TCR_Public/081210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 10, 2008, Vol. 12, No. 294

                             Headlines


A&E INTERSTATE: Case Summary & Largest Unsecured Creditor
ACCENTIA BIOPHARMACEUTICALS: Names Samuel S. Duffey as President
ACTIGA CORP: Obtains Waiver of Default Condition from Investors
ACTIGA CORP: September 30 Balance Sheet Upside Down by $2.5MM
ADELPHIA COMMS: To Pay Duke Energy $4.8MM to Settle Contract Row

ADVANCE FOOD: Moody's Affirms 'B1' Ratings; Outlook Negative
ADVANCED MICRO: Amends New Semicon Company Pact w/ Mubadala
ADVANTAGE RENT: Files for Chapter 11 Protection in Minnesota
ADVANTAGE RENT-A-CAR: Voluntary Chapter 11 Case Summary
AMERICAN ACHIEVEMENT: S&P Changes Outlook on B Rating to Negative

AMERICAN INT'L: Names Peter Eastwood as Lexington Pres. & CEO
AXS-ONE INC: Sells $1.1MM Convertible Promissory Notes, Warrants
B MOSS CLOTHING: Organizational Meeting to Form Panel Today
BA HOLDINGS: Case Summary & Two Largest Unsecured Creditors
BANC OF AMERICA: S&P Junks Ratings on 3 Classes of Certificates

BOSTON HARBOR: Moody's Lowers Rating on $15 Mil. Notes to 'Ba2'
BRB CERAMIC TILE: Case Summary & 20 Largest Unsecured Creditors
CAMDEN COUNTY: Fitch Affirms 'C' Rating on $35 Mil. Bonds
CANYON CAPITAL: Moody's Lowers Rating on $11.2 Mil. Notes to 'Ba3'
CG JCF: Moody's Holds 'B2' Corp. Family Rating; Outlook Negative

CHARYS HOLDING: Bondholder Settlement Underpins Amended Plan
CHESAPEAKE ENERGY: Will Cut Spending & Won't Sell New Shares
CHRYSLER LLC: Congressman Opposes Bailout Due to Cerberus Ties
CHRYSLER LLC: Stops Cooperation Talks with Chery Automotive
COOPER-STANDARD: Ongoing Financial Stress Cues Moody's Junk Rating

COPIA: Main Creditor Asks Court to Dump Chapter 11 Petition
COPPER RIVER: Will Liquidate & Return Funds to Investors
CORDOVA FUNDING: S&P's Outlook on $225MM Bonds BB Rating Is Stable
CORPORATE BACKED: S&P Cuts Ratings on Classes A-1 & A-2 to 'CC'
DBSI INC: Gets Go Signal to Continue Using Lenders' Collateral

ECLIPSE AVIATION: U.S. Trustee Appoints 7-Member Creditors Panel
EMPIRE LAND: Court Converts Bankruptcy Cases to Chapter 7
ENRON CORP: Inks $44MM Settlement In Commercial Paper Litigation
EPIX PHARMACEUTICALS: To Appeal Stock Delisting Action of Nasdaq
EPIX PHARMACEUTICALS: Sept. 30 Balance Sheet Upside-Down by $84MM

EQUITY MEDIA: Files for Chapter 11 Bankruptcy on Debt Default
EQUITY MEDIA HOLDINGS: Voluntary Chapter 11 Case Summary
EXTENDED STAY: Lenders Might Take Over May Firm
EZ LUBE: Files for Chapter 11 to Facilitate Assets Sale
EZ LUBE: Case Summary & 35 Largest Unsecured Creditors

FAMILY BANK: Weiss Ratings Assigns "Very Weak" E- Rating
FORD MOTOR: Former Chrysler Chief Opposes CEO Ousters
FRIEDMAN'S INC: Plan Filing Period Extended to December 31
GENERAL GROWTH: Fitch Says May Default; IDR Lowered to 'C'
GENERAL MOTORS: Lobbies Workers' Support for CEO Rick Wagoner

GOE LIMA: Nedra Wants Case Converted to Chapter 7 or Dismissed
GOE LIMA: Get Final Approval to Use $1.6MM SunTrust DIP Facility
GREEKTOWN CASINO: Shares Exclusivity; Plan Deadline on Feb. 1
GREEKTOWN CASINO: Seeks to Pay Workers' Compensation Claims
GUNDLE/SLT ENVIRONMENTAL: S&P Affirms 'B-' Corporate Credit Rating

HARRY PAPPAS: Balks at Pappas Telecasting Plan to Sell All Assets
HART ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN TELCOM: Organizational Meeting to Form Panel on Friday
HERBST GAMING: $5.1MM Interest Nonpayment Cues Moody's 'D' Rating
HERBST GAMING: Nonpayment of Interest Cues S&P's 'D' Rating

HELLEN-MAY HOLDINGS: Voluntary Chapter 11 Case Summary
HOME INTERIORS: Jan. 15 Auction for U.S. and Mexico Assets Set
HOME INTERIORS: May Use Cash Collateral Until February 28
HOME INTERIORS: Court Approves Appointment of Chapter 11 Trustee
HOME INTERIORS: Obtains Go Signal to Sell Surplus Inventory

INTERMEC INC: Deregistration Cues Moody's to Withdraw Ratings
JAGS AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
JDA SOFTWARE: S&P Raises Corporate Credit Rating to 'BB-'
JIM PALMER: ActionView Not Fully Satisfied with Restructuring Plan
JK KEAS INC: Case Summary & Two Largest Unsecured Creditors

JOLLY PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
JPMORGAN ASSET: Moody's Holds & Withdraws 'Ba' Rating on USD Fund
JPMORGAN COMMERCIAL: S&P Keeps 'CCC-' Rating on Class G Certs.
JUHL WIND: Posts $383,311 Net Loss in Quarter Ended Sept. 30
KIMBALL HILL: Files Chapter 11 Plan to Wind Down Business

KIMBALL HILL: Seeks Court OK to Solicit Votes on Liquidation Plan
KIMBALL HILL: Seeks Court OK for Wind-Down Incentive Plans
LAND O' LAKES: Case Summary & 20 Largest Unsecured Creditors
LANDSBANKI ISLANDS: Seeks Chapter 15 Protection in Manhattan Court
LANDSBANKI ISLANDS: Voluntary Chapter 15 Case Summary

LB-UBS COMMERCIAL: S&P Keeps B- Rating on Class S Certificates
LEEK FINANCE: Fitch Downgrades Rating on Class D Notes to 'B+'
LEHMAN BROTHERS: Moody's Downgrades Senior Rating to 'C' From 'B3'
LEHMAN BROTHERS: Superior Pipelines Wants to Prosecute LCPI Suits
LEHMAN BROTHERS: Sola Sues to Recover $3 Million Transfer

LEHMAN BROTHERS: Aliant, et al., Sue LBSF to Recover Securities
LENOX GROUP: U.S. Trustee Forms Three-Member Creditors Committee
LENOX GROUP: Gets Court Okay to Access $40-Mil. of DIP Financing
LEVITT AND SONS: Files 2nd Amended Chapter 11 Plan
LEVITT AND SONS: Wachovia Balks at 2nd Amended Plan

LIGHTPATH TECH: Posts $1,024,000 Net Loss in Qtr. Ended Sept. 30
LINENS 'N THINGS: Amends Plan to Provide for Liquidation
LINENS 'N THINGS: To Receive 95.1% of Cost Value from GOB Sales
LINENS 'N THINGS: Agrees Not to Reject Canada Management Pact
LINENS 'N THINGS: RSM Richter Appointed Receiver for Canada Unit

LUMINENT MORTGAGE: May Employ O'Shea Partners as Special Counsel
MILLENNIUM TRANSIT: May Obtain $367,832 Loan from James A. Ludvik
MORGAN STANLEY: S&P Cuts Rating on $3MM Class A-5 Notes to 'CCC-'
MOTOR COACH: Court Sets Jan. 7, 2009 as Claims Bar Date
MOTOR COACH: Panel May Employ Womble Carlyle as Delaware Counsel

MOTOR COACH: Panel May Employ Brown Rudnick as Co-Counsel
NEONODE INC: Swedish Unit Files for Bankruptcy
NEPTUNE MOTORS: Voluntary Chapter 11 Case Summary
NEW YORK TIMES: Seeks $225 Million of Financing
NOVASTAR FINANCIAL: Appoints CFO as Principal Accounting Officer

NOVASTAR FINANCIAL: Delays 10-Q Filing Due to Accounting Review
PAPPAS TELECASTING: CEO Balks at Plan to Sell All Assets
PHH CORPORATION: Moody's Cuts Senior Unsecured Rating to 'Ba1'
PIERRE FOODS: Plan Confirmation Today in Wilmington, Delaware
PILGRIM'S PRIDE: U.S. Trustee Appoints 9-Member Creditors Panel

PINNACLE CLUB: Organizational Meeting to Form Panel on Dec. 11
RADIAN INSURANCE: S&P Puts BB+ Ratings on 2 Classes on Watch Neg.
RESLOC 2007-1: Fitch Affirms Ratings on 11 Outstanding Tranches
RICKY'S CANDY: Files for Chapter 11; Creditors' Meeting on Feb. 2
SASI FINANCE: Moody's Places Ratings on 2006-1 Deals Under Review

SEARS HOLDINGS: Moody's Reviews 'Ba1' Ratings for Possible Cuts
STEINWAY MUSICAL: Moody's Affirms 'Ba3' Corporate Family Rating
TELKONET INC: Posts $12.2 Million Net Loss in Nine-Month Period
TELKONET INC: Streamlines Operations; 5% of Workforce Cut
TRIBUNE CO: Chapter 11 Filing Prompts Moody's 'D' Ratings

TRIBUNE CO: Got $850MM-$950MM Offers for Cubs; Team Not in Ch. 11
TRIBUNE CO: Says It's Not Going Out of Business
TRIBUNE CO: Wants Schedules & Statements Deadline Moved to Jan. 22
TWEETER OPCO: Court Converts Bankruptcy Case to Chapter 7
UNITED TILE: Case Summary & 20 Largest Unsecured Creditors

UNIVERSAL CORP: S&P Assigns 'BB' Preferred Stock Rating
USP SPC: S&P Cuts Rating on Jackson 2006-IIA Notes to 'D'
VERASUN ENERGY: Court OKs $230MM DIP Financing on Final Basis
WACHOVIA BANK: S&P Upgrades Rating on Class O Certificates to 'B'
WACHOVIA CORP: Court Rejects Shareholder Suit to Stop Merger

WCI COMMUNITIES: Seeks Court Nod on Gulf Harbour Turnover Pact
WCI COMMUNITIES: Gets Plan Exclusivity Until April 1
WCI COMMUNITIES: Court Fixes Feb. 2, 2009 as Claims Bar Date
WCI COMMUNITIES: Reaches Deal w/ Safeco Insurance on Lawsuit
WCI COMMUNITIES: Carl Icahn Dumps All 6,000,000 Shares

WESTMORELAND COAL: Unit Gets 30-Day Extension of Revolving Loans
WESTMORELAND COAL: Sept. 30 Balance Sheet Upside-Down by $192MM
WOLF HOLLOW: S&P Junks Rating on $110 Mil. Second-Lien Term Loan
X-CHANGE CORP: Posts $871,205 Net Loss in Quarter Ended Sept. 30

* Fitch Says Weak Demand Could Spur Wireless Substitution
* Moody's Reports Spike in Rating Cuts of Non-Profit Hospitals
* Moody's Assesses Government Capital Purchase Impact on Insurers
* Moody's Says Corp. Default Rate to Reach 10.4% by End of 2008
* S&P Downgrades Ratings on 49 Classes From 15 Subprime RMBS Deals

* IATA Projects US$2.5 Billion Loss in Airline Industry for 2009
* SEC Approves Measures to Boost Oversight of Rating Agencies

* Dreier LLP'S Head Sued by SEC for $113-Mil. Sale of Bogus Notes

* Upcoming Meetings, Conferences and Seminars


                             *********

A&E INTERSTATE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: A&E Interstate Carwash Inc
        11906 Wilshire Blvd Ste 26
        W Los Angeles, CA 90025

Case No.: 08-31233

Debtor-affiliate filing separate Chapter 11 petition:

         Case No.     Affiliate
         --------     ---------
         08-31243     A & E Interstate Properties LLC

Chapter 11
Petition Date: December 8, 2008

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

Judge: Alan M. Ahart

Debtor's Counsel: Rafael Shpelfogel, Esq.
                  301 N Canon Dr Ste 304
                  Beverly Hills, CA 90210
                  310-850-8081

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

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

The Debtor identified Car Aroma at 412 W. Aneheim Street, in
Wilmington, California as its largest unsecured creditor.  The
Debtor did not specify the claim amount.


ACCENTIA BIOPHARMACEUTICALS: Names Samuel S. Duffey as President
----------------------------------------------------------------
On Dec. 2, 2008, Steven R. Arikian, M.D., resigned from all
positions with Accentia Biopharmaceuticals, Inc., including as
president and chief operating officer of Biopharmaceutical
Products and Services and as a director, the company said in a
filing with the Securities and Exchange Commission.

On the same day, Samuel S. Duffey, Esq. was appointed to serve in
the position of president of the company.  Mr. Duffey will
continue to serve as the company's general counsel and has agreed
to accept the new position as president of the company without any
change to his current salary.

In lieu of additional salary, the company has granted Mr. Duffey
options to purchase two million shares of the company's common
stock with an exercise price equal to the market price at the
close of business on Dec. 2, 2008, with an exercise term of ten
years.  The options will vest upon the successful emergence of the
company from the pending Chapter 11 Bankruptcy proceeding, defined
as the entry of an Order of the Bankruptcy Court confirming the
formal Plan of Reorganization.

Mr. Duffey has served as the company's general counsel since April
2003.  Prior to joining the company, Mr. Duffey engaged in the
private practice of business and securities law.  Mr. Duffey
received his B.A. and J.D. degrees from Drake University.

               Liquidity Woes and Bankruptcy Filing

As reported by the Troubled Company Reporter, Accentia
Biopharmaceuticals and its subsidiaries, on Nov. 10, 2008, filed
voluntary petitions for reorganization.  The company stated that
the action was intended to provide an opportunity for the company
to restore shareholder value and to pay secured and unsecured
creditors

Affiliates of the company, including Hopkins Capital Group, LLC, a
major shareholder, have indicated a willingness to provide
additional financing to the company as part of its reorganization
plan.

In deciding to seek reorganization, the company considered, among
other things, its limited access to additional financing which has
been negatively impacted by the crises in the worldwide debt and
equity markets.  Accentia believed the decline in its stock price
was a result of the worldwide equity market crisis, including
selling pressure created by forced redemptions by hedge funds.
Limited access to the capital markets appeared to be a systemic
condition within the biotech markets, as according to the
Biotechnology Industry Organization, 38% of 370 U.S. small biotech
companies are operating with less than a year's worth of cash, and
nearly 100 publicly-traded biotech companies have less than six
months' cash.

After evaluating alternatives, Accentia found that reorganization
under Chapter 11 is its best option, as it enables the company to
remain focused on the commercialization of its drug portfolio,
which consists of novel products and technologies that target
multiple billion-dollar market opportunities, including therapies
for the treatment of many kinds of blood cancers and autoimmune
diseases such as multiple sclerosis.

The company also stressed its intent to ultimately pay all of its
secured and unsecured creditors in full.

                             Delisting

On Nov. 3, 2008, Accentia elected not to appeal the NASDAQ Stock
Market's Staff determination to delist Accentia's shares of common
stock from the NASDAQ Capital Market.

Accentia received notice from the NASDAQ Stock Market dated
Oct. 24, 2008, notifying the company that it is not in compliance
with Rule 4310(c)(3)(B), requiring a minimum $35 million market
value.  As a result, at the opening of business on Nov 4, 2008,
shares of Accentia will open for trading listed on the Pink
Sheets, an electronic quotation service for securities traded
over-the-counter.  Accentia's stock ticker symbol will remain the
same.

Accentia believes its shares will only temporarily trade on the
Pink Sheets, as the company expects one of its market makers to
file a "Form 211" with the OTC Bulletin Board to transfer the
quotation of its common stock to the OTCBB.  The company believed
its shares are eligible to be quoted on the OTCBB, as it is
current with its filings with the SEC and all other applicable
regulatory authorities.

              About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M. D. Florida, Lead
Case No. 08-17795).  The Debtors have tapped Charles A. Postler,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida, as
their bankruptcy counsel.  In their bankruptcy petition, the
Debtors listed assets of $134,919,728 and debts of $77,627,355 as
of June 30, 2008.


ACTIGA CORP: Obtains Waiver of Default Condition from Investors
---------------------------------------------------------------
Actiga Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it has received a waiver
of the default condition from the investor on Nov. 11, 2008.

The company was in default on a 12% Note with an Option to convert
due on May 15, 2009, between the company and a lender in the
amount of $50,000 that was subscribed for as part of its bridge
offering.

Upon an event of default, the lender at its election may call for
the repayment in cash of the full principal amount of the Note
together with interest and other amounts owing under the Note.

The company also disclosed that:

   a) Due to a delay in obtaining a necessary components for one
      of its game controller products and a deficiency in its
      working capital, the company has received notice that some
      purchase orders received by its subsidiary QMotions, Inc.,
      have been cancelled.  There were $270,000 purchase orders
      for the QMotions product still pending.  A total of $675,000
      in purchase orders were reported in September 2008.

   b) As a result of turmoil in the financial markets and
      tightening of credit throughout the United Stated and the
      worldwide capital markets, the company has been unable to
      raise additional capital and currently cannot pay its debts.
      Additionally, the company has not met its payroll
      obligations to its employees since Oct. 17, 2008.  The
      company is seeking and reviewing financing and other
      strategic options to correct this situation.

In a separate filing, the company disclosed that effective Dec. 1,
2008, Randolph Geissler resigned from his position as a member of
the board of directors of Actiga.

                        About Actiga Corp.

Based in Riverside, California, Actiga Corp. (OTCBB: AGAC) --
http://www.qmotions.com/-- terminated its dog day care services
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and Online video games.

Actiga Corporation's balance sheet at Sept. 30, 2008, showed total
assets of $1,762,469 and total liabilities of $4,336,552,
resulting in a stockholders' deficit $2,574,083.  For three months
ended Sept. 30, 2008, the company reported a net loss of
$1,238,043 compared to a net loss of $429,799 for the same period
in the previous year.


ACTIGA CORP: September 30 Balance Sheet Upside Down by $2.5MM
-------------------------------------------------------------
Actiga Corporation's balance sheet at Sept. 30, 2008, showed total
assets of $1,762,469 and total liabilities of $4,336,552,
resulting in a stockholders' deficit $2,574,083.

For three months ended Sept. 30, 2008, the company reported a net
loss of $1,238,043 compared to a net loss of $429,799 for the same
period in the previous year.

In the nine-month period, the company incurred a net loss of
$3,848,527 compared with a net loss of $1,209,866 for the same
period in the previous year.

The company filed its 10-Q five days after the company informed
the Securities and Exchange Commission that it needed additional
time to work with its outside professionals to prepare and
finalize its third quarter results.

                  Liquidity and Capital Resources

The company has historically incurred losses, and from inception
through Sept. 30, 2008, has incurred losses of $10,701,833.  The
issuance of additional equity securities by the company could
result in a significant dilution in the equity interests of its
current stockholders.  Obtaining commercial loans, assuming those
loans would be available, will increase its liabilities and future
cash commitments.  Presently, its revenues are not sufficient to
meet its operating and capital expenses.  Management projects that
it will require substantial additional funding to expand its
current operations as the company is currently nearly out of cash.
To revise its operating and financial requirements, management has
devoted considerable efforts during the period ended Sept. 30,
2008, and subsequently towards (i) obtaining additional equity
financing (ii) controlling of salaries and general and
administrative expenses (iii) management of accounts payable (iv)
settlement of debt by issuance of common shares and (v)
strategically forming subsidiaries that bring synergies to the
company's products and services.

The company relies on a combination of debt and equity financings
to fund its ongoing cash requirements.  The company has scaled
down its workforce to a few key employees, who have also agreed to
accept stock compensation in lieu of payroll.  The company has
minimized its operations in order to conserve its working capital.

In light of the need to raise additional funds in the immediate
short term, the company has been focused on capital raising
activities in addition to continuing to control operating costs,
aggressively managing working capital and attempting to settle
certain debt by the issuance of common shares.  As of Jan. 1,
2008, to the date of this filing, the company has received
$4.1 million of equity financing and loans in order to fund cash
requirements.

Although the company has been able to raise capital, there can be
no assurance that the capital will continue to be available at all
or, if available, that the terms of such financing will not be
highly dilutive to existing stockholders or otherwise on terms
unfavorable to it.  The company may review capital raising
transactions on terms that are unfavorable to the company and that
the company would not otherwise review but for tightening of
credit through the global capital market.  If the company is
unable to secure additional capital as circumstances require, it
may not be able to continue its operations.

Since Oct. 17, 2008, the company has not met its payroll
obligations to its employees.  The company has scaled back on its
workforce to a few key employees.  The company is seeking and
reviewing financing and other strategic options to correct this
situation.

As of Nov. 11, 2008 the company was negotiating an asset purchase
agreement with the former employees of QMotions to dispose of
certain QMotions assets and liabilities.  Total net assets to be
transferred are approximately $214,690 comprised of inventory of
$6,687 and accounts receivable of $208,003.  The disposition will
include $435,512 of related liabilities.  The liabilities exceed
the assets.  For the nine months ended Sept. 30, 2008, the
QMotions subsidiary incurred net losses of $2,200,113 and
$439,513 for the three months ended Sept. 30, 2008.  For the
comparable periods of 2007 the amounts consisted entirely of
QMotions.

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

                        About Actiga Corp.

Based in Riverside, California, Actiga Corporation (OTCBB: AGAC) -
- http://www.qmotions.com/-- terminated its dog day care services
after it merged with QMotions Inc. on Jan. 14, 2008.  The company
currently develops, manufactures, distributes, markets and sells
motion-based controllers for video games and Online video games.


ADELPHIA COMMS: To Pay Duke Energy $4.8MM to Settle Contract Row
----------------------------------------------------------------
Bankruptcy Law360 reports that Adelphia Communications Corp. has
agreed to pay $4.8 million to utility company Duke Energy Ohio
Inc. to settle various disputes over contracts that arose during
and after Adelphia's bankruptcy.  Judge Robert E. Gerber of the
U.S. Bankruptcy Court for the Southern District of New York
approved the settlement Thursday, the report says.

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)


ADVANCE FOOD: Moody's Affirms 'B1' Ratings; Outlook Negative
------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Advance
Food Company, Inc. to negative from stable.  The outlook change
reflects Moody's concern that sluggish demand for food away from
home and pressure from still high commodity costs may challenge
the company's ability to improve leverage in the near term.  The
company's ratings, including its B1 corporate family rating and B1
probability of default rating, were affirmed based on the
potential for operating cash flow to remain stable given recent
pricing actions and cost cuts.

Ratings affirmed and certain LGD percentages adjusted:

  -- Corporate family rating at B1

  -- Probability of default rating at B1

  -- $40 million 1st lien revolving credit facility expiring in
     March 2012 at B1 (LGD3); LGD percentage to 44% from 45%

  -- $187.7 million 1st lien term loan due March 2014 at B1
     (LGD3); LGD percentage to 44% from 45%

$50 million 2nd lien term loan due September 2014 at B3 (LGD6,92%)
Profit margins have been hurt by the general rise in commodity
prices in 2008 and lower than expected sales volumes as consumers
eat less away from home.  Debt to EBITDA for the twelve months
ended September 27, 2008 was high at approximately 6 times. While
pricing actions and cost cuts taken by the company will likely
result in improved credit metrics, leverage may not be restored in
the near term to the level of approximately 5 times previously
articulated by Moody's as appropriate for Advance Food's B1
corporate family rating.

Headquartered in Enid, Oklahoma, Advance Food Company, Inc. is a
leading full service manufacturer and marketer of a wide variety
of value-added, portion-controlled meat products sold primarily
into the foodservice distribution channel.  Revenues for the
twelve months ended September 27, 2008 were approximately $518
million.  Moody's most recent rating action on April 13, 2007
lowered the ratings on the company's first lien debt and affirmed
the corporate family rating, probability of default rating and the
rating on the second lien term loan.


ADVANCED MICRO: Amends New Semicon Company Pact w/ Mubadala
-----------------------------------------------------------
Advanced Micro Devices Inc., the Advanced Technology Investment
Company (ATIC), and Mubadala Development Company disclosed
amendments to the Oct. 6, 2008 transaction agreements for the
creation of a leading-edge semiconductor manufacturing joint
venture, currently known as "The Foundry Company."  The
transactions covered by the amended agreements are expected to
close at the beginning of 2009.

The amendments to the terms between AMD and Mubadala provide for:

     -- Mubadala will purchase 58 million shares of AMD's common
        stock at a revised purchase price per share equal to the
        lower of (i) the average closing price per share of AMD's
        common stock on the NYSE during the 20 trading days
        immediately prior to and including Dec. 12, 2008, or
        (ii) the average closing price per share of AMD's common
        stock on the NYSE during the 20 trading days immediately
        prior to the closing date of the transaction.

     -- AMD will issue to Mubadala an additional five million
        warrants to purchase AMD stock, for a total of 35 million
        warrants.

The amendments to the terms between AMD and ATIC provide for:

    -- The enterprise value of the manufacturing assets to be
        contributed by AMD to The Foundry Company will be
        reduced from a multiplier of 1.13x to 0.85x of the net
        book value of the assets.  As a result, AMD will own
        approximately 34.2 percent and ATIC will own
        approximately 65.8 percent of The Foundry Company's
        fully-converted common stock. AMD and ATIC will each have
        equal voting rights at the close of the transaction.

    -- The net asset valuation multiple on future capital calls
       of The Foundry Company will be reduced from 1.1x to 0.9x.

All other material economic terms of the transaction agreements
remain unchanged.  ATIC will still invest $2.1 billion to purchase
its stake in "The Foundry Company," of which it will invest $1.4
billion directly in the new entity and will pay
$700 million to AMD.

                  AMD Updates Fourth Quarter Outlook

AMD said that it expects revenue from continuing operations for
the fourth quarter ended Dec. 27, 2008, to be approximately 25
percent lower than third quarter 2008 revenue of $1.585 billion,
not including process technology license revenue.  The decrease is
due to weaker than expected demand across all geographies and
businesses, particularly in the consumer market.

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

                       About Advanced Micro

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

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

                          *     *     *

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


ADVANTAGE RENT: Files for Chapter 11 Protection in Minnesota
------------------------------------------------------------
Advantage Rent A Car has filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the District of Minnesota.

Advantage Rent is exploring strategic alternatives, including
reorganization of its businesses, a sale, or merger.  The company
plans to continue to operations while it explores these
alternatives.

"The current economic environment has dramatically affected the
travel industry," said Advantage Rent spokesperson Jon Austin.
"We have been hit with a simultaneous drop in leisure travel, with
greatly increased costs and frozen credit markets.  These factors
are affecting many industries and companies and we are not immune
from these forces.  These painful steps are a recognition of that
reality."

In addition to its bankruptcy petition, Advantage Rent also filed
with the Court on Dec. 8, 2008, a number of motions to assure the
continuity and stability of its business, including the payment of
wages and benefits without interruption to current employees.
Advantage Rent also said that it will consolidate its network of
rental locations effective immediately.  The move allows the
company to focus its marketing and operational efforts on its most
profitable, highest volume locations.

These Advantage Rent A Car units remain open only for the return
of vehicles currently out on rental and will not be renting
additional vehicles:

     -- Albuquerque, NM airport location;
     -- Aspen, CO airport location;
     -- Austin, TX downtown location;
     -- Boulder, CO University of Colorado;
     -- Burbank, CA airport location;
     -- Chicago, IL O'Hare airport location;
     -- Dallas/Fort Worth, TX airport location;
     -- Grand Junction, CO airport location;
     -- Hayden, CO airport location;
     -- Honolulu, HI airport location;
     -- Kansas City, MO airport location;
     -- Las Vegas, NV Hard Rock Cafe;
     -- Los Angeles, CA airport location;
     -- Maui, HI airport location;
     -- Palm Springs, CA airport location;
     -- Reno, NV airport location;
     -- Rifle, CO airport location;
     -- San Antonio, TX airport location;
     -- San Diego, CA airport location and Hard Rock Cafe;
     -- Seattle, WA airport location; and
     -- Tucson, AZ airport location.

These Advantage Rent A Car locations remain open for normal
business activities:

     -- Austin, TX airport location;

     -- Chicago, IL Midway airport location;

     -- Colorado Springs, CO airport location;

     -- Denver, CO airport location;

     -- El Paso, TX Las Cruces location;

     -- El Paso, TX airport location

     -- Houston, TX IAH airport location

     -- Orlando, FL airport location, International Drive, Lake
        Buena Vista, Kissimmee;

     -- Phoenix, AZ airport location; and

     -- Salt Lake City, UT airport location.

Advantage Rent has made arrangements with Hertz Car Rental to
honor almost all of the pending reservations at affected locations
where Advantage Rent cannot fill customer needs.  Customers
holding reservations to pick up a vehicle at an affected location
can contact Advantage via the dedicated hotline or e-mail address
above or at either its customer service or reservations numbers
for more information.

Customers currently renting vehicles scheduled to be returned at
affected locations should return their vehicles as scheduled.
Approximately 440 Advantage Rent employees have received layoff
notifications as a result of this consolidation.  Advantage Rent
currently employs approximately 460 people at its remaining
locations and at its corporate offices in San Antonio.

                    About Advantage Rent

Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 International
affiliate locations.


ADVANTAGE RENT-A-CAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Advantage Rent-A-Car, Inc.
        6660 First Park Ten Blvd, Ste 116
        San Antonio, TX 78213

Case No.: 08-46369

Debtor-affiliates filing separate Chapter 11 petitions:

         Case No.    Affiliate
         --------    ---------
         08-46367    ARC Venture Holding, Inc.
         08-46368    Southwest-Tex Leasing Co., Inc.
         08-46370    Coast Leasing Corp.
         08-46371    Floral Leasing Corp.
         08-46372    Iliad Leasing Corp.
         08-46373    Miso Leasing Corp.
         08-46374    Nugget Leasing Corp.
         08-46375    Okra Leasing Corp.
         08-46376    Rainier Leasing Corp.
         08-46377    San Antonio Rental & Leasing Co., Inc.
         08-46379    Steamboat Springs Rental & Leasing Co., Inc.
         08-46380    Sun Leasing Corporation
         08-46383    Tradewinds U-Drive, Inc.
         08-46384    Ute Leasing Corporation

Chapter 11
Petition Date: December 8, 2008

Court: US Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtors' Counsel: Clinton E. Cutler, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Ste 4000
                  Minneapolis, MN 55402
                  Tel: 612-492-7070
                  Fax: 612-347-7077
                  Email: ccutler@fredlaw.com

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

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

The Debtors do not have creditors who are not insiders.


AMERICAN ACHIEVEMENT: S&P Changes Outlook on B Rating to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its ratings for American Achievement Corp. to
negative from developing.  The corporate credit rating on the
company is 'B'.

This action follows the announcement by American Achievement Group
Holding Corp., the parent company of AAC, that its acquisition
agreement with Herff Jones has been terminated because the
companies have not received the requisite regulatory approvals
necessary to complete the transaction.

"The negative CreditWatch listing reflects AAC's high debt
leverage and diminished financial flexibility, given that the
previously assumed debt repayment from the proposed transaction is
no longer a possibility," said S&P's credit analyst Michael
Listner.  "These factors weigh heavily on the company's financial
profile and will likely pressure the current credit
rating."

Adjusting for operating leases and debt-like unfunded pension and
other postretirement obligations, AAC had consolidated total debt
outstanding of about $570 million, or 9.9x EBITDA, at Aug. 30,
2008.  Given the company's accreting debt burden from its
$150 million senior pay-in-kind notes and 10.25% senior discount
notes, which begin to pay cash interest in April 2009, S&P expects
it will be challenging for the company to generate adequate
discretionary cash flow.  Thus, any meaningful reduction in
leverage (a factor necessary for maintaining the existing rating)
will likely be minimal.

In resolving the CreditWatch listing, S&P will reassess the
prospects of AAC's operating performance, absent the acquisition,
and evaluate the company's options for reducing leverage and
managing its burdensome capital structure.  S&P will also evaluate
the company's credit measures and the level of EBITDA growth
necessary to service its debt obligations and maintain covenant
compliance with its senior secured credit facility.


AMERICAN INT'L: Names Peter Eastwood as Lexington Pres. & CEO
-------------------------------------------------------------
The Associated Press reports that American International Group
Inc. said on Tuesday that it has appointed Peter Eastwood as
president and chief executive of unit Lexington Insurance Co.,
replacing Kevin Kelley.

Mark A. Hofmann at Business Insurance News relates that Mr. Kelley
has left AIG to join Bermuda-based Ironshore Inc. as CEO.

According to The AP, Mr. Eastwood has worked at AIG since 1991,
and has recently served as Lexington Insurance's executive vice
president.

          Offers Retention Payouts to 38 Executives

Hugh Son at Bloomberg News states that AIG offered cash awards of
as much as $4 million to 38 executives in a retention program.
According to the report, AIG CEO Edward Liddy said in a letter
dated Dec. 5 to Elijah Cummings -- a Maryland Democrat on the
House Committee on Oversight and Government Reform -- that the
incentives range from $92,500 to $4 million for workers with
salaries between $160,000 and $1 million.  The report says that
AIG had previously said that about 130 managers would get
retention payouts while an executive would get about $3 million.

Bloomberg quoted Mr. Cummings as saying, "I remain concerned, as
do many American taxpayers, that these retention payments are
simply bonuses by another name."

According to Bloomberg, Mr. Cummings asked AIG to disclose how
much each of the 168 recipients made in salary, bonuses, and other
kinds of pay, and an estimate of what AIG would have spent on
worker compensation this year if the company hadn't sought
government financial aid, compared with what it expected to spend.

               AIG Owes $10 Billion to Financial Firms

Citing people familiar with the matter, The Wall Street Journal
relates that AIG owes around $10 billion to other financial
services firms for speculative trades that have gone sour.
According to WSJ, the sources said that the trades haven't been
explicitly disclosed before.  The trades aren't covered by terms
of the $150 billion government rescue package, the report states,
citing WSJ.  An AIG spokesperson characterizes the trades as
"credit protection instruments," saying that exposure has been
fully disclosed and totals to less than $10 billion of AIG's
$71.6 billion exposure to derivative contracts on collateralized
debt obligations as of Sept. 30, 2008.

                 About American International Group

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

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

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

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

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

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

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


AXS-ONE INC: Sells $1.1MM Convertible Promissory Notes, Warrants
----------------------------------------------------------------
AXS-One Inc. entered into a Convertible Note and Warrant Purchase
Agreement pursuant to which it sold and issued an aggregate of
$1,100,000 of Series E 6% Secured Convertible Promissory Notes due
May 29, 2009, together with warrants to purchase an aggregate of
3,300,000 shares of common stock of the company at an exercise
price of $.01 per share.

Net proceeds to the company after transaction expenses were
approximately $1,050,000.  The Series E notes and warrants were
sold in a private placement under Rule 506 promulgated under the
Securities Act of 1933, as amended, to eight accredited investors,
including two members of the company's board of directors.

The Series E Notes will mature on May 29, 2009, and principal and
interest thereunder are convertible into the company's common
stock at a fixed conversion rate of $1.00 per share, bear interest
of 6% per annum and are secured by substantially all the assets of
the company.  The Series E Notes may be converted at the option of
the Series E Note holder at any time prior to maturity.  The
Series E Notes rank pari passu in priority of payment and in all
other respects with all of the Series D 6% Secured Convertible
Promissory Notes sold and issued by the company for the aggregate
amount of $2,100,000 on July 24, 2008, the Series C 6% Secured
Convertible Promissory Notes sold and issued by the company for
the aggregate amount of $3,750,000 on Nov. 16, 2007, and the
Series A 6% Secured Convertible Promissory Notes and Series B 6%
Secured Convertible Promissory Notes sold and issued by the
company for the aggregate amount of $5,000,000 on May 29, 2007.
The security interest of the Series E Note holders has been
subordinated to the security interest of Sand Hill Finance, the
company's current senior lender, pursuant to a Second Amended and
Restated Subordination Agreement dated as of Oct. 30, 2008.

Pursuant to the terms of a Third Security Agreement Amendment
dated Oct. 30, 2008, among the company and the other secured
parties set forth therein, the security interest of the Series E
Notes ranks pari passu with the security interest granted in
connection with the Prior Notes.

In addition, pursuant to a Waiver and Termination of Participation
Rights and Joinder to New Participation Rights Agreement the
holders of the Prior Notes (i) have agreed to waive their
Participation Rights held pursuant to Section 4.7 of the
Convertible Note and Warrant Purchase Agreement, dated as of
July 24, 2008; (ii) have agreed that upon execution of the
Purchase Agreement, all of their Participation Rights held
pursuant to the July 2008 Agreement terminated and are of no
further force and effect; and (iii) have agreed, pursuant to
Section 4.7 of the Purchase Agreement to join, become party to and
be bound by Section 4.7 of the Purchase Agreement regarding rights
of participation and the miscellaneous provisions of Article VI of
the Purchase Agreement, effective upon execution of the Purchase
Agreement.

Each Series E Note holder also received a warrant to purchase
three shares of AXS-One common stock for each $1 of the principal
amount of Series E Notes purchased.  Each Warrant has an exercise
price of $0.01 per share and is exercisable at any time during the
seven-year period following the closing.

In addition, in connection with the financing under the Purchase
Agreement, the company entered into an Investor Rights Agreement
on Oct. 30, 2008, which sets forth the company's obligations
relating to the registration of the shares of common stock
underlying the Series E Notes and Warrants, including a
requirement that the Company file a registration statement with
respect to such common stock no later than May 29, 2009.

In addition, in connection with the financing under the Purchase
Agreement, each of the Prior Notes was amended pursuant to note
amendments to provide that any event of default under the Series E
Notes will constitute an event of default under the Prior Notes.

The proceeds from this financing will be used to fund the
company's operations.

                        About AXS-One Inc.

Headquartered in Rutherford, New Jersey, AXS-One (OTC BB: AXSO)
-- http://www.axsone.com/-- provides "records compliance
management" software solutions.  The AXS-One Compliance Platform
enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley.  AXS-One has offices worldwide including in
the United States, Australia, Singapore, United Kingdom and South
Africa.

As reported in the Troubled Company Reporter on Nov. 5, 2008,
AXS-One Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $4.8 million, total liabilities of $18.2 million and
shareholders' deficit of $13.4 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
Amper, Politziner, & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about AXS-One Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's losses from operations and
working capital deficiency.

The company generated losses from operations of $1,752,000 for the
three months ended March 31, 2008.  Additionally, the company was
not in compliance with its quarterly license revenue covenant as
of March 31, 2008.  The bank waived such violation and changed the
covenants for future periods from a minimum license revenue
covenant and minimum three month rolling net loss covenant to (a)
a minimum three month rolling EBITDA covenant, (b) minimum cash
and accounts receivable availability covenant and (c) a minimum
equity infusion covenant of $500,000.


B MOSS CLOTHING: Organizational Meeting to Form Panel Today
-----------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
will hold an organizational meeting on December 10, 2008, at 11:00
a.m. in the bankruptcy case of B. Moss Clothing Company Ltd.  The
meeting will be held at the United States Trustee's Office, One
Newark Center, 14th Floor, Room 1401, in Newark, New Jersey.

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

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

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

Based in Secaucus, New Jersey, B. Moss Clothing Company Ltd. --
http://www.bmossclothing.com/-- sells clothing apparels.  The
Debtor filed for chapter 11 bankruptcy protection December 2, 2008
(Bankr. D. N.J. Case No. 08-33980).  The Hon. Novalyn L. Winfield
presides over the case.  Michael D. Sirota, Esq., and Ilana
Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard PA, in
Hackensack, New Jersey, serve as the Debtor's bankruptcy counsel.
When it filed for bankruptcy, the Debtor estimated both assets and
debts to be between $10 million and $50 million.


BA HOLDINGS: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BA Holdings LLC
        616 Joe Willis Street
        Las Vegas, NV 89144

Bankruptcy Case No.: 08-24662

Chapter 11 Petition Date: December 8, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David J. Winterton, Esq.
                  david@davidwinterton.com
                  David J. Winterton & Assoc., Ltd.
                  211 N. Buffalo Drive #A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317

The Debtor's financial condition as of Dec. 8, 2008:

Total Assets: $32,950,000

Total Debts: $12,889,038

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Clark County Treasurer                           $31,031
500 S. Grand Central Pkwy.
Las Vegas, NV 89155

The Catalyst Group                               $2,095
2654 West Horizon Bridge Pkwy.
B5-223
Henderson, NV 89052

The petition was signed by member Bijan Anjomi.


BANC OF AMERICA: S&P Junks Ratings on 3 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Trust 2006-3.  The ratings on these
classes remain on CreditWatch with negative implications, where
they were placed on Oct. 13, 2008.  Concurrently, S&P placed its
ratings on four additional classes from this series on CreditWatch
with negative implications.

The downgrades and CreditWatch placements follow S&P's discussions
with the special servicer, CWCapital Asset Management LLC,
regarding recently received valuations for seven properties
formerly tenanted by Boscov's.  The valuations are not finalized,
and are subject to change.  They suggest, however, that the values
of these properties have declined significantly since issuance.

The properties serve as collateral for seven loans, which are
delinquent between 60 and 90 days.  The loans have an aggregate
unpaid principal balance of $116.9 million (6.0% of the pool), and
a total exposure, including advances and interest thereon, of
$117.0 million.  The loans, which are neither cross-collateralized
nor cross-defaulted, were transferred to the special servicer on
Aug. 7, 2008, after Boscov's Aug. 4, 2008, Chapter 11 bankruptcy
filing.

Significant appraisal adjustment amounts may be instituted for
several or all the referenced loans after the appraisal valuations
are finalized.  The resulting interest shortfalls could interrupt
liquidity for the subordinate and lower mezzanine classes, which
would prompt more downgrades and/or CreditWatch placements.
Standard & Poor's has asked CWCapital for copies of the appraisals
when they are finalized.  S&P will resolve its negative
CreditWatch placements after S&P reviews the appraisals.

The loans secured by Boscov's that are with the special servicer
are:

  -- A $19.2 million loan (0.99%) is secured by the fee interest
     in a 263,700-sq.-ft. Boscov's in Monroeville, Pennsylvania.
     The property is attached to the Monroeville Mall and was
     built in 1969 and renovated in 2006.  The third-party
     appraisal value for the Boscov's space at issuance was
     $28.8 million.

  -- A $18.9 million loan (0.97%) is secured by the fee interest
     in a 264,855-sq.-ft. Boscov's in Upper St. Clair,
     Pennsylvania.  The property is attached to the South Hills
     Village Mall and was built in 1965.  The third-party
     appraisal value for the Boscov's space at issuance was
     $29 million.

  -- A $17.0 million loan (0.88%) is secured by a leasehold
     interest in a 274,050-sq.-ft. Boscov's in Glen Burnie,
     Maryland.  The property is attached to the Marley Station
     Mall and was built in 1987.  The third-party appraisal value
     for the Boscov's space at issuance was $26.8 million.

  -- A $16.9 million loan (0.87%) is secured by the fee interest
     in a 219,996-sq.-ft. Boscov's in Nottingham, Maryland.  The
     property is attached to the White Marsh Mall and was built in
     1981.  The third-party appraisal value for the Boscov's space
     at issuance was $25.6 million.

  -- A $16.8 million loan (0.86%) is secured by the fee interest
     in a 293,060-sq.-ft. Boscov's in Owings Mills, Maryland.  The
     property is attached to the Owings Mills Mall and was built
     in 1986.  The third-party appraisal value for the Boscov's
     space at issuance was $26.8 million.

  -- A $14.1 million loan (0.72%) is secured by a leasehold
     interest in a 181,212-sq.-ft. Boscov's in Langhorne,
     Pennsylvania.  The property is attached to the Oxford Valley
     Mall and was built in 1973.  The third-party appraisal value
     for the Boscov's space at issuance was $23.1 million.

  -- A $14.0 million loan (0.72%) is secured by a leasehold
     interest in a 182,541-sq.-ft. Boscov's in North Wales,
     Pennsylvania.  The property is attached to the Montgomery
     Mall and was built in 1981.  The third-party appraisal value
     for the Boscov's space at issuance was $22.6 million.

            Ratings Lowered and Remain on CreditWatch

          Banc of America Commercial Mortgage Trust 2006-3
   Commercial mortgage pass-through certificates series 2006-3

                   Rating
                   ------
   Class     To                From            Credit enhancement
   -----     --                ----            ------------------
   F         BBB/Watch Neg     BBB+/Watch Neg     5.55%
   G         BB+/Watch Neg     BBB/Watch Neg      4.67%
   H         BB-/Watch Neg     BBB-/Watch Neg     3.53%
   J         B+/Watch Neg      BB+/Watch Neg      2.90%
   K         B/Watch Neg       BB/Watch Neg       2.52%
   L         B-/Watch Neg      BB-/Watch Neg      2.15%
   M         CCC-/Watch Neg    B+/Watch Neg       2.02%
   N         CCC-/Watch Neg    B/Watch Neg        1.64%
   O         CCC-/Watch Neg    B-/Watch Neg       1.39%

                 Ratings Placed on CreditWatch Negative

         Banc of America Commercial Mortgage Trust 2006-3
    Commercial mortgage pass-through certificates series 2006-3

                   Rating
                   ------
   Class     To                From            Credit enhancement
   -----     --                ----            ------------------
   B         AA/Watch Neg      AA                 10.22%
   C         AA-/Watch Neg     AA-                9.21%
   D         A/Watch Neg       A                  7.57%
   E         A-/Watch Neg      A-                 6.69%


BOSTON HARBOR: Moody's Lowers Rating on $15 Mil. Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by Boston Harbor CLO 2004-1, Ltd.:

Class Description: US$21,000,000 Class C Floating Rate Notes due
2016

  -- Prior Rating: A2
  -- Prior Rating Date: May 24, 2004
  -- Current Rating: Baa2

Class Description: US$15,000,000 Class D Floating Rate Deferrable
Notes due 2016

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: September 18, 2008
  -- Current Rating: Ba2

On September 18, 2008, Moody's placed the rating of the Class D
Notes on review for possible downgrade due to the loss of credit
support from the Class D Coupon Swap provided by Lehman Brothers
Special Financing Inc.  Upon further review of the transaction,
Moody's concluded that the loss of the Class D Coupon Swap support
does not substantially impact the rating of the Class D Notes.
Moody's noted that today's rating action on the Class C and Class
D Notes is primarily a result of the ongoing failure of the
Weighted Average Spread Test.


BRB CERAMIC TILE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BRB Ceramic Tile, Marble & Stone, Inc.
        1603 Dorsett Dock Road
        Point Pleasant, NJ 08742

Case No.: 08-34368

Chapter 11
Petition Date: December 8, 2008

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

Debtor's Counsel: Thomas Michael Walsh, Esq.
                  Trenk, DiPasquale, et al.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: 973-243-8600
                  Fax: 973-243-8677
                  Email: twalsh@trenklawfirm.com

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

Estimated Debts: $500,001 to $1,000,000

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

        http://bankrupt.com/misc/njb08-34368.pdf


CAMDEN COUNTY: Fitch Affirms 'C' Rating on $35 Mil. Bonds
---------------------------------------------------------
During the course of routine surveillance, Fitch Ratings affirms
its 'C' rating on approximately $35.310 million in outstanding
Camden County Pollution Control Financing Authority, New Jersey
solid waste system revenue bonds, series 1991 A, B & D.  The
Rating Outlook is Stable.

The 'C' rating primarily reflects the authority's stable
management and dependence upon continued state subsidies for debt
service payments.  The authority has experienced a reduction in
tonnage due to the overall economic downturn and additional
competition from a private entity.  Consistent state payments over
the last nine fiscal years provided a reasonable level of
assurance in the state's commitment to maintaining the authority's
operations although state subsidy payments in 2007 and 2008 were
reduced from prior years.  Fitch will monitor future subsidy
payments to the authority.

The authority must request the funds from the state prior to each
semi-annual debt service payment and while there is no legal
requirement to provide payment or notice of non-payment of the
state subsidy, the state has provided a subsidy since 2003.  State
support for all local solid waste systems in fiscal 2009 is
budgeted at $30 million, representing a decline from fiscal 2008's
budgeted amount of $35 million and a de minimis 0.1% of total
state appropriations.

Fitch issued an exposure draft on July 31, 2008 proposing a
recalibration of tax-supported and water/sewer revenue bond
ratings which, if adopted, may result in an upward revision of
this rating (see Fitch research 'Exposure Draft: Reassessment of
the Municipal Ratings Framework'.)  At this time, Fitch is
deferring its final determination on municipal recalibration.
Fitch will continue to monitor market and credit conditions, and
plans to revisit the recalibration in the first quarter of 2009.


CANYON CAPITAL: Moody's Lowers Rating on $11.2 Mil. Notes to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by Canyon Capital CDO 2002-1 Ltd.:

Class Description: US$11,100,000 Class B Senior Secured Notes due
2014

  -- Prior Rating: Baa2
  -- Prior Rating Date: 12/19/2002
  -- Current Rating: Baa3

Class Description: US$11,200,000 Class C Senior Secured Notes due
2014

  -- Prior Rating: Ba2
  -- Prior Rating Date: 12/19/2002
  -- Current Rating: Ba3

According to Moody's, these rating actions are a result of the
decline in the average credit rating of the transaction's
underlying collateral pool as well as the increase of securities
rated Caa1 and below.

In addition, Moody's also announced that it has confirmed its
rating on these notes:

Class Description: US$222,100,000 Class A Senior Secured Notes due
2014

  -- Prior Rating: Aa3, on review with direction uncertain
  -- Prior Rating Date: 11/17/2008
  -- Current Rating: Aa3

This rating action is based on the actual underlying rating of the
Class A Notes.  This underlying rating reflects the intrinsic
credit quality of the Class A Notes in the absence of the
guarantee from Ambac Assurance Corporation, whose insurance
financial strength rating was downgraded from Aa3 to Baa1 on
November 5, 2008.  Pursuant to the press release distributed on
November 10, 2008, for a structured finance security wrapped by a
financial guarantor, the Moody's rating will be the higher of (i)
the guarantor's financial strength rating and (ii) the current
underlying rating.


CG JCF: Moody's Holds 'B2' Corp. Family Rating; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of C.G. JCF Corp., the holding company for Crump Group, as
well as the B2 ratings on the company's senior secured credit
facilities.  The rating outlook was changed to negative from
stable based on significant shortfalls in the company's revenues
and EBITDA versus the levels anticipated when Crump Group acquired
the life and commercial insurance services and the retirement
services operations of The BISYS Group, Inc. in August 2007.

Moody's noted that Crump Group's underperformance has been driven
mainly by the weak US economy, financial market turmoil and the
soft pricing environment for property & casualty insurance.  All
three of Crump Group's business segments -- Life Insurance
Services, Retirement Services and Commercial Insurance Services --
have been negatively impacted.  Reduced EBITDA has led to weaker
financial leverage and coverage metrics.  According to Moody's
calculations (which often differ from company or covenant
calculations), Crump Group's adjusted debt-to-EBITDA ratio has
increased from a range of 4x-5x at the time of the BISYS
acquisition to a range of 6x-7x for the trailing 12 months through
September 2008.

In response to these challenges, Crump Group has taken steps to
reduce expenses across all segments, including efforts to
restructure and integrate the commercial insurance operations of
Crump and BISYS.  Further restructuring efforts are underway to
streamline business processes in the year ahead.  Also, during the
first nine months of 2008, the company has received equity
contributions totaling approximately $27 million from its private
equity sponsor, J.C. Flowers & Co. LLC.  The contributions have
helped Crump Group to remain in compliance with bank covenants and
to repay a portion of its term loan facility ahead of schedule.
Moody's expects that JCF will continue to support the company as
needed to service debt and comply with covenants.

The rating agency noted that Crump Group continues to benefit from
its solid presence in target markets and its healthy
diversification across the three segments.  Crump Group ranks
among the largest US wholesale insurance brokers in terms of life
and property & casualty premiums placed.  The company is also
among the largest independent providers of record keeping and
administration services for institutional retirement plans, with
particular expertise in serving small and mid-sized employers.

Moody's cited these factors that could lead to a stable rating
outlook for Crump Group: (i) adjusted (EBITDA -- capex) coverage
of interest exceeding 2.0 times, (ii) adjusted free-cash-flow-to-
debt ratio above 5.0 percent, and (iii) adjusted debt-to-EBITDA
ratio below 5.5 times.

Moody's cited these factors that could lead to a downgrade of the
company's ratings: (i) adjusted (EBITDA -- capex) coverage of
interest below 1.5 times, (ii) adjusted debt-to-EBITDA ratio
remaining above 6.5 times, or (iii) a sustained period with no
organic growth.

Based in Roseland, New Jersey, Crump Group is a diversified
insurance brokerage and retirement services firm.  For the
trailing 12 months through September 2008, the company generated
total revenues of $439 million.  Stockholder's equity was $355
million as of September 30, 2008.  The firm is ultimately owned by
JCF and Crump Group managers.

The last rating action on Crump Group was the assignment of the B2
corporate family rating on July 19, 2007.


CHARYS HOLDING: Bondholder Settlement Underpins Amended Plan
------------------------------------------------------------
Charys Holding Co. Inc. and debtor-affiliate Crochet & Borel
Services, Inc. filed their first amended reorganization plan and
accompanying disclosure statement with the U.S. Bankruptcy Court
for the District of Delaware on December 8, 2008.

The Plan, Bankruptcy Law360 says, includes settlements with
bondholders and other individual creditors that will leave the
company with enough assets to pay back the bulk of the company's
other creditors.

The proposed disclosure statement estimates that holders of
Charys' 8.75% Senior Convertible Notes will recover roughly 32.5%
of their claims and holders of general unsecured claims will
recover between 0% and 15% of their claims.

Charys filed for bankruptcy in February 2008 to implement certain
pre-negotiated agreements in principle with its largest creditors
that will reduce debt, rationalize its capital structure and
provide a platform for future profitability.  Prior to the
bankruptcy filing, Charys was engaged in substantive discussions
with its largest creditors and has reached an agreement in
principle with certain holders -- or managers of accounts that
hold -- roughly 62% of the approximately $201 million in principal
amount of its 8.75% Convertible Notes.  In a news statement on its
bankruptcy filing, Charys said the agreement in principle formed
the basis of a Chapter 11 plan under which, among other things,
(a) in excess of $160 million of the Convertible Notes would be
converted into a substantial majority of the common equity of the
reorganized company, and (b) existing subordinated debt and
existing equity interests in Charys each would be canceled, and
the holders thereof would receive no distribution or
consideration.  Charys also reached agreements in principle to
eliminate over $72 million in debt obligations arising out of the
acquisition of its largest operating subsidiaries and to provide
for the continued critical leadership and other services by key
management within the organization.

The Debtors filed their Joint Plan of Reorganization and
Disclosure Statement on Aug. 3, 2008.

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its Crochet & Borel Services, Inc. subsidiary filed for
Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Case No.08-
10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Lydia
T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, represent the
Debtors as counsel. Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as co-counsel. No Official
Committee of Unsecured Creditors has been appointed in these cases
to date.  Chary's Holdings Co. Inc. reported total assets of
$242.7 million and total liabilities of $378.6 million in its
operating report for August 2008.


CHESAPEAKE ENERGY: Will Cut Spending & Won't Sell New Shares
------------------------------------------------------------
Ben Casselman at The Wall Street Journal reports that Chesapeake
Energy Corp. said it will cut spending in 2009 and won't sell new
shares to raise cash.

According to WSJ, Chesapeake Energy is trying to win back
skeptical investors.  Chesapeake Energy, says the report, stated
that it wouldn't depend on asset sales to cover its drilling
expenses.

Chesapeake Energy has disclosed its financial and operational
plans through 2010 in response to turbulent financial markets and
increased uncertainty about the U.S. economy and natural gas and
oil markets.

Chesapeake Energy has further reduced its capital expenditure
plans for 2009 and 2010 to achieve a cash neutral budget that does
not depend on future asset sales.  The company also plans to build
up to $4 billion in additional cash resources in 2009 and 2010
through further asset monetizations.

From the budget presented in its Nov. 3, 2008 outlook, the company
has decreased its drilling capital expenditure budget for 2009 and
2010 by a combined $2.9 billion, or 31%, and has also reduced its
leasehold and producing property acquisition budget for 2009 and
2010 by a combined $2.2 billion, or 78%.  In total, since July 31,
2008, Chesapeake Energy has reduced its planned 2009 and 2010
drilling, leasehold and producing property acquisition budget by
approximately $9.8 billion, or 58%, to approximately $7.2 billion.

Since August 2008, the company has steadily reduced its drilling
and leasing activities in anticipation of a worsening U.S.
economy, lower natural gas and oil prices and limited capital
markets.  The company is now utilizing approximately 130 operated
rigs, down from a peak of 158 operated rigs in August 2008, and
plans to further reduce its operated rig count to 110 to 115 rigs
early in the 2009 first quarter.  Chesapeake Energy's costs in
approximately 50% of these rigs will be fully or partially paid
for by its third-party joint venture partners.  Chesapeake Energy
anticipates its drilling carries will save the company
approximately $1.2 billion of capital expenditures in 2009 and
approximately $1.1 billion in 2010.  The company will continue to
monitor oil and natural gas markets and economic conditions and
will further adjust its drilling and leasing activity levels if
needed.  Chesapeake Energy is now anticipating production growth
of approximately 5-10% in 2009 and 10-15% in 2010.

The company anticipates the combination of its joint venture
drilling carries, 10-20% lower oilfield service costs and
continued operational excellence will lead to very attractive
drillbit finding costs and financial returns in 2009 and 2010.  In
its 2009 drilling program, for example, Chesapeake Energy is
targeting the addition of approximately 2.5 trillion cubic feet of
natural gas equivalent (tcfe) of proved reserve additions from
approximately $3.0 billion of net drilling capital expenditures,
which would imply a production replacement rate of over 250% and a
drillbit finding and development cost of approximately $1.20 per
million cubic feet of natural gas equivalent (mcfe).
Approximately 1.1 tcfe of the forecasted proved reserve additions
are attributable to the company's interests in its three shale
joint ventures and are based on approximately $500 million in
drilling capital expenditures, net to Chesapeake Energy, at a
drillbit finding and development cost of approximately $0.45 per
mcfe.  Chesapeake Energy is targeting to have proved reserves of
13.5 to 14.0 tcfe by year-end 2009, net of anticipated sales of
proved reserves through volumetric production payments (VPPs).

To create additional value from its proved and unproved properties
and to further enhance its financial liquidity, Chesapeake plans
to continue selectively monetizing mature assets and undeveloped
leasehold.  Chesapeake is in discussions to sell certain
Chesapeake-operated producing assets in the Anadarko and Arkoma
Basins in its fourth VPP transaction.  In this transaction,
Chesapeake plans to sell producing assets with proved reserves of
approximately 100 bcfe and current net production of approximately
55 mmcfe per day for proceeds of approximately $450 million, or
$4.50 per mcfe.  Chesapeake will retain future drilling rights on
the properties.  For accounting purposes, the transaction will be
treated as a sale and the company's proved reserves and production
will be reduced accordingly.  The company anticipates completing
this transaction by year-end 2008.

While Chesapeake Energy received multiple bids for the purchase of
its assets in South Texas, it believes the monetization of all or
a portion of the producing assets though a VPP will be a more
attractive transaction alternative.  As a result, Chesapeake
Energy intends to market its fifth VPP transaction for a portion
of its South Texas assets instead of selling the entire asset
package.  The company now anticipates selling producing assets in
South Texas with proved reserves of approximately 80 bcfe and
current net production of approximately 70 mmcfe per day for
proceeds of approximately $450 million, or $5.60 per mcfe, and
completing the transaction on these assets in the 2009 first
quarter.

Additionally, the company continues to have discussions with
multiple parties for either a minority investment in its midstream
operations or the purchase of portion of its existing midstream
assets.  Chesapeake Energy anticipates completing a midstream
transaction, subject to reaching an agreement on acceptable terms,
in the 2009 first quarter.

Over the past month, Chesapeake Energy has also restructured its
hedging position to provide further downside price protection.
Chesapeake Energy currently has approximately 76% of its
anticipated 2009 natural gas production hedged through swaps and
collars at an average swap and floor price of $8.20 per thousand
cubic feet (mcf), including only 12% of its anticipated production
hedged through swaps with knockout provisions, much of which is
concentrated in the 2009 fourth quarter.

Given the company's ample current and projected financial
liquidity and in response to an unexpectedly negative market
reaction to the company's Nov. 26, 2008 filings with the
Securities and Exchange Commission, Chesapeake Energy plans to
terminate the Distribution Agency Agreements it has with three
securities firms and will not issue any shares under the equity
distribution program described in its prospectus supplement dated
Nov. 26, 2008.  Additionally, the company plans to amend its
acquisition shelf registration statement filed on Form S-4 to
reduce the number of common shares to be registered from
50 million to 25 million.

Aubrey K. McClendon, Chesapeake's chief executive officer,
commented, "We are pleased to announce our cash neutral budget for
2009 and 2010 that does not depend on future asset sales.  In
addition, we plan to build up to $4 billion in additional cash
resources over the next two years by continuing to monetize mature
assets and undeveloped leasehold.  The company has ample financial
liquidity and we will monitor market conditions and proactively
manage our capital spending levels in order to remain within our
cash resources."

"Over the past year, we have captured significant value for our
shareholders by monetizing a portion of our producing assets and
undeveloped leasehold through VPPs and joint ventures.  So far
this year, we have received approximately $11.7 billion in cash
and carried working interests through the sale of two VPPs, the
creation of three joint ventures and the sale of our Arkoma
Woodford Shale assets.  Our cost basis in those assets was
approximately $3.0 billion, creating a gain of approximately
$8.7 billion.  In addition, we still retain 80% of our Haynesville
assets, 75% of our Fayetteville assets and 67.5% of our Marcellus
assets with indicated combined values of more than $25 billion."
Ms. McClendon states.

Ms. McClendon said, "We believe our approach of selectively
monetizing mature assets and undeveloped leasehold is an
attractive supplement to the traditional E&P industry business
model of simply drilling wells and collecting proceeds from
production over future years and decades.  While that traditional
activity will remain the foundation of our business, we believe
Chesapeake's asset monetization activities increase our financial
flexibility and create immediate value for shareholders with less
risk.  In time, we believe investors will more fully appreciate
this aspect of our business as we successfully complete additional
monetization transactions."

"The market response to our SEC fillings on Nov. 26, 2008 was
obviously very negative.  We underestimated how the market would
assess the purpose, implication, timing and magnitude of our
filings.  Our intent was to create broad financial flexibility for
an uncertain economic and commodity market environment over the
next few quarters.  In retrospect, we made a mistake and we are
terminating the Distribution Agency Agreements that permitted us
to sell shares under a prospectus supplement and we are amending
our acquisition shelf registration statement filed on Form S-4 to
reduce the number of common shares registered from
50 million to 25 million.  While the economy, stock market and
natural gas and oil prices have made the second half of 2008 a
brutal year for industry investors, Chesapeake has generated
strong financial and operating results this year.  We can not
predict how the U.S. economy will perform in 2009 and 2010, but
Chesapeake will continue executing its innovative, value-creating
strategies and will continue building shareholder value in the
years ahead, just as we have for the past 15 years as a public
company," Ms. McClendon said.

               About Chesapeake Energy Corporation

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

                         *     *     *

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

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

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

As reported in the Troubled Company Reporter on Oct. 27, 2008,
Fitch Ratings affirmed Chesapeake Energy Corporation's issuer
default rating at 'BB' following the company's recently announced
updated financial position and plans to cut capital expenditures.
The rating outlook remains negative.


CHRYSLER LLC: Congressman Opposes Bailout Due to Cerberus Ties
--------------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that Congressman
Steve Kagen has opposed a bailout for Chrysler LLC, arguing that a
take over by parent company Cerberus Capital Management LP of
NewPage Corp. led to closures of two factories in Northeast
Wisconsin, eliminating 750 jobs, Alex P. Kellogg at WSJ states.

WSJ relates that Chrysler CEO Robert Nardelli was also questioned
during congressional hearings last week on why he doesn't seek
help from Cerberus Capital.  Mr. Nardelli, according to the
report, said that he already did but was turned down.  Mr. Kagen
urged Cerberus Capital to put some of its "billions of dollars in
assets" on the table before Congress offers Chrysler any kind of
bailout, the report says.

According to WSJ, Mr. Kagen suggested that Cerberus Capital could
sell the mills it closed in Wisconsin and use that money to boost
Chrysler.  "If Cerberus truly believes Chrysler is a good
investment, then Cerberus should put up some of their own money.
The question is... why are you coming to taxpayers if it's not
such a good deal?"

Mr. Kagen supports a bailout for General Motors Corp. and Ford
Motor Co., WSJ reports.

             GM Seeks Workers' Support for CEO

John D. Stoll and Sharon Terlep posted in the WSJ blog that GM
officials sent salaried engineers an e-mail on Tuesday asking them
to sign on to a letter asking that CEO Rick Wagoner and other
managers stay at the company.

Mr. Stoll and Ms. Terlep say that the letter would be sent to Sen.
Christopher J. Dodd and the Senate Banking Finance Committee.
According to the blog, Sen. Dodd's committee wqould vote this week
on a $15 billion bailout package for GM, Ford Motor Co. and
Chrysler LLC.  The blog says that Sen. Dodd suggested on Sunday
that Mr. Wagoner step aside.

Mr. Stoll and Ms. Terlep quoted GM spokesperson Tom Wilkinson as
saying, "There is generally a lot of support for Rick among
employees at GM."  The lobbying effort wasn't initiated by Mr.
Wagoner or other ranking executives, the blog states, citing Mr.
Wilkinson.

         Former Chrysler CEO Disapproves of CEO Ousters

Mike Spector posted on the WSJ blog that former Chrysler
chairperson and chief executive Lee Iacocca doesn't agree with
calls from the Congress that CEOs of the automakers seeking
government bailout be laid off.  According to the blog, Mr.
Iacocca had persuaded the Congress to extend Chrysler about
$1.5 billion in loans in 1979, and those loans had been paid back,
with interest.  According to Mr. Spector, Mr. Iacocca was also
president of Ford Motor.

Mr. Iacocca said in a statement, "Having been there, I do not
agree with the sentiment now coming out of Congress that the
management should be changed as a condition of granting loans to
the Detroit auto makers.  "You don't change coaches in the middle
of the game, especially when things are so volatile . . . . The
industry has been brutalized by a totally unpredictable series of
events over which it had little control and that is beating it
unmercifully into the ground.  The companies may not be perfect
but the guys who are running them now are the only ones with the
experience and the in-depth knowledge and understanding of how the
car business really works.  They're by far the best shot we have
for success.  I say give them their marching orders and then let
them march.  They're the right people to get the job done."

Corey Boles posted on the WSJ blog that a senior congressional
aide said on Monday that the CEOs of Ford Motor, Chrysler, and GM
wouldn't lose their jobs as part of a government bailout.  A
proposal, says Mr. Boles, is being considered that would require
the firms to hire separate chairpersons to oversee management.

            Bailout Has Lukewarm Support From Public

Easha Anand at WSJ reports that the lukewarm support that GM, Ford
Motor, and Chrysler's government loan request gets from the public
reflects the situation in the Congress.

According to WSJ, the requested government bailout has backers in
the Congress, but few "champions."

A new Wall Street Journal/NBC News poll, conducted from Dec. 5 to
Dec. 8 and which had a margin of error of plus or minus three
percentage points, indicates that about 46% of U.S. citizens
approve of giving aid to the three auto companies, while about 42%
disapprove.

"It would be nice to bail them out, but you have to take into
consideration what auto workers and executives have been paid for
years.  The country seems to be spending money they do not have,
we're going further and further into debt," WSJ quoted Philip
Hall, a 56-year-old mason who drives a GMC truck, as saying.

Josh Mitchell at WSJ relates that while the White House and top
Democrats have reached an agreement on the principles of a $15
billion short-term aid package to the automakers, Republicans are
torn between the need to bail out those companies and opposition
based on fiscal principles.  According to the report, rank-and-
file Democrats said they are in favor of a bailout, while some
conservative Republicans are against any package that didn't
include the firms' bankruptcy filing.

WSJ reports that Senate Majority Leader Harry Reid said he hoped
for a vote by Wednesday on the legislative proposals for the
bailout.  Among the conditions in the bailout is that the
government would acquire a stake in the companies.

                       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: Stops Cooperation Talks with Chery Automotive
-----------------------------------------------------------
Chrysler LLC said in a statement on Monday that it has ended
cooperation talks with China's Chery Automotive Co. due to the
global economic slowdown.

Alex P. Kellogg and Norihiko Shirouzu at The Wall Street Journal
report that Chrysler started the discussions with Chery Automotive
in July 2007, seeking to have Chery Automotive make small cars
that it could sell in China and in the U.S.

WSJ quoted Chrysler as saying, "Many of the original premises the
two companies had when entering into the agreement no longer
apply."

The termination of talks with Chery won't affect any of the more
than two dozen other alliances and partnerships that Chrysler is
engaged in, WSJ states, citing Chrysler spokesperson David
Elshoff.  "Our partnerships are not interdependent," he added.

According to WSJ, Chrysler is collaborating with Nissan Motor Co.
on some projects and is supposed to introduce a Nissan-made small
car in South America next year, as well as a different Nissan-
produced small car in the U.S.  WSJ relates that Chrysler will
make pick up trucks that Nissan will sell in the U.S. in 2011.
The report says that Chrysler is producing minivans that
Volkswagen AG is selling under its own brand in the U.S.

                      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.


COOPER-STANDARD: Ongoing Financial Stress Cues Moody's Junk Rating
------------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default of Cooper-Standard Automotive Inc., to Caa1
from B2, the ratings of the existing senior secured bank credit
facilities to B1 from Ba2, the rating of the guaranteed senior
unsecured notes to Caa1 from B3, and the rating of the guaranteed
senior subordinated notes to Caa3 from Caa1.  In a related action
the Speculative Grade Liquidity Rating was lowered to SGL-4 from
SGL-3.  The rating outlook remains negative.

The lowering of Cooper Standard's Corporate Family Rating to Caa1
incorporates the ongoing financial stress among automotive
manufacturers and the likelihood that dramatic production declines
by the Detroit-3 for the first quarter of 2009 will further weaken
the company's operating performance.  Significant production
declines experienced by European automobile manufactures in the
second half of 2008 are expected to continue into 2009 and could
place further pressure on Cooper-Standard's results.  The company
has utilized various restructuring initiatives over the past few
years to adapt its operations to the more challenging automotive
environment, and this has helped to support cash flow generation.

Lower production levels and reduced commodity prices for raw
materials could also help to moderate the seasonal cash flow
requirements typical of the first calendar quarter of most
automotive suppliers.  However, the severe global automotive
production declines over the near term are expected to leave
Cooper-Standard's credit metrics at levels that are no longer
consistent with the B rating category.

The negative outlook reflects the potential for Cooper-Standard's
financial performance to be further weakened during 2009, if U.S.
and European auto makers need to take additional production rate
cuts, as well as the risk that the significant financial
restructuring or bankruptcy of one or more of the Detroit-3
automakers could cause more immediate operating and cash flow
disruptions.

Future events that could cause Cooper-Standard's ratings to be
downgraded include further erosion of operating performance that
leads to operating losses or negative cash flow generation,
evidence of further erosion of the company's liquidity profile, or
evidence of any potential for covenant violations under the bank
credit facility.  The ratings could be adversely affected if the
financial restructuring or bankruptcy of one or more automakers
were to create potential for further disruptions in the company's
business.

Future events that could stabilize Cooper-Standard's outlook would
first require the stabilization or improvement in underlying
industry conditions.  This would need to be accompanied by
operational improvements at Cooper-Standard that result in margins
being sustained above 5%, EBIT/interest coverage above 1x, and
free cash flow generation that facilitates debt reduction.  A
stable outlook would also require improvement in the company's
liquidity profile, including increased unused availability under
the company's revolving credit facility.

For the LTM period ending September 30, 2008, Cooper-Standard's
EBIT/interest expense was approximately 1.2x (calculated using
Moody's standard adjustments), total Debt/EBITDA was approximately
4.5x, and free cash flow was $59 million.  As of September 30,
2008 the company had $34 million of cash on its balance sheet and
an additional $84 million of borrowing capacity under its
revolving credit facility, net of letters of credit.  In October
2008 the Company borrowed $64 million under its revolving credit
facility to protect against possible short-term disruptions in the
financial markets.

The SGL-4 Speculative Grade Liquidity rating reflects Moody's
expectation that the company will maintain weak liquidity over the
next 12 months.  While Cooper-Standard has historically been a
free cash flow generator, depressed production levels in North
America and Europe will pressure this ability over the
intermediate term.  As a result, Moody's anticipates that Cooper-
Standard will become increasingly reliant on external financing
sources to preserve its liquidity.  The $125 million revolving
credit facility has about $89 million outstanding after the
company drew down $64 million in October 2008 as a precaution
against disruptions in the financial markets, and after
considering LC requirements there is limited additional
availability.

Financial covenant cushions are adequate; a senior secured debt to
consolidated EBITDA test is the only financial covenant under the
bank credit facilities and at September 30, 2008, the test level
was 1.9 to 1.0 compared to a required maximum of 3.25 to 1.0.
This test steps down to 3.0 to 1.0 at December 31, 2008.  Cushion
under the financial covenant is expected to diminish over the near
term as lower global OEM production pressures the company's
earnings, but the company should be able to operate within the
required covenant levels.  There are limited avenues of alternate
liquidity as essentially all the company's assets are pledged
under the credit facilities.

Ratings Lowered:

  -- Corporate Family Rating, to Caa1 from B2

  -- Probability of Default Rating, to Caa1 from B2

  -- Senior secured credit agreement for borrowers Cooper-Standard
     and Cooper-Standard Canada, to B1 (LGD2, 20%) from Ba2 (LGD2,
     20%), consisting of:

     * guaranteed senior secured revolving credit (US$
       denominated) at Cooper-Standard, due December 2010;

     * guaranteed senior secured revolving credit (US$ or C$
       denominated) at Cooper-Standard Canada, due December 2010;

     * guaranteed senior secured term loan A (C$ denominated) at
       Cooper-Standard Canada, due December 2010;

     * guaranteed senior secured term loan B (US$ denominated) at
       Cooper-Standard Canada, maturing December 2011;

     * guaranteed senior secured term loan C (US$ denominated) at
       Cooper-Standard, maturing December 2011;

     * guaranteed senior secured term loan D (US$ and Euro
       denominated) at Cooper-Standard, maturing December 2011;

     * guaranteed senior secured add-on US$90MM equivalent add-on
       term loan E

  -- Guaranteed senior unsecured notes maturing December 2012, to
     Caa1 (LGD4, 52%) from B3 (LGD4 58%);

  -- Guaranteed senior subordinated unsecured notes maturing
     December 2014, to Caa3 (LGD6 91%) from Caa1 (LGD5 85%)

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3

The last rating action on Cooper-Standard was to change the
company's Outlook to negative on October 28, 2008.

Cooper-Standard Automotive, Inc., headquartered in Novi, Michigan,
is a portfolio company of The Cypress Group and Goldman Sachs
Capital Partners.  It is a leading global manufacturer of fluid
handling systems (approximately 53% of revenues); and body
sealing, and noise, vibration, and harshness control systems
(approximately 47%) for automotive vehicles.  The company sells
about 80% of its products directly to automotive original
equipment manufacturers. Annual revenues in 2007 were
approximately $2.5 billion.


COPIA: Main Creditor Asks Court to Dump Chapter 11 Petition
-----------------------------------------------------------
The Associated Press reports that ACA Financial Guaranty
Corporation has asked the U.S. Bankruptcy Court for the Northern
District of California to deny Copia's petition for Chapter 11
bankruptcy protection.

ACA Financial, Copia's main creditor and which insures Copia's
$78 million bond debt, claimed that Copia's bankruptcy is an
attempt to relieve its debt at the creditors' expense so it can
become a for-profit enterprise, The AP states.

According to The AP, Copia is a nonprofit food and wine museum
also known as The American Center for Wine, Food and the Arts.  It
filed for Chapter 11 protection saying that it needs to
restructure to be profitable, The AP relates.  Copia, according to
the report, blamed the credit crisis for its decision to close in
November.

The AP says that Copia hopes to sell its real estate and lease the
facilities for its programs.  ACA Financial is trying to avoid
paying out $40 million or more it may be liable for, the report
states, citing Copia's Interim CEO Garry McGuire.

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

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Copia filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of California on
Dec. 1, 2008.


COPPER RIVER: Will Liquidate & Return Funds to Investors
--------------------------------------------------------
Copper River Management will liquidate and return funds to its
investors, Carol S. Remond at The Wall Street Journal reports,
citing people familiar with the matter.

WSJ relates that Copper River initially considered closing down
some offices and continuing on as a smaller entity.  According to
the report, Copper River lost about 50% of its value in September
and was down another 5% in October.  The report says that Copper
River was affected by market downturn and restrictions that the
government imposed on short selling in September.

Copper River, says WSJ, wasn't able to cash out derivative
contracts, in which Lehman Brothers was the counterparty before
the company filed for Chapter 11 protection.   WSJ states that
Copper River's money became tied up in Lehman Brothers' bankruptcy
proceedings.

According to WSJ, prime brokers started raising margin
requirements, which then forced funds including Copper River to
put up more collateral or liquidate trading positions.

Copper River Management, LP --
http://www.copperrivermanagement.com/-- is a $1 billion fund that
primarily bets on the dropping value of stock it deemed
overpriced.  The fund was founded by David Rocker and was run by
Marc Cohodes.


CORDOVA FUNDING: S&P's Outlook on $225MM Bonds BB Rating Is Stable
------------------------------------------------------------------
Standard and Poor's Ratings Services said that it assigned its '1'
recovery rating to Cordova Funding Corp.'s $225 million
($187.8 million outstanding as of June 30, 2008) senior secured
bonds due 2019; the rating on the bonds is 'BB'.  The outlook is
stable.

"The '1' recovery rating for the project indicates S&P's
expectation of very high recovery (90% to 100%) of principal in
the event of a default," said S&P's credit analyst Terrence
Marshall.  "Our simulated default scenario assumes a downturn in
the operational performance of the project coupled with increased
capital and operations and maintenance expenditures."

CFC, which is wholly owned by MidAmerican Energy Holdings Co.
(MEHC; A-/Watch Neg), is the funding vehicle that issued the rated
debt and subsequently loaned the proceeds to its affiliate,
Cordova Energy Company LLC.  Cordova used the proceeds in June
2001 to complete construction of its 537 megawatt natural gas-
fired, combined-cycle power plant in Rock Island County, Illinois.
The project sells its entire capacity and energy to Constellation
Energy Commodities Group through a tolling agreement that expires
in 2019.  Without the tolling agreement, Cordova would be forced
to operate in the merchant market and, given current market
conditions, would likely not be able to service its debt in a
timely manner.

Cordova has a tolling power purchase agreement with Constellation
Energy Commodities Group.  Constellation's obligations are
guaranteed by Constellation Energy Group Inc (BBB/Watch
Developing/A-2).  The PPA agreement expires Dec. 31, 2019, just
beyond the debt maturity.  Under the PPA agreement, Constellation
purchases and schedules Cordova's energy output, and Cordova
receives guaranteed capacity payments along with energy payments
when the plant is dispatched.  While the agreement with the
offtaker allows for margin sharing, the market economics have not
supported sufficient margins for Cordova to receive any revenues
under the plan.  Under zero dispatch, the guaranteed payments
cover 90% to 100% of the project's debt service and fixed costs,
as long as the project qualifies for 100% of the tolling payments.
The project uses commercially proven technology and has operated
well enough to receive 100% of the payments during the past four
years.


CORPORATE BACKED: S&P Cuts Ratings on Classes A-1 & A-2 to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 certificates from Corporate Backed Trust
Certificates Series 2001-8 Trust to 'CC' from 'CCC+'.

The rating actions follow the Dec. 4, 2008, lowering of the long-
term corporate credit and other ratings on General Motors Corp.
(GM; CC/Negative/NR).

Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates are based
solely on the rating assigned to the underlying securities ('CC'),
the 8.10% debentures due June 15, 2024, issued by GM.

The corporate rating actions on GM have no immediate rating impact
on the GM-related asset-backed securities supported by collateral
pools of consumer auto loans, auto leases, or auto wholesale
loans.


DBSI INC: Gets Go Signal to Continue Using Lenders' Collateral
--------------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Peter J. Walsh of the
United States Bankruptcy Court for the District of Delaware issued
a second supplemental order on December 8, 2008, authorizing the
Debtor to continue its limited use of collateral securing its
obligations to its lenders.  Bankruptcy Law360 says lenders have
objected to the Debtor's request, arguing that the Debtor's use of
cash collateral would diminish the value of their loans.
According to Bankruptcy Law360, the Court found the continued use
of cash collateral "necessary and essential" for the Debtor.

As previously reported by Troubled Company Reporter on November
20, 2008, the Court authorized DBSI Inc. and its debtor-affiliates
to use, on an interim basis, cash collateral securing repayment of
secured loan to lenders in accordance with a budget.  The Debtors
have said they have an urgent need to use cash collateral to
permit the preservation and orderly disposition of the tenant-in-
common (TIC) properties that compromise the Property Management
Business wherein their lenders have a first priority perfected
security interest.  Absent access to those funds will disable the
Debtors to pay expenses associated with the management of the
properties including payroll and general maintenance costs,
according to the Debtors.

As adequate protection, the Debtors have proposed to grant the
lenders a replacement lien on all postpetition collateral
including all cash and cash equivalents generated by the Debtors
relating to the properties.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?34ef

The Court will convene a hearing later today, December 10, to
consider the request by a group of investors who purchased
interests in certain projects of DBSI for the appointment of an
examiner in DBSI's Chapter 11 cases.  Bloomberg's Bill Rochelle
said the investors pointed to a class-action suit filed before
bankruptcy making allegations that the company committed bank and
tax fraud while intentionally concealing the value of properties,
failing to maintain required cash reserves, and inducing people to
invest without performing due diligence.

Bloomberg said three different groups of investors filed identical
motions on Nov. 20 seeking to conduct Bankruptcy Rule 2004
examinations of the company and its CEO and President Douglas
Swenson.  The investors want information related to motions DBSI
is making to reject contracts regarding the projects where they
have investments.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  The company and 145 of its
affiliates filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Del. Lead Case No. 08-12687).  The Debtors proposed
Young Conaway Stargatt & Taylor LLP as its counsel.  Kurztman
CarsonConsultants LLC represents as the Debtors' notice claims and
balloting agent.  Roberta A. DeAngelis, the United States Trustee
for Region 3, has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in the case.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


ECLIPSE AVIATION: U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors in the bankruptcy case of Eclipse Aviation
Corporation:

   1. Hampson Aerospace, Inc.
   2. Gopal Gadodia
   3. Joerg Koepping
   4. Passport 500 LLC
   5. Pratt & Whitney Canada Corp.
   6. Precision Aerostructures
   7. Strategic Aeronautics

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.

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.
Del. Case No. 08-13031).  The company listed assets of
$100 million to $500 million and debts of more than $1 billion.


EMPIRE LAND: Court Converts Bankruptcy Cases to Chapter 7
---------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has converted the chapter 11 cases of Empire Land LLC
and seven debtor-affiliates into proceedings under chapter 7 of
the Bankruptcy Code at the behest of the official committee of
unsecured creditors.  Bankruptcy Law360 says Judge Meredith A.
Jury appointed Richard K. Diamond as chapter 7 trustee.

Bankruptcy Law360 notes that the committee questioned a $17.5
million transfer made to a nondebtor affiliate and expressed
doubts about Empire's ability to maintain operations.

As reported by the Troubled Company Reporter on November 12, 2008,
the Committee wants the cases converted to Chapter 7 instead of
having a Chapter 11 trustee take over the Debtors' estates on
grounds that:

  -- a trustee likely will need to consider substantive
     consolidation of the other 92 non-debtor entities, which
     cannot effectively addressed in a liquidating Chapter 11
     plan;

  -- Chapter 11 plan process would increase expenses;

  -- value of the Debtors' estate could not be adequately
     disclosed in a disclosure statement; and

  -- trustee expenses are superior in priority.

The Committee told the Court administrative fees and operating
losses are mounting, and exclusive periods have expired and no
plan as been filed to date.  Although there is a draft of the
plan, the Debtors have not negotiated any of the terms with the
Committee.  The plan provides, among other things, the Debtors'
unit, Empire Partners Inc., will receive a full release of all
claims in turn for $25,000 and any liquidating trustee be
forbidden from using any of the Debtors' assets to pursue claims
against the Debtors' principals.

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection on
April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-14592).  James
Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 16 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The Committee
selected Landau & Berger LLP as its general bankruptcy counsel.
When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


ENRON CORP: Inks $44MM Settlement In Commercial Paper Litigation
----------------------------------------------------------------
Bankrutpcy Law360 reports that Enron Creditors Recovery Corp. has
asked the U.S. Bankruptcy Court for the Southern District of New
York to approve settlements totaling more than $44 million with
around 70 entities linked to commercial paper transactions that
Enron Corp. engaged in before its 2001 collapse.

As part of its mission to liquidate remaining operations and
distribute assets to its creditors, Enron Creditors Recovery Corp.
commenced a lawsuit against approximately 180 defendants,
including Goldman, Sachs & Co., Lehman Commercial Paper, Inc.,
JPMorgan Securities and MassMutual in November 2003.  The suit
seeks to recover commercial paper debt prepayments, which were
made in the months just before Enron filed for bankruptcy.  Enron
Creditors Recovery Corp. asserts that the payments were
preferential or fraudulent, and is seeking recovery of the funds
to ensure these institutions do not retain money that should be
distributed to Enron's innocent creditors instead.

Enron Creditors Recovery Corp. said on its Web site that cash
settlements have been reached totaling more than $172 million,
including a settlement of nearly $150 million with Lehman and its
customers.  Not included in this total is a settlement made with
JPMorgan Chase as part of its MegaClaims settlement.

Enron Creditors Recovery Corp. also noted on its Web site that
roughly $418 million in face value transfers are outstanding
against defendants, including MassMutual, Goldman, Sachs & Co. and
certain of its customers, and certain JPMorgan Chase customers.
Enron Creditors Recovery Corp. continues to pursue these claims.

In July 2007, CFO.com said Enron Creditors Recovery Corp. settled
claims related to the commercial paper litigation for $149
million.  The settlement is with 72 of Enron's lenders under the
commercial-paper program.  CFO.com said the lenders that signed
the settlement included Lehman Commercial Paper Inc., Northern
Trust Corp., Allstate Life Insurance and Prudential Insurance Co.

According to the Troubled Company Reporter on October 6, 2008,
Enron Creditors Recovery Corp., fka Enron Corp., disclosed its
24th distribution to creditors of Enron and its affiliated Debtor
companies.  The distribution to holders of allowed general
unsecured claims and allowed guaranty claims totals approximately
$828,900,000, consisting of cash of approximately $740,500,000 and
Portland General Electric Company Common Stock equivalents of
approximately $54,400,000, plus interest, dividends and gains of
$34,000,000.

Since November 2004, Enron Creditors Recovery Corp. has returned
approximately $21,427,900,000 to creditors in twice-yearly
distributions, in April and October, as well as in "catch-up"
distributions paid on an interim basis every two months, and
certain special distributions.  Once all pending litigation is
settled and various administrative tasks are completed to wind
down the estate, Enron will make an additional final distribution
to creditors, likely in 2009, of any remaining assets.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


EPIX PHARMACEUTICALS: To Appeal Stock Delisting Action of Nasdaq
----------------------------------------------------------------
EPIX Pharmaceuticals Inc. received a notice from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC stating that
the company has not regained compliance with Nasdaq Marketplace
Rule 4450(b)(1)(A), which requires a listed company to maintain a
minimum $50 million market capitalization for continued listing on
The Nasdaq Global Market.  This notice follows prior
correspondence from the Staff regarding the company's market
capitalization.

The Staff has indicated that the company's common stock is subject
to delisting unless the company requests a hearing before a Nasdaq
Listing Qualifications Panel.  The company plans to request a
hearing before a Panel.  As a result, the company's securities
will remain listed on The Nasdaq Stock Market at least until the
Panel renders a decision after the hearing.  There can be no
assurance that the Panel will grant the company's request for
continued listing.

Headquartered in Lexington, Massachusetts, EPIX Pharmaceuticals
Inc. (NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.

EPIX Pharmaceuticals Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $52.8 million and total liabilities of
$137.6 million, resulting in a stockholders' deficit of
$84.8 million.


EPIX PHARMACEUTICALS: Sept. 30 Balance Sheet Upside-Down by $84MM
-----------------------------------------------------------------
EPIX Pharmaceuticals Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $52.8 million and total liabilities of
$137.6 million, resulting in a stockholders' deficit of
$84.8 million.

EPIX's net loss for the third quarter ended Sept. 30, 2008, was
$10.2 million compared with $12.9 million for the quarter ended
Sept. 30, 2007.

Total revenues for the third quarter ended Sept. 30, 2008, were
$5.1 million, compared with $5.3 million for the third quarter of
2007.  Revenues during the 2008 and 2007 third quarter periods
relate to reimbursed costs and milestones earned associated with
the company's GSK and CFFT collaborations.

For nine months ended Sept. 30, 2008, the company incurred a net
loss of $26.2 million compared with a net loss of $50.4 million.

As of Sept. 30, 2008, EPIX had cash, cash equivalents and short-
term investments of $34.5 million compared with $61.1 million on
Dec. 31, 2007.  EPIX has $100.0 million of convertible debt
outstanding.  Approximately 41.7 million shares of common stock
were outstanding at Sept. 30, 2008.

On Oct. 23, 2008, EPIX disclosed that it had reduced its cost
structure by decreasing its workforce by approximately 23% and
narrowing the current focus of its research and development
efforts.  The company is devoting its resources to its lead
clinical programs, PRX-03140 being developed for the treatment of
Alzheimer's disease and PRX-08066 being developed for the
treatment of patients with chronic obstructive pulmonary disease
and moderate-to-severe pulmonary hypertension, well as its
partnered preclinical programs with GSK and CFFT.  EPIX estimates
that this reduction in force will result in a decrease to its
annual salary and benefits costs of approximately $3.0 million.
In addition, the company expects to realize savings in future
research and development spending associated with the narrowing of
its research and development focus.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?35e8

                     About EPIX Pharmaceuticals

Headquartered in Lexington, Massachusetts, EPIX Pharmaceuticals
Inc. (NasdaqGM: EPIX) -- http://www.epixmed.com/-- is a
biopharmaceutical company focused on discovering and developing
novel therapeutics through the use of its proprietary and highly
efficient in silico drug discovery platform.  The company has a
pipeline of internally-discovered drug candidates currently in
clinical development to treat diseases of the central nervous
system and lung conditions.  EPIX also has collaborations with
leading organizations, including GlaxoSmithKline, Amgen, Cystic
Fibrosis Foundation Therapeutics, and Bayer Schering Pharma AG,
Germany.


EQUITY MEDIA: Files for Chapter 11 Bankruptcy on Debt Default
-------------------------------------------------------------
Equity Media Holdings Corp. made a voluntary filing under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Eastern District of Arkansas after it
defaulted on a $41.5 million loan, Erik Larson of Bloomberg News
reports.

Patrick G. Doran, chief financial officer of the company, said in
a regulatory filing with the Securities and Exchange Commission on
Nov. 24, 2008, that the company defaulted in its debt obligations
under a restated credit agreement dated as of Feb. 13, 2008, as
amended, among the company and lenders -- Silver Point Finance
LLC and Wells Fargo Foothill Inc. as collateral agent -- and its
lenders terminated the loan documents.  All other obligations
under the loan documents are due and payable, Mr. Doran related.

Silver Point filed on Dec. 2, 2008, an action against the company
seeking an appointment of a receiver to take possession of the
company for purposes of preserving the value of its assets,
Mr. Doran said.  The company is now evaluating its potential
responses to this action, he continued.

According to Bloomberg, affiliate Univision Communications Inc.,
in New York, who owns 8% of the company's equity, listed more than
$100 million in assets and more than $50 million in debts.

The company's condensed consolidated balance sheets at Sept. 30,
2008, showed $103.1 million in total assets and $167.5 in total
debts.  Equity Media lost about $52.9 million for the three
quarters ended Sept. 30, 2008, and about $31.1 million during the
same period in 2007.

A full-text copy of the company's Form 10-Q for the quarterly
period ending Sept. 30, 2008, is available for free at:

               http://ResearchArchives.com/t/s?35e9

                        Liquidation Possible

Silver Point's Dec. 2 action against Equity Media and certain of
its subsidiaries seeks, among other relief, an appointment of a
receiver to take possession of Equity Media for purposes of
preserving the value of the company's assets.  According to
ArkansasBusiness.com, Silver Point sought repayment on its
$41.5 million credit facility.

Equity Media said, "If the company is unable to obtain additional
funds immediately or if the funds cannot be obtained on favorable
terms, management may be required to liquidate substantially all
available assets, restructure the company, cease all or a part of
operations, seek protection under U.S. bankruptcy laws and
regulations, or undertake other actions."

Silver Point said in court documents that Equity Media repeatedly
defaulted on its credit agreement and that Silver Point attempted
to restructure the agreement many times.  According to the
documents, Silver Point claimed that Equity Media's management
frequently acted in their own best interest.  "Throughout the
lending relationship between the Borrowers and Lenders, the
Borrowers have repeatedly acted to impair the value of the
Collateral and destroy the security of the Lenders and have
elevated certain members of the [board of director's] personal
interests over the obligations the Borrowers owe to the Lenders,"
Silver Point said in its complaint.

Citing Silver Point, ArkansasBusiness.com relates that Equity
Media's Chairperson Richard Rochon allegedly informed Silver Point
that he wouldn't work with the lender to facilitate an orderly
bankruptcy of Equity Media to sell assets.  Mr. Rochon said that
the board members would resign and let the stations stop operating
or walk away from the company, according to court documents.

                       About Equity Media

Equity Media Holdings Corp. fka Equity Broadcasting Corporation --
http://www.emdaholdings.com/-- operates 121 television stations
including 23 full power, 38 Class A and 60 low power stations.
The company was founded in 1998.


EQUITY MEDIA HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Equity Media Holdings Corporation
        dba Coconut Palm Acquisition Corp.
        dba Equity Broadcasting Corp.
        One Shackleford Drive, Suite 400
        Little Rock, AR 72211

Bankruptcy Case No.: 08-17646

Chapter 11 Petition Date: December 8, 2008

Court: Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: James F. Dowden, Esq.
                  jfdowden@swbell.net
                  James F. Dowden, P.A.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: (501) 324-4700
                  Fax: (501) 374-5463

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

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

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

The petition was signed by Glenn Charlesworth, vice president and
chief accounting officer of the company.


EXTENDED STAY: Lenders Might Take Over May Firm
-----------------------------------------------
Jeffrey McCracken and Alex Frangos at The Wall Street Journal
report that Extended Stay Hotels Inc. is in talks with lenders who
might end up acquiring the company.

WSJ relates that Lightstone Group LLC purchased Extended Stay from
Blackstone Group LP for about $8 billion in April 2007 in a highly
leveraged deal.

According to WSJ, Extended Stay has no major debt expirations due
soon and the company is till meeting its debt service, but its
cash flow is crashing.  Citing people familiar with the matter,
WSJ states that Extended Stay could default within the next 60
days if the economic downturn continues.  According to the report,
a source said that revenue per available room for Extended Stay
will drop more than 10% this year, and the report says that much
of that decline has come in the last two months.

WSJ states that as conditions deteriorate, Extended Stay was
started talks with its lenders.  A transfer of ownership could
come within a month or two, the report says, citing people
familiar with the talks.

WSJ states that Extended Stay hired Lazard Ltd. as financial
adviser and Weil Gotshal & Manges as bankruptcy counsel.  Extended
Stay, according to WSJ, is unlikely to file for Chapter 11
bankruptcy protection due to provisions common in commercial
mortgage-backed securities deals that would expose more properties
of its founder, David Lichtenstein.  WSJ relates that Mr.
Lichtenstein would likely turn Extended Stay directly over to
lenders or swap enough equity for debt to give bondholders control
of the hotel chain.

                   About Extended Stay

Headquartered in Spartanburg, South Carolina, Extended Stay Hotels
-- http://www.extendedstayhotels.com/is operated by HVM L.L.C.
It offers extended stay lodging hotels with over 680 locations
reaching all major metropolitan areas across the United States.
Its brands include Extended Stay DeluxeSM, Extended Stay America
Efficiency Studios, Homestead Studio Suites, StudioPLUS Deluxe
Studios, and Crossland Economy Studios.  Extended Stay has
operations in 44 states and Canada.


EZ LUBE: Files for Chapter 11 to Facilitate Assets Sale
-------------------------------------------------------
The EZ Lube LLC along with its affiliate, Xpress Lube-Tech Inc.,
filed a voluntary petition under Chapter 11 in the United States
Bankruptcy Court for the District of Delaware in Wilmington to
facilitate a sale transaction.

The company said that it has entered into an asset purchase
agreement with EZ Lube Acquisition Company LLC, an affiliate of
its existing lenders, funds managed by GSO Capital Partners LP, on
the sale of substantially all of its assets.

The proposed transaction, which is subject to approval by the
Court, contemplates, among other things, the assumption of certain
liabilities by the buyer as described in the agreement between the
parties subject to closing of the proposed transaction.

Qualifying bidders will have an opportunity to submit higher and
better offers through a court-supervised competitive bidding
process.

According to Bankruptcy Data, citing documents filed with the
Court, the Debtors said their performance has been declining and
negatively impacted by numerous factors, including "the national
economic downturn, high gas prices during much of 2008, and
changes in operations implemented in response to negative
publicity."

The company said its sales for the 10-month period ending Oct. 31,
2008, were $66.8 million compared to $73.3 million for the same
period a year ago.  The company further said that the company's
year to date sale were down nearly 9%, total number of cars
services also were down 11.2%.  Averaged amount charged to
customers on services visits declined 3.6%, the company noted.

Chief Restructuring Officer Stephen V. Coffey said that the
company said it is highly leveraged, with more than $96 million
owed under its credit facilities and subordinated notes.  With
current annual debt services charges of about $12 million, the
company have had recent difficulty in making certain of their
debt service payments, Mr. COffey said.  Beginning in April 200,
the company failed to make interest payments owed under the
subordinated notes and second lien credit documents, he continued.

Mr. Coffey further said that the company failed to make another
interest payment under the first lien credit documents and also
allegedly failed to meet certain other covenants thereunder.

The lenders allowed the company to make debts service interest
payment for a limited period, Mr. Coffey related.  Before it filed
for bankruptcy, the company was able to pay the October accrued
interest to the first lien lenders but not any accrued interest to
the second lien lender, he noted.

"Today's actions represent positive news for our customers,
employees and other constituents," said President and Chief
Executive Officer Marc Graham.  "Completing the sale through the
Chapter 11 process will allow us to significantly reduce our debt
and undertake an orderly transition of ownership.  Throughout the
sale process, servicing our customers and providing valuable
preventative maintenance services is our priority."

The company said it secured debtor-in-possession financing from
its current senior lender Goldman Sachs Specialty Lending Group,
L.P., in order to provide uninterrupted operations at its 82
locations and ensure that its vendor relationships remain intact,
subject to the Court's approval.  The funds will be used to fund
operations and other costs during the sale process and Chapter 11
cases, the company said.

Mr. Graham emphasized that neither employees nor customers of its
82 oil change stores are expected to notice any difference in
operations as a result of the filing "Daily operations will
continue as usual, store hours will remain the same and all
aspects of the business will proceed as usual," he said.

The company further said it has requested the Court's permission
to continue to honor gift certificates and coupons as well as
warranties and VIP program.  "Looking ahead, we believe the action
begun today will result in a more competitive future for EZ Lube,"
stated Mr. Graham.

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.


EZ LUBE: Case Summary & 35 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EZ Lube LLC
        3506 W. Lake Center Dr., Suite b
        Santa An, CA 92704

Bankruptcy Case No.: 08-13256

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Xpress Lube-Tech, Inc.                             08-13257

Type of Business: The Debtors provide oil change and related
                  services for automobiles including: oil filter
                  replacement, lubricating chassis, and gearbox
                  and brake fluid level maintenance.

                   See: http://www.ezlube.com/

Chapter 11 Petition Date: December 9, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Curtis A. Hehn, Esq.
                  chehn@pszjlaw.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Financial Advisor: Broadway Advisors LLC

Chief Restructuring Advisor: Coffey Management Company

Notice, Claims and Solicitation Agent: Kurztman Carson Consultants
                                       LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ExxonMobile Oil Corporation    trade             $3,387,782
Americas Strategic Global
Attn: Jim A. Feeney
3225 Gallows Road
Fairfax, VA 22037-0001
Tel:  (773) 220-7719
Fax: (425) 969-4036

Filpac                         trade             $1,228,993
Attn: Matt Callahan
948 E. 7145 S, Suite C-202
Midvale, UT 84047
Tel: (801) 290-5841
Fax: (888) 693-9077

ADX Inc.                       trade             $262,988
Attn: July Munoz
9701 Irvine Center Drive
Irvine, CA 92618-4324
Tel: (949) 581-5377
Fax: (949) 581-5365

Tomax                          trade             $222,532

Camden Holdings LLC            trade             $215,893

Mailmark Direct                trade             $143,666

Aramrk Uniform                 trade             $113,712

Valassis Direct Mail Inc.      trade             $102,050

Schiefer Public Relations      trade             $100,424

Etter Racing Inc.              trade             $100,000

Poma Distributing              trade             $79,990

Winthrop Resources Corp.       trade             $77,671

Blue Cross of California       trade             $69,326

Jankovich Company              trade             $66,360

Factory Motor Parts            trade             $42,418

Latham & Watkins LLP           trade             $52,861

Pennysaver                     trade             $50,560

Jave CXIV Inc.                 landlord          $49,529

Grant Thornton LLP             trade             $46,730

Media Nation LLC               trade             $46,585

Call Jensen & Ferrel           trade             $44,567

Oliver & Company Inc.          trade             $38,263

Joe Kovalik and Family         landlord          $36,362

CBS Radio KCBS FM              trade             $35,667

KCLAC 570 AM                   trade             $33,300

Jancyn Evaluation Shops        trade             $26,903

Superstition Gateway LLC       landlord          $25,300

Napa Auto Parts                trade             $24,833

Chapete Property Corp.         landlord          $24,833

Motor Information              trade             $24,001

Victoria Land Partners         landlord          $23,805

Hugh Smith and Winfried        landlord          $23,300
Smith

Freeway Industrial Park        landlord          $22,041

Sunset Hoover LLC              landlord          $21,993

Kenneth Fisher Trust           landlord          $21,927

The petition was signed by chief restructuring officer Stephen
Coffey.


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

Family Bank is not a member of the Federal Reserve.  Deposits have
been insured by the Federal Deposit Insurance Corporation since it
was established on Oct. 21, 1977.

FDIC data shows that Family Bank disclosed $75.1 million in assets
and $70.5 million in liabilities at Sept. 30, 2008, in its
regulatory filings.


FORD MOTOR: Former Chrysler Chief Opposes CEO Ousters
-----------------------------------------------------
Mike Spector posted on The Wall Street Journal blog that former
Chrysler LLC chairperson and chief executive Lee Iacocca doesn't
agree with calls from the Congress that CEOs of Chrysler, Ford
Motor Co., and General Motors Corp. be laid off as a condition of
a government financial bailout.  According to the blog,
Mr. Iacocca had persuaded the Congress to extend Chrysler about
$1.5 billion in loans in 1979, and those loans had been paid back,
with interest.  According to Mr. Spector, Mr. Iacocca was also
president of Ford Motor.

Mr. Iacocca said in a statement, "Having been there, I do not
agree with the sentiment now coming out of Congress that the
management should be changed as a condition of granting loans to
the Detroit auto makers.  "You don't change coaches in the middle
of the game, especially when things are so volatile . . . . The
industry has been brutalized by a totally unpredictable series of
events over which it had little control and that is beating it
unmercifully into the ground.  The companies may not be perfect
but the guys who are running them now are the only ones with the
experience and the in-depth knowledge and understanding of how the
car business really works.  They're by far the best shot we have
for success.  I say give them their marching orders and then let
them march.  They're the right people to get the job done."

Corey Boles posted on the WSJ blog that a senior congressional
aide said on Monday that the CEOs of Ford Motor, Chrysler, and GM
wouldn't lose their jobs as part of a government bailout.  A
proposal, says Mr. Boles, is being considered that would require
the firms to hire separate chairpersons to oversee management.

             GM Seeks Workers' Support for CEO

John D. Stoll and Sharon Terlep posted in the WSJ blog that GM
officials sent salaried engineers an e-mail on Tuesday asking them
to sign on to a letter asking that CEO Rick Wagoner and other
managers stay at the company.

Mr. Stoll and Ms. Terlep say that the letter would be sent to Sen.
Christopher J. Dodd and the Senate Banking Finance Committee.
According to the blog, Sen. Dodd's committee wqould vote this week
on a $15 billion bailout package for GM, Ford Motor Co. and
Chrysler LLC.  The blog says that Sen. Dodd suggested on Sunday
that Mr. Wagoner step aside.

Mr. Stoll and Ms. Terlep quoted GM spokesperson Tom Wilkinson as
saying, "There is generally a lot of support for Rick among
employees at GM."  The lobbying effort wasn't initiated by Mr.
Wagoner or other ranking executives, the blog states, citing Mr.
Wilkinson.

            Bailout Has Lukewarm Support From Public

Easha Anand at WSJ reports that the lukewarm support that GM, Ford
Motor, and Chrysler's government loan request gets from the public
reflects the situation in the Congress.

According to WSJ, the requested government bailout has backers in
the Congress, but few "champions."

A new Wall Street Journal/NBC News poll, conducted from Dec. 5 to
Dec. 8 and which had a margin of error of plus or minus three
percentage points, indicates that about 46% of U.S. citizens
approve of giving aid to the three auto companies, while about 42%
disapprove.

"It would be nice to bail them out, but you have to take into
consideration what auto workers and executives have been paid for
years.  The country seems to be spending money they do not have,
we're going further and further into debt," WSJ quoted Philip
Hall, a 56-year-old mason who drives a GMC truck, as saying.

Josh Mitchell at WSJ relates that while the White House and top
Democrats have reached an agreement on the principles of a $15
billion short-term aid package to the automakers, Republicans are
torn between the need to bail out those companies and opposition
based on fiscal principles.  According to the report, rank-and-
file Democrats said they are in favor of a bailout, while some
conservative Republicans are against any package that didn't
include the firms' bankruptcy filing.

WSJ reports that Senate Majority Leader Harry Reid said he hoped
for a vote by Wednesday on the legislative proposals for the
bailout.  Among the conditions in the bailout is that the
government would acquire a stake in the companies.

           Congressman Opposes Bailout for Chrysler

Greg Hitt at WSJ reports that Congressman Steve Kagen has opposed
a bailout for Chrysler LLC, arguing that a take over by parent
company Cerberus Capital Management LP of NewPage Corp. led to
closures of two factories in Northeast Wisconsin, eliminating 750
jobs, Alex P. Kellogg at WSJ states.

WSJ relates that Chrysler CEO Robert Nardelli was also questioned
during congressional hearings last week on why he doesn't seek
help from Cerberus Capital.  Mr. Nardelli, according to the
report, said that he already did but was turned down.  Mr. Kagen
urged Cerberus Capital to put some of its "billions of dollars in
assets" on the table before Congress offers Chrysler any kind of
bailout, the report says.

According to WSJ, Mr. Kagen suggested that Cerberus Capital could
sell the mills it closed in Wisconsin and use that money to boost
Chrysler.  "If Cerberus truly believes Chrysler is a good
investment, then Cerberus should put up some of their own money.
The question is... why are you coming to taxpayers if it's not
such a good deal?"

Mr. Kagen supports a bailout for General Motors Corp. and Ford
Motor Co., WSJ reports.

                       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-'.


FRIEDMAN'S INC: Plan Filing Period Extended to December 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Friedman's Inc. and Crescent Jewelers exclusive period to file a
plan through and including Dec. 31, 2008.

In its motion the Debtors told the Court that the further
extension of the exclusive periods is justified by the significant
progress in liquidating and maximizing the value of their estates.

The Court previously extended the Debtors' exclusive periods on
May 2, 2008, and Sept. 5, 2008.  The current exclusive filing
period expires on Dec. 15, 2008, and the current exclusive
solicitation period expires on Feb. 16, 2009.  The Debtors
originally asked for an extension of the plan filing period to
Feb. 23, 2009, and the solicitation filing period to April 23,
2009.  After filing the third motion, the Debtors agreed with the
U.S. Trustee to limit the extension to Deb. 15, 2008, and Feb. 16,
2009, without prejudice to their rights to seek further
extensions.

The Debtors told the Court that because discussions about various
plan alternatives involving third parties failed to bear fruit,
the Debtors and the Committee have determined that it was best to
move forward with a liquidating plan.  The Debtors are currently
negotiating the terms of a liquidating plan with the Committee and
expect to file a plan in the near future.

                      About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- prior to the filing of
their bankruptcy cases, comprised a leading specialty jewelry
retail company.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
Chapter 11 in the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On July 13, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization.

On July 28, 2006, Friedman's acquired Crescent's equity in
Crescent's own chapter 11 bankruptcy case in California.  Crescent
became a wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitioners were Rosy Blue, Inc.; Rosy Blue
Jewelry Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.;
and Paul Winston-Eurostar LLC.

As of commencement of these cases, Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.
Friedman's and Crescent Jewelers filed for chapter 11 protection
on Jan. 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors are represented by Athanasios E. Agelakopoulos, Esq.,
and Paul M. Rosenblatt, Esq., at Kilpatrick Stockton LLP; Chun I.
Jang, Esq., Jason M. Madron, Esq., Mark D. Collins, Esq., and
Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.;
Jocelyn Keynes, Esq.. and Nicholas F. Kajon, Esq., at Stevens &
Lee, P.C., in New York; John D. Demmy, Esq., Joseph H. Huston,
Jr., Esq., and Maria Aprile Sawczuk, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  Charlene D. Davis, Esq., Justin K. Edelson,
Esq., at Bayard, P.A., and Mary E. Augustine, Esq., at Ciardi
Ciardi & Astin, P.C., represent the Creditors Committee as
counsel.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property
at 78 of the Debtors' stores, and to assume and assign to
Whitehall the leases with respect to those 78 stores.  On June 30,
2008, the liquidation of the balance of the Debtors' assets
through store closing sales were concluded.

As of  Dec. 28, 2007, the Debtors listed total assets of
$245,787,000 and total liabilities of $171,877,000.


GENERAL GROWTH: Fitch Says May Default; IDR Lowered to 'C'
----------------------------------------------------------
With General Growth Properties recently receiving short-term
extensions of the maturity dates on both corporate and non-
recourse debt obligations, default of some kind appears imminent,
according to Fitch Ratings, which has downgraded the Issuer
Default Ratings (IDRs) and outstanding debt ratings of General
Growth Properties (NYSE: GGP) and its subsidiaries as follows:

General Growth Properties, Inc.

  -- IDR to 'C' from 'B'.

GGP Limited Partnership

  -- IDR to 'C' from 'B';
  -- Revolving credit facility to 'CC/RR5' from ' B-/RR5';
  -- Term loan to 'CC/RR5' from ' B-/RR5';
  -- Exchangeable senior notes to 'CC/RR5' from ' B-/RR5';
  -- Perpetual preferred stock (indicative) to 'C/RR6' from
     'CCC/RR6'.

The Rouse Company LP

  --IDR to 'C' from 'B';
  --Senior unsecured notes to 'CC/RR5' from ' B-/RR5'.

The ratings remain on Rating Watch Negative by Fitch.  Fitch's
rating action contemplates that either a distressed debt exchange,
whereby GGP would be forced to restructure its debt obligations in
an effort to avert bankruptcy, or failure to repay debt currently
due is likely in the near term.  Fitch considers a distressed debt
exchange, which includes a material reduction in terms, to be a
default.

Fitch believes that even if the company is able to agree to
longer-term extensions for its recourse and non-recourse
obligations, such extensions may constitute a distressed debt
exchange and therefore a default under Fitch's rating criteria,
given that a default of these obligations would trigger a cross-
default provision in GGP's credit agreement.

Fitch's rating actions also acknowledge that conditions within
both the secured and unsecured commercial real estate debt capital
markets remain poor for borrowers, and are placing significant
pressure on GGP's ability to sell assets, enter into joint
ventures or otherwise raise adequate capital to repay 2009
maturing unsecured debt totaling approximately $600 million.

Consistent with Fitch's Oct. 14 press release, resolution of the
Negative Rating Watch will be driven by GGP's ability to refinance
the terms of its near-term indebtedness to provide the company
with additional liquidity and longer-term financial flexibility.

Fitch would consider upgrading GGP if the company repaid or
refinanced its near-term unsecured and secured debt maturities
while maintaining solid fundamentals for its operating properties.

                      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
September 30.


GENERAL MOTORS: Lobbies Workers' Support for CEO Rick Wagoner
-------------------------------------------------------------
John D. Stoll and Sharon Terlep posted in The Wall Street Journal
blog that GM officials sent salaried engineers an e-mail on
Tuesday asking them to sign on to a letter asking that CEO Rick
Wagoner and other managers stay at the company.

Mr. Stoll and Ms. Terlep say that the letter would be sent to Sen.
Christopher J. Dodd and the Senate Banking Finance Committee.
According to the blog, Sen. Dodd's committee wqould vote this week
on a $15 billion bailout package for GM, Ford Motor Co. and
Chrysler LLC.  The blog says that Sen. Dodd suggested on Sunday
that Mr. Wagoner step aside.

Mr. Stoll and Ms. Terlep quoted GM spokesperson Tom Wilkinson as
saying, "There is generally a lot of support for Rick among
employees at GM."  The lobbying effort wasn't initiated by Mr.
Wagoner or other ranking executives, the blog states, citing Mr.
Wilkinson.

         Former Chrysler CEO Disapproves of CEO Ousters

Mike Spector posted on the WSJ blog that former Chrysler
chairperson and chief executive Lee Iacocca doesn't agree with
calls from the Congress that CEOs of the automakers seeking
government bailout be laid off.  According to the blog, Mr.
Iacocca had persuaded the Congress to extend Chrysler about
$1.5 billion in loans in 1979, and those loans had been paid back,
with interest.  According to Mr. Spector, Mr. Iacocca was also
president of Ford Motor.

Mr. Iacocca said in a statement, "Having been there, I do not
agree with the sentiment now coming out of Congress that the
management should be changed as a condition of granting loans to
the Detroit auto makers.  "You don't change coaches in the middle
of the game, especially when things are so volatile . . . . The
industry has been brutalized by a totally unpredictable series of
events over which it had little control and that is beating it
unmercifully into the ground.  The companies may not be perfect
but the guys who are running them now are the only ones with the
experience and the in-depth knowledge and understanding of how the
car business really works.  They're by far the best shot we have
for success.  I say give them their marching orders and then let
them march.  They're the right people to get the job done."

Corey Boles posted on the WSJ blog that a senior congressional
aide said on Monday that the CEOs of Ford Motor, Chrysler, and GM
wouldn't lose their jobs as part of a government bailout.  A
proposal, says Mr. Boles, is being considered that would require
the firms to hire separate chairpersons to oversee management.

            Bailout Has Lukewarm Support From Public

Easha Anand at WSJ reports that the lukewarm support that General
Motors Corp., Ford Motor Co., and Chrysler LLC's government loan
request gets from the public reflects the situation in the
Congress.

According to WSJ, the requested government bailout has backers in
the Congress, but few "champions."

A new Wall Street Journal/NBC News poll, conducted from Dec. 5 to
Dec. 8 and which had a margin of error of plus or minus three
percentage points, indicates that about 46% of U.S. citizens
approve of giving aid to the three auto companies, while about 42%
disapprove.

"It would be nice to bail them out, but you have to take into
consideration what auto workers and executives have been paid for
years.  The country seems to be spending money they do not have,
we're going further and further into debt," WSJ quoted Philip
Hall, a 56-year-old mason who drives a GMC truck, as saying.

Josh Mitchell at WSJ relates that while the White House and top
Democrats have reached an agreement on the principles of a $15
billion short-term aid package to the automakers, Republicans are
torn between the need to bail out those companies and opposition
based on fiscal principles.  According to the report, rank-and-
file Democrats said they are in favor of a bailout, while some
conservative Republicans are against any package that didn't
include the firms' bankruptcy filing.

Greg Hitt at WSJ reports that Senate Majority Leader Harry Reid
said he hoped for a vote by Wednesday on the legislative proposals
for the bailout.  Among the conditions in the bailout is that the
government would acquire a stake in the companies.

Congressman Steve Kagen has opposed a bailout for Chrysler,
arguing that a take over by parent company Cerberus Capital
Management LP of NewPage Corp. led to closures of two factories in
Northeast Wisconsin, eliminating 750 jobs, Alex P. Kellogg at WSJ
states.

WSJ relates that Chrysler CEO Robert Nardelli was also questioned
during congressional hearings last week on why he doesn't seek
help from Cerberus Capital.  Mr. Nardelli, according to the
report, said that he already did but was turned down.  Mr. Kagen
urged Cerberus Capital to put some of its "billions of dollars in
assets" on the table before Congress offers Chrysler any kind of
bailout, the report says.

According to WSJ, Mr. Kagen suggested that Cerberus Capital could
sell the mills it closed in Wisconsin and use that money to boost
Chrysler.  "If Cerberus truly believes Chrysler is a good
investment, then Cerberus should put up some of their own money.
The question is... why are you coming to taxpayers if it's not
such a good deal?"

Mr. Kagen supports a bailout for GM and Ford Motor, WSJ reports.

                       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.


GOE LIMA: Nedra Wants Case Converted to Chapter 7 or Dismissed
--------------------------------------------------------------
Nedra Corporation asks the Hon. Mary Ann Whipple of the United
States Bankruptcy Court for the Northern District of Ohio to
convert the Chapter 11 case of GOE Lima LLC to Chapter 7
liquidation proceeding or, in the alternative, dismiss its case.

Nedra argues that the Debtor has ceased operations.  The Debtor
has filed appropriate motions to provide for the liquidation and
sale of all of its assets, Nedra points out.

Nedra asserts there is no reasonable likelihood of rehabilitation
and the maintenance of the Debtor's proceed -- and the attendant
costs -- is diminishing any possible estate.

A hearing is set for Jan. 21, 2009, at 1:30 p.m., at United States
Courthouse at 1716 Spielbusch Avenue in Courtroom #2, Room 103.

                          About GOE Lima

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operates an ethanol production
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Taft Stettinius & Hollister
LLP is the Debtor's proposed bankruptcy counsel.  The U.S. Trustee
for Region 9 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  Frost Brown Todd LLC represents the
Committee in this case.  When the Debtor filed for protection from
its creditors, its listed assets and debts between $100 million to
$500 million each.


GOE LIMA: Get Final Approval to Use $1.6MM SunTrust DIP Facility
----------------------------------------------------------------
Jamie Mason at The Deal reports that the Hon. Mary Ann Whipple of
the United States Bankruptcy Court for the Northern District of
Ohio authorized GOE Lima LLC to obtain, on a final basis, the
remaining $1.6 million of debtor-in-possession financing made
available by SunTrust Bank NA.

Judge Whipple, Mr. Mason, also authorized the Debtors to access
cash collateral on a final basis.

The Debtor's counsel Timothy Hurley, Esq., at Taft Stettinius &
Hollister LLP, said all of the objections to the financing were
overruled by the Court, relates Mr. Mason.

According to the Deal, the proceeds of the loan will be used for
close down expenses and winterization costs.  The $2.9-million DIP
facility provided by SunTrust incurs interest at 10%, which rises
by 200 basis points if the Debtor default on its obligations, the
report says.

The DIP facility is subject to a $317,470 carve-out for payment of
professional expenses, Mr. Mason notes.

                          About GOE Lima

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operates an ethanol production
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Taft Stettinius & Hollister
LLP is the Debtor's proposed bankruptcy counsel.  The U.S. Trustee
for Region 9 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  Frost Brown Todd LLC represents the
Committee in this case.  When the Debtor filed for protection from
its creditors, its listed assets and debts between $100 million to
$500 million each.


GREEKTOWN CASINO: Shares Exclusivity; Plan Deadline on Feb. 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted Greektown Casino Holdings LLC, and its debtor affiliates
an extension of their deadline to file a plan of reorganization
until February 1, 2009.  The Debtors, however, will share
exclusive rights to file a plan of reorganization with certain
parties who objected to the extension.

Pursuant to a Court-approved stipulation, the Debtors, their DIP
lenders, and certain other parties agree that they, collectively
and not individually, have the co-exclusive right with the Debtors
to file a plan of reorganization through February 1, 2009, unless
they agree to extend that date.  The other parties are:

1. The City of Detroit;

  2. Deutsche Bank Trust Company Americas, the indenture
     trustee for $185 million of senior notes due 2013 issued
     by Greektown Holdings LLC and Greektown Holdings II, Inc.;

  3. Jenkins/Skanska Venture LLC;

  4. The Official Committee of Unsecured Creditors;

  5. AIG Global Investment Corp., BlackRock Advisors, Inc., MFC
     Global Investment Management U.S. LLC, Oppenheimer Funds
     and Regiment Capital Advisors LP (the Noteholders); and

  6. The State of Michigan Gaming Control Board.

The Objecting Parties generally want the Debtors to speed up the
process in coming up with a plan of reorganization or allow other
parties to come up with a separate plan.

With the Court's consent, the Stipulating Parties also agree
that:

  (a) If the Debtors or the Stipulating Parties file a plan on
      or before the Exclusive Termination Date, the exclusive
      right to file a plan of reorganization terminates as to
      all parties-in-interest.

  (b) Until the Exclusive Termination Date, the Debtors and the
      Stipulating Parties will negotiate in good faith towards
      the formulation of a fully consensual plan or plans of
      reorganization.  Any party that files any plan or plans of
      reorganization will give all other parties at least five
      business days' notice and opportunity to review and
      comment on any plan before filing.

  (c) The Debtors will respond promptly to all reasonable
      diligence requests by the Stipulating Parties, and any
      materials required to be provided by the Debtors to the
      MGCB concerning the Debtors' financial condition or to
      Merrill Lynch will also be provided to the other
      Stipulating Parties.  The materials, however, will only be
      furnished pursuant to a signed confidentiality agreement
      with the Debtors and with respect to certain Noteholders.

  (d) On or before December 15, 2008, the Debtors will engage
      and submit to the MGCB (i) an independent chief executive
      officer acceptable to the Debtors and the Stipulating
      Parties fully responsible for gaming and hotel
      operations, or (ii) a gaming consultant whose duties and
      responsibilities for gaming and casino operations and
      whose independence from the Debtors are acceptable to the
      Parties.

      The Chief Executive Officer or Gaming Consultant is
      subject to the MGCB's ongoing regulatory authority.

  (d) The Debtors will permit the Stipulating Parties and their
      professionals to consult with Moelis & Company LLC, Conway
      McKenzie, Inc., and the Chief Executive Officer or Gaming
      Consultant.  The Debtors will instruct the Reporting
      Parties to communicate fully with the Stipulating Parties.
      This obligation will include, but is not limited to,
      weekly meetings to receive and discuss a status report
      from Moelis concerning the progress of its work.

  (e) The Debtors will support a request for the appointment of
      an official bondholders' committee, if a request is made
      by certain Noteholders to the Office of the U.S. Trustee.

Before the Parties entered into the Exclusivity Motion
Stipulation, Daniel M. McDermott, the U.S. Trustee for Region 9,
related that he was informed of ongoing discussions among the
parties with respect to the Debtors' second exclusivity request.

The U.S. Trustee also told the Court that while some creditors
may be receiving financial information, he has not received that
information.  He expects the Debtors' monthly operating report to
provide the most up-to-date information on the Debtors' current
operations and financial condition.  The U.S. Trustee said he was
advised by the Debtors' representatives that the Debtors would
not be in a position to file the October information until
December 1, 2008.

The Objecting Parties generally want the Debtors to speed up the
process in coming up with a plan of reorganization or allow other
parties in coming up with a separate plan.

On behalf of the City of Detroit, Cezar M. Froelich, Esq., at
Shefsky & Froelich Ltd., Chicago, Illinois, notes that the
Debtors intend "to seek their initially requested and rejected
excessive eight month extension of the Exclusive Period by
requesting a series of shorter extensions."

Mr. Froelich points out that the City previously agreed to a
short extension of the period because it understands that the
Debtors need additional time in coming up with a Plan.  However,
he cites, the Debtors have not undertaken the necessary steps to
present a Plan and have exhibited an "appalling" lack of urgency
in moving their bankruptcy cases to a conclusion.

The Creditors Committee argues that the Debtors clearly still
have no means of financing a plan of reorganization and have no
plan negotiations with the Committee.

The Debtors, on the other hand, said that an extension is
warranted as they have been working diligently to adhere to the
benchmarks established by a prior settlement with the Objecting
Parties.  The Debtors also disclose that, aside from incoming
management changes, they are nearing completion of the
permanent Greektown Casino entertainment complex, which includes
the permanent casino, a 400-room luxury hotel, exhibit and
banquet rooms and a theatre venue.  The complex is expected to
strengthen the Debtors' position in the Detroit marketplace as
well as increase revenues.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREEKTOWN CASINO: Seeks to Pay Workers' Compensation Claims
-----------------------------------------------------------
Greektown Holdings, LLC, and its affiliated debtors seek authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to incur and pay fees and expenses associated with
workers' compensation claims in order to comply with Michigan
statute.

Before the Petition Date, the Debtors were granted authority by
the Michigan Department of Labor & Economic Growth, Workers'
Compensation Agency to operate as a self-insured employer under
the Michigan Workers' Disability Compensation Act of 1969 or
WDCA.  The Debtors' Detroit Casino continues to operate under its
self-insured status and administers its obligations as a self-
insured in part through a "workers' compensation and employers
liability excess insurance policy for self-insured" with the
Accident Fund.

According to Daniel J. Weiner, Esq., at Schafer and Weiner PLLC,
in Bloomfield Hills, Michigan, part of the Debtors' obligations
pursuant to the WDCA is to continue to resolve pending workers'
compensation claims.  To fulfill that obligation, the Debtors
have retained ordinary course professionals previously approved
for employment by the Court.

Mr. Weiner relates that the Casino is in a position to favorably
settle one of the Claims, having reached a tentative settlement
with Arturo Cendana, a former employee, for an amount totaling
$20,322.  Mr. Cendana's claim arises from alleged injuries
sustained while employed by the Casino in 2003 and 2005.  His
original demand was for $60,000.  The Debtors seek the Court's
permission to settle with Mr. Cendana.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GUNDLE/SLT ENVIRONMENTAL: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Gundle/SLT Environmental Inc. to negative from stable.  At
the same time, S&P affirmed all the ratings, including the 'B-'
corporate credit rating, on GSE.

"The outlook revision reflects GSE's highly leveraged financial
profile and somewhat diminished liquidity profile amid concerns
about softening demand in an increasingly uncertain economic
environment," said S&P's credit analyst Ket Gondha.  "We are
concerned that business conditions could weaken beyond earlier
expectations, which would erode the company's financial profile
and potentially could cause a breach of the financial covenants on
the revolving credit facility."

The rating on GSE reflects the limited scope of the company's
operations, the commodity nature of its products, its
vulnerability to fluctuating raw material costs, limited liquidity
and cushion under covenants, and its highly leveraged financial
risk profile.  The company's market position as the largest
manufacturer of geomembrane liners, its global manufacturing and
distribution capabilities, and relatively stable end markets
partially offset these factors.

With annual sales of about $480 million, GSE is one of the largest
participants in the estimated $1 billion U.S. geosynthetics
market.  The company competes primarily in the geomembrane
subsegment, with applications in solid waste containment (about
45% of total sales), liquid containment, and mining.


HARRY PAPPAS: Balks at Pappas Telecasting Plan to Sell All Assets
-----------------------------------------------------------------
Bankruptcy Law360 reports that CEO Harry J. Pappas and Stella A.
Pappas, creditors and equity-interest holders of Pappas
Telecasting Inc., have objected to the Debtors' plan to sell
substantially all of their assets in an auction.  According to
Bankruptcy Law360, the Pappases, in a preliminary objection filed
Friday in the U.S. Bankruptcy Court for the District of Delaware,
asserted that the assets of the debtors and nondebtor television
stations must be sorted prior to auction.

As reported by the Troubled Company Reporter on November 21, 2008,
Pappas Telecasting will auction off 10 stations on Dec. 11, 2008.
Michael Malone at Broadcasting & Cable reported that as Pappas
continues to pay down a heavy debt load, stations in these
locations will go on the block include those in:

     -- El Paso,
     -- Omaha, and
     -- Sioux City.

Broadcasting & Cable said 13 of Pappas Telecasting's stations have
been operating under Chapter 11 protection since May 2008.  When
those stations moved into Chapter 11, three of Pappas
Telecasting's lenders pushed for involuntary Chapter 7 petitions
for the company's chairperson Harry Pappas and his wife, the
report noted.  Pappas Telecasting and its lenders agreed in August
2008 to the appointment of a Chapter 11 trustee to oversee the
company's operations, financial affairs, and sale process, after
talks broke down between Pappas Telecasting and its lenders,
according to the report.

Pappas Telecasting owns about 27 stations.  Broadcasting & Cable
relates that the company sold six stations a few months ago,
mostly low power ones, in Nevada and California to Entravision for
$4 million.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


HART ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hart Associates of Springville, Inc.
        dba Fiddlers Green Manor Nursing Home
        168 West Main Street
        Springville, NY 14141

Case No.: 08-15340

Chapter 11
Petition Date: December 8, 2008

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Daniel F. Brown, Esq.
                  Damon & Morey
                  1000 Cathedral Place
                  298 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 856-5500
                  Email: dbrown@damonmorey.com

As of December 31, 2007:

Total Assets: $1,747,332

Total Debts:  $2,137,046

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

        http://bankrupt.com/misc/nywb08-15340.pdf


HAWAIIAN TELCOM: Organizational Meeting to Form Panel on Friday
---------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
will hold an organizational meeting Dec. 12, 2008, at 11:00 a.m.
in the bankruptcy case of Hawaiian Telcom Communications, Inc.,
and its debtor-affiliates.  The meeting will be held at The
DoubleTree Hotel, 700 King Street, Salon C, in Wilmington,
Delaware.

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

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

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

                      About Hawaiian Telecom

Headquartered Honolulu, Hawaii Hawaiian Telecom
Communications, Inc. -- http://www.hawaiiantel.com/-- operates
a telecommunications company, which offers an array of
telecommunications products and services including local and
long distance service, high-speed Internet, wireless services,
and print directory and Internet directory services.  The company
and five of its affiliates filed for Chapter 11 protection on
Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086).  Richard M.
Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, represent the Debtors in their
restructuring efforts.  The Debtors proposed Lazard Freres & Co.
LLC as investment banker; Zolfo Cooper Management LLC as business
advisor; Deloitte & Touche LLP as independent auditors; and
Kurztman Carson Consultants LLC as notice and claims agent.  When
the Debtors filed for protection from their creditors, they listed
total assets of $1,352,000,000 and total debts of $1,269,000,000
as of Sept. 30, 2008.

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


HERBST GAMING: $5.1MM Interest Nonpayment Cues Moody's 'D' Rating
-----------------------------------------------------------------
Moody's Investors Service lowered Herbst Gaming, Inc.'s
Probability of Default Rating to D from Ca/LD following the
company's December 3, 2008, 8-K disclosure that it has not paid
the $5.1 million scheduled interest payment due under its credit
agreement.

Herbst also disclosed that on December 3, 2008, the forbearance
period dated as of November 10, 2008 expired, and the company and
its lenders have not entered into a restructuring agreement by
that date.  As a result of the expiration of the forbearance
period, the lenders may require payment in full of all amounts
outstanding under the credit agreement -- approximately $847
million plus accrued and unpaid interest -- and exercise all
rights and remedies under the credit agreement and the other loan
documents.

This rating was downgraded:

  -- Probability of Default Rating to D from Ca/LD

These ratings have been affirmed:

  -- Corporate Family Rating at Ca

  -- $100 million senior secured revolving credit facility at Caa3
     (LGD 3, 34%)

  -- $325 million senior secured delayed draw term loan at Caa3
     (LGD 3, 34%)

  -- $375 million senior secured term loan B at Caa3 (LGD 3, 34%)

  -- $60 million senior secured term loan rated Caa3 (LGD 3, 34%)

  -- $160 million 8.125% senior subordinated notes due 2012 rated
     C (LGD 5, 71%) from C (LGD 5, 89%)

  -- $170 million 7.0% senior subordinated notes due 2014 rated C
     (LGD 5, 71%) from C (LGD 5, 89%)

Moody's plans to withdraw all the ratings of Herbst Gaming, Inc.
in the near future.

Moody's previous rating action related to Herbst occurred on June
20, 2008 when Moody's revised the company's probability of default
rating to Ca/LD following its failure to make the May 15, 2008
interest payment on its 7% senior subordinated notes and the
expiration of the 30-day grace period.

Herbst Gaming, Inc. is an established slot route operator in
Nevada with over 7,400 slot machines and currently owns and
operates casinos in Nevada, Missouri and Iowa.


HERBST GAMING: Nonpayment of Interest Cues S&P's 'D' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on the senior secured credit facilities of Herbst Gaming to 'D'
from 'CCC-'.  The rating action stems from the company's
announcement on Dec. 4, 2008, that it had not paid the $5.1
million interest payment due under its credit agreement on Dec. 1,
2008.  S&P lowered its corporate credit rating on the company to
'D' on May 19, 2008.

                           Ratings List

                        Herbst Gaming Inc.

                Corporate Credit Rating    D/--/--

                           Downgraded

                        Herbst Gaming Inc.

                                   To       From
                                   --       ----
        Secured                    D        CCC-/Watch Neg
           Recovery Rating         3        3


HELLEN-MAY HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Helen-May Holdings, LLC
         aka Helen-May
         aka HMH
        27 Maple Avenue
        Jeffersonville, NY 12748
        Tel: (845) 482-3371

Bankruptcy Case No.: 08-37749

Chapter 11 Petition Date: December 8, 2008

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Daniel J. Scher, Esq.
                  danjscher@aol.com
                  Scher & Scher, P.C.
                  55 Water Mill Lane, Suite 400
                  Great Neck, NY 11021
                  Tel: (516) 482-1777
                  Fax: (516) 829-3198

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by managing member Irene Claire Griffin.


HOME INTERIORS: Jan. 15 Auction for U.S. and Mexico Assets Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the bid procedures for the sale of:

  a) certain of Home Interiors & Gifts, Inc. and its wholly owned
     debtor and debtor-in-possession subsidiaries' domestic
     assets;

  c) the capital stock of Domistyle, Inc. and certain other
     assets; and

  b) the capital stock of Home Interiors de Mexico, S de RL de CV,
     and Home Interiors Services de MEXICO, S.A. de C.V. and
     certain other assets;

  a) certain of the assets of Laredo Candle Company, LLC;

Interested parties are invited to submit their bids not later than
5:00 p.m. (CDT) on Jan. 8, 2009.  If the Debtors receive
Qualifying Bids, the Court has set a public auction sale on
Jan. 15, 2009.

Pursuant to the approved bid procedures, the Stalking Horse
Bidder, if one is designated, shall be entitled to a Break-Up Fee
of 3% of the Stalking Horse Bid amount, should the Purchaser be an
entity other than the designated Stalking Bidder, and that entity
consummates the sale of the Assets at Closing.

The Break-Up Fee is to be paid by the eventual Purchaser.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HOME INTERIORS: May Use Cash Collateral Until February 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Home Interiors & Gifts, Inc. and its debtor-affiliates
to use Cash Collateral securing their obligations to their lenders
on a final basis for the period of Nov. 1, 2008, through Feb. 28,
2009, in accordance with a budget.

As reported in the Troubled Company Reporter on Oct. 21, 2008, on
July 3, 2008, the Court issued its First Final Cash Collateral
Order authorizing Debtors' use of Cash Collateral through and
including Oct. 31, 2008.

The Debtors told the Court that they require the use of Cash
Collateral on a final basis to continue their business operations,
and to sell their assets pursuant to the processes approved by the
Court.

As adequate protection for the amount of any diminution in value
in the prepetition collateral resulting from the Debtors' use of
Cash Collateral, the prepetition lenders are granted a
superpriority adequate protection claim over any and all expenses,
and valid, binding, enforceable and perfected liens in all assets
of the Debtors and the Debtors' actions for preferences,
fraudulent conveyances, and other avoidance power claims and
recoveries, subject only to a Carve-Out for the payment of accrued
professional fees and expenses by the estate professionals, any
allowed professional fees and expenses that are accrued and unpaid
as of the Termination Date, fees required to be paid pursuant to
Title 28 (Judiciary and Judicial Procedure) Sec. 1930(a)(6) of the
U.S. Code, fees for noticing and claims agents or amounts due to
the ClerK of the Bankruptcy Court, and in the event the cases are
converted to Chapter 7, a separate carve-out of $20,000 for fees
and expenses of a Chapter 7 trustee.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HOME INTERIORS: Court Approves Appointment of Chapter 11 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the appointment of a chapter 11 trustee in Home Interiors
and its affiliated debtors' bankruptcy cases.

The chapter 11 trustee is granted all powers, obligations and
authority permitted under all applicable provisions of the
Bankruptcy Code except as to alleged claims to be pursued by the
Official Committee of Unsecured Creditors, and claims asserted by
certain "minority lenders."

The order is without prejudice to granting the chapter 11 trustee
with all powers, obligations and authority over the Alleged Claims
at a later date.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HOME INTERIORS: Obtains Go Signal to Sell Surplus Inventory
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the sale of Home Interiors & Gifts, Inc. and its
affiliated debtors and debtors-in-possession subsidiaries' surplus
inventory through Hilco Merchant Resources, LLC, the Debtors'
asset disposition agent.

The Debtors will pay any ad valorem property taxes due from the
sale proceeds as those funds become available.

As reported in the Troubled Company Reporter on Nov. 19, 2008, the
Court the Debtors to employ Hilco Merchant Resources, LLC as their
asset disposition agent, nunc pro tunc to Oct. 21, 2008.

As the Debtors' asset disposition agent, Hilco will assist in the
preparation, marketing, and disposition of inventory pursuant to
its Asset Disposition Agreement with the Debtors.  Hilco will also
negotiate the terms of sales of the designated inventory in whole
or in part, and implement any such agreements with purchasers.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


INTERMEC INC: Deregistration Cues Moody's to Withdraw Ratings
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on Intermec
Inc.  The ratings withdrawal is prompted by the company's
deregistration of its previously existing shelf registration.

These ratings were withdrawn:

  -- Corporate family rating - previously rated Ba2

  -- Probability of default rating - previously rated Ba2

  -- $400m senior unsecured shelf - previously rated (P)Ba3, LGD
     5, 85%

  -- $400m subordinate shelf - previously rated (P)B1, LGD 6 ,
     97%, and

  -- $400m preferred shelf - previously rated (P)B1, LGD 6 , 97%.

The last rating action was on August 9, 2006 when the corporate
family rating of Intermec was upgraded to Ba2.

Intermec Inc., headquartered in Everett, Washington, develops,
manufactures and integrates technologies that identify, track and
manage supply chain assets.  Revenues for the twelve months ending
September 30, 2008 were $923 million.


JAGS AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JAGS Automotive of Louisville LLC
        11514 Shelbyville Rd
        Louisville, KY 40243

Case No.: 08-93397

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  462 4th Street Ste 2200
                  Louisville, KY 40202
                  502-584-7400
                  Email: cantor@derbycitylaw.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/insb08-93397.pdf


JDA SOFTWARE: S&P Raises Corporate Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Scottsdale, Arizona-based JDA Software
Group Inc. to 'BB-' from 'B+' and removed it from CreditWatch,
where S&P placed it on Aug. 11, 2008.  At the same time, S&P
raised the rating on JDA's senior secured $50 million revolving
credit facility to 'BB+' from 'BB-'.  S&P also revised the
recovery rating to '1', indicating that lenders can expect very
high (90%-100%) recovery in the event of a payment default, from
'2'.  S&P also withdrew the ratings on the company's term loan 'B'
bank loan following its full repayment on Oct. 1, 2008.  The
outlook is stable.

The rating actions follow JDA's termination of its merger
agreement with Dallas, Texas-based I2 Technologies Inc.  The
upgrade reflects sustained operating performance improvement, and
the progress made reducing debt from previous acquisitions.

The ratings on JDA reflect its second-tier presence in a highly
competitive and consolidating industry, niche product offerings,
and risk associated with switching its product development
initiatives to a new technology platform.  A good position in the
company's fragmented, mid-market niche and a solid base of
recurring revenues partially offset these fundamental business
characteristics.

The stable outlook reflects JDA's debt capacity in the rating for
further acquisitions, and sustained operating performance
improvement.  "We are unlikely to revise the outlook to positive
over the near to intermediate term, until S&P can assess its next
significant strategic move following the termination of its I2
offer," noted S&P's credit analyst Phillip Schrank.

"We could, however, revise the outlook to negative if the company
shifts to a more aggressive acquisitive growth strategy or
implements shareholder-friendly initiatives that lead to leverage
materially above 4x," he continued.


JIM PALMER: ActionView Not Fully Satisfied with Restructuring Plan
------------------------------------------------------------------
ActionView International Inc. has updated shareholders on the
status of the Chapter 11 bankruptcy case of Jim Palmer Trucking
Inc. including the contents of its plan of Reorganization.

ActionView International provided on May 5, 2008, a $250,000 loan
to Jim Palmer Trucking and is currently seeking repayment of the
loan.  The plan calls to pay unsecured creditors 34% of the
allowed claim through 48 monthly payments commencing 180 days
after the order of confirmation.

ActionView International is acting as chairman of the unsecured
creditors committee.  "While we are not fully satisfied with the
details of the plan filed by Jim Palmer Trucking, it is an
important step in the process, and we are pleased that the debt to
ActionView International, as part of a class of unsecured
creditors, has been addressed," stated ActionView International
CEO Steven R. Peacock.

"We will continue to work with our legal counsel to ensure that
the rights of ActionView International in this matter are
protected and that all potential remedies are pursued,"
Mr. Peacock continued.

After the filings of the Jim Palmer bankruptcy case, ActionView
International expressed several issues of concern, including its
close proximity in time to Jim Palmer Trucking's acceptance of the
loan from ActionView International.

               About ActionView International Inc.

Based in Vancouver, British Columbia, ActionView International
Inc. (OTCBB: AVWI) -- http://www.actionviewinternational.com/--
through ActionView, its wholly owned subsidiary, is engaged in the
business of designing, marketing and manufacturing proprietary
illuminated, programmable, motion billboard signs for use in
airports, mass transit stations, shopping malls, and other high
traffic locations to reach people on-the-go with targeted
messaging.

                    About Jim Palmer Trucking

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922).  James A. Patten, Esq., represents the Debtors in their
restructuring efforts. The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JK KEAS INC: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J.K. Keas, Inc.
        1325 Schwab St
        Red Bluff, CA 96080

Case No.: 08-38031

Chapter 11
Petition Date: December 8, 2008

Court: U.S. Bankruptcy Court]
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Dr #250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Total Assets: $4,047,000

Total Debts:  $2,432,636

The Debtor identified Anthony & Claudia Alosi and Equity Trust
Company as its two largest unsecured creditors:

       Anthony & Claudia Alosi               $15,000
       c/o Law Offices of William Apger
       686 Rio Lindo Avenue
       Chico, CA 95926

       Equity Trust Company                  $10,000
       c/o Robert E. Proaps
       P.O. Box 2124
       Carmichael, CA 95609


JOLLY PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jolly Properties, Inc.
        12810 Willow Centre Dr., Suite D
        Houston, TX 77069

Case No.: 08-37692

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Yvette Marie Mastin, Esq.
                  2323 S. Voss Road, #400
                  Houston, TX 77057
                  Tel: 832-251-3662
                  Fax: 832-971-7206
                  Email: mastinlaw@yahoo.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

Debtor's 4 largest unsecured creditors:

   1. Roger Arora
      c/o John P. Venzke
      P.O. Box 667485
      Houston, TX 77266

   2. Bombay Group, L.L.C.
      c/o John P. Venzke
      P.O. Box 667485
      Houston, TX 77266

   3. Maxim Bay III, L.P.
      c/o John P. Venzke
      P.O. Box 667485
      Houston, TX 77266

   4. Mandeep Singh
      5406 Havenwoods
      Houston, TX 77069

The Debtor did not indicate the claim amounts.


JPMORGAN ASSET: Moody's Holds & Withdraws 'Ba' Rating on USD Fund
-----------------------------------------------------------------
Moody's Investors Service affirms and withdraws the fund credit
and market risk ratings assigned to three enhanced yield funds
managed by JPMorgan Asset Management:

  * US Dollar Enhanced Yield fund: Ba/MR5 affirmed and withdrawn;
  * Euro Enhanced Yield fund: Aa/MR5 affirmed and withdrawn;
  * Sterling Enhanced Yield fund: Aa/MR5 affirmed and withdrawn.

The funds are managed by JPMorgan Asset Management, which is a
wholly owned subsidiary of JPMorgan Chase & Co., an experienced,
global asset management firm with over $1 trillion in assets under
management.  The funds' objective is to provide high current
income consistent with the preservation of capital and a high
degree of liquidity.  Although the funds aim to minimize exposure
to risk or loss of capital, these funds are not managed with the
aim of maintaining a stable net asset value and thus not
considered to be constant net asset value money market funds.

The last rating action on the US Dollar Enhanced Yield fund, the
Euro Enhanced Yield fund, and the Sterling Enhanced Yield fund was
on 9 October, 2008 when Moody's downgraded both the credit risk
and market risk ratings of the US Dollar Enhanced Yield Fund to
Ba/MR5 from Aa/MR3 and the market risk ratings of the Euro
Enhanced Yield Fund and Sterling Enhanced Yield Fund respectively
to MR5 from MR2 and to MR5 from MR1.

Moody's has withdrawn the ratings assigned to these three enhanced
yield funds because JPMorgan Asset Management has made the
decision to liquidate these funds on 8 December 2008.


JPMORGAN COMMERCIAL: S&P Keeps 'CCC-' Rating on Class G Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
JPMorgan Commercial Mortgage Finance Corp.'s series 1997-C5.
Concurrently, S&P affirmed its rating on one other class from this
series.

The raised ratings reflect increased credit enhancement levels due
to the paydown of the mortgage pool balance and the amortization
of the remaining loans.  The affirmed rating reflects credit
enhancement that provides adequate support through various stress
scenarios.  The limited number of loans remaining in the pool (33)
tempers these rating actions.

As of the Nov. 17, 2008, remittance report, the trust collateral
consisted of 33 mortgage assets with an aggregate principal
balance of $112.6 million, down from 269 loans totaling
$1.0 billion at issuance.  The master servicer, Midland Loan
Services Inc., reported full-year 2007 financial information for
83% of the loans in the trust.  Based on this information, S&P
calculated a weighted average debt service coverage of 1.62x.
There are no loans with the special servicer.  One asset is
classified as 30-plus-days delinquent.  To date, the trust has
experienced 18 losses totaling $25.4 million.

Four loans ($5.3 million, 5%) in the pool have reported a low DSC,
three of which are credit concerns.  The loans that are credit
concerns have an average balance of $1.1 million and have
experienced an average decline in DSC of 93% since issuance.  Two
of the loans are secured by lodging properties, while the
remaining loan is backed by an industrial property.  All three of
the assets are experiencing low occupancy levels.

The top 10 real estate exposures have an aggregate outstanding
balance of $81.8 million (73%).  Year-end 2007 financial
information was not available for two of the top 10 exposures.
Based on available information, Standard & Poor's calculated a
weighted average DSC of 1.67x.  Two of the top 10 exposures are on
the master servicer's watchlist and are discussed below.  Standard
& Poor's reviewed property inspection reports provided by the
master servicer for all of the assets collateralizing the top 10
loans.  All of the properties were characterized as "good."

Midland reported a watchlist of 10 loans totaling $27.9 million
(25%), including two of the top 10 real estate exposures, which
constitute 58% ($16.3 million) of the loans on the watchlist.
Details are:

  -- The largest loan on the watchlist and the third-largest
     exposure in the pool is the Crosstown Plaza Shopping Center
     loan ($10.1 million, 9%), which is secured by a 143,134-sq.-
     ft. retail property in West Palm Beach, Florida.  The asset
     appears on the watchlist because it has insufficient
     windstorm insurance coverage.  Midland reported a 1.12x DSC
     for the six months ended June 30, 2008, and 78% occupancy as
     of July 2008.

  -- The second-largest loan on the watchlist and the sixth-
     largest exposure in the pool is the Rego Park Nursing Home
     loan ($6.2 million, 6%), which is secured by a 200-bed health
     care property in Flushing, New York.  The asset appears on
     the watchlist due to a low DSC. Midland reported a DSC of
     0.61x for the 12 months ended Dec. 31, 2006, and 100%
     occupancy as of December 2006.

During the course of S&P's review, Midland provided updated
financial data that shows improved property performance (year-end
2007 DSC was 1.22x, and June 2008 DSC was 1.69x).  It is S&P's
understanding that the asset will be removed from the servicer's
watchlist.

The remaining loans are on the watchlist due to low occupancies
and/or low DSCs.

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

                          Ratings Raised

            JPMorgan Commercial Mortgage Finance Corp.
   Commercial mortgage pass-through certificates series 1997-C5

                    Rating
                    ------
         Class    To    From                Credit enhancement
         -----    --    ----                ------------------
         D        AAA     AA+                           92.10%
         E        AA+     AA                            78.33%
         F        BBB-    BB+                           32.45%

                         Rating Affirmed

            JPMorgan Commercial Mortgage Finance Corp.
   Commercial mortgage pass-through certificates series 1997-C5

          Class      Rating          Credit enhancement
          -----      ------          ------------------
          G          CCC-                        0.33%


JUHL WIND: Posts $383,311 Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------
Daniel J. Juhl, chief executive officer, and John P. Mitola,
president and chief financial officer, disclosed in a regulatory
filing with the Securities and Exchange Commission that on
June 24, 2008, Juhl Wind, Inc., terminated McElravy, Kinchen &
Associates, P.C., as its independent registered public accounting
firm.  "McElravy Kinchen audited our financial statements for the
fiscal year ended December 31, 2007.  The reason for the
replacement of McElravy Kinchen was that the independent
registered public accountants for Juhl Energy Development, Inc.
and DanMar and Associates, Inc. is the firm of Boulay, Heutmaker,
Zibell & Co. P.L.L.P.  We believed that it was in our best
interest to have Boulay Heutmaker continue to work with our
business, and we therefore retained Boulay Heutmaker as our new
independent registered public accounting firm effective as of
June 24, 2008.  Boulay Heutmaker is located at 7500 Flying Cloud
Drive, Suite 800, Minneapolis, Minnesota 55344."

"McElravy Kinchen's report on our financial statements for the
year ended December 31, 2007, did not contain any adverse opinion
or disclaimer of opinion and was not qualified as audit scope or
accounting principles, however such year-end report did contain a
modification paragraph that expressed substantial doubt about our
ability to continue as a going concern," Messrs. Juhl and Mitola
relate.

As of September 30, 2008, the company's balance sheet showed total
assets of $5,031,325 and total stockholders' equity of $1,399,811.
For the three months ended September 30, 2008, the company posted
a net loss of $383,311 as compared to net income of $110,883
during the same quarter in 2007.  "Our net loss was $568,869 for
the nine months ended September 30, 2008, as compared to net
income of $238,500 during the same nine-month period in 2007.
This loss was primarily due to the increase in general and
administrative expenses, payroll and one-time costs," Messrs. Juhl
and Mitola disclose.

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

                         About Juhl Wind

Juhl Wind, Inc., is engaged in the development of a type of wind
power in various small communities in the Midwestern United States
and Canada that has been labeled "community wind power."  Since
2003, the company has developed 11 wind farms, accounting for more
than 117 megawatts of wind power, that currently operate in the
Midwest region of the United States.  It is presently engaged in
various aspects of the development of 16 wind farms totaling an
additional 400 megawatts of community wind power systems.  Juhl
Energy Development, Inc. and DanMar & Associates, Inc. are wholly
owned subsidiaries of Juhl Wind.  DanMar & Associates, Inc., is
engaged in providing consulting services to owners and operators
of wind energy projects.  Juhl Energy Development, Inc., is
engaged in the development of wind farms. Juhl Energy Development,
Inc. also has a subsidiary, Community Wind Development Group LLC.


KIMBALL HILL: Files Chapter 11 Plan to Wind Down Business
---------------------------------------------------------
Kimball Hill Homes said that as a result of the severe economic
downturn and escalating turmoil in the credit markets, the
Company has made the difficult decision to begin the wind-down of
its operations with efforts to facilitate a sale of its business
or a bulk sale of its assets to continue during this period.  The
Company also filed its Chapter 11 plan, which is supported by the
official committee of unsecured creditors and the Company's
senior lenders.  The Company emphasized that homes currently
under construction will be completed and delivered over the next
six months.

"We deeply regret the necessity of [] decision, but given the
current housing and financial market conditions we are simply
unable to conduct normal operations while the Company continues
its sale efforts," said Ken Love, Chief Executive Officer, on
Dec. 2.  "We believe it is appropriate to begin the wind-down
process now to ensure the smoothest transition possible for our
employees, our homebuyers, the communities we serve, as well as
our creditors."

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

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

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

The Company has asked for a hearing on January 12, 2009, to
approve the Disclosure Statement accompanying the Plan.  The
Company has established a toll-free information line for
customers, homeowners, trade partners, and other interested
parties. The number is 877-631-3923.

                    Overview & Summary of Plan

Kimball Hill, Inc., and its debtor-affiliates filed, together
with the Official Committee of Unsecured Creditors, a Chapter 11
Joint Plan and a Disclosure Statement explaining that Plan.

The Plan groups claims against and interests in the Debtors into
five classes:

Class  Description           Claim Treatment
-----  -----------           ---------------
N/A    DIP Facility Claims   * Payment in full in cash
        Est. Allowed Claim:   * Estimated Recovery: 100%
        $16,000,000

N/A    Administrative        * Payment in full in cash
        Claims                * Estimated Recovery: 100%
        Est. Allowed Claim:
        $1,000,000

N/A    Priority Tax Claims   * Entitled to:
        Est. Allowed Claim:
        $1,000,000            (a) Payment in full in cash;

                              (b) Payment in cash in an amount
                                  agreed to by the Holder and the
                                  Debtors, with the consent of
                                  the Prepetition Agent and the
                                  Official Committee of Unsecured
                                  Creditors or the Plan
                                  Administrator, with the consent
                                  of the Liquidation Trust
                                  Administrator; or

                              (c) At the option of the Plan
                                  Administrator, payment in cash
                                  in an aggregate amount of the
                                  Allowed Priority Tax Claim
                                  payable in installment payments
                                 over a period of not more than
                                  five years after the Petition
                                  Date.

N/A    Intercompany          * Cancelled and no distribution
        Interest                under the Plan
                              * Estimated Recovery: 0%

N/A    Intercompany          * Cancelled and no distribution
        Claims                  under the Plan
                              * Estimated Recovery: 0%

A-1    Senior Credit         * Impaired
        Agreement Claims      * Estimated Recovery: 48% - 37%
        Est. Allowed Claim:   * Entitled to vote on the Plan
        $315,100,000          * Entitled to receive pro rata
                                share of:

                              (a) the beneficial interests of
                                  Post-Consummation Trust;

                              (b) 64% of the proceeds of the
                                  Pre-Effective Date Sale
                                  Transactions allocable to the
                                  Debtors' unencumbered assets;
                                  and

                              (c) 100% of the Liquidation Trust
                                  Series A Interest.

                              * Each holder of an Allowed Senior
                                Credit Agreement will be deemed
                                to consent to the distribution
                                of $2.1 million in cash from the
                                Committee Settlement Payment to
                                Holder of Allowed Unsecured
                                Senior Subordinated Note Claims
                                on the Effective Date as part of
                                the Settlement.

A-2    Other Secured         * Unimpaired
        Claims                * Estimated Recovery: 100%
        Est. Allowed Claim    * Not entitled to vote on the Plan
        $4,000,000            * Entitled to receive:

                              (a) payment in full in cash of the
                                  Allowed Other Secured Claim
                                  from the net proceeds of the
                                  collateral securing the Claim;

                              (b) delivery of the collateral
                                  securing any Allowed Other
                                  Secured Claim and any interest
                                  required to be paid under
                                  Section 506(b) of the
                                  Bankruptcy Code; or

                              (c) the Allowed Other Secured Claim
                                  will otherwise be rendered
                                  unimpaired.

A-3    Secured Bank Claims   * Unimpaired
        Est. Allowed Claim:   * Estimated Recovery: 100%
        $6,520,000            * Note entitled to vote on the Plan
                              * Entitled to receive:

                              (a) payment in full in cash of the
                                  Allowed Secured Bank Claim from
                                  the net proceeds of the
                                  collateral securing the Claim;

                              (b) delivery of the collateral
                                  securing any Allowed Secured
                                  Bank Claim and any interest
                                  required to be paid under
                                  Section 506(b) of the
                                  Bankruptcy Code; or

                              (c) the Allowed Secured Bank Claim
                                  will otherwise be rendered
                                  unimpaired.

B      Priority Non-Tax       * Unimpaired
        Claims                 * Estimated Recovery: 100%
        Est. Allowed Claim:    * Not entitled to vote on the Plan
        $1,000,000             * Each holder of an Allowed
                                 Priority Non-Tax Claim will be
                                 paid in full in cash from the
                                 collateral securing the Senior
                                 Credit Agreement Claims.

C-1    Senior Unsecured       * Impaired
        Claim                  * Estimated Recovery: 36% - 29%
        Est. Allowed Claim     * Entitled to vote on the Plan
        $43,571,000            * Each holder of an allowed Senior
                                 Unsecured Claim will receive pro
                                 rata share of:

                               (a) 36% of the proceeds of the
                                   Pre-Effective Date Sale
                                   Transactions allocable to the
                                   Debtors' unencumbered assets;

                               (b) 100% of the Liquidation Trust
                                   Series B Interests; and

                               (c) $3.9 million from the
                                   Committee Settlement Payment.

C-2    General Unsecured      * Impaired
        Claims                 * Estimated Recovery: 20% - 17%
        Est. Allowed Claim:    * Entitled to vote on the Plan
        $130,900,000           * Each holder of an Allowed
                                 General Unsecured Claim will
                                 receive pro rate share of:

                               (a) 36% of the proceeds of the
                                   Pre-Effective Date Sale
                                   Transactions allocable to the
                                   Debtors' unencumbered assets;

                               (b) 100% of the Liquidation Trust
                                   Series B Interests; and

                               (c) $3.9 million from the
                                   Committee Settlement Payment.

C-3    Unsecured Senior       * Impaired
        Subordinated Note      * Estimated Recovery: 1%
        Claim                  * Entitled to vote on the Plan
        Est. Allowed Claim:    * Each holder of an Allowed
        $210,600,000             Unsecured Senior Subordinated
                                 Note Claim will receive and
                                 retain its pro rate share of
                                 $2.1 million in cash from the
                                 Committee Settlement Payment.
                                 If (a) if Class C-3 votes to
                                 reject the Plan, or (b) if any
                                 holder of an Allowed Unsecured
                                 Senior Subordinated Note Claim
                                 or the Indenture Trustee objects
                                 to the Confirmation of the Plan
                                 or files a notice of appeal of
                                 the Confirmation Order, then the
                                 Cash payment will not be made
                                 and holder of Allowed Unsecured
                                 Senior Subordinated Note Claims
                                 will not receive and retain a
                                 distribution under the Plan.  In
                                 that event, the $2.1 million in
                                 cash will revert to holders of
                                 Liquidation Trust Series B
                                 Interest for distribution
                                 pursuant to the provisions of
                                 the Plan and the Liquidation
                                 Trust Agreement.

D      Subordinated Debt      * Impaired
        Securities Claims      * Estimated Recovery: 0%
        Est. Allowed Claim:    * Not entitled to vote on the Plan
        $0                     * Holders of Claims in Class D
                                 will not receive a distribution
                                 from the Estates under the Plan.

E      Interests              * Impaired
                               * Estimated Recovery: 0%
                               * Not entitled to vote on the Plan
                               * Holders of Interests in Class E
                                 will not receive a distribution
                                 from the Estates under the Plan.

Based on their valuation, the Debtors believe that the secured
portion of the Senior Credit Agreement Claims is allowable (a) in
the amount of $72,000,000 in the aggregate in the event the
Debtors do not consummate, on or before the Effective Date, a
sale of all or substantially all of their assets that are
collateral securing the Senior Credit Agreement Claims, or (b) in
the event the sale is consummated on or before the Effective
Date, in the amount of consideration allocable to the assets
securing the Senior Credit Agreement Claims.

A full-text copy of the 65-page Joint Chapter 11 Plan is
available for free at:

     http://bankrupt.com/misc/Kimball_Ch11Plan.pdf

A full-text copy of the 187-page Disclosure Statement is
available for free at:

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

The Debtors ask the Court to approve the Disclosure Statement as
containing adequate information pursuant to Section 1125 of the
Bankruptcy Code.

Section 1125 defines "adequate information" to mean information
of a kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the debtor and
the condition of the debtor's books and records, including a
discussion of the potential material Federal tax consequences of
the plan to the debtor, any successor to the debtor, and a
hypothetical investor typical of the holders of claims or
interests in the case, that would enable such a hypothetical
investor of the relevant class to make an informed judgment about
the plan.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors will continue to review the Disclosure
Statement and, based on their ongoing review and further
developments in their Chapter 11 cases, may make changes and
disclosures before the Disclosure Statement hearing.  Any
additional disclosures will increase the amount of information to
to holders of claims and interests and will consequently enhance
the adequacy of information in the Disclosure Statement, he says.

The Court will convene a hearing on January 13, 2009, at 2:00
p.m., C.T., to consider approval of the Disclosure Statement.
Parties-in-interest are enjoined to file their objections with
the Court no later than January 6, 2009.

                      About Kimbal Hill

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

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

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

(Kimball Hill Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


KIMBALL HILL: Seeks Court OK to Solicit Votes on Liquidation Plan
-----------------------------------------------------------------
Kimball Hill Inc., and its affiliated Debtors seek permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
begin soliciting votes on their Joint Chapter 11 Plan in
accordance with a proposed schedule and protocol.

The Debtors ask the Court to establish the first day of the
Disclosure Statement hearing as the record date for determining
(a) the holders of claims entitled to receive a Solicitation
Package pursuant to the Solicitation Procedures; (b) the holders
of claims entitled to vote to accept or reject the Plan; and (c)
whether claims have been properly transferred to an assignee
pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure so that the assignee can vote as the holder of the
claim.

The Debtors ask the Court to set the deadline to turn in votes to
accept or reject the Plan at 5:00 p.m. prevailing Pacific Time on
the date that is 10 calendar days before the confirmation
hearing.  Confirmation objections are due on that same day.  The
Debtors plan to file responses to these objections no later than
five days before the confirmation hearing.

The Debtors will ask the Court to set the date of the
confirmation hearing at the January 13 Disclosure Statement
Hearing.

                    Solicitation Procedures

To efficiently solicit votes in connection with the Plan in a
manner that is consistent with the requirements of the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, and due process, the
Debtors seek approval of their proposed Solicitation Procedures.

The Debtors have retained Kurtzman Carson Consultants, LLC, as
their voting and solicitation agent.  To the extent not already
authorized, the Debtors ask the Court to authorize Kurtzman to
assist them in, among others:

  -- distributing the Solicitation Packages and soliciting votes
     on the Plan;

  -- receiving, tabulating, and reporting on Ballots and Master
     Ballots cast to accept or reject the Plan by Holders of
     Claims; and

  -- responding to inquiries relating to the Disclosure
     Statement, the Plan, and the Solicitation Procedures.

The Debtors also seek to utilize the services of Financial
Balloting Group LLC to solicit votes of Holders of Claims based
on publicly traded securities.

The Debtors propose to distribute solicitation packages that
contain, among others, paper copies of the Solicitation
Procedures Order, a letter from the Debtors' significant
constituents urging holder in each voting class to accept the
Plan, the appropriate ballot, and the confirmation hearing
notice.

The Debtors intend to distribute the Solicitation Packages to
Holders of Claims entitled to vote no later than 28 calendar days
before the Voting Deadline.

The forms of the ballots and the master ballots are based on
Official Form No. 14 and have been modified to (a) address the
particular circumstances of the Debtors' chapter 11 cases and (b)
include additional information the Debtors believe to be relevant
for each Class of Claims entitled to vote on the Plan.

           Proposed Voting and Tabulation Procedures

The Debtors propose that only these Holders of Claims will be
entitled to vote:

  (a) Holders of Claims for which Proofs of Claims have been
      timely filed, as reflected in the claims register as of
      the Record Date; provided that Holders of Claims subject
      to a pending objection will not be entitled to vote unless
      they become eligible to vote through a Resolution Event.

  (b) Holders of Claims that are listed in the Debtors'
      schedules of assets and liabilities except those Claims
      that are scheduled as contingent, disputed, or
      unliquidated; provided that Holders of contingent,
      disputed, or unliquidated claims for which the applicable
      Bar Date has not passed may vote;

  (c) Holders whose Claims arise pursuant to an agreement or
      settlement with the Debtors regardless of whether a Proof
      of Claim has been filed; and

  (d) the applicable Nominee, as reflected in the relevant
      records as of the Record Date.

The Debtors also propose to use these general tabulating
procedures and standard assumptions, among others, in tabulating
Ballots and Master Ballots:

  (a) unless the Ballot or Master Ballot is submitted on or
      prior to the Voting Deadline, the Debtors will reject
      that Ballot or Master Ballot as invalid;

  (b) an original executed Ballot or Master Ballot submitted for
      tabulation must be original and must be executed.
      Delivery of a Ballot or Master Ballot by facsimile, email,
      or any other electronic means will not be valid;

  (d) the Debtors will tabulate all Ballots and Master Ballots
      and file a voting report no later than five calendar days
      prior to the Confirmation Hearing;

  (e) the Debtors will provide notice of the Voting Report to
      the U.S. Trustee, the Master Service List, the 2002 List,
      and all parties who have timely filed an objection to the
      Plan by the Plan Objection Deadline, and will also serve a
      copy of the Voting Report to the Court.

The Plan contemplates for certain Beneficial Holders of Claims to
vote on the Plan.  The Debtors propose a separate set of voting
procedures for Beneficial Holders of Claims.

                      About Kimbal Hill

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

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

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

(Kimball Hill Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


KIMBALL HILL: Seeks Court OK for Wind-Down Incentive Plans
----------------------------------------------------------
Kimball Hill Inc., and its affiliated Debtors seek permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
implement employee incentive plans in light of the proposed
liquidation of their businesses.

After significant consultation with their Prepetition Lenders and
the Official Committee of Unsecured Creditors, the Debtors have
determined to continue the sale process while they commence an
orderly wind-down of operations.  The Debtors contemplate an
immediate and substantial reduction in force and have identified
those critical employees whose contributions are essential for
the first phase of the Sale and Wind-Down Process and thereafter.

To motivate these employees to complete their essential tasks to
enable the Debtors to pursue a sale transaction that will
expedite realization of asset proceeds and distributions to
creditors, as well as to maximize the value of the Debtors'
estates, the Debtors ask the Court to approve an Associate
Incentive Plan and a Management Incentive Plan.

                The Associate Incentive Plan

The Debtors relate that approximately 225 full-time employees are
involved in the Wind-Down, which number will gradually be reduced
as the Wind-Down progresses.  The Associate Incentive Plan
provides that:

  (a) Payments are based upon the level of the employees and
      their length of service until completion of the Wind-Down,
      subject to a maximum of 25% of base pay.  Payment will be
      made if the Key Employees meet designated targets which
      will be established for each 13-week period of the Wind-
      Down.

  (b) The Wind-Down targets of the Key Employees include (i)
      projected proceeds from consolidated home closings (ii)
      projected number of homes remaining in inventory for which
      a certain stage of construction has been achieved or
      exceeded, and (iii) a satisfactory performance rating.
      The Wind-Down Targets will be determined in connection
      with the Wind-Down budget approved jointly by the Debtors,
      the Creditors' Committee, and the Prepetition Agent.

  (c) If the Key Employees achieve 90% or more of the Wind-Down
      Targets, they would receive these payments:

                                       Incentive Amount
      Level                         (Amt. of Base Salary)
      ------                        ---------------------
      Non-exempt (hourly)     1 week/month of wind-down service
      Exempt (salary)         2 weeks/month of wind-down service
      Management              2 weeks/month of wind-down service
      Executive               2 weeks/month of wind-down service

  (d) If the Key Employees do not fully achieve the Wind-Down
      Targets, their Associate Incentive payment will be
      calculated based on the percentage of Wind-Down Targets
      achieved:

                      Percentage to
       =========================================
                                  Associate
       Wind-down Targets        Incentive Payment
       -----------------        -----------------
          20% - 60%                    50%
          61% - 90%                    75%

  (e) Key Employees terminated at the end of the first Wind-Down
      Interval will receive their Associate Incentive Payments
      upon termination.  Key Employees terminated after Phase I
      will receive 25% of the Associate Incentive Payment earned
      during the previous Wind-Down Interval within 15 days
      after the end of each Wind-Down Interval during which they
      remain employed by the Debtors.  The balance of the
      Associate Incentive Payment will be paid upon
      termination.

      Key Employees that are terminated during the first 45 days
      of a Wind-Down Interval will not be subject to the Wind-
      Down Targets for that Wind-Down Interval but will have to
      meet qualitative objectives and meet the Rating Target in
      order to be eligible for an Associate Incentive Payment
      for the period after the end of the prior Wind-Down
      Interval.  Key Employees terminated on or after day 46 of
      a Wind-Down Interval will be subject to the Wind-Down
      Targets for that Wind-Down Interval.

The Associate Incentive Plan also provides for the creation of a
discretionary bonus pool to be paid to certain Key Employees at
the discretion of the Debtors' chief executive officer.  This
plan provides for $250,000 pool with awards to any one Key
Employee capped at $50,000.  This Discretionary Bonus Plan
replaces the same plan approved as part of the Original Incentive
Program.  The incremental cost of this plan is $50,000.

The Associate Incentive Plan payments comprise a gross incentive
amount ranging from about $1,000 to $65,000 per employee,
depending on the respective Employee's years of service, base
salary, and rank.  The Associate Incentive Plan payments will
not exceed 25% of the Key Employees' gross annual base salary,
with average payments per Key Employee of 16% of gross annual
base salary.  The maximum total amount of payments to be made to
Key Employees under the Associate Incentive Plan is estimated at
approximately $2,400,000, including taxes, based upon currently
estimated termination dates.

Douglas J. Friske, a managing principal at Towers, Perrin,
Forster and Crosby, Inc., who is familiar with the Debtors'
employee incentive plans, relates that the Associate Incentive
Plan provides a competitive level of compensation in a format
that recognizes the Debtors' limitations in bankruptcy.

               The Management Incentive Plan

In order to maintain, recognize, and reward commitment by the
Senior Management to the success of the Wind-Down, the Debtors
have developed a Management Incentive Plan which provides
Senior Management with incentives to (1) dedicate themselves
during Phase I to implementing and managing through a successful
Wind-Down, referred to as the "Completion Bonus", and (2)
complete a bulk sale of the Debtors' businesses, or the
"Transaction Bonus".

(1) Completion Bonus

   (a) The Completion Bonus will be paid from a fixed
       pool established at the end of Phase I.  The size of the
       Completion Bonus Pool will be determined by these
       percentage of Wind-Down Targets achieved:

       * 20% ? 80% of Wind-Down Targets will result in a
         $750,000 Completion Bonus Pool;

       * 80% ? 99% of Wind-Down Targets will result in a $1.0
         million Completion Bonus Pool; and

       * 100% or greater of Wind-Down Targets will result in a
         $1.52 million Completion Bonus Pool.

   (b) Allocation of the Completion Bonus Pool among the members
       of the Senior Management are:

         Officers                     Percentage of Bonus
         --------                     -------------------
         Chief Executive Officer            39.5%
         Regional Vice President            19.1%
         Regional Vice President            13.2%
         Chief Finance Officer              10.5%
         Head of Human Resources             8.7%
         General Counsel                       5%
         Corporate Controller                  4%

   (c) Payment of the Completion Bonus will be made within 15
       days after the end of Phase I.  Members of the Senior
       Management who voluntarily terminate their employment or
       are terminated for cause prior to their scheduled
       Termination Date will forfeit all Completion Bonus
       benefits.

       The Completion Bonus Pool will be reduced pro rata on the
       basis of the amounts allocated to any members of the
       Senior Management who voluntarily terminate their
       employment or are terminated for cause before the end of
       Phase I.

(2) Transaction Bonus

   (a) If the Debtors complete a Transaction, an incremental
       bonus pool will be created and calculated based on when
       a contract is executed and deposit paid:

       * 0 ? 30 days after commencement of the Wind-Down will
         result in a Transaction Bonus Pool of 1% of the total
         cash proceeds from the sale plus assumed postpetition
         liabilities;

       * 31 ? 60 days after commencement of the Wind-Down will
         result in a Transaction Bonus Pool of 0.75% of the
         Transaction Value;

       * 61 ? 90 days after commencement of the Wind-Down will
         result in a Transaction Bonus Pool of 0.50% of the
         Transaction Value.

   (b) Allocation of the Transaction Bonus Pool among the
       members of the Senior Management is pursuant to the
       Management Allocations.

   (c) Payment of the Transaction Bonus will be made within 15
       days after closing of any Transaction.  Members of Senior
       Management who voluntarily terminate their employment or
       are terminated for cause prior to their scheduled
       termination date will forfeit all Transaction Bonus
       benefits.  The Transaction Bonus Pool will be reduced pro
       rata on the basis of the amounts allocated to any
       eligible employees who voluntarily terminate their
       employment or are terminated for cause before the end of
       the end of Phase I.

Mr. Friske says the Management Incentive Plan will result in
incentive payments that amount to less than the target bonus for
the fiscal year for the executives included in the Plan.

The Debtors relate that the cost of engaging outside contractors
to conduct the winddown is substantially more than that under the
proposed Incentive Programs.  Accordingly, they assert that the
costs associated with the Incentive Plans are more than justified
by the benefits expected to be realized.

The Court will consider the Debtors' request at a hearing on
December 17, 2008.  Objections must be filed no later than
December 12, 2008.

                      About Kimbal Hill

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

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

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

(Kimball Hill Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LAND O' LAKES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Land O' Lakes Marine, Inc.
        3208 Land O' Lakes Blvd.
        Land O Lakes, FL 34639-4406

Case No.: 08-19539

Chapter 11
Petition Date: December 8, 2008

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Buddy@tampaesq.com

Total Assets: $2,297,500

Total Debts: $1,987,699

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

        http://bankrupt.com/misc/flmb08-19539.pdf


LANDSBANKI ISLANDS: Seeks Chapter 15 Protection in Manhattan Court
------------------------------------------------------------------
Iceland's Landsbanki Islands hf sought protection under Chapter 15
of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the
Southern District of New York on December 9, 2008.  Based in
Reykjavik, Landsbanki disclosed more than $1 billion of both
assets and liabilities, according to various reports.

Kaupthing Bank hf on November 30 and Glitnir Banki hf on Nov. 26
have also sought Chapter 15 protection before the Manhattan court.
According to Reuters, all three banks had been seized by Iceland's
Financial Supervisory Authority as the global credit crisis
deepened.

Reuters relates that Kristinn Bjarnason, a court-appointed
assistants managing Landsbanki Islands' reorganization, told the
U.S. court that since 2006, the bank has issued $2.6 billion of
notes in the United States.  Landsbanki's known asssets in the
United States are bank accounts, some loan receivables and bonds
and stocks held for hedging purposes, Ms. Bjarnason said in a
court filing, according to Reuters.

Landsbanki has asked the U.S Court to recognize its bankruptcy
proceedings in Iceland as a foreign main proceeding under Chapter
15.

"The ultimate goal of Landsbanki is to satisfy the claims of
creditors and to try to preserve the value of the bank's assets to
the extent possible," Ms. Bjarnason said, according to Reuters.

Reuters notes that Iceland's banks had taken on billions of
dollars of debt in recent years to fund aggressive overseas
expansion.  After the country took a majority stake in Glitnir in
late September, Reuters relates, investors rushed to shed
Icelandic assets, causing the krona to sink and a bank run on the
nation's largest lenders.  Reuters says the International Monetary
Fund approved on November 19 a $2.1 billion loan for Iceland as
part of an assistance package totaling about $10 billion.

On October 7, 2008, following the continued deterioration in the
financial markets, the Financial Supervisory Authority of Iceland
used powers granted by the Icelandic Parliament to take control of
Landsbanki.  Subsequently, New Landsbanki Bank hf was created and
Old Landsbanki's domestic Icelandic deposits, as well as
significant Old Landsbanki assets relating to its Icelandic
operations, were transferred to it.  New Landsbanki is wholly
owned by the Icelandic Government.

New Landsbanki has taken over all of Old Landsbanki's domestic
Icelandic deposits, together with significant Old Landsbanki
assets that were related to its Icelandic operations, such as
loans and other claims.  Old Landsbanki retains all liabilities
and assets not transferred to New Landsbanki.

New Landsbanki will issue a bond to Old Landsbanki, the face value
of which will be the net difference between the assets and
liabilities transferred into New Landsbanki from Old Landsbanki,
to reflect a fair value asset adjustment verified by an
independent third party.

A Resolution Committee has been appointed by the FME to supersede
the board of directors of Old Landsbanki. The role of the
Resolution Committee is to oversee the realisation of assets,
maximize the value as much as possible, and retain within Old
Landsbanki until a formal process of payment distribution
commences.

On October 30, the Resolution Committee appointed the U.K. limited
liability partnership of Deloitte & Touche LLP to assist with the
communication and consultation with all remaining creditors of Old
Landsbanki including its international branches.  The Resolution
Committee tapped Deloitte to assist it in setting up an informal
committee of creditors representing a broad cross section of
financial institutions, bond holders, international deposit
holders, and other creditors.

On November 14, the first informal creditors' committee meeting
was in Reykjavik.  The ICC is made up of creditors and creditor's
representatives of Old Landsbanki representing the interests of
different classes and types of creditors.  According to Mr. Larus
Finnbogason, Chairman of the Resolution Committee, the meeting
discussed the background to Landsbanki's operations and the
circumstances leading up to action taken by the Icelandic
financial regulator.  Attendees were informed of actions being
taken by the Resolution Committee to both maximize long-term value
and protect assets for stakeholders and there was a discussion of
the way forward for Old Landsbanki to achieve the best long-term
result for stakeholders.

The Resolution Committee said it looks forward to working closely
with the ICC towards a solution that maximizes recovery for all
stakeholders.


LANDSBANKI ISLANDS: Voluntary Chapter 15 Case Summary
-----------------------------------------------------
Chapter 15 Debtor: Landsbanki Islands hf.
                   Austurstraeti 11, IS 155
                   Reykjavik, Iceland

Bankruptcy Case No.: 08-14921

Type of Business: The Debtor is a financial institution.

                  See: http://www.landsbanki.is/

Chapter 15 Petition Date: December 9, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

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

Estimated Assets: More than $ 1 billion

Estimated Debts: More than $ 1 billion


LB-UBS COMMERCIAL: S&P Keeps B- Rating on Class S Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2003-C8.  Concurrently, S&P affirmed
its ratings on 17 other classes from the same series.

The upgrades reflect increased credit enhancement levels resulting
from a 29% reduction in the mortgage pool balance since issuance,
as well as the defeasance of the collateral securing 11%
($107.6 million) of the pool.  The affirmations reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Nov. 18, 2008, remittance report, the collateral pool
consisted of 88 loans with an aggregate principal balance of
$990.0 million, down from 94 loans with a $1.4 billion balance at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 99.7% of the pool, excluding the
defeased loans.  Almost all (98.8%) of the servicer-reported
information was year-end 2007 or interim 2008 data.  Based on this
information, S&P calculated a weighted average debt service
coverage of 1.80x, up from 1.71x at issuance.  All of the loans in
the pool are current.  There is one loan ($5.1 million, 0.5%) with
the special servicer, LNR Partners Inc.  The trust has not
incurred any losses to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $551.6 million (56%) and a weighted average
DSC of 2.05x, up from 1.94x at issuance.  Two of the top 10 loans
appear on the servicer's watchlist and are discussed below.  S&P
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One property was
characterized as "excellent," while the remaining collateral was
characterized as "good."

Credit characteristics for four of the loans in the pool continue
to be consistent with those of investment-grade rated obligations.
Details of these loans are:

  -- The largest exposure in the pool, the Grove loan, has a trust
     balance of $163.7 million (17%).  The loan is secured by the
     leasehold interest in a 583,688-sq.-ft. lifestyle center
     retail property in Los Angeles, Califrnia.  For the year-
     ended Dec. 31, 2007, the DSC was 2.39x and occupancy was
     99.2%.  S&P's adjusted net cash flow is comparable to its
     level at issuance.

  -- The second-largest exposure, the 114 West 47th Street
     Building loan, has a trust balance of $106.7 million (11%)
     and is secured by a leasehold interest in a 596,815-sq.-ft.
     office property in Manhattan.  The property serves as the
     U.S. headquarters for U.S. Trust Co. of New York.  Wachovia
     reported a DSC of 1.93x for the year-ended 2007 and 97%
     occupancy as of July 31, 2008.  Standard & Poor's adjusted
     net cash flow is comparable to its levels at issuance.

  -- The third-largest exposure, Westfield Shoppingtown South
     County Mall, has a trust balance of $79.2 million (8%).  The
     loan is secured by 451,651 sq. ft. of a 1.02-million-sq.-ft.
     regional mall in St. Louis, Missouri.  The sponsor of the
     loan and manager of the property is Westfield America Trust
      (A-/Stable/--).  Wachovia reported a DSC of1.89x as of year-
     end 2007 and 95.9% occupancy as of June 30, 2008.

  -- The eighth-largest exposure, Liberty Tree Mall, has a trust
     balance of $35.0 million (4%).  The interest-only loan is
     secured by 449,718 sq. ft. of an 859,237-sq.-ft. regional
     mall in Danvers, Massachussetts.  The sponsor of the loan and
     manager of the property is Simon Property Group Inc.
     (A-/Stable/--).  Standard & Poor's analysis of the property's
     cash flow indicated a loan-to-value of 41%.

The credit characteristics of 23rd-largest exposure, Sangertown
Square, ($14.1 million, 1%) are no longer consistent with those of
an investment-grade rated obligation.  The exposure is a B note
that is subordinate to a $56.6 million A note.  The $56.6 million
A note was securitized in the LB-UBS Commercial Mortgage Trust
2000-C3 transaction.  Both loans are secured by an 855,360-sq.-ft.
regional mall in New Hartford, New York.  Standard & Poor's
analysis of the property's cash flow result in a LTV of 81%.

There are seven loans ($66.2 million) in the pool that have
reported low DSC, three of which are credit concerns.  The three
loans that are credit concerns are secured by office, retail, and
lodging properties, have an average balance of $7.7 million, and
have experienced a weighted average decline in DSC of 72% since
issuance.  The collateral properties have experienced a
combination of declining occupancy and higher operating expenses
since issuance, and S&P does not expect DSC to improve
significantly in the near future.

The Rock Road Center loan ($5.1 million, 0.5%), the one loan with
the special servicer, was transferred to LNR on Oct. 24, 2008 for
imminent default.  The loan is secured by an 86,500-sq.-ft. retail
center in Wichita, Kansas.  The collateral property is occupied by
three tenants: Linens 'N Things, (43% of net rentable area),
Office Max (27% of net rentable area), and Appollon Computers
(29%).  Due to the closure of Linens 'N Things, the property's
cash flow will be insufficient to support the debt service
payments.  LNR is evaluating the situation to determine the asset
strategy.  The reported DSC was 1.39x as of June 30, 2008.

Wachovia reported a watchlist of 15 loans ($125.5 million, 13%).
The Milestone Hotel portfolio loan ($29.3 million, 3%), the
largest loan on the watchlist and the sixth-largest exposure in
the pool, is secured by four lodging properties in New York,
Florida, and Pennsylvania.  The loan is on the watchlist because
the four properties reported a weighted average DSC of 0.93x for
the six months ended June 30, 2008.  All four properties have
experienced declines in revenue due to the softening market and
competition.  The properties have also experienced increases in
operating expenses.

  -- The Oceanview Village Shopping Center loan ($18.8 million,
     2%), the eighth-largest loan, is secured by a 98,515 -sq.-ft.
     grocery anchored retail property in San Francisco,
     California.  The loan is on the watchlist because Hollywood
     Video vacated the property and rejected its lease after the
     company filed for bankruptcy.  The grocery anchor,
     Albertsons, subleased its space to a local grocery chain but
     remains financially obligated through the end of its lease.
     Wachovia reported a DSC of 1.04x for the six months ended
     June, 30 2008, and an occupancy of 94% as of March 2008.

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 raised and affirmed ratings.

                          Ratings Raised

             LB-UBS Commercial Mortgage Trust 2003-C8
   Commercial mortgage pass-through certificates series 2003-C8

                      Rating
                      ------
          Class     To      From         Credit enhancement
          -----     --      ----         ------------------
          D         AAA     AA+                      16.08%
          E         AA+     AA                       13.79%
          F         AA      AA-                      12.37%

                        Ratings Affirmed

LB-UBS Commercial Mortgage Trust 2003-C8
Commercial mortgage pass-through certificates series 2003-C8

          Class    Rating            Credit enhancement
          -----    ------            ------------------
          A-2      AAA                           20.85%
          A-3      AAA                           20.85%
          A-4      AAA                           20.85%
          B        AAA                           19.35%
          C        AAA                           17.85%
          G        A+                            10.25%
          H        A-                             8.48%
          J        BBB+                           7.07%
          K        BBB                            4.95%
          L        BB+                            4.24%
          M        BB                             3.53%
          N        BB-                            3.00%
          P        B+                             2.30%
          Q        B                              1.94%
          S        B-                             1.59%
          X-CL     AAA                             N/A
          X-CP     AAA                             N/A

                    N/A - Not applicable.


LEEK FINANCE: Fitch Downgrades Rating on Class D Notes to 'B+'
--------------------------------------------------------------
Fitch Ratings has affirmed 11 tranches of Leek Finance Number 19
plc, a non-conforming RMBS transaction issued by Platform Funding
Limited, a wholly owned subsidiary of Britannia Building Society
(Britannia - 'A-' ((A minus))/ 'F2'/Outlook Negative).  At the
same time, the agency has downgraded the class D notes to 'B+'
from 'BB' and revised the Outlooks on the class C notes to
Negative from Stable.  The rating actions are listed below.

The downgrades and revised Outlooks affecting the lower-rated
notes of Leek 19 reflect high and increasing mortgage loan
arrears, repossessions, losses, very high weighted-average loss
severity and a high loan-to-value ratio.  Loans that are three
months or greater in arrears accounted for 6.21% of the
outstanding balance as of September 2008, higher than previous
transactions from the Leek series at the same level of seasoning.
The total number of properties in repossession increased to 2.82%
of the current collateral balance in September from 2.39% in June,
with cumulative net losses totalling 0.58%.

This transaction has historically had a high WALS, which has
increased significantly in the last quarter: period WALS totalled
43.81% and cumulative WALS totalled 32.45%.  Fitch has been
informed that this increase is due to specific loans with acute
losses of over GBP100,000, primarily on flats/maisonettes in the
North West, Yorkshire and East Midlands which have been sold at
auction.  Although this may therefore be a one-off increase, the
agency expects an increasing trend in WALS throughout the UK Non-
Conforming market due to continuing house price declines in the
UK.

The Leek series of transactions include a provisioning mechanism
that traps excess revenue at the bottom of the revenue waterfall
to build a loss provision reserve. Fitch has given credit for this
reserve to the lower-rated classes.

  -- Class A1a (ISIN XS0294474464) affirmed at 'AAA'; Outlook
     Stable

  -- Class A1b (ISIN XS0294475867) affirmed at 'AAA'; Outlook
     Stable

  -- Class A2a (ISIN XS0294479778) affirmed at 'AAA'; Outlook
     Stable

  -- Class A2b (ISIN XS0294480602) affirmed at 'AAA'; Outlook
     Stable

  -- Class A2c (ISIN XS0294482483) affirmed at 'AAA'; Outlook
     Stable

  -- Class Ma (ISIN XS0294483614) affirmed at 'AA'; Outlook Stable

  -- Class Mc (ISIN XS0294484349) affirmed at 'AA'; Outlook Stable

  -- Class Ba (ISIN XS0294484778) affirmed at 'A'; Outlook Stable

  -- Class Bc (ISIN XS0294485072) affirmed at 'A'; Outlook Stable

  -- Class Ca (ISIN XS0294485403) affirmed at 'BBB'; Outlook
     revised to Negative from Stable

  -- Class Cc (ISIN XS0294486476) affirmed at 'BBB'; Outlook
     revised to Negative from Stable

  -- Class Da (ISIN XS0294486559) downgraded to 'B+' from 'BB';
     Outlook Negative

  -- Class Dc (ISIN XS0294486716) downgraded to 'B+' from 'BB';
     Outlook Negative


LEHMAN BROTHERS: Moody's Downgrades Senior Rating to 'C' From 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the senior ratings of Lehman
Brothers Holdings Inc., and those of certain guaranteed
subsidiaries, to C from B3.  The firm's subordinated debt was
downgraded to C from Caa2, and its preferred stock to C from Ca.

The senior long-term rating of Lehman Brothers Inc. was lowered to
Ca from B1 and subordinated debt to C from B3.  The short-term
ratings for all rated Lehman entities are Not-Prime.  This rating
action concludes the review of Lehman's long-term ratings.
Moody's will subsequently withdraw the ratings within the next few
days.

On September 15, Moody's downgraded Lehman's ratings and placed
them on review for possible further downgrade following the firm's
announcement that it was filing for Chapter 11 bankruptcy
protection.  The B3 rating assigned at that time to LBHI senior
obligations reflected Moody's expectations that the financial
regulators would look to achieve an orderly wind-down of the firm,
which would help support existing asset value coverage and
recovery for senior creditors.

Moody's said that the rating action reflects its expectations that
recoveries for senior creditors will likely be significantly
reduced as a result of continued market value declines and the
likelihood that Lehman's liquidation will continue to be a
somewhat disorderly and protracted process that could extend for
several years.  The extended time expected to affect such a wind-
down poses uncertainty as to ultimate asset value realizations.
Potential recoveries implied by the C rating are between 0 to 50%,
with senior creditors at the upper end of the range and
subordinated and preferred claims at zero.

The Ca rating on Lehman Brothers Inc. reflects the potential for a
higher recovery rate (50-70%) for Lehman's regulated primary
broker-dealer given its higher quality balance sheet and minimal
outstanding debt relative to Lehman's unregulated entities.
Though LBI was not part of the initial bankruptcy filing, the
entity was placed into liquidation by the Securities Investors
Protection Corporation on September 19, 2008 to facilitate the
sale of substantially all of Lehman's North American capital
markets, research and investment banking operations to Barclays
Capital, as well as to move acquired customer accounts and
balances to Barclays.

The B3 long-term bank deposit and issuer ratings of Lehman
Brothers Commercial Bank and Lehman Brothers Bank, FSB were
confirmed with a stable outlook.  The higher ratings for the two
U.S. banks reflect the potential for significantly higher recovery
for uninsured depositors and creditors given the subsidiaries'
capital buffer.  LBHI had guaranteed the obligations of both FSB
and LBCB. Both banks continue to operate and depositors and
creditors continue to receive timely payments.

However, Moody's expects that as deposits mature the banks may
face liquidity pressures and could be liquidated or sold.
The ratings of these Lehman subsidiaries are based solely upon the
quality of the guarantee from LBHI and do not reflect the
intrinsic quality of the balance sheets of these rated entities.

  * Lehman Brothers International (Europe),
  * Lehman Brothers OTC Derivatives Inc.,
  * Lehman Brothers Special Financing Inc.,
  * Lehman Brothers Bankhaus AG,
  * Lehman Brothers Treasury Co, B.V.

Lehman Brothers Holdings Inc. is a financial services holding
company headquartered in New York. The company filed for
protection under Chapter 11 of the US bankruptcy code on
September 15, 2008.

The last rating action was on September 15, 2008 when the ratings
of Lehman Brothers Holdings Inc. were placed under review for
possible downgrade.

Issuer: Lehman Brothers Bank, FSB

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Issuer Rating, Confirmed at B3
  -- Senior Unsecured Deposit Rating, Confirmed at B3

Issuer: Lehman Brothers Bankhaus AG

Downgrades:

  -- Multiple Seniority Medium-Term Note Program, Downgraded to C
     from a range of Caa2 to B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Commercial Bank

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

  -- Issuer Rating, Confirmed at B3
  -- Senior Unsecured Deposit Note/Takedown, Confirmed at B3

Issuer: Lehman Brothers Holdings Capital Trust I

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust II

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust III

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust IV

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust IX

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust V

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Caa2

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust VI

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust VII

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust VIII

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust X

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust XI

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2
  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Capital Trust XII

Downgrades:

  -- Preferred Stock Shelf, Downgraded to (P)C from (P)Caa2

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings E-Capital Trust I

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Inc.

Downgrades:

  -- Issuer Rating, Downgraded to C from B3

  -- Multiple Seniority Medium-Term Note Program, Downgraded to C
     from a range of Caa2 to B3

  -- Multiple Seniority Shelf, Downgraded to (P)C from a range of
     (P)Caa2 to (P)B3

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

  -- Subordinate Regular Bond/Debenture, Downgraded to C from Caa2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to C
     from B3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to C
     from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     B3

  -- Senior Unsecured Shelf, Downgraded to (P)C from (P)B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Inc. (London)

Downgrades:

  -- Multiple Seniority Medium-Term Note Program, Downgraded to C
     from a range of Caa2 to B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Holdings Plc

Downgrades:

  -- Multiple Seniority Medium-Term Note Program, Downgraded to C
     from a range of Caa2 to B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers International (Europe)

Downgrades:

  -- Issuer Rating, Downgraded to C from B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers OTC Derivatives Inc.

Downgrades:

  -- Issuer Rating, Downgraded to C from B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Special Financing Inc.

Downgrades:

  -- Issuer Rating, Downgraded to C from B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers Treasury Co. B.V.

Downgrades:

  -- Multiple Seniority Medium-Term Note Program, Downgraded to C
     from B3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to C
     from B3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to C
     from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
     a range of Caa2 to B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers UK Cap. Fund. II

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers UK Capital Funding III LP

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Issuer: Lehman Brothers UK Capital Funding IV LP

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers UK Capital Funding LP

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers UK Capital Funding V LP

Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to C from Ca

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Lehman Brothers, Inc.

Downgrades:

  -- Issuer Rating, Downgraded to Ca from B1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)C to
     (P)Ca from a range of (P)B3 to (P)B1

  -- Senior Subordinated Medium-Term Note Program, Downgraded to C
     from B3

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to C
     from B3

Outlook Actions:

  -- Outlook, Changed To Stable From Rating Under Review


LEHMAN BROTHERS: Superior Pipelines Wants to Prosecute LCPI Suits
-----------------------------------------------------------------
Superior Pipelines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to
prosecute a pending lawsuit against Lehman Commercial Paper, Inc.,
and others.  The lawsuit is currently pending before the U.S.
Bankruptcy Court for the Eastern District of California.

Superior is a building contractor operating in the state of
California.  In March 2006, Superior, under a written letter of
intent with debtor LBREP/L-SunCal McAllister Ranch LLC, commenced
work on a residential development located east of Highway 43 and
west of the future Allen Road extension on Panama Lane in Kern
County, called McAllister Ranch.

Walter E. Alexander, president of Superior, relates that
McAllister Ranch was designed to be a 2,070-acre master planned
community development and was to be constructed on the Debtor's
real property.  Turman Construction Company, Inc., was hired by
the Debtor to do Earth work in July 2005.  Between April 2006 and
September 2007, Superior installed utilities -- storm drains,
water system, sewer, electric, cable, telephone and gas -- on the
Property.

T. Scott Belden, Esq., at Klein, DeNatale, Goldner, Cooper,
Rosenlieb & Kimball, LLP, in Bakersfield, California, relates that
Superior has provided labor, services, equipment and material to
the Property in excess of $16,000,000.  The Debtor paid Superior
$9,927,801 and owes Superior $6,385,162, exclusive of interest.

Mr. Alexander relates that in March 2008, he was told by Sam
Bowman, project manager of McAllister Ranch, that the Debtor was
going to walk away from the Property and shut it down.  Superior
filed mechanics' liens against the Property and then filed a
complaint in the Superior Court of Kern County against the Debtor
and Lehman Commercial Paper, Inc., among others, for breach of
contract and to foreclose its Mechanics' Liens.

Superior attached $1.2 million of SunCal's funds that are in the
hands of a third party, McAllister Ranch Irrigation District.
MRID disputes that the funds Superior attached are SunCal's
property.  Mr. Belden says MRID continues to use those funds to
operate, so the funds are eroding.

Superior also attached $835,000 of SunCal's funds that were on
deposit with Pacific Gas and Electric Company.

On September 11, 2008, three creditors filed an involuntary
Chapter 11 petition against SunCal and several of its affiliates
in the Central District of California, Santa Ana Division.  Judge
Erithe A. Smith appointed a Chapter 11 trustee on October 28,
2008.  Superior filed a notice to remove the Superior Court case
to the California Bankruptcy Court for the Eastern District.
Superior wants to file its First Amended Complaint in the removed
proceeding to add claims for relief for:

   (1) equitable subordination under Section 510(c) of the
       Bankruptcy Code,

   (2) determination of nature, extent, and validity of liens
       under Section 506 of the Bankruptcy Code, and

   (3) declaratory relief under Sections 362 and 541 of the
       Bankruptcy Code.

                      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: Sola Sues to Recover $3 Million Transfer
---------------------------------------------------------
Sola Ltd. filed an adversary proceeding before the U.S. Bankruptcy
Court for the Southern District of New York against Lehman
Brothers Special Financing, Inc., and JP Morgan Chase Bank, N.A.,
seeking to recover $3,000,000 that were inadvertently transferred
by wire to the account of LBSF held at JP Morgan on September 12,
2008, in response to a September 10, 2008, e-mail from LBSF.

A few days, Sola filed an amended complaint to include additional
information relating to Sola's correspondence with LBSF and JP
Morgan regarding the request for the return of the Sola Funds.

According to Sola, shortly after the transfer was made, it became
apparent that the transfer of funds was an administrative error
and that the September 10 e-mail from LBSF did not request funds
from Sola, but was intended instead to confirm the transfer of
funds to Sola from LBSF in the ordinary course of business between
Sola and LBSF.

Sola's counsel, Paul R. DeFilippo, Esq., at Wollmuth Maher &
Deutsch, LLP, in New York, relates that since the error was
discovered, the Sola Funds have not been released to Sola despite
repeated requests to both JP Morgan and LBSF.  He adds that JP
Morgan exercised setoff rights against the LBSF account in which
the Sola Funds were held.

Sola asserts that it is entitled to declaratory relief that the
Sola Funds were not the property of LBSF, and thus not subject to
setoff by JP Morgan.

                      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: Aliant, et al., Sue LBSF to Recover Securities
---------------------------------------------------------------
Aliant Bank, Southern Community Financial Corporation and Southern
Community Bank and Trust, and Carolina First Bank, commenced
separate adversary proceedings against Lehman Brothers Special
Financing, Inc., seeking to recover securities that served as
collateral for their potential obligations to LBSF pursuant to the
terms of several prepetition ISDA Master Agreements.

The Plaintiffs seek to recover:

   Plaintiff                    Collateral
   ---------                    ----------
   Southern          Federal Home Loan Bank securities bearing
                     CUSIP No. 31339XD68 and CUSIP No. 3128X1EP8

   Carolina First    Fannie Mae mortgage-backed security bearing
                     CUSIP No. 31402RNF2

   Aliant            FNMA mortgage-backed security bearing CUSIP
                     No. 31371LB81

The Plaintiffs also seek to recover any proceeds from the
securities and interests accrued by the securities.

According to the Plaintiffs, they properly terminated the Swap
Agreements before the Petition, thus, as a result, LBSF had an
obligation to immediately return all of the posted collateral to
their respective owners.  The Plaintiffs tell the Court that,
despite repeated demands, LBSF has not returned the Posted
Collateral.

Southern and Carolina First are represented by Jay G. Safer, Esq.,
at Locke Lord Bissell & Liddell, LLP, in New York.  Aliant is
represented by John S. Mairo, Esq., at Porzio, Bromberg & Newman,
P.C., in Morristown, New Jersey.

In support of its complaint, Aliant filed a brief.

                      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 Forms Three-Member Creditors Committee
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors for the Chapter 11 cases of Lenox Group Inc. and its
debtor-affiliates.

The creditors committee members are:

  1) Pension Benefit Guaranty Corp.
     ATTN: Adi Berger, Financial Analyst
     1200 K. Street NW
     Washington, DC 20005-4026
     Tel: (202) 326-4070
     Fax:(202) 842-2643

  2) The Taubman Company LLC
     ATTN: Andrew S. Conway, Vice President, Senior Counsel
     200 E Long Lake Road, Suite 300
     Bloomfield Hills, MI 48304
     Tel: (248) 258-7427
     Fax: (248) 258-7481

  3) North American Color, Inc.
     ATTN: Larry Leto, President
     5960 S. Sprinkle Road
     Portage, MI 49002
     Tel: (269)323-0552
     Fax: (269) 323-7786

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 Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LENOX GROUP: Gets Court Okay to Access $40-Mil. of DIP Financing
----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York authorized Lenox Group Inc
and its debtor-affiliates to obtain, on an interim basis, up to
$40 million of debtor-in-possession financing provided by its
current revolving lender group.

A hearing is set for Dec. 15, 2008, at 11:30 a.m. at Courtroom
617, to consider final approval of the motion.  Objections, if
any, are due Dec. 11, 2008, by 12:00 p.m.

According to the Troubled Company Reporter on Nov. 25, 2008, the
new facility will provide a continuing source of funds to the
company to enable it to satisfy customary obligations associated
with ongoing operations of its business, including the timely
payment of employee obligations, material purchases, normal
operating expenses and other obligations.

Prepetition, the Debtors' primary source of funding was a
revolving senior credit facility, dated as of April 20, 2007,
among D 56, Lenox Retail, and Lenox, Inc. as borrowers; Lenox
Group, Lenox Sales, FL 56 and Lenox Worldwide as guarantors; UBS
AG, Stamford Branch as administrative agent; JP Morgan Chase Bank,
N.A. as collateral agent; and certain lenders party thereto.  The
Revolving Loan Agreement provides for a revolving credit facility
in the maximum aggregate amount of $175 million with a sublimit of
$20 million for swingline loans and $30 million for letters of
credit.  The Revolving Loan Agreement was set to mature April 20,
2012.  As of Sept. 27, 2008, the balance owed under the Revolving
Loan Agreement was approximately $72 million.  The Debtors granted
to UBS, Revolving Loan Agent, a lien on and security interest in
substantially all of their assets.

In addition, the Debtors are parties to that certain Amended and
Restated Term Loan Credit Agreement, dated as of April 20, 2007,
among D 56, Lenox Retail, and Lenox, Inc. as borrowers; Lenox
Group, Lenox Sales, FL 56 and Lenox Worldwide as Guarantors; UBS
as administrative agent and collateral agent; and certain lenders
party thereto.  The Term Loan Agreement provides for a term loan
facility in the maximum aggregate amount of $100 million.  The
Term Loan Agreement matures on April 20, 2013.  As of Sept. 27,
2008, the balance owed under the Term Loan Agreement was
approximately $98.75 million.  To secure the obligations under the
Term Loan Agreement, the Debtors granted to UBS, as Term Loan
Agent, lien on and security interest in substantially all of their
assets.  Pursuant to an Intercreditor Agreement, dated as of
April 20, 2007, liens on any collateral securing obligations under
the Revolving Loan Agreement are senior in all respects and prior
to any lien on the collateral securing obligations under the Term
Loan Agreement.

The salient terms of the DIP Credit Facility are:

   Borrowers.         56, Lenox Retail and Lenox, Inc.;

   Guarantors.        Lenox Group, Lenox Sales, FL 56 and Lenox
                      Worldwide;

   Administrative
   Agent.             UBS AG, Stamford Branch;

   Credit Facility.   First priority senior secured revolving
                      credit facility, including swingline loans
                      and letters of credit, and including a
                      "roll-up" of all of the existing outstanding
                      obligations under the Revolving Loan
                      Agreement;

   Amount.            $85,000,000

   Letters of Credit
   Sublimit.          $15,000,000

   Swingline Facility
   Sublimit.          $15,000,000

   Security.          The DIP Facility Lenders will receive (A)
                      priming security interests in, and liens
                      upon, all prepetition and postpetition
                      assets of the Debtors, including, the
                      Revolver Priority Collateral, but excluding
                      the Term Loan Priority Collateral (in each
                      case as defined in the Intercreditor
                      Agreement) whether now existing or hereafter
                      acquired, and (B) junior priority security
                      interests in, and liens upon, all assets
                      otherwise encumbered by Revolver Permitted
                      Prior Liens, other than Avoidance Actions
                      (in each case as defined in the
                      Intercreditor Agreement or the interim order
                      approving the DIP Credit Facility,
                      specifically including the Term Loan
                      Priority Collateral;

   Maturity.          Earlier of (i) the date on which all the
                      Loans have been indefeasibly repaid in full
                      in cash, (ii) [November __, 2009], (iii) the
                      closing date of a sale pursuant to Section
                      363 of the Bankruptcy Code of all or
                      substantially all of the Debtors' assets,
                      (iv) the effective date of a confirmed plan
                      of reorganization for Borrowers in any case
                      commenced pursuant to chapter 11 of the
                      Bankruptcy Code, (v) the date of a
                      conversion pursuant to chapter 7 of the
                      Bankruptcy Code, and (vi) the date of the
                      termination of all of the Commitments;

   Use of Proceeds.   Proceeds will be used to: (a) repay all
                      obligations under the Revolving Loan
                      Agreement, (b) fund general corporate and
                      working capital needs, (c) pay
                      administrative expenses of the chapter 11
                      cases, including reasonable fees and
                      expenses of professionals; and

   Adequate
   Protection.        The Debtors will (i) (A) grant the Revolving
                      Loan Agent (for itself and for the benefit
                      of the Revolving Loan Lenders) (w) valid,
                      binding, enforceable, non-avoidable,
                      automatically-perfected first priority
                      replacement security interests in and a
                      liens on the Collateral, (x) a second
                      priority perfected lien on the Revolver
                      Permitted Prior Liens, (y) an allowed
                      administrative claim against each of the
                      Debtors pursuant to Section 507(b) of the
                      Bankruptcy Code, subject only to the
                      superpriority status of the obligations
                      under the DIP Credit Facility and to the
                      Carve-out, and (z) make payments to the
                      Revolving Loan Agent and Revolving Loan
                      Lenders for reasonable prepetition and
                      postpetition fees and expenses, and (ii) (A)
                      grant the Term Loan Agent (for itself and on
                      behalf of the Term Loan Lenders) valid,
                      binding, enforceable, non-avoidable,
                      automatically perfected replacement security
                      interests in and liens on the Collateral,
                      subject only to the DIP Facility Liens and
                      the Term Loan Permitted Prior Liens, (B) an
                      allowed administrative claim against each of
                      the Debtors pursuant to Section 507(b) of
                      the Bankruptcy Code, subject only to the
                      superpriority status of the obligations
                      under the DIP Facility and to the Carve-Out,
                      and (C) make payments to the Term Loan Agent
                      and Term Loan Lenders for reasonable
                      prepetition and postpetition professional
                      fees and expenses;

   Carve-Out.         "Carve-Out" means the DIP Facility Liens,
                      DIP Facility Superpriority Claim, the
                      Adequate Protection Liens and Claims held by
                      the Prepetition Lenders and is subject to
                      these amounts: (i) unpaid fees payable to
                      the United States Trustee and clerk of the
                      Bankruptcy Court, (ii) allowed professional
                      fees and expenses incurred by the Debtors
                      and any statutory committee appointed in the
                      Chapter 11 cases, incurred to the extent
                      consistent with the DIP Budget, but, unpaid,
                      prior to the delivery of a Carve-Out Notice,
                      (iii) Professional Fees incurred subsequent
                      to the delivery of the Carve-Out Notice to
                      the extent consistent with the DIP Budget in
                      an aggregate amount not in excess of
                      $2,000,000, and (iv) the approved
                      professional fees and expenses incurred by
                      any court appointed chapter 7 Trustee up to
                      an aggregate amount of $50,000.

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.

                        About Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of Oct. 25, 2008.


LEVITT AND SONS: Files 2nd Amended Chapter 11 Plan
--------------------------------------------------
Levitt and Sons LLC and its debtor affiliates, together with their
official committee of unsecured creditors, as co-proponent, filed
with the Court a Second Amended Disclosure Statement and Second
Amended Joint Liquidating Chapter 11 Plan dated December 5, 2008.

The Plan Proponents also filed the form of ballots to be used in
connection with the Plan voting and certain procedures to govern
the solicitation and tabulation of ballots.

The Second Amended Disclosure Statement contains, among other
things, a summary of the Plan and, in particular, the effect of
its terms on holders of claims and equity interests that would
result if the Plan is confirmed and consummated, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Fort Lauderdale,
Florida, reiterates.

In performing certain analyses, the Plan Proponents sought and
received input from their advisors and their major constituents
and their advisors.  The Plan Proponents have incorporated
significant additional information into the Second Amended
Disclosure Statement based on objections raised in respect of the
original Disclosure Statement, according to Mr. Singerman.

The Second Amended Disclosure Statement provides, among other
things:

  (a) James S. Feltman has been chosen as the Plan
      Administrator.  He is a senior managing partner at Mesirow
      Financial Consulting, LLC, which is the Creditors
      Committee's financial advisor.

  (b) The Debtors' estates have Causes of Action against Bank of
      American, N.A., and KeyBank, N.A., for surcharge under
      Section 506(a) of the Bankruptcy Code, which claims will
      be pursued.

  (c) The Debtors' Estates and Plan Administrator assert that
      certain claims exist to recover assets or the value of
      assets of the Debtors' Estates that are in possession or
      control of the Wachovia Debtors, or which are asserted to
      be part of the Wachovia Collateral.  These claims,
      believed to be valued at $1,000,000, are intended to be
      pursued.

  (d) The Wachovia Collateral Administrator will not have the
      right or power to pursue any Causes of Action, and will
      only be entitled to pursue the Wachovia Debtor Causes of
      Action.

  (e) Claims against the LAS Consolidated Debtors range from
      $70,434,098 to $335,803,167.

      The Plan Proponents estimate that total Allowed General
      Unsecured Claims against Class LAS-9A will range from
      $68,914,944 to $334,112,522.

      Holders of Allowed Unsecured Claims in Class LAS-9A
      against the LAS Consolidated Debtors will receive
      distributions of roughly between 2.91% and 20.96% on
      account of their Allowed Claims.

      Holders of Allowed Deposit Holder Claims in Class LAS-9B
      against the LAS Consolidated Debtors will receive
      distributions of roughly between 2.91% and 30.40% on
      account of their Allowed Deposit Holder Claims.

  (f) If 68% or more of Holders of Allowed Deposit Holder Claims
      in Class LAS-9B comply with conditions precedent for the
      receipt of their Pro Rata Share of the Deposit Holders'
      Fund, then the Distribution that Class LAS-9B Claimholders
      would have been entitled to receive, but who fail to
      comply with conditions precedent, will be distributed to
      those Allowed Class LAS-9B Deposit Holder Claims that
      satisfy the conditions precedent, and not transferred to
      the Plan Administrator to be included in the LAS Available
      Cash.

      The same applies to Class Tenn-6B Holders of Allowed
      Deposit Holder Claims.  The Distribution of those Holders
      who fail to comply with conditions precedent will not be
      transferred to the Plan Administrator to be included in
      the Available Cash.

  (g) If Wachovia Bank rejects the Plan in respect of its Class
      LAS-6 Allowed Secured Claim, Class LAS-7 Allowed
      Postpetition DIP Financing Secured Claim, and Class LAS-9A
      Allowed General Unsecured Claim, if any, then any
      Liability arising out of the postpetition contract with
      the Chief Administrator will be limited to the Wachovia
      Collateral or Wachovia Bank.

A black-lined copy of the Second Amended Plan is available for
free at http://bankrupt.com/misc/LAS_Blacklined2ndAmendedPlan.pdf

A full-copy of the Second Amended Disclosure Statement and plan
exhibits is available for free at:

   http://bankrupt.com/misc/LAS_2ndAmendedDSandExhibits.pdf

A hearing on the adequacy of the First Amended Disclosure
Statement was held on December 1, 2008.  The Court has continued
the hearing until December 10, 2008, and directed the Plan
Proponents to file an amended Disclosure Statement and Chapter 11
Plan by December 5.  The hearing on the adequacy of the Second
Amended Disclosure Statement is December 10.

The Debtors and the Creditors Committee also seek the Court's
authority to retain Kurtzman Carson Consultants LLC, to act as
voting and claims agent in the Debtors' cases.  The Court
previously approved the Debtors' employment of KCC as the
Debtors' claims and balloting Agent.  To the extent not already
authorized, the Plan Proponents seek that KCC, as Voting and
Claims Agent, be authorized to assist them in:

    * distributing the Solicitation Package;

    * receiving, tabulating, and reporting on Ballots cast to
      accept or reject the Plan by holders of claims;

    * responding to inquiries from claims and equity interests
      holders and other parties-in-interest relating to the
      Second Amended Disclosure Statement, the Plan, the
      Ballots, the Solicitation Package, and all related
      documents and matters;

    * soliciting votes on the Plan; and

    * if necessary, contacting creditors and holders of claims
      and equity interests regarding the Plan.

                Solicitation & Voting Procedures

The Debtors and Creditors Committee propose that December 10,
2008, be established as the record date by which creditors are
entitled to vote to accept or reject the Plan.  The Voting Record
Date is for voting purposes only and will have no impact on who
is entitled to receive distributions under the Plan.

The Plan Proponents also propose that the Court establish 5:00
p.m., Pacific Time, on the date that is 10 days before the
proposed confirmation hearing as the last date on which all
properly executed and completed ballots voting to reject or
accept the Plan, must be actually received by the Voting and
Claims Agent -- Voting Deadline.

The Debtors have prepared (i) one ballot form for all Holders of
Claims in Classes LAS-2, LAS-3, LAS-4, LAS-5, LAS-6, LAS-7, LAS-
8, Tenn-2, Tenn-3, Tenn-4, and Tenn-5 -- General Ballots, (ii) a
second ballot form for Holders of General Unsecured Claims in
Classes LAS-9A and Tenn-6A under the Plan -- GUC Ballots, and
(iii) a third ballot form for Deposit Holders on account of their
Allowed Claims in Class LAS-9B under the Plan -- Deposit Holder
Ballots.

The Plan Proponents anticipate the confirmation hearing to occur
on or around mid- to late-January 2009.

The Plan Proponents propose these solicitation and voting
procedures to facilitate a smooth and efficient distribution of
the Second Amended Disclosure Statement and the solicitation and
tabulation of votes to accept or reject the Plan:

  (a) The Solicitation Package will contain copies of a cover
      letter, solicitation letters from the Deposit Holders
      Committee and Creditors Committee urging applicable
      holders to vote on accepting the Plan, the appropriate
      Ballot, the Second Amended Disclosure Statement, the Plan,
      the Disclosure Statement Order, and the confirmation
      hearing notice.

      The Plan Proponents seek authority to serve, in their
      discretion, copies of the Second Amended Disclosure
      Statement, the Plan, the Disclosure Statement Order and
      other documents in the Solicitation Package in CD-ROM
      format.

      Any party may request for a paper copy of the documents
      (1) at http://www.kccllc.net/levittandsons,(2) by
      writing to Levitt and Sons, LLC Balloting Center, c/o
      Kurtzman Carson Consultants LLC, located at 2335 Alaska
      Avenue, in El Segundo, California, (3) by calling
      866-381-9100, or (4) by e-mailing KCC_LEVITT@kccllc.com

      A full-text copy of the proposed Disclosure Statement
      Order is available at no charge at:

      http://bankrupt.com/misc/LAS_Proposed2ndAmendedDSorder.pdf

  (b) The Plan Proponents propose to deliver the Solicitation
      Packages no later than 25 days before the Voting Deadline.
      For each address for which a notice has been returned as
      undeliverable, the Plan Proponents propose not to be
      required to mail a Solicitation Package unless a party
      associated with that address provides a written
      confirmation correcting the address no less than 10
      business days before the Solicitation Date to Levitt and
      Sons, LLC Balloting Center, c/o Kurtzman Carson
      Consultants LLC, located at 2335 Alaska Avenue, in El
      Segundo, California.

      Classes LAS-2, LAS-3, LAS-4, LAS-5, LAS-6, LAS-7, LAS-8,
      LAS-9A, LAS-9B, Tenn-2, Tenn-3, Tenn-4, Tenn-5, Tenn-6A,
      and Tenn-6B are impaired and are entitled to vote on the
      Plan.

  (c) If a claim holder receives a Solicitation Package and
      either or both of the Plan Proponents object to the claim
      after the Voting Record Date, but at least five days
      before the confirmation hearing, the notice of objection
      will inform the applicable holder of the rules applicable
      to claims subject to a pending objection and the
      procedures for temporary allowance for voting purposes.

      If either or both of the Plan Proponents object to a claim
      less than five days before the confirmation hearing, the
      applicable holder's claim will be deemed temporarily
      allowed for voting purposes only, without further action
      by the claim holder and the Court.

To ensure that votes are counted, the applicable holder must (1)
complete the applicable Ballot, (2) indicate its decision either
to vote or reject the Second Amended Plan, and (3) sign and
return the Ballot in the enclosed pre-addressed envelope.

Only Ballots received within the Voting Deadline will be counted,
unless the Debtors and the Creditors Committee determine
otherwise.  A vote that partially accepts and partially rejects
the Second Amended Plan will not be counted.  If a holder has
multiple claims within the same class, the Debtors and the
Creditors Committee, in their sole discretion, may aggregate the
claims of the applicable holder within a class for the purpose of
counting votes.  If multiple Ballots are received, the last
Ballot timely received will supersede and revoke any earlier-
received Ballots.

A full-text copy of the proposed confirmation hearing notice,
which contains certain releases and injunction, is available for
free at:

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

             Filing Objections to Plan Confirmation

The Plan Proponents ask the Court to establish a date, which is
at least 10 business days before the confirmation hearing, as the
last day on which all properly completed objections to the Plan
must be filed with the Court and actually received by each of the
Plan Proponents and certain other parties-in-interest.

Any objection to the Plan must be (1) in writing, (2) conform to
the Bankruptcy Rules and Local Bankruptcy Rules, (3) state the
name and address of the objecting party and details of its claim,
(4) state with particularity the basis and nature of the
objection and, if practicable, a proposed modification to the
Plan that would resolve the objection, and (5) be filed with the
Court and be received by certain notice parties on or before the
Plan Objection Deadline.

                       About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Wachovia Balks at 2nd Amended Plan
---------------------------------------------------
Wachovia Bank, National Association, says that the voting process
proposed by the Levitt and Sons LLC does not provide adequate
notice to creditors that their claims may not be allowed for
voting purposes.

Levitt and Sons LLC and its debtor affiliates, together with their
official committee of unsecured creditors, as co-proponent, filed
with the Court a Second Amended Disclosure Statement and Second
Amended Joint Liquidating Chapter 11 Plan dated December 5, 2008.

Also, the timing of the Voting Deadline may result in creditors
trying to get an order allowing its claim out of the Court over
the holidays or face having its claim disallowed for voting
purposes, Robert N. Gilbert, Esq., at Carlton Fields, P.A., in
West Palm Beach, Florida, adds.

The Court should require that all objections to claims -- for
voting purposes -- be filed at least 20 days before the Plan
confirmation hearing.  The deadline for a Resolution Event should
be eliminated in its entirety, Mr. Gilbert says.

                       About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LIGHTPATH TECH: Posts $1,024,000 Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Lightpath Technologies, Inc.'s balance sheet as of September 30,
2008, showed total assets of $6,603,473 and total stockholders'
equity of $2,802,008.

J. James Gaynor, president and chief executive officer, and
Dorothy M. Cipolla, chief financial officer, relate that net loss
was approximately $1,024,000 during the first quarter of fiscal
2009, compared with the first quarter of fiscal 2008, in which the
company reported a net loss of $1.5 million.  "This represents an
$479,000 decrease in net loss.  Weighted-average shares
outstanding increased in the first quarter of fiscal 2009 compared
to the first quarter in fiscal 2008 primarily due to the issuance
of shares related to the convertible debentures issued in the
first quarter of fiscal 2009."

"Because of recurring operating losses during 2008 and 2007 of
$5.5 million and $2.6 million, respectively, and cash used in
operations during 2008 and 2007 of $3.6 million and $1.9 million,
respectively, there is substantial doubt about our ability to
continue as a going concern.  Our continuation as a going concern
is dependent on attaining profitable operations through achieving
revenue growth targets," Mr. Gaynor and Ms. Cipolla note.

"We have instituted a cost reduction program and have reduced
headcount in Orlando and costs for medical insurance for our
employees.  In addition, we have redesigned certain product lines,
increased sales prices on certain items, obtained more favorable
material costs, and have instituted more efficient management
techniques.  We believe these factors will contribute towards
achieving profitability assuming we meet out sales targets."

Mr. Gaynor and Ms. Cipolla disclose that on October 3, 2008, the
company received a notification from The NASDAQ Listing
Qualifications of The NASDAQ Stock Market, LLC that the company
does not comply with Marketplace Rule 4310(c)(3), which requires
the company to have a minimum of $2,500,000 in stockholders'
equity or $35,000,000 market value of listed securities or
$500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently
completed fiscal years.

In the notification letter from NASDAQ, Staff noted:

   (i) based on the company's Annual Report on Form 10-K for the
       fiscal year ended June 30, 2008, the company's
       stockholders' equity was $2,159,761;

  (ii) as of October 2, 2008, NASDAQ Staff determined that the
       market value of the company's listed securities was
       $7,357,696; and

(iii) the company has reported net losses from continuing
       operations of $5,467,769, $2,614,629 and $3,368,881, in
       its annual filings for the fiscal years ended June 30,
       2008, 2007 and 2006, respectively.

"Based on these circumstances, Staff is reviewing the company's
eligibility for continued listing on The Nasdaq Capital Market. On
October 24, 2008, the company submitted a specific plan to achieve
stockholders' equity in excess of $2,500,000 and, thereby,
regaining compliance with Marketplace Rule 4310(c)(3)."

A full-text copy of the company's Quarterly Report is available
for free at: http://researcharchives.com/t/s?35f0

                         About LightPath

LightPath Technologies, Inc., was incorporated in Delaware in 1992
to pursue a strategy of supplying hardware to the
telecommunications industry.  In April 2000, the company acquired
Horizon Photonics, Inc., and in September 2000 the company
acquired Geltech, Inc.  During fiscal 2003, in response to sales
declines in the telecommunications industry, the operations of
Horizon in California and LightPath in New Mexico were
consolidated into the former Geltech facility in Orlando, Florida.
In November 2005, the company announced the formation of LightPath
Optical Instrumentation (Shanghai) Co., Ltd, a wholly owned
manufacturing subsidiary located in Jiading, People's Republic of
China.  The manufacturing operations are housed in a 17,000-square
foot facility located in the Jiading Industrial Zone near
Shanghai.  This plant has increased overall production capacity
and enabled LightPath to compete for larger production volumes of
optical components and assemblies, and strengthened partnerships
within the Asia/Pacific region. It also provides a launching point
to drive the company's sales expansion in Asia/Pacific. Over 90%
of the first quarter's precision molded lenses were manufactured
in LPOI's Shanghai facility.

The company is engaged in the production of precision molded
aspherical lenses, GRADIUM(R) glass lenses, collimators and
isolator optics used in various markets, including industrial,
medical, defense, test & measurement and telecommunications.


LINENS 'N THINGS: Amends Plan to Provide for Liquidation
--------------------------------------------------------
Bankruptcy Law360 reports that Linens 'n Things, Inc., and its
debtor affiliates delivered to the U.S. Bankruptcy Court for the
District of Delaware a disclosure statement explaining their first
amended joint plan of reorganization.  The liquidation plan was
filed November 21, 2008.

The Amended Plan reflects changes in the Debtors' bankruptcy
strategy: The Plan provides for the dissolution of the Debtors,
and distribution of funds, after the Debtors failed to auction off
their operations.

A new set of conditions precedent to the Effective Date that must
be satisfied or waived are also provided in the Amended Plan.

                     LNT Liquidating Trust

The Amended Plan proposes the creation of an LNT liquidating
trust pursuant to a liquidating trust agreement, which will take
title to all of LNT's trust claims and assets, including
avoidance actions and their proceeds, but excluding all remaining
senior noteholder collateral and defensive causes of action.

Terms relating to the LNT Liquidating Trust are defined under the
Amended Plan.

The establishment of the LNT Liquidating Trust and the sharing of
distributions from that trust between holders of allowed senior
notes claims and the general unsecured claims is defined in the
Amended Plan as the "global compromise".  Entry of the
Confirmation Order will constitute the Court's approval of the
Global Compromise.

The LNT Liquidating Trust will be established on the Effective
Date for (i) investigating and, if appropriate, pursuing Trust
Claims, (ii) administering and pursuing the Liquidating Trust
Assets, (iii) resolving all disputed general unsecured claims,
and (iv) making all distributions to beneficiaries from the LNT
Liquidating Trust.

The LNT Liquidating Trust will be funded with the recoveries of
the Debtors' avoidance actions against vendors, suppliers and
factors.  The Liquidating Trustee will make distributions, after
consultation with the Liquidating Trust Committee, when the
aggregate proceeds and income available are sufficient to
economically distribute funds.

All of the Debtors' property as of the Effective Date, other than
the Liquidating Trust Assets, their proceeds and the collateral
securing the Allowed Other Secured Claims, will be considered
"Remaining Senior Noteholders' Collateral."  Around $6,000,000 of
the Noteholders' Collateral proceeds will be used by the Debtors
or the Reorganized Debtors to satisfy, in part, allowed
administrative claims, allowed priority tax claims, and allowed
other priority claims.

The Senior Noteholders' share of the Liquidating Trust will be
50% of all proceeds of the Trust Assets, net of shared expenses,
in excess of the initial litigation recovery amount.

Since the Debtors are liquidating, terms and languages relating
to the post-Effective Date "New Linens," and the Plan Trust were
taken out of the Amended Plan.  Instead, "Plan Administrator" is
defined as an individual selected by the Senior Noteholders'
Committee vested with the powers of the sole officer and director
of the Reorganized Debtors.

               Wind-Down Budget and New Class 5

According to the Amended Plan, a wind-down budget will be filed
with the Court as part of the Plan Supplement.  The Wind-Down
Budget will be in a form satisfactory to the Senior Noteholders
Committee, and will provide for the timely satisfaction of all
costs, fees and expenses incurred by the Debtors through
March 31, 2009.

A new class of claims, Class 5, is added under the Amended Plan,
which class consists of Intercompany Claims.  Notwithstanding the
Intercompany Claims' treatment in Class 5, their holders by
virtue of their status as Debtors or affiliates are deemed to
accept the Plan.  Pursuant to the Global Compromise, the
Intercompany Claims will be canceled, and their holders will
receive no distribution on account of the claims.

Certain terms were deleted from the Amended Plan, including the
terms Commitment Letter, Commitment Parties, Deferred
Compensation Plan, DTC, and Exit Credit Facility.  Some were also
added, like Defensive Causes of Action, Disputed Reserves,
distributions, and Global Compromise.

The Amended Plan defines administrative bar date as the date that
is 60 days from the Effective Date, and is the deadline for
holders of administrative claims to ask for payment.
Administrative Claims are claims for costs and expenses of
administration under Sections 503(b), 507(b) or 1114(e)(2) of the
Bankruptcy Code.

GSI Commerce Solutions, Inc., and Hilco Consumer Capital L.P.,
are designated as agent, while holders of Allowed Senior Notes
Claims and Allowed General Unsecured Claims are designated as
beneficiaries.

                  Post-Effective Date Debtors

On the Effective Date, all of the Debtors' property, including
all Remaining Senior Noteholders' Collateral, but excluding the
Liquidation Trust Assets, will vest in the Reorganized Debtors,
free and clear of all claims or encumbrances, except that the
Remaining Senior Noteholders' Collateral will remain subject in
all respects to the claims of the Senior Notes Indenture Trustee
and the Senior Noteholders.

The Reorganized Debtors will continue to liquidate the Remaining
Senior Noteholders' Collateral, and distribute the net proceeds
to the holders of Allowed Senior Notes Claims in accordance with
the terms of the Plan.  All costs and expenses relating directly
to the liquidation will be paid from the gross sale proceeds of
the collateral.

The Reorganized Debtors will resolve disputed other secured
claims, disputed administrative claims, disputed priority tax
claims and disputed other priority claims in any manner approved
by the Court on those disputed claims.

In the Plan Supplement, the Debtors will (i) disclose the
identity of the Plan Administrator, who will be selected by the
Senior Noteholders Committee, and (ii) file any agreement
regarding the Plan Administrator's rights and responsibilities.

The authority, power and incumbency of the Debtors' directors and
officers will be terminated on the Effective Date.

In addition, all the then Equity Interests in the Debtors will be
canceled and extinguished without further action under any
applicable agreement, law, regulation or rule.  The Reorganized
Debtors will issue one share of stock in the Reorganized Debtors
to the Plan Administrator, who will hold the share of stock in
trust for the benefit of the holders of Allowed Senior Notes
Claims, and that share will remain outstanding until the
Reorganized Debtors are dissolved in accordance with the Plan.

                  Dissolution of the Debtors

After the liquidation of the Remaining Senior Noteholders'
Collateral and distribution of the proceeds, each of the Debtors
will:

  (a) file its certificate of dissolution, together with all
      necessary corporate documents, under the applicable laws
      of its state of incorporation; and

  (b) complete and file its final federal, state and local tax
      returns, including an expedited determination of any
      unpaid tax liability.

Upon the Reorganized Debtors' dissolution, the LNT Liquidating
Trust will assume any of the Debtors' outstanding responsibility,
including administering any remaining reserves for disputed
claims.

During the period from the Confirmation Date through and until
the Effective Date, the Debtors will continue to operate as
Debtors-in-Possession.

The Creditors Committee will also be dissolved on the Effective
Date, and its members will be released and discharged from all
further authority, duties, responsibilities and obligations.
Professionals retained by the Creditors Committee will also be
terminated.

                     Distribution of Funds

On the Effective Date, or as soon as practicable, the Reorganized
Debtors will make initial, or will make adequate reserves for,
distributions required to be made under the Amended Plan to
holders of allowed administrative, priority tax and other
priority tax claims.  On the Initial Distribution Date, the
Liquidating Trustee will make or reserve for the distributions as
required by the LNT Liquidating Trust under the Amended Plan.

The Reorganized Debtors will also establish a disputed reserve
for disputed administrative, other secured, priority tax and
other priority claims.

Subsequent distributions will be made for claims that were not
previously allowed.  No interest will accrue or be paid on the
unpaid amount of any distribution paid on a subsequent
distribution date.  Except as expressly set forth in the Amended
Plan, neither the Reorganized Debtors, the LNT Liquidating Trust
nor the Liquidating Trustee will have any duty to fund the
Disputed Reserves.  In addition, the LNT Liquidating Trust or the
Reorganized Debtors may -- but are not required to -- set off
against, or recoup from, any claim.

               Disputed and Unliquidated Claims

Notwithstanding any other provision of the Amended Plan, the
Reorganized Debtors and the LNT Liquidating Trust will not
distribute any cash or other property on account of any disputed
claim unless and until the claim becomes allowed.

The LNT Liquidating Trust, however, will have the right, to the
exclusion of all others, to make, prosecute, settle or resolve
objections to general unsecured claims subject to the limitations
of the Amended Plan.  The LNT Liquidating Trust and the
Reorganized Debtors will have joint right to resolve objections
to administrative, other secured, priority tax and other priority
claims.

               Rejection of Contracts and Leases

The Amended Plan will constitute a request to reject all
executory contracts and unexpired leases, and the Debtors will
have no further liability under those Leases and Contracts.  The
entry of the Confirmation Order will constitute approval of any
rejections.

Claims arising from rejection or expiration of the Leases and
Contracts must be filed no later than 30 days after the Effective
Date.  Since the Debtors' employee contracts will be terminated,
all provisions regarding those contracts were taken out from the
Amended Plan.

          Conditions Precedent to the Effective Date

The Amended Plan contemplates on three conditions precedent to
the Effective Date that must be satisfied or waived:

  (1) The Confirmation Order has become a final order;

  (2) The Confirmation Order will be in full force and effect;
      and

  (3) On or before August 30, 2009, or other later date
      requested by the Debtors with the consent of the Senior
      Noteholders Committee and the Creditors Committee, the
      Debtors will have sufficient cash on hand to pay in full
      all allowed administrative, priority tax and other
      priority claims.

If the Debtors fail to timely satisfy the third condition, the
Confirmation Order will be no force or effect, and the Amended
Plan will be deemed withdrawn.

A copy of the Amended Plan is available for free at:

       http://bankrupt.com/misc/LNT_1st_Amended_Plan.pdf

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces. Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC
(08-10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838),
LNT Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things, Issue No. 21; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LINENS 'N THINGS: To Receive 95.1% of Cost Value from GOB Sales
---------------------------------------------------------------
Linens 'n Things, Inc., and its affiliates entered into an Agency
Agreement with a joint venture comprised of Gordon Brothers
Retail Partners, LLC, Hilco Merchant Resources, LLC, SB Capital
Group, LLC, Tiger Capital Group, LLC, Hudson Capital Partners,
LLC, and Great American Group, LLC, pursuant to which the Agent
is conducting store closing sales for the Debtors' merchandise at
all of their remaining stores and their distribution centers.

In a regulatory filing with the Securities and Exchange
Commission, the Debtors disclosed that as a guaranty of their
performance under the Agency Agreement, the Agent has guaranteed
that the Debtors will receive 95.1% of the aggregate cost value
of the merchandise, and on October 17, 2008, the Agent paid the
Debtors $200,000,000.

After payment of the Guaranteed Amount and expenses of the sale,
the Agent is entitled to receive a fee equal to 3.75% of the
aggregate cost value of the merchandise.  To the extent that the
proceeds of the Store Closing Sales exceed the sum of the
Guaranteed Amount, Expenses of the Sale, and the Agent's Fee,
then all remaining proceeds will be shared as:

  (1) the next proceeds up to 2% of the aggregate cost value of
      the merchandise to the Debtors;

  (2) the next proceeds up to 2% of the aggregate cost value of
      the merchandise to the Agent; and

  (3) remaining proceeds of 50% to the Debtors and 50% to the
      Agent.

Subject to the prior termination of the lease for any Closing
Store, the Agent is required to complete the Store Closing Sales
at each Closing Store no later than January 31, 2009, unless the
time period is extended by mutual written agreement of the Agent
and the Debtors.  In addition, the Agent may terminate a Closing
Store Sale at any Closing Store upon not less than 10 days' prior
written notice to the Debtors.

The Agency Agreement contains customary representations,
warranties, and covenants by the Debtors and the Agent.  An
"Event of Default" occurs under the Agency Agreement if (i)
either the Debtors or the Agent fail to perform any material
obligation that remains uncured for 10 days after receipt of
written notice, or (ii) any representation or warranty made by
the Debtors or Agent proves untrue in any material respect as of
the date made and, to the extent curable, continues uncured for
10 days after written notice to the defaulting party.  Any
damages or entitlement to equitable relief because of the
occurrence of an Event of Default will be determined by Court.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces. Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC
(08-10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838),
LNT Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things, Issue No. 21; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LINENS 'N THINGS: Agrees Not to Reject Canada Management Pact
-------------------------------------------------------------
Linens 'n Things Inc., and its affiliated debtors obtained the
U.S. Bankruptcy Court for the District of Delaware's approval of
their agency agreement dated October 23, 2008, under which the
Debtors agreed not to reject their management agreement with Linen
'n Things Canada Corp.  during the sale period, provided that LnT
Canada continues to timely honor its obligations to the Debtors,
including payment of management services fees.

The Debtors' agency agreement for their final round of store
closing sales contained, among other things, a "Canadian Put
Option," which provided the Debtors and LnT Canada with the
ability to include the Canadian store locations in the store
closing sales to be conducted by the Court-approved agent
consisting of Gordon Brothers Retail Partners, LLC, at al.

The agent under the Canadian Agency Agreement is a joint venture
comprised of GBRP Inc., HMR Canada II, Inc., Schottenstein
Bernstein Corporation, Tiger Capital Group, LLC, Hudson Capital
Partners, LLC, and Great American Group CS, LLC.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that on October 16, 2008, the
Debtors and LnT Canada exercised the Canadian Put Option with
respect to the Canadian Stores in accordance with the terms of
the U.S. Agency Agreement.  A copy of the Canadian Agency
Agreement that is contemplated by the U.S. Agency Agreement is
available for free at:

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

The Canadian Agency Agreement provides that, among other things,
the Debtors will not seek to reject the Management Agreement
until the store closing sales have concluded at the Canadian
stores.  Hence, the Debtors are required to continue providing
the central office services necessary for the store closing
sales.

The Debtors believe that they have the ability to continue
operating under the Management Agreement.  They also believe that
the relief requested is consistent with what was contemplated
under the U.S. Agency Agreement, and a necessary step to moving
forward with the liquidation of the Canadian Debtors, which
represent a valuable asset of the bankruptcy estates.

Judge Sontchi has noted in his order that to the extent that the
Debtors wish to suspend or terminate the services provided under
the Management Agreement due to the Canadian Debtors' failure to
timely honor their obligations, the Debtors will seek further
relief from the Court before any of the services are suspended or
terminated.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces. Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC
(08-10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838),
LNT Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things, Issue No. 21; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LINENS 'N THINGS: RSM Richter Appointed Receiver for Canada Unit
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Linens 'n Things Inc., and its affiliates disclosed
that the Ontario Superior Court of Justice has issued an order
appointing RSM Richter Inc. as interim receiver and receiver over
Linens Canada and certain affiliated Canadian entities.

Linens 'n Things Canada Corp., and the indirect Canadian operating
subsidiary of Linens Holding Co. has filed for protection under
the Canadian Bankruptcy and Insolvency Act.

The Canadian Court also approved an agreement for the liquidation
of Linens Canada's inventory at Linens Canada's 40 locations.
The Agreement was contemplated in the previously disclosed Agency
Agreement, dated as of October 15, 2008, entered into by and
between Linens Holding, Linens Canada, and Linens Holding's other
indirect wholly owned Canadian subsidiaries, and a joint venture
comprised of Gordon Brothers Retail Partners, LLC, Hilco Merchant
Resources, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC,
Hudson Capital Partners, LLC, and Great American Group, LLC.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces. Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC
(08-10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838),
LNT Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., provide Linens 'n Things
with bankruptcy counsel.  The Debtors' special corporate counsel
are Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP. The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

(Bankruptcy News About Linens 'n Things, Issue No. 21; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LUMINENT MORTGAGE: May Employ O'Shea Partners as Special Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland
granted Luminent Mortgage and its affiliated debtors permission to
employ O'Shea Partners LLP as their special litigation counsel in
a litigation involving HSBC and Merrill Lynch.

On Oct. 18, 2007, Luminent Mortgage Capital, Inc., Mercury
Mortgage Finance Statutory Trust and Minerva Mortgage Finance
Corporation filed a complaint in the U.S. District Court for the
Southern District of New York against HSBC Securities (USA) Inc.
alleging wrongful disposition of collateral that certain of the
Debtors had posted with HSBC pursuant to a so-called "repurchase
agreement."  On Dec. 24, 2007, Luminent and Mercury filed a
complaint against Merill Lynch & Co., Inc. and certain of its
affiliates asserting claims for violations of certain federal and
state securities laws, fraud/deceit, innocent misrepresentation,
negligent misrepresentation, breach of contract and rescission.

O'Shea Partners' fee will consist of the first $75,000 recovered
and thereafter 50% of any recovery in the Trading Litigation, plus
reimbursement of expenses and disbursements incurred in connection
with the Trading Litigation.

Sean F. O'Shea, a partner at O'Shea Partners LLP, assured the
Court that the firm does not represent or hold any interest
adverse to the Debtors or their estate and that the firm does not
have any connection to the Debtors, their non-debtor affiliates,
creditors other parties in interest in the Debtors' Chapter 11
case.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc., (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed September 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors.  The U.S. Trustee for Region 4 appointed creditors
to serve on an Official Committee of Unsecured Creditors.  The
Committee selected Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
as its counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


MILLENNIUM TRANSIT: May Obtain $367,832 Loan from James A. Ludvik
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of New Mexico
granted Millennium Transit Services, LLC, authority to obtain a
$367,832 loan from James A. Ludvik, in accordance with a budget.

The loan would be on the same terms as the previous $354,832 loan
from Mr. Ludvik that was earlier approved by the Court on Oct. 16,
2008.

As security for the payment of the indebtedness, Mr. Ludvik is
granted a lien in all of the existing tangible and intangible
property and other assets and properties of the Debtor, along with
the perfected first priority lien described in that certain
Leasehold Deed of Trust dated March 30, 2007, executed by the
Debtor for the benefit of Mr. Ludvik and that certain Security
Agreement dated March 30, 2007, executed by the Debtor for the
benefit of Mr. Ludvik; provided, however, that the property shall
not include any avoidance actions owned by the Debtor's bankruptcy
estate arising under Sec. 554-551 of the Bankruptcy Code.

The lien against the DIP Collateral granted to Mr. Ludvik shall be
junior to the prepetition liens of Pioneer Bank but senior to Mr.
Ludvik's prepetition liens, and of equal priority with the First
DIP Loan made by Mr. Ludvik.

The Debtor told the Court that it was unable to obtain unsecured
credit allowed under Sec. 503(b)(1) of the Bankruptcy Code as an
administrative expense, or to obtain credit secured by a junior
lien on property of the estates or secured by property of the
estates that is not otherwise subject to a lien, on terms more
favorable than those offered by Mr. Ludvik.

Pursuant to the Second DIP Revolving Credit Facility, interest on
the principal shall accrue at 10% p.a. compounded monthly prior to
acceleration or maturity.  Any amount of the Revolving Facility
which is not paid when due, whether at stated maturity, by
acceleration or otherwise, shall bear interest from the date when
due until said amount is paid in full, payable on demand, at a
rate per annum equal at all times to 12% p.a. compounded monthly.

The loan shall mature at the earlier to occur of confirmation of a
plan of reorganization; conversion of dismissal of the bankruptcy
case; or entry of an order approving the sale of a substantial
portion of the Debtor's assets.

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The company filed for Chapter 11 relief on Aug. 29,
2008 (Bankr. D. N.M. Case No. 08-12848).  Judge Mark B.
McFeeley presides over the case.  David T. Thuma, Esq., at
Jacobvitz, Thuma & Walker, represents the Debtor as counsel.
George M. Moore, Esq., at Moore, Berkson & Gandarilla, P.C.,
represents the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $10 million and $50 million and the
same range in debts.


MORGAN STANLEY: S&P Cuts Rating on $3MM Class A-5 Notes to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $3.0
million class A-5 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'CCC-' from 'CCC+'.

The rating action reflects the Dec. 3, 2008, lowering of the
rating on Bowater Inc.'s senior unsecured debt.

Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.  The rating on each class of notes is based on the
lowest of (i) the rating on the respective reference obligations
for each class (with respect to class A-5, the senior unsecured
notes issued by Bowater Inc.{'CCC-'}); (ii) the rating on the
guarantor of the counterparty to the credit default swap, the
interest rate swap, and the contingent forward agreement, Morgan
Stanley (A+/Negative/A-1); and (iii) the rating on the underlying
securities, the class A certificates issued by BA Master Credit
Card Trust II's series 2001-B due 2013 ('AAA').


MOTOR COACH: Court Sets Jan. 7, 2009 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Jan. 7,
2009, as the general bar date by which time creditors must file
proofs of claim in Motor Coach Industries International, Inc. and
its affiliated debtors' bankruptcy cases.

The Court set a March 16, 2009 bar date for governmental units.

Proofs of Claim must be sent to:

          Motor Coach Claims Processing Center
          c/o Kurtzman Carson Consultants LLC
          2335 Alaska Avenue
          El Segundo, CA 90245

In the case of 503(b)(9) Claim Requests, creditors must file the
request on or before the applicable bar date with the:

          U.S. Bankruptcy Court for the District of Delaware
          824 North Market Street, Third Floor
          Wilmington, Delaware 19801

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The company and six (6) of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisors, LLC
and certain of its affiliates.  The company's Canadian operations
are not included in the filing.  Kenneth S. Ziman, Esq., and
Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New
York; and Jason M. Madron, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger, P.A., in Wilmington, Delaware, represent
the Debtors in their restructuring efforts.  Kurtzman Carson
Consultants LLC serves as claims and notice agent.  Rothschild
Inc. and AlixPartners LLP also provide restructuring advice.  At
the time of filing, the Debtors listed assets of between
$500,000,000 and $1,000,000,000 and liabilities of between
$100,000,000 and $500,000,000.


MOTOR COACH: Panel May Employ Womble Carlyle as Delaware Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
Official Committee of Unsecured Creditors appointed in Motor Coach
International, Inc., and its affiliated debtors' cases permission
to retain Womble Carlyle Sandridge & Rice, PLLC, as Delaware co-
counsel, nunc pro tunc to Sept. 24, 2008.

As Delaware co-counsel, Womble Carlyle will:

  a) assist and advise the Creditors Committee in its discussions
     with the Debtors and other parties in interest regarding the
     overall administration of these cases;

  b) represent the Creditors Committee at hearings to be held
     before this Court and communicate with the Creditors
     Committee regarding the matters heard and the issues raised
     as well as the decisions and considerations of this Court;

  c) assist and advise the Creditors Committee in its examination
     and analysis of the conduct of the Debtors' affairs;

  d) review and analyze pleadings, orders, schedules, and other
     documents filed and to be filed with this Court by interested
     parties in these cases; advise the Creditors Committee as to
     the necessity, propriety, and impact of the foregoing upon
     these cases; and consent or object to pleadings or orders on
     behalf of the Creditors Committee, as appropriate;

  e) assist the Creditors Committee in preparing such
     applications, motions, memoranda, proposed orders, and other
     pleadings as may be required in support of positions taken by
     the Creditors Committee, including all trial preparation as
     may be necessary;

  f) confer with the professionals retained by the Debtors and
     other parties in interest, as well as with such other
     professionals as may be selected and employed by the
     Creditors Committee;

  g) coordinate the receipt and dissemination of information
     prepared by and received from the Debtors' professionals, as
     well as such information as may be received from
     professionals engaged by the Creditors Committee or other
     parties in interest in these cases;

  h) participate in such examinations of the Debtors and other
     witnesses as may be necessary in order to analyze and
     determine, among other things, the Debtors' assets and
     financial condition, whether the Debtors have made any
     avoidable transfers of property, or whether causes of action
     exist on behalf of the Debtors' estates;

  i) negotiate and formulate a plan of reorganization for the
     Debtors; and

  j) assist the Creditors Committee generally in performing such
     other services as may be desirable or required for the
     discharge of the Creditors Committee's duties pursuant to
     Sec. 1103 of the Bankruptcy Code.

As compensation for their services, Womble Carlyle's professionals
bill:

                                        Hourly Rate
                                        -----------
      Steven K. Kortanek, Esq.             $485
      Matthew P. Ward  ,Esq.               $325
      John H. Strock, Esq.                 $250
      Paraprofessionals                  $50-$190

Steven K. Kortanek, Esq., a member at Womble Carlyle, assured the
Court that the firm does no hold or represent any interest adverse
to the Debtors or their estates, the Committee, their creditors or
any other party in interest in the Debtors' cases, and that the
firm is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The company and six (6) of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisors, LLC
and certain of its affiliates.  The company's Canadian operations
are not included in the filing.  Kenneth S. Ziman, Esq., and
Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New
York; Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC serves as claims and notice agent.
Rothschild Inc. and AlixPartners LLP also provide restructuring
advice.  At the time of filing, the Debtors listed assets of
between $500,000,000 and $1,000,000,000 and liabilities of between
$100,000,000 and $500,000,000.


MOTOR COACH: Panel May Employ Brown Rudnick as Co-Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
Official Committee of Unsecured Creditors appointed in Motor Coach
Industries International, Inc. and its affiliated debtors' cases
permission to retain Brown Rudnick as co-counsel, nunc pro tunc to
Sept. 24, 2008.

As the Debtors' co-counsel, Brown Rudnick will:

  a) assist and advise the Official Committee in its discussions
     with the Debtors and other parties-in-interest regarding the
     overall administration of these cases;

  b) represent the Official Committee at hearings to be held
     before this Court and communicate with the Official Committee
     regarding the matters heard and the issues raised as well as
     the decisions and considerations of this Court;

  c) assist and advise the Official Committee in its examination
     and analysis of the conduct of the Debtors' affairs;

  d) review and analyze pleadings, orders, schedules, and other
     documents filed and to be filed with this Court by interested
     parties in these cases; advise the Official Committee as to
     the necessity, propriety, and impact of the foregoing upon
     these cases; and consent or object to pleadings or orders on
     behalf of the Official Committee, as appropriate;

  e) assist the Official Committee in preparing such applications,
     motions, memoranda, proposed orders, and other pleadings as
     may be required in support of positions taken by the Official
     Committee, including all trial preparation as may be
     necessary;

  f) confer with the professionals retained by the Debtors and
     other parties-in-interest, as well as with such other
     professionals as may be selected and employed by the Official
     Committee;

  g) coordinate the receipt and dissemination of information
     prepared by and received from the Debtors' professionals, as
     well as such information as may be received from
     professionals engaged by the Official Committee or other
     parties-in-interest in these cases;

  h) participate in such examinations of the Debtors and other
     witnesses as may be necessary in order to analyze and
     determine, among other things, the Debtors' assets and
     financial condition, whether the Debtors have made any
     avoidable transfers of property, or whether causes of action
     exist on behalf of the Debtors' estates;

  i) negotiate and formulate a plan of reorganization for the
     Debtors; and

  j) assist the Official Committee generally in performing such
     other services as may be desirable or required for the
     discharge of the Official Committee's duties pursuant to
     Sec. 1103 of the Bankruptcy Code.

The Official Committee has obtained permission to retain Womble
Carlyle Sandridge & Rice, LLC to serve as the Committee's Delaware
counsel as Brown Rudnick does not have an office in Delaware.

Robert J. Struck, Esq., a member at Brown Rudnick, told the Court
that the firm represents Goldman Sachs Credit Partners L.P., agent
under the Debtors' second lien postpetition financing facility, in
connection with its purchases and sales of distressed bank debt.
In order to avoid any conflict or the appearance of conflict,
Womble Carlyle, Delaware counsel to the Official Committee, will
handle all matters on behalf of the Official Committee in which
the Committee is directly adverse to Goldman Sachs.
Notwithstanding that disclosure, Mr. Stark assured the Court that
the firm does not hold or represent any interest adverse to the
Debtors' estates.

The Official Committee told the Court that it believes that Brown
Rudnick is a "disinterested person" as that term is defined in
Sec. 101(14) of the Bankruptcy Code.

As compensation for their services, Brown Rudnick's professionals
bill:

                                  Hourly Rate
                                  -----------
          Robert J. Stark, Esq.       $800
          Jeremy B. Coffey, Esq.      $640
          Daniel J. Saval, Esq.       $610
          Paraprofessionals         $220-$295

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The company and six (6) of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisors, LLC
and certain of its affiliates.  The company's Canadian operations
are not included in the filing.  Kenneth S. Ziman, Esq., and
Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New
York; Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC serves as claims and notice agent.
Rothschild Inc. and AlixPartners LLP also provide restructuring
advice.  At the time of filing, the Debtors listed assets of
between $500,000,000 and $1,000,000,000 and liabilities of between
$100,000,000 and $500,000,000.


NEONODE INC: Swedish Unit Files for Bankruptcy
----------------------------------------------
Neonode Inc. says its Swedish subsidiary, Neonode AB, filed a
petition for bankruptcy in compliance with Swedish bankruptcy
rules.

Hans Oden of the Stockholm-based Ackordscentralen AB,
a consultancy firm specialized in insolvency, was appointed by the
district court of Stockholm to administrate the process.

"For the past six months we have focused on turning the business
around and solving the financial situation of Neonode AB," Per
Bystedt, CEO and Chairman of Neonode, Inc. said.  "We continue to
have great belief in our technology and believe we have a
competitive product in the Neonode N2 but without sufficient funds
we cannot continue operations."

Neonode AB has, together with its American parent company, Neonode
Inc., taken a number of measures to attempt to restructure and
refinance Neonode AB's operations.  On Oct. 22, 2008 Neonode AB
filed for reconstruction in accordance with the Swedish
reorganization act (1996:764).

"We have had a good dialogue with many of our creditors and tried
a number of different solutions, but unfortunately we have been
unable to reach a satisfactory solution for all parties," Mr.
Bystedt continued.

Neonode Inc intends to continue to operate as a technology
licensing company, focusing on developing and marketing the
Company's patented touch screen technology, zForceT to third
parties.  Neonode Inc. is currently working with its major
stakeholders on a plan for a complete restructuring of the
Company.

                        About Neonode Inc.

Neonode Inc. NASDAQ: NEON) -- http://www.neonode.com--
operates a mobile communication company that develops touch screen
technologies and designs mobile handsets.  Neonode AB is a wholly-
owned subsidiary of Neonode Inc. and has carried out business with
focus on the development and sales of touch screen mobile phones
such as the Neonode N2 since 2004.


NEPTUNE MOTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Neptune Motors, LLC
        82 Main Street
        Ocean Grove, NJ 07756

Case No.: 08-34321

Chapter 11
Petition Date: December 8, 2008

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

Debtor's Counsel: Jules L. Rossi, Esq.
                  208 Main Street
                  Asbury Park, NJ 07712
                  Tel: (732) 774-5520
                  Fax: (732) 744-5870
                  Email: jlrbk423@aol.com

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

Estimated Debts: $500,001 to $1,000,000

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


NEW YORK TIMES: Seeks $225 Million of Financing
-----------------------------------------------
David B. Wilkerson at The Wall Street Journal reports that The New
York Times Co. will borrow as much as $225 million against its
Manhattan headquarters, through a mortgage or a sale-leaseback
agreement.

Sarah Rabil at Bloomberg News reports that The NY Times has a
$400 million credit line due in May 2009.  Bloomberg says that The
NY Times also has about $366.3 million remaining under a second
credit agreement that becomes payable in June 2011.

According to Bloomberg, The NY Times spokesperson Catherine Mathis
said that the newspaper publisher hired commercial real-estate
company Cushman & Wakefield Inc. to help secure financing.

Bloomberg relates that The NY Times shareholders, Firebrand
Partners and Harbinger Capital Partners, have pressured the
company to:

     -- invest more in the Internet,
     -- sell or mortgage the company's skyscraper, and
     -- sell stakes in professional sports teams and regional
        newspapers.

WSJ relates that The NY Times said in October that ad revenue at
its newspapers dropped 17.2% on continued weakness in print
advertising.  WSJ states that classified sales fell almost 35%.
The NY Times' total advertising revenue declined by 14% in the
third quarter, according to the report.  Its classified-ad sales
plunged 29%, says the report.

As reported by yesterday's Troubled Company Reporter, Tribune Co.,
which owns the Chicago Tribune and L.A. Times, other newspapers
and television stations, filed for Chapter 11 protection from
creditors due to declining revenues, and substantial debt
requirements.  When it filed for chapter 11 yesterday, Tribune and
its units disclosed $7,605,195,000 in assets and $12,972,541,148
of debts.

According to Bankruptcy Law360, experts say factors including
declining advertising revenues and competition from online news
sources will lead to a surge in newspaper bankruptcies and
dramatically alter the landscape of the newspaper industry in the
coming years.

                        About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, The
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.  NY Times has $46 million in
cash and about $1.1 billion of debt.


NOVASTAR FINANCIAL: Appoints CFO as Principal Accounting Officer
----------------------------------------------------------------
Novastar Financial, Inc., appointed Rodney Schwatken as principal
accounting officer.  He will also remain as chief financial
officer of the company, a position he has held since January 2008.
From March 2006 through January 2008, Mr. Schwatken had been the
company's vice president of strategic initiatives where he was
responsible for special projects, generally related to corporate
development and management of the company's strategic
transactions.

From March 1997 until March 2007, Mr. Schwatken held various
titles including vice president, secretary, treasurer and
controller (chief accounting officer) of the company and was
responsible for corporate accounting, including implementation of
accounting policies and procedures and developing and implementing
proper internal control over all financial recordkeeping.  From
June 1993 to March 1997, when he joined the company, Mr. Schwatken
was accounting manager with U.S. Central Credit Union, a $30
billion dollar investment, liquidity and technology resource for
the credit union industry.  From January 1987 to June 1993,
Mr. Schwatken was employed by Deloitte & Touche LLP in Kansas
City, Missouri, as an audit manager.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.

                        Going Concern Doubt

Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.


NOVASTAR FINANCIAL: Delays 10-Q Filing Due to Accounting Review
---------------------------------------------------------------
Novastar Financial, Inc., disclosed in a Form 12b-25 filed with
the Securities and Exchange Commission that it could not timely
file its Quarterly Report on Form 10-Q for the quarter ended
Sept. 30, 2008, and that it would not file the Third Quarter 10-Q
within the 5 calendar day period contemplated by Rule 12b-25
promulgated under the Securities Exchange Act of 1934, as amended.

The company and its independent auditors are analyzing certain
technical accounting matters related to three separate loan
securitization transactions that were originally accounted for as
financings.  This analysis is being made due to events that have
occurred since these securitizations originally closed.

Due to the ongoing analysis, the company has not finalized its
financial statements for the third quarter of 2008.  However, the
company expects that its results of operations for the nine and
three month periods ending Sept. 30, 2008, will change
significantly from its results of operations for the nine and
three month periods ending Sept. 30, 2007, as result of, among
other things, the termination of the company's mortgage
origination  business, the sale of the mortgage servicing
operation during 2007, the impact of market factors and the
mortgage securities markets on the company's financial statements
and the valuation of the company's financial assets and amendments
to certain securitization agreements.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.

                        Going Concern Doubt

Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.


PAPPAS TELECASTING: CEO Balks at Plan to Sell All Assets
--------------------------------------------------------
Bankruptcy Law360 reports that CEO Harry J. Pappas and Stella A.
Pappas, creditors and equity-interest holders of Pappas
Telecasting Inc., have objected to the Debtors' plan to sell
substantially all of their assets in an auction.  According to
Bankruptcy Law360, the Pappases, in a preliminary objection filed
Friday in the U.S. Bankruptcy Court for the District of Delaware,
asserted that the assets of the debtors and nondebtor television
stations must be sorted prior to auction.

As reported by the Troubled Company Reporter on November 21, 2008,
Pappas Telecasting will auction off 10 stations on Dec. 11, 2008.
Michael Malone at Broadcasting & Cable reported that as Pappas
continues to pay down a heavy debt load, stations in these
locations will go on the block include those in:

     -- El Paso,
     -- Omaha, and
     -- Sioux City.

Broadcasting & Cable said 13 of Pappas Telecasting's stations have
been operating under Chapter 11 protection since May 2008.  When
those stations moved into Chapter 11, three of Pappas
Telecasting's lenders pushed for involuntary Chapter 7 petitions
for the company's chairperson Harry Pappas and his wife, the
report noted.  Pappas Telecasting and its lenders agreed in August
2008 to the appointment of a Chapter 11 trustee to oversee the
company's operations, financial affairs, and sale process, after
talks broke down between Pappas Telecasting and its lenders,
according to the report.

Pappas Telecasting owns about 27 stations.  Broadcasting & Cable
relates that the company sold six stations a few months ago,
mostly low power ones, in Nevada and California to Entravision for
$4 million.

                      About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PHH CORPORATION: Moody's Cuts Senior Unsecured Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service downgraded PHH Corporation's senior
unsecured rating to Ba1 from Baa3 and its short term rating to
Not-Prime from Prime-3.  All long term ratings are under review
for further downgrade.

This rating action follows a decline in the profitability of PHH's
fleet management segment due to higher fleet leasing funding costs
and uncertainty regarding the availability of funding for these
leasing activities.  If PHH is unable to obtain cost effective,
stable sources of fleet lease funding that ensure its ability to
originate new car leases it could face franchise impairment.
The review will focus on the company's ability to stabilize the
profitability of its fleet management activities and obtain cost
effective, stable funding for its fleet leasing activities.

PHH's stable and profitable fleet management segment has helped to
mitigate the significant earnings variability in the company's
currently unprofitable mortgage operations.  However, due to wider
ABS spreads resulting in higher fleet leasing funding costs, the
earnings of this segment have declined significantly over the past
two quarters.  Although PHH has revised pricing for new fleet
leases and for some existing leases, Moody's is concerned that PHH
will be considerably challenged in its efforts to return its fleet
management profitability to previous levels, certainly over the
short-term, through passing these higher funding costs onto
customers or by other means.

"Moody's considered the continuation of stable profitability in
PHH's fleet management activities to be key for maintaining an
investment grade rating," said Moody's Vice President and Senior
Credit Officer Craig Emrick.

In addition, one of two notes related to the asset backed
commercial paper funded single-seller conduit PHH uses to fund its
fleet leasing activities matured at the end of November 2008 and
has been renewed only temporarily.  There is the potential that
this note will not be renewed and will begin amortization.  The
second note associated with this conduit matures at the end of
February 2009.  Normally PHH has been able to extend these notes
for a full year.

PHH is exploring various alternatives for funding its fleet
leasing activities including, at least partially, with deposits by
becoming a thrift holding company.  If PHH is unable to obtain
cost effective, stable sources of fleet lease funding that ensure
its ability to originate new car leases it could face franchise
impairment.  Moody's believes that the fleet leasing product
assists the company in its sales of more profitable fleet
management services such as fuel cards, maintenance cards, vehicle
accident services and vehicle purchase and disposition services.
Moody's does not believe there are any rating triggers in the
company's funding agreements.

The last rating action was on January 2, 2008, when the ratings
were confirmed with a negative outlook.

Downgrades:

Issuer: PHH Corporation

  -- Commercial Paper, Downgraded to NP from P-3

  -- Issuer Rating, Downgraded to Ba1 from Baa3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Ba1 from Baa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

Outlook Actions:

Issuer: PHH Corporation

  -- Outlook, Changed To Rating Under Review From Negative

PHH Corporation, headquartered in Mount Laurel, New Jersey,
reported assets of $8.9 billion at September 30, 2008.


PIERRE FOODS: Plan Confirmation Today in Wilmington, Delaware
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will convene a hearing today, at 9:30 am Eastern Time, to consider
confirmation of Pierre Foods, Inc.'s bankruptcy plan.

Bankruptcy Law360 says Roberta A. DeAngelis, Acting United States
Trustee for Region 3, has objected to Pierre Foods, Inc.'s
bankruptcy plan.  According to Bankruptcy Law360, the U.S. Trustee
contends that the plan improperly seeks to release some parties in
the case from liability.

As reported by the Troubled Company Reporter on October 30, 2008,
the Bankruptcy Court approved the Disclosure Statement filed in
connection with Pierre Foods's Plan and authorized the Debtor to
begin soliciting votes on the Plan.

The TCR said the Plan is supported by funds managed by Oaktree
Capital Management L.P., the company's single largest creditor,
and Pierre's Official Committee of Unsecured Creditors.  Oaktree
supplied the company's debtor-in-possession credit facility, and
upon confirmation of the Plan, funds managed by Oaktree will
become the majority owner of Pierre.

The company stated, "We are pleased that the Court has authorized
the solicitation of votes on the consensual Plan of
Reorganization.  Everyone at Pierre can be proud of what has been
accomplished in a very short amount of time.  Pierre is poised to
emerge from Chapter 11 as a stronger company, with a solid balance
sheet, that is well prepared to operate throughout the current
economic cycle and beyond.  The company is excited about its new
sponsorship with Oaktree and appreciates the unwavering dedication
and loyalty shown by its employees, customers and vendors
throughout the restructuring process."

The company expects to emerge from Chapter 11 shortly after the
December 10 confirmation hearing.  The Debtor said that, at
emergence, its consolidated debt will be approximately $141
million, as compared to approximately $367 million of debt at the
time of its Chapter 11 filing.

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Jonathan S. Henes, Esq., and Lisa G.
Laukitis, Esq., at Kirkland & Ellis; and Daniel J. DeFranceschi,
Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.
The United States Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Michael S. Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, and James R. Savin, Esq., at Akin
Gump's Washington, D.C. office, as counsel.  Oaktree Capital
Management, the Debtors' DIP lender and which is serving as plan
sponser, is represented by Van C. Durrer, II, Esq., at Skadden
Arps, Slate Meagher & Flom LLP, in Los Angeles, California.
Wachovia Bank, N.A., the administrative agent under the Debtors'
June 2004 credit agreement, is represented by Gregory Bray, Wsq.,
and Haig Mark Maghakian, Esq., at Milbank Tweed Hadley McCloy LLP.


PILGRIM'S PRIDE: U.S. Trustee Appoints 9-Member Creditors Panel
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 7,
appoints nine members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Pilgrim's Pride Corp. and
its debtor affiliates.

The Creditors' Committee members are:

   (1) Ala Trade Foods, LLC
       Attn: Davis Lee
       725 Blount Avenue
       Guntersville, AL 35976
       Tel No.: (256) 571-9696
       Fax No.: (256) 571-9977
       E-mail: pyacey@alatrade.com

   (2) The Bank of New York Mellon Trust
       Attn: J. Chris Matthews
       601 Travis 16th Floor
       Houston, TX 77002
       Tel No.: (713) 483-6267
       Fax No.: (713) 483-6979
       E-mail: j.chris.matthews@bnymellon.com

   (3) Calamos Advisors LLC
       Attn: John Krasucki
       2020 Calamos Court
       Naperville, IL 60563
       Tel No.: (630) 245-7215
       Fax No.: (630) 245-7522
       E-mail: jkrasucki@calamos.com

   (4) HSBC Bank USA, National Association
       Attn: Sandra E. Horwitz
       10 East 40th Street, 14th Floor
       New York, NY 10016-0200
       Tel No.: (212) 525-1358
       Fax No.: (212) 525-1366
       E-mail: Sandra.e.horwitz@us.hsbc.com

   (5) International Paper Company
       Attn: Ronald Borcky
       4049 Willow Lake Blvd.
       Memphis, TN 38118
       Tel No.: (901) 419-1295
       Fax No.: (901) 419-1235

   (6) Kornitzer Capital Management/Great Plains Trust
       Company/Buffalo Funds
       Attn: John C. Kornitzer
       P.O. Box 918
       Shawnee Mission, KS 66201
       Tel No.: (913) 384-4339
       Fax No.: (913) 754-1530
       E-mail: john@buffalofunds.com

   (7) Newly Weds Foods, Inc.
       Attn: Brian Toth
       4140 West Fullerton Avenue
       Chicago, IL 60639
       Tel No.: (773) 292-7647
       Fax No.: (773) 292-2423
       E-mail: mlopez@newlywedsfoods.com

   (8) Oaktree Capital Management, L.P.
       Attn: Frances Nelson
       333 S. Grand Avenue
       28th Floor
       Los Angeles, CA 90071
       Tel No.: (213) 830-6467
       Fax No.: (213) 830-8567
       E-mail: fnelson@oaktreecapital.com

   (9) Pension Benefit Guaranty Corp.
       Attn: Marc Pfeuffer
       1200 K Street NW
       Washington, DC 20009
       Tel No.: (202) 326-4020 x 4903
       Fax No.: (202) 326-4112
       E-mail: Pfeuffer.marc@pbgc.gov

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 Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

William T. Neary, United States Trustee for Region 7, will
convene a meeting of creditors of Pilgrim's Pride Corporation and
its affiliates on January 30, 2009, at 4:00 p.m., at Room  976,
at 1100 Commerce Street, in Dallas, Texas.

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


PINNACLE CLUB: Organizational Meeting to Form Panel on Dec. 11
--------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
will hold an organizational meeting in the bankruptcy case of
Pinnacle Club at Absecon, LLC, on December 11, 2008, at 10:00 a.m.
The meeting will be held at the United States Trustee's Hearing
Room, Bridge View, 800-840 Cooper Street, Suite 102, in Camden,
New Jersey.

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

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

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

Based in Clarksboro, New Jersey, Pinnacle Club at Absecon, LLC,
filed for chapter 11 bankruptcy protection November 25, 2008
(Bankr. D. N.J. Case No. 08-33388).  Barry W. Frost, Esq., at
Teich Groh, in Trenton, serves as the Debtor's bankruptcy counsel.
When it filed for bankruptcy, the Debtor disclosed $5,525,000 in
total assets, and $9,898,683 in total liabilities.


RADIAN INSURANCE: S&P Puts BB+ Ratings on 2 Classes on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes from two U.S. asset-backed securities transactions on
CreditWatch with negative implications following the recent
CreditWatch actions affecting the financial strength ratings on
monoline insurers Radian Asset Assurance Inc. (BBB+/Watch Neg/--)
and Radian Insurance Inc. (BB+/Watch Neg/--).

The CreditWatch placements of the long-term ratings on classes IM-
2 and IIM-2 from Manufactured Housing Contract Trust Pass-Thru
Cert Series 2001-1 reflect the actions on Radian Insurance Inc.
The CreditWatch placement of the long-term rating on class A from
BCC Funding Corp. VI, an equipment loan and lease transaction,
reflects the actions on Radian Asset Assurance Inc.

              Ratings Placed on Creditwatch Negative

  Manufactured Housing Contract Trust Pass-Thru Cert Series 2001-1
       $271 million pass-through certificates series 2001-1

            Class           To                   From
            -----           --                   ----
            IM-2            BB+/Watch Neg        BB+
            IIM-2           BB+/Watch Neg        BB+

                       BCC Funding Corp. VI
          $100 million asset-backed notes series 2007-1

                                    Rating
                                    ------
            Class           To                   From
            -----           --                   ----
            A               BBB+/Watch Neg       BBB+


RESLOC 2007-1: Fitch Affirms Ratings on 11 Outstanding Tranches
---------------------------------------------------------------
Fitch Ratings has affirmed 11 outstanding tranches of ResLoC 2007-
1 plc and downgraded seven tranches, following a performance
review of the UK non-conforming RMBS transaction.  The agency has
simultaneously revised the Outlooks on six notes to Negative from
Stable.  The transaction is comprised of collateral originated by
Advantage Home Loans, Amber, GMAC-RFC and Victoria Mortgage
Funding.

The rating actions are the result of the combined effect of the
deterioration in the UK housing and mortgage market alongside
worse-than-expected transaction performance.  The ResLoc
transaction has seen numerous reserve fund draws over the last 18
months due to the high level of losses coming through each
quarter, leaving just 0.87% against a target amount of 1.35% of
the original note balance, and Fitch anticipates further draws.
The total number of properties currently in repossession is 1.7%
of the current collateral balance.  A total of 51 properties were
sold during the quarter and just under 50% of the following sold
properties were purpose-built flats that were constructed in the
last four years.  Current period losses amount to 0.39% with a
weighted-average loss severity for the period of 37.5%.
Cumulative WALS is 32.69%, significantly higher than was
originally modelled by Fitch.

The majority of fixed-rate loans are scheduled to roll off to
their floating rate in January 2009 (22.6%).  The recent reduction
in interest rates could therefore benefit these borrowers, and
will certainly have limited any potential payment shock.  However
the agency would expect that the proportion of loans in arrears
will increase as performing loans seek to re-finance with
different lenders.

Current mortgage arrears levels are, however, relatively low.
Loans that are three months or greater in arrears accounted for
3.56% of the outstanding balance as of September 2008, and
arrears, inclusive of repossessions, accounted for 5.27%.

Principal payment rates have been increasing since closing: PPR as
of September was 20.09%.  This level may drop after the next
interest payment date as the majority of borrowers will have
switched to their reversionary rates, and those that are able to
refinance will do so, leaving borrowers without refinancing
options in the pool.

ResLoC 2007-1 plc:

  -- Class A2a (ISIN XS 0300466173): affirmed at 'AAA'; Outlook
     Stable

  -- Class A2b (ISIN XS0300467148): affirmed at 'AAA'; Outlook
     Stable

  -- Class A2c (ISIN XS0300467734): affirmed at 'AAA'; Outlook
     Stable

  -- Class A3a (ISIN XS0300468385): affirmed at 'AAA'; Outlook
     Stable

  -- Class A3b (ISIN XS0300470365): affirmed at 'AAA'; Outlook
     Stable

  -- Class A3c (ISIN XS0300472817): affirmed at 'AAA'; Outlook
     Stable

  -- Class M1a (ISIN XS0300473203): affirmed at 'AAA'; Outlook
     Stable

  -- Class M1b (ISIN XS0300473542): affirmed at 'AAA'; Outlook
     Stable

  -- Class B1a (ISIN XS0300474193): affirmed at 'AA'; Outlook
     revised to Negative from Stable

  -- Class B1b (ISIN XS0300474607): affirmed at 'AA'; Outlook
     revised to Negative from Stable

  -- Class C1a (ISIN XS0300474789): downgraded to 'A-'(A minus)
     from 'A'; Outlook revised to Negative from Stable

  -- Class C1b (ISIN XS0300475083): downgraded to 'A-'(A minus)
     from 'A'; Outlook revised to Negative from Stable

  -- Class D1a (ISIN XS0300475323): downgraded to 'B' from 'BBB';
     Outlook revised to Negative from Stable

  -- Class D1b (ISIN XS0300476057): downgraded to 'B' from 'BBB';
     Outlook revised to Negative from Stable

  -- Class E1b (ISIN XS0300477022): downgraded to 'CCC' DR1 from
     'BB'

  -- Class E2b (ISIN XS0300477535): downgraded to 'CC' DR5 from
     'BB-'(BB minus)

  -- Class F1b (ISIN XS0300477964): downgraded to 'C' DR6 from 'B'
     MERCs affirmed at 'AAA'; Outlook Stable


RICKY'S CANDY: Files for Chapter 11; Creditors' Meeting on Feb. 2
-----------------------------------------------------------------
Martin C. Daks at Njbiz.com reports that Ricky's Candy, Cones, and
Chaos, Inc., has filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of New Jersey.

According to Njbiz.com, Ricky's Candy listed assets of $100,000 to
$500,000 and debts of $100,000 to $500,000.  The liabilities,
court documents say, include a $100,000 claim by New Jersey for
unpaid sales taxes and $30,000 of unpaid rent.  The company,
according to the documents, disputes the unpaid taxes.

Njbiz.com relates that the Hon. Raymond T. Lyons Jr. has scheduled
a Feb. 2 meeting in the Court between Ricky's Candy and its
creditors.

Ten individuals and three firms from New Jersey, Virginia, and
Massachusetts sued Ricky's Candy in July, claiming that they lost
more than $3 million as Ricky's Candy franchisees, Njbiz.com
states.  According to the report, the complainants alleged that
Ricky's Candy failed to fully disclose the financial risks
involved in the business.

Njbiz.com quoted Justin M. Klein at Red Bank's Marks & Klein LLP,
which represents the franchisees, as saying, "We just learned of
the bankruptcy filing.  We will review the documents to determine
what steps may be required."

Ricky's Candy, Cones, and Chaos, Inc. --
http://www.rickysofpa.com/-- of the Delaware Valley opened it
first store in Wayne on Dec. 12, 2006.  It is owned by Rick
Barber.  Ricky's Candy shops sell ice cream and candy, and host
children's parties.

The company filed for Chapter 11 protection on Dec. 1, 2008
(Bankr. D. N.J. Case No. 08-33881).


SASI FINANCE: Moody's Places Ratings on 2006-1 Deals Under Review
-----------------------------------------------------------------
Moody's Investors Service has placed on review the ratings of the
SASI Finance Limited Partnership 2006-A and the RESIX Finance
Limited Credit Linked Notes, Series 2006-1 transactions.  The
certificates and notes are protected through subordination,
including a non-amortizing unrated tranche.  The synthetic
transaction provides the owner of a sizable pool of jumbo
mortgages credit protection similar to the credit enhancement
provided through subordination in conventional residential
mortgage backed securities transactions.  The reference portfolio
includes prime conforming and nonconforming balance fixed-rate and
adjustable-rate mortgages purchased from various originators.  The
portfolio is generally static as in most RMBS deals.

Through an agreement with the securities issuer, the Protected
Party pays a fee for the transfer of a portion of the portfolio
risk.  Investors in the securities have an interest in the
holdings of the issuer, which include highly rated investment
instruments, a forward delivery agreement and fee collections on
the agreement with the Protected Party.  Investors are exposed to
risk from the reference portfolio but benefit only indirectly from
cash flows from these assets.

The credit-linked notes in the RESIX shelf replicate the cash flow
of synthetic RMBS securities issued:

  -- RESIX Finance Limited Credit-Linked Notes, Series 2006-1
     replicates the cash flows of Class B7, Class B8, Class B9 and
     Class B10 issued by the SASI Finance Limited Partnership
     2006-A, Sovereign Asset Synthetic Investment Securities,
     Series 2006-A transaction

The actions are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions listed below reflect Moody's revised expected losses on
the Jumbo sector announced in a press release on September 18th,
and are part of Moody's on-going review process.

The ratings on the notes were monitored by evaluating factors
determined to be applicable to the credit profile of the notes,
such as i) the nature, sufficiency, and quality of historical
performance information regarding the asset class ii) an analysis
of the collateral being securitized, iii) an analysis of the
transaction's allocation of collateral cashflow and capital
structure, and (iv) a comparison of these attributes against those
of other similar transactions.

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process.  First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.  On the other hand, a
deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than
Moody's current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.

Complete rating actions are:

Issuer: SASI Finance Limited Partnership 2006-A, Sovereign Asset
Synthetic Investment Securities, Series 2006-A

  -- Cl. A Notes, Currently Aaa Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Aaa

  -- Cl. B1 Notes, Currently Aa1 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Aa1

  -- Cl. B2 Notes, Currently Aa1 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Aa1

  -- Cl. B3 Notes, Currently Aa3 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Aa3

  -- Cl. B4 Notes, Currently Aa3 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Aa3

  -- Cl. B5 Notes, Currently A2 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned A2

  -- Cl. B6 Notes, Currently A3 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned A3

  -- Cl. B7 Notes, Currently Baa3 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Baa3

  -- Cl. B8 Notes, Currently Ba2 Placed on Review for Possible
     Downgrade; previously on 6/29/2006 Assigned Ba2

  -- Cl. B9 Certificates, Currently B3 Placed on Review for
     Possible Downgrade; previously on 9/22/2008 Downgraded to B3
     from Ba3

  -- Cl. B10 Certificates, Currently Caa2 Placed on Review for
     Possible Downgrade; previously on 9/22/2008 Downgraded to
     Caa2 from B2

Issuer: RESIX Finance Limited Credit Linked Notes, Series 2006-1

  -- Cl. B7 Notes, Currently Baa3 Placed on Review for Possible
     Downgrade; previously on 6/30/2006 Assigned Baa3

  -- Cl. B8 Notes, Currently Ba2 Placed on Review for Possible
     Downgrade; previously on 6/30/2006 Assigned Ba2

  -- Cl. B9 Notes, Currently B3 Placed on Review for Possible
     Downgrade; previously on 9/22/2008 Downgraded to B3 from Ba3

  -- Cl. B10 Notes, Currently Caa2 Placed on Review for Possible
     Downgrade; previously on 9/22/2008 Downgraded to Caa2 from B2


SEARS HOLDINGS: Moody's Reviews 'Ba1' Ratings for Possible Cuts
---------------------------------------------------------------
Moody's Investors Service placed the Ba1 corporate family and
probability of default ratings of Sears Holdings Corporation on
review for possible downgrade.  The SGL-1 speculative grade
liquidity rating was affirmed.

This review action results from Moody's concern that Sears
Holdings' credit metrics will continue to deteriorate for the
balance of 2008, and into 2009.  "While the macroeconomy continues
to punish Sears' operating results, the company still has not come
up with a coherent softlines strategy to take some of the pressure
off of the solid hardlines business," stated Moody's Senior
Analyst Charlie O'Shea.  "Moody's review will focus primarily on
fourth quarter performance.  If credit metrics for the fiscal year
continue to deteriorate, ratings could be downgraded".

Ratings placed on review for possible downgrade include:

Sears Holdings Corporation

  -- Corporate family rating at Ba1;

  -- Probability of default rating at Ba1;

  -- $4 billion senior secured revolving credit facility at Baa3,
     and

Sears, Roebuck and Co.

  -- Issuer rating at Ba1.

Sears Roebuck Acceptance Corp.

  -- 5.2% to 7.5% medium term notes due 2008 to 2013 at Ba2;

  -- 6.25% to 7.5% notes due 2008 to 2043 at Ba2, and
     Debentures and bonds at Ba2.

Sears DC Corp.

  -- 9.07% to 9.2% medium term notes due 2012 at Ba2.

Rating affirmed:

Sears Holdings Corporation

  -- Speculative grade liquidity rating at SGL-1.

The last rating action for Sears Holdings was the June 6, 2008
affirmation of the Ba1 corporate family and probability of default
ratings, and the change in outlook to negative.

Sears Holdings, Inc., headquartered in Hoffman Estates, Ilinois,
is a leading home improvement and apparel retailer, with LTM
September 2008 revenues of $48.6 billion.


STEINWAY MUSICAL: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Steinway, but
revised the rating outlook to negative from stable due to Moody's
expectations that, despite a relatively good third quarter, the
accelerating uncertainty in both the capital market and job market
will likely result in further deterioration in consumer spending,
especially for high ticket items such as Steinway's flagship
product, the grand piano.

"While still expected to remain relatively well positioned versus
other entertainment related issuers and other similarly rated
consumer durable companies, the negative outlook reflects Moody's
belief that the company's profitability may be significantly lower
than in previous years" said Kevin Cassidy, Senior Credit Officer
at Moody's Investors Service.

Despite the company's recent return of a modest amount of excess
cash flow to shareholders via a special one-time $25 million
dividend in Q1 2007 and the implementation of a $25 million share
repurchase program earlier this year (only $2 million shares
repurchased to date), Moody's believe that Steinway possesses a
good liquidity profile with over $30 million of operating
(retained) cash flow, no debt maturities until 2014, around $25
million of cash, access to a committed secured $110 million
revolver and no expected financial covenant issues.

These ratings are affirmed:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at Ba3;

  -- $175 million senior unsecured note, due 2014, at B1 (LGD 4
     66%); no change in LGD assessment

The last rating action was on September 26, 2006, where Moody's
lowered the note rating to B1 upon implementation of Moody's Loss
Given Default Methodology.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments.  The company's products include Selmer Paris
saxophones, Bach Stradivarius trumpets, C.G. Conn French horns,
King trombones, Ludwig snare drums, and Steinway & Sons, Boston
and Essex pianos.  Through its online music retailer, ArkivMusic,
the company also distributes classical music recordings.  Revenues
for the twelve months ended September 30 2007, approximated
$415 million.


TELKONET INC: Posts $12.2 Million Net Loss in Nine-Month Period
---------------------------------------------------------------
Telkonet, Inc. disclosed third quarter results for the period
ended Sept. 30, 2008.  The results of operations include the
acquisitions of EthoStream, LLC, Smart Systems International and
Newport Telecommunications Co, which was acquired by MSTI
Holdings, Inc. on March 15, March 9, 2007, and July 18, 2007, and
also includes the operations of the company's majority-owned
subsidiary MSTI Holdings, Inc.

Telkonet, Inc. reported a third quarter 2008 net loss of
$2.9 million compared with a net loss of $5.0 million in the 2007
third quarter.  During the period ended Sept. 30, 2008, the
company recorded a non-cash expense of $1.6 million in connection
with the sale of certain debentures.

For the 2008 third quarter, Telkonet, Inc. had revenue of
$5.7 million, an increase of 24% compared to $4.6 million in the
2007 third quarter.  The increase was a result of organic growth
in the company's energy and hospitality management businesses.
Excluding revenue from its MST subsidiary, Telkonet had revenue of
$4.7 million, an increase of 24% compared to $3.8 million in the
year-earlier period and $4.6 million in the 2008 second quarter.

Telkonet, Inc. reported a net loss of $12.2 million for the nine
months ended Sept. 30, 2008, compared to a net loss of
$14.9 million for the nine months ended Sept. 30, 2007.

For the nine months ended Sept. 30, 2008, Telkonet had revenue of
$16.3 million, an increase of 72% compared to $9.5 million in the
nine months ended Sept. 30, 2007.  Excluding revenue from its MST
subsidiary, Telkonet had revenue of $13.4 million, an increase of
74% compared to $7.7 million in the year-earlier period.

                  Liquidity and Capital Resources

The company's working capital decreased by $1.7 million during the
nine months ended Sept. 30, 2008, from a working capital deficit
of $2.9 million at Dec. 31, 2007, to a working capital deficit of
$4.7 million at Sept. 30, 2008.  The decrease in working capital
for the nine months ended Sept. 30, 2008, was due to a combination
of factors, of which the significant factors include cash had a
net decrease from working capital by $1.4 million for the nine
months ended Sept. 30, 2008.  The most significant uses and
proceeds of cash were:

     -- Approximately $4.8 million of cash consumed directly in
        operating activities;

     -- A private placement from the sale of 2,500,000 shares of
        common stock at $0.60 per share provided proceeds of
        $1.5 million ;

     -- A repayment of a Senior Note in the amount of $1.5 million
        issued to GRQ Consultants, Inc.;

     -- A sale of convertible debentures for proceeds of
        $1.0 million and $2.5 million in May and July 2008.

Of the total current assets of $4.3 million as of Sept. 30, 2008,
cash represented $149,993.  Of the total current assets of
$7.0 million as of Dec. 31, 2007, cash represented $1.6 million.

While the company has raised capital to meet its working capital
and financing needs, additional financing is required in order to
meet its current and projected cash flow requirements from
operations and development.  Additional investments are being
sought, but it cannot guarantee that it will be able to obtain
these investments on favorable terms or at all.  Financing
transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing
mechanisms.  However, the trading price of its common stock and
the downturn in the U.S. stock and debt markets could make it more
difficult to obtain financing through the issuance of equity or
debt securities.

Even if the company is able to raise the funds required, it is
possible that it could incur unexpected costs and expenses, fail
to collect significant amounts owed to it, or experience
unexpected cash requirements that would force the company to seek
alternative financing which it may not be able to obtain.
Further, if it issues additional equity or debt securities,
stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to
those of existing holders of its common stock.  If additional
financing is not available or is not available on acceptable
terms, the company will have to curtail its operations.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $32.8 million, total liabilities of $21.2 million and
stockholders' equity of $11.6 million.

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

                          About Telkonet

Based in Germantown, Maryland, Telkonet Inc. (AMEX: TKO) --
http://www.telkonet.com/-- provides centrally managed solutions
for integrated energy management, networking, building automation,
and proactive support services in the United States and Canada.

                       Going Concern Doubt

RBSM LLP, in McLean, Virginia, expressed substantial doubt about
Telkonet Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's significant operating losses in the current year and
also in the past.  The company believes that anticipated revenues
from operations will be insufficient to satisfy its ongoing
capital requirements for at least the next 12 months.


TELKONET INC: Streamlines Operations; 5% of Workforce Cut
---------------------------------------------------------
Telkonet, Inc., reduced its corporate headcount at all levels, by
approximately 5% as part of its strategic long-range plan to
streamline operations and rationalize its cost structure.

Telkonet's acquisition integration activities over the last nine
months have resulted in significant cost savings and operational
efficiencies.  The company expected this action to result in
estimated annualized cost savings of approximately $1.2 million
per year, which contributed to the company's goal of operating
cash flow break-even by the end of 2008.

Jason Tienor, Telkonet chief executive officer said, "A key
finding of our strategic review completed in the first quarter of
2008 was the need to realign and streamline internal company
functions to enable the successful execution of our long-range
plan.  We therefore have examined all areas of our business to
maximize efficiency and drive overall improved productivity and
revenue growth.  We are making solid progress in achieving all of
the objectives laid out in our strategic long-range plan and are
firmly on track to reach our stated goal of operating cash flow
break-even from ongoing core operations and deliver enhanced
shareholder value by the end of 2008."

This comprehensive audit of Telkonet's performance and
technologies initiated the final phase of Telkonet's evolution to
becoming a clean technology company.  The restructuring has
facilitated the reduction of numerous positions through combining
staff responsibilities and migrating roles to resources acquired
during the most recent acquisitions.  With Telkonet's key growth
taking place within GREEN technology and the smart grid industry,
these changes leverage resources across the organization with a
broad array of expertise and knowledge in this area.  With these
new changes, the company expects to achieve greater efficiency and
more focused product integration targeting energy conservation and
the utility market.

                          About Telkonet

Based in Germantown, Maryland, Telkonet Inc. (AMEX: TKO) --
http://www.telkonet.com/-- provides centrally managed solutions
for integrated energy management, networking, building automation,
and proactive support services in the United States and Canada.

                       Going Concern Doubt

RBSM LLP, in McLean, Virginia, expressed substantial doubt about
Telkonet Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's significant operating losses in the current year and
also in the past.  The company believes that anticipated revenues
from operations will be insufficient to satisfy its ongoing
capital requirements for at least the next 12 months.


TRIBUNE CO: Chapter 11 Filing Prompts Moody's 'D' Ratings
---------------------------------------------------------
Moody's Investors Service downgraded Tribune Company's Probability
of Default rating to D from Caa2, the Corporate Family rating to
Ca from Caa2, and associated debt ratings as detailed below.  The
downgrades follow Tribune's announcement on December 8, 2008 that
it filed a voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code.  Moody's will withdraw all of
Tribune's ratings shortly.

Downgrades:

Issuer: Tribune Company

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

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Guaranteed Senior Secured Bank Credit Facility, Downgraded to
     Caa3, LGD3-36% from Caa1, LGD3-36%

  -- Guaranteed Senior Unsecured $1.6 Billion Bridge Credit
     Facility, Downgraded to C, LGD5 - 82% from Caa3, LGD5 - 82%

  -- Senior Secured Bonds/Debentures, Downgraded to C, LGD5 - 89%
     from Ca, LGD5 - 89%

  -- Subordinate Bonds, Downgraded to C, LGD6 - 95% from
     Ca, LGD6 - 95%

  -- Medium-Term Note Program, Downgraded to C from Ca

  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Ca

Outlook Actions:

Issuer: Tribune Company

  -- Outlook, Changed to Stable from Negative

Moody's last rating action on Tribune was on July 23, 2008 when it
lowered the company's CFR and PDR both to Caa2 from B3 and
assigned an SGL-4 speculative-grade liquidity rating, signaling
heightened liquidity stress and near-term default risk.
The downgrade of the PDR to D reflects the Company's now formal
bankruptcy filing, which Moody's classifies as a "default" event,
consistent with the "D" Probability of Default rating.  The CFR
and ratings for individual debt instruments are based on
application of Moody's Loss Given Default framework utilizing an
expected 50% family recovery rate.

Tribune Company, headquartered in Chicago, Illinois, operates the
second largest newspaper group in the U.S. as well as television
and radio broadcasting and interactive services.  The company owns
23 television stations including a VHF station in each of the top
three metro markets, and TV-newspaper duopolies in Los Angeles,
Chicago, Miami, and Hartford.  Annual revenue approximates
$4.6 billion.


TRIBUNE CO: Got $850MM-$950MM Offers for Cubs; Team Not in Ch. 11
-----------------------------------------------------------------
Tribune Co. received bids ranging from $850 million to
$950 million for the Chicago Cubs baseball team, Sarah Rabil and
Curtis Eichelberger at Bloomberg News report, citing a person
familiar with the matter.

The source, according to Bloomberg, said that bidders for Chicago
Cubs included:

     -- Tom Ricketts, the chairperson of Incapital LLC whose
        father founded TD Ameritrade Holding Corp.;

     -- Hersch Klaff, a real estate executive; and

     -- Marc Utay, managing partner of Clarion Capital Partners
        LLC.

The bids for Chicago Cubs should decline after Tribune filed for
Chapter 11 bankruptcy protection, Bloomberg says, citing the
source.  According to the report, estimates for the sale of the
team, its Wrigley Field ballpark, and a 25% stake in Comcast
Corp.'s Comcast SportsNet Chicago ranged from $800 million in
April to $1.3 billion in July.  A person familiar with the matter
said that Chicago Cubs over-estimated ticket price increases, on-
site real estate development, and baseball's willingness to
approve an owner who borrowed huge sums to buy the franchise, the
report states.

Tribune had a $12.9 billion debt after being taken private by
billionaire Sam Zell in 2007.  Citing CreditSights Inc. debt
analyst Jake Newman, Bloomberg states that Tribune needed to sell
Chicago Cubs for at least $1 billion and repay its Tranche X loan
to avoid breaching year-end debt covenants.

Chicago Cubs wasn't included in Tribune's bankruptcy filing.  The
sales process for the team, ballpark, and related assets will
proceed, according to Bloomberg.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, 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.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

(Tribune Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TRIBUNE CO: Says It's Not Going Out of Business
-----------------------------------------------
In light of its Chapter 11 filing yesterday, Tribune Co. disputed
concerns that it or any of its business units are going out of
business.

"Chapter 11 should not be confused with Chapter 7, which is used
by companies that are shutting down operations and liquidating
assets.  We continue to operate our media businesses.  We are
continuing to publish our newspapers and to run our television
stations and websites.  We have great brands, and we are pursuing
this restructuring in order to protect and strengthen them long-
term," Tribune said.

Tribune explained that it filed for Chapter 11 because simply has
"too much debt in light of the dramatic and unexpected decline in
revenues, which has been amplified by the current recession."

Tribune added that restructuring under Chapter 11 is the best
option for the company.  "This restructuring is the best option we
have to take pressure off of our operations so we can pursue our
vision of creating a sustainable, cutting-edge media company that
is valued by our readers, viewers, and advertisers, and that plays
a vital role in the communities we serve."

In response to questions about the Chicago Cubs being excluded
from the Chapter 11 filing, Tribune said that the baseball team
was kept out so that the restructuring process would have as
little impact as possible on the monetization process.  The team
will continue to pay pre-petition invoices, according to the
company.

Tribune also disputed concerns that there will be layoffs as a
result of the filing. "The filing is about our debt, not our
operations," it points out.

About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, 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.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TRIBUNE CO: Wants Schedules & Statements Deadline Moved to Jan. 22
------------------------------------------------------------------
Tribune Co. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their deadline to
filed schedules of assets and liabilities and statements of
financial affairs to Jan. 22, 2009.

Given the size and scope of the Debtors' Chapter 11 cases, it is
a practical impossibility for them to complete their Schedules of
Assets and Liabilities and Statements of Financial Affairs within
the 30-day extension period provided by the Bankruptcy Code and
the Local Rules, says Norman L. Pernick, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, proposed
attorney for the Debtors.

The Debtors deadline to file their Schedules and Statements is
automatically extended for 30 days pursuant to Rule 1007(a) of
the Federal Rules of Bankruptcy Procedure.  Together with their
Petition, the Debtors have submitted a consolidated list of
creditors, consolidated list of creditors holding the 30 largest
unsecured claims, and lists of equity security holders,
demonstrating that the total number of creditors exceeds 200.

In addition to the automatic extension, the Debtors also ask for
15 more days to compile the information necessary to complete
the Schedules and Statements.  Due to a huge number of creditors
of more than 60,000, 25,000 current and former employees,
numerous leases and contracts that must be assembled and
reviewed, the Debtors anticipate that they won't be able to
finish everything before the deadline.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, 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.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TWEETER OPCO: Court Converts Bankruptcy Case to Chapter 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a request by Tweeter Opco LLC to convert its Chapter 11
bankruptcy and liquidate its business under Chapter 7, Bankruptcy
Law360 reports.

Separately, Bankruptcy Law360 says, the Court entered an order,
over the objections of several utility companies, barring the
utilities from discontinuing service to the Debtors.  According to
Bankruptcy Law360, the Court also permitted the Debtors to create
a utility deposit account to pay for utility services.

As reported by the Troubled Company Reporter on December 8, 2008,
Tweeter Opco and its debtor-affiliates asked the Court to
immediately convert their cases to Chapter 7 pursuant to Section
1112(a) of the Bankruptcy Code and direct the Office of the United
States Trustee to appoint a Chapter 7 Trustee.

Judge Walrath held a hearing on the Debtors' request on Dec. 3,
2008.  A minute entry released by the Court noted that the order
on the Motion to Convert is due under certification of counsel,
the TCR said.

Twice.com, however, relayed in a report dated December 3, 2008,
that Tweeter Opco's Chapter 7 conversion request has been granted
the federal court.  Twice.com said it is very possible for Tweeter
Opco to re-open its stores to continue the liquidation process
under Chapter 7.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that before the Petition Date, the
Opco Debtors were party to two Credit Agreements dated as of:

  (a) September 19, 2007, with Wells Fargo Retail Finance, LLC
      as administrative agent; and

  (b) August 28, 2007, with Schultze Agency Services, LLC, as
      agent.

Obligations under those credit agreements were secured by a lien
on substantially all of the Opco Debtors' assets.

All of the DIP obligations have been paid in full and the Letters
of Credit issued under the DIP Credit Agreement have been reduced
to zero or fully collateralized pursuant to the terms of the DIP
Credit Agreement.

According to Mr. Heath, the Opco Debtors' consensual use of Well
Fargo's cash collateral terminated on December 1, 2008.

"Without the use of the cash collateral, the Debtors are unable
to continue to liquidate their estates under Chapter 11 of the
Bankruptcy Code," Mr. Heath said.  "Chapter 7 will permit the
Debtors' remaining assets to be liquidated and potential causes
of action to be pursued to monetized for the benefit of
creditors."

Moreover, the Opco Debtors have engaged in extensive negotiations
with Schultze in an effort to obtain its consent to use cash
collateral to continue to finance their liquidation efforts but
Schultze refused.  Accordingly, the Opco Debtors closed their
remaining stores and terminated all their employees on
December 1, 2008.

The Debtors have asked the Court to direct Wells Fargo to create a
reserve fund of $900,000 for payment of the accrued, but unpaid
prepetition wages, commissions and payroll related taxes of the
Opco Debtors' employees.  The Opco Debtors also want Wells Fargo
to create an additional reserve for contingent indemnification
claims.  Furthermore, the Opco Debtors have asked the Court to
order that the $1,150,000 Carve Out under their DIP Agreement be
held in a Richards, Layton & Finger, P.A. escrow account pending
approval of their professionals' fees and expenses.

            Consultants and Utility Providers Object

SB Capital Group, LLC, Tiger Capital Group, LLC and Hudson Capital
Partners, LLC, the Opco Debtors' liquidating consultants, have
demanded that any order regarding the Conversion Motion should
oblige the Opco Debtors to pay all fees and expenses owed to them
through the date of termination of the sale.

The Consultants argued that Schultze's refusal to consent to the
payment of their fees and expenses from the proceeds of the sale
is tantamount to fraud.  "Schultze cannot just pick and choose the
provisions of the Consulting Agreement, or the Court's prior
orders that inure to its benefit while disregarding the rights of
other parties-in-interest," the Consultants said.

The Consultants seek payment with respect to the fees and
expenses, aggregating $1,766,163.

Meanwhile, Utility Providers Florida Power & Light Company,
Baltimore Gas Electric, Delmarva Power & Light Co., and Central
Maine Power opposed the Conversion Motion to the extent the Opco
Debtors propose to pay certain administrative creditors in
preference to other administrative 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; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


UNITED TILE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: United Tile & Stone, Inc.
         dba Tile Wordl of Italy
        5502 Anderson Rd.
        Tampa, Fl 33614

Bankruptcy Case No.: 08-19499

Type of Business: The Debtor makes and sells ceramic floor & wall
                  tiles.

                  See: http://www.twiflorida.com/

Chapter 11 Petition Date: December 8, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: M. Lynn Pope, Esq.
                  mlplaw@yahoo.com
                  David W. Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sovereign Bank                 Pro Edge III;     $191,000
3 Huntington Quadrangle        Bridge Cutting
Suite 101N                     Machine Tools; 2
Melville, NY 11747             Cutting Machine

Paolo G. Plazza                                  $132,249
17308 Carriage Way
Odessa, FL 33556

Unicom                                           $123,380
Flumendosa 7
41040 Spezzano Di Fiorano
Modense
Modena Italy

NOAT SRL                                         $98,014

Crevisa                                          $112,321

Caterina Plazaa                                  $95,458

Marcello Regoci                                  $91,800

Grein Italia                                     $82,337

Florida Dept. of Revenue       sales & use tax   $87,838

Stone Interiors dbs PRP        PRP export and    $86,771
USA                            vintage granite

Francisco Segura & Galvan                        $82,024

PRP Exports                    supplier          $75,046

Doug Beldon Tax Collector      intangible taxes  $69,070
                               2007

Sterling Bank                  SL50 CNC Machine; $69,000
                               Pro Edge Shaper

Antolini Luigi                                   $65,004

Stefano Plazaa                                   $64,455

M&T Credit                     edge polisher     $60,000

Graniti Export                                   $40,460

FCCI Insurance Company         vendor            $34,436

Trenam, Kemker                 legal fees        $33,620

The petition was signed by president Liborio Mario Plazza


UNIVERSAL CORP: S&P Assigns 'BB' Preferred Stock Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt rating and 'BB' preferred stock rating to
Universal Corp.'s Rule 415 shelf registration for debt securities
and preferred stock.  The new shelf has an indeterminate aggregate
initial offering amount for debt securities and preferred stock.

The ratings on Richmond, Virginia-based Universal reflect its
position as one of the largest independent processors and
distributors of leaf tobacco and its intermediate financial risk
profile.  This is tempered by the business challenges in which the
company operates: global competition, a weak U.S. dollar, customer
concentration risk, and declining cigarette consumption in most
mature worldwide markets.  In addition, Universal's ability to
manage through the inherent supply and demand volatility in
worldwide leaf tobacco is a key factor in S&P's analysis.

S&P expects that Universal will maintain a moderate financial
policy and fairly stable credit protection measures.  Debt
leverage is expected to remain, on average through the tobacco
cycle, in the mid-2x area, even if margins contract by 200 basis
points, which could occur due to the volatility in commodity cost
and foreign currency.

                           Ratings List

             Universal Corp.           BBB-/Stable/--

                         Rating Assigned

                         Rule 415 shelf
     Senior unsecured/preferred stock      BBB-/BB (prelim)


USP SPC: S&P Cuts Rating on Jackson 2006-IIA Notes to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the notes
issued by USP SPC, acting for the account of Jackson 2006-IIA, to
'D' from 'CCC-'.

The downgrade reflects the reduction of the outstanding principal
amount of the notes from USP SPC, acting for the account of
Jackson 2006-IIA, to zero due to cash settlement payments related
to various credit events.

                          Rating Lowered

                              USP SPC
                         Jackson 2006-IIA

                      Rating           Balance (million)
                      ------           -----------------
                    To       From      To          From
                    --       ----      --          ----
          Notes     D        CCC-      0.000      $47.578

            JPMorgan Commercial Mortgage Finance Corp.
   Commercial mortgage pass-through certificates series 1997-C5

          Class      Rating          Credit enhancement
          -----      ------          ------------------
          G          CCC-                        0.33%


VERASUN ENERGY: Court OKs $230MM DIP Financing on Final Basis
-------------------------------------------------------------
Bankruptcy Law360 reports that VeraSun Energy Corp. has obtained
approval, on a final basis, from the United States Bankruptcy
Court for the District of Delaware to use a financing package of
more than $230 million to help fund operations while the company
reorganizes under Chapter 11 protection.

As reported by the Troubled Company Reporter on November 13, 2008,
a $190,000,000 component of the DIP Loans for the VSE Debtors
provided by certain holders of the 9-7/8% Senior Secured Notes due
2012 will mature on the earliest of (i) November 30, 2009, (ii)
November 5, 2009 if the final order approving the VSE Loans has
not been entered on or before this date, (iii) confirmation by the
Court of a plan of reorganization, or (iv) the acceleration of the
VSE Loans or the termination of the VSE Lenders' commitments in
accordance with the final loan documentation.

The TCR said the commitment of the VSE Lenders to provide VSE
Loans is subject to a number of conditions, including completion
of final loan documentation satisfactory in form and substance to
the VSE Lenders and the administrative agent for the VSE Lenders,
and final approval by the Court, on or before November 17, 2008.
Failure to meet the condition will constitute an event of default
and will result in the VSE Loans becoming immediately due and
payable.

Subject to a $1,000,000 professional fee carve-out, the VSE Loans
will be secured by a first priority, priming security interest on
the property, plant and equipment of the VSE Obligors and a
junior security interest on the accounts receivable and inventory
of the VSE Obligors -- junior to the security interests of the
lenders under VeraSun's $125,000,000 revolving credit facility
with UBS Securities LLC, UBS AG, Stamford Branch, and UBS Loan
Finance LLC.

The $25,000,000 DIP Loans for certain VSE Debtors to be provided
by AgStar Financial Services, PCA, will mature on November 3,
2009.  The Interim Facility will mature on the earlier of the
entry of a final order of the Court approving the final loan
documentation or Dec. 10, 2008.

                 About VeraSun Energy Corporation

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- is a producer
and marketer of ethanol and distillers grains. Founded in 2001,
the company has a fleet of 16 production facilities in eight
states, with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No.: 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


WACHOVIA BANK: S&P Upgrades Rating on Class O Certificates to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C3.
Concurrently, S&P affirmed its ratings on 10 other classes from
the same series.

The upgrades reflect increased credit enhancement levels resulting
from a 16% paydown in the mortgage pool balance since issuance, as
well as the defeasance of the collateral securing 19%
($146.2 million) of the pool.  The affirmations reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Nov. 17, 2008, remittance report, the collateral pool
consisted of 120 loans with an aggregate trust balance of
$789.5 million, compared with 130 loans totaling $937.3 million at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 93.8% of the pool, excluding the
defeased loans; 87.6% of the servicer-reported information was
year-end 2007 or interim-2008 data.  Based on this information,
S&P calculated a weighted average debt service coverage of 1.59x,
compared with 1.51x at issuance.  There is one loan ($7.2 million,
1%) with the special servicer, LNR Partners Inc., which is
discussed below.  In addition, four other loans ($23 million, 3%)
in the pool are 30-plus-days delinquent and are in the process of
being transferred to LNR, which will be reflected in the next
remittance report.  Apart from these loans, there are no other
delinquent loans in the pool.  To date, the trust has not incurred
any losses.

The top 10 loans have an aggregate outstanding balance of
$229.3 million (29%) and a weighted average DSC of 1.49x, compared
with 1.48x at issuance.  The aforementioned debt service
calculation excludes the ninth- and 10th-largest loans, which are
not subject to annual reporting requirements.  The fourth-largest
loan appears on the watchlist.  S&P reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans.  One property was characterized as "excellent,"
while the remaining collateral was characterized as "good."

There are four loans ($16.6 million) in the pool that have
reported low DSCs, and three of them are credit concerns.  The
three loans that are credit concerns are secured by office,
industrial, and multifamily properties with an average balance of
$3.4 million.  They have experienced a weighted average decline in
DSC of 51% since issuance.  The properties have experienced a
combination of declining occupancy and higher operating expenses
since issuance, and S&P does not expect their DSCs to improve in
the near future.

There is one loan with the special servicer.  The Hesperian Retail
Center loan ($7.2 million, 1%) is secured by a 38,990-sq.-ft.
retail property in Hayward, California.  The loan was transferred
to LNR in July 2008 because the sponsor transferred its ownership
interests without the lender's consent.  The loan is current.  LNR
is working with the borrower to cure the default, and S&P expect
that the loan will be returned to the master servicer in the near
future.  The property is 51% occupied by Office Depot and 37%
occupied by Walgreens.  As of Dec. 31, 2007, the DSC was 1.50x and
occupancy was 100%.

There are four loans in the process of being transferred to the
special servicer: the Highland Point loan ($7.9 million, 1%), the
Highland Manor loan ($6.6 million, 0.8%), the Highland Club loan
($5.7 million, 0.7%), and the Highland Arms loan ($3.2 million,
0.4%) are 30-plus-days delinquent.  The loans are secured by
multifamily properties in Georgia and share the same sponsor.  The
borrowers indicated that they will not be able to make future debt
service payments, and as a result the loans are in the process of
being transferred to LNR.  As of June 30, 2008, the DSC and
occupancy for the properties, respectively, were 1.46x and 90% for
Highland Point; 1.19x and 88% for Highland Manor; 1.06x and 89%
for Highland Club; and 1.15x and 92% for Highland Arms.

Wachovia reported a watchlist of 21 loans ($107.9 million, 14%).
The Avalon Heights Apartments loan is the fourth-largest exposure
($22.1 million, 3%) and is secured by a 208-unit multifamily
property in Tampa, Florida.  The loan appears on the watchlist
because the property reported a year-end 2007 DSC of 1.09x.  The
property's performance has improved since then; as of June 30,
2008, the DSC was 1.31x and occupancy was 96%.

S&P stressed the loans on the watchlist and other loans with
credit issues as part of its analysis.  The resultant credit
enhancement levels support the raised and affirmed ratings.

                         Ratings Raised

             Wachovia Bank Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2003-C3

                      Rating
                      ------
          Class     To      From        Credit enhancement
          -----     --      ----        ------------------
          G         A+      A-                      11.28%
          H         A       BBB+                     9.65%
          J         BBB     BBB-                     6.83%
          L         BB      BB-                      4.75%
          M         BB-     B+                       4.45%
          N         B+      B                        3.56%
          O         B       B-                       2.97%

                        Ratings Affirmed

             Wachovia Bank Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2003-C3

            Class    Rating            Credit enhancement
            -----    ------            ------------------
            A-1      AAA                           25.38%
            A-2      AAA                           25.38%
            B        AAA                           20.78%
            C        AAA                           19.14%
            D        AA+                           15.88%
            E        AA                            14.25%
            F        AA-                           12.91%
            K        BB+                            5.64%
            IO-I     AAA                             N/A
            IO-II    AAA                             N/A

                  N/A - Not applicable.


WACHOVIA CORP: Court Rejects Shareholder Suit to Stop Merger
------------------------------------------------------------
Bankruptcy Law360 reports that Judge Albert Diaz of the North
Carolina Business Court denied a shareholder's request for
preliminary injunction against the $11.7 billion merger deal
between Wells Fargo and Wachovia Corp.  The ruling, according to
Bankruptcy Law360, paves the way for the merger to move forward.

As reported by the Troubled Company Reporter, Scott Lanman at
Bloomberg News said the Federal Reserve's Board of Governors
unanimously approved on Oct. 12, Wells Fargo's takeover of
Wachovia.  TCR said the takeover is valued at $12.2 billion.

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is one of the nation's diversified
financial services companies, with assets of $812.4 billion at
June 30, 2008.  Wachovia provides a broad range of retail banking
and brokerage, asset and wealth management, and corporate and
investment banking products and services to customers through
3,300 retail financial centers in 21 states from Connecticut to
Florida and west to Texas and California, and nationwide retail
brokerage, mortgage lending and auto finance businesses.  Clients
are served in selected corporate and institutional sectors and
through more than 40 international offices.  Its retail brokerage
operations under the Wachovia Securities brand name manage more
than $1.1 trillion in client assets through 18,600 registered
representatives in 1,500 offices nationwide.  Online banking is
available at wachovia.com; online brokerage products and services
at wachoviasec.com; and investment products and services at
evergreeninvestments.com.

Wachovia was exposed to large mortgage losses as a result of its
2006 purchase of mortgage lender Golden West Financial Corp.,
according to The Wall Street Journal.  The company, WSJ stated,
has believed total losses for Golden West's payment option loan
portfolio could eventually reach 12%, up from previous forecasts.

Wachovia Corp. reported a $23.89 billion net loss in the third
quarter of 2008.

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Fitch has upgraded Wachovia's IDR to 'A+' from 'BB-' and placed it
on Rating Watch Positive, along with the 'A+' senior debt of
Wachovia and subsidiaries, following Wells Fargo & Company's
definitive agreement to acquire Wachovia Corporation and
subsidiaries.

As reported in the Troubled Company Reporter on Oct. 1, 2008,
Standard & Poor's Ratings Services placed all its ratings on
Wachovia Corp. and Wachovia Bank on CreditWatch with negative
implications.  S&P also lowered its DRD Series J and K
and convertible preferred stock Series L ratings on Wachovia
Corporation to 'BB' from 'A-', as these securities will not be
acquired and will continue to reside with the new Wachovia.


WCI COMMUNITIES: Seeks Court Nod on Gulf Harbour Turnover Pact
--------------------------------------------------------------
WCI Communities, Inc. and its debtor affiliate ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
turnover agreement relating to The Gulf Harbour Golf & Country
Club.

The Debtors also seek permission to consummate the contemplated
transaction, including the sale of WCI memberships, inventory and
supplies; and reject certain WCI contracts.

The Gulf Harbour Golf & Country Club, Inc., is an equity club
located in Fort Myers, Florida, which offers to its members a
golf course, several tennis courts, a clubhouse, a restaurant,
dining rooms and a fitness center.  The Debtors manage and
operate the Club pursuant to a 1999 Management Agreement.  The
Debtors also have access to the Club's facilities pursuant to a
1999 Marketing, Access and Use agreement.  In addition, the
Debtors and the Club entered into a club acquisition agreement,
pursuant to which the Debtors transferred certain club facilities
to the Club and agreed to renovate certain facilities for the
benefit of the Club.

Pursuant to a Membership Plan, the Club issued 400 golf
memberships and 1,000 sports memberships.  The Debtors currently
own seven golf memberships and 304 sports memberships.

The Membership Plan contemplates that control of the Club and all
of its facilities will not be transferred to equity members until
December 31, 2009.  However, in light of the Debtors' bankruptcy
filing and uncertain financial status, an early turnover
committee was established by equity members on behalf of the Club
to facilitate and expedite the transfer of control of the Club
from the Debtors to the equity members.

Accordingly, Jeffrey M. Schlerf, Esq., at Bayard P.A., in
Wilmington, Delaware, discloses, the Turnover Committee engaged
in discussions with the Debtors and ultimately agreed on the
terms of a Turnover Agreement.

The salient terms of the Turnover Agreement are:

  -- Control of the Club and its facilities will be transferred
     to equity members on December 31, 2008.  All members of the
     Club's board assigned by the Debtors will resign and equity
     members will be elected to take over.

  -- The Debtors will reject, as of the Turnover Date, all
     leases, service contracts and other agreements between the
     applicable lessor/vendor and the Debtors that relate to the
     operation of the Club.  A list of the Contracts to be
     rejected is available for free at:

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

  -- The Turnover Agreement will become effective when it is
     ratified by affirmative votes of a majority of the equity
     members, exclusive of any equity members held by or for the
     benefit of the Debtors, and after the Court enters a final
     order approving it.

  -- On the Turnover Date, the Debtors will provide a bill of
     sale for the equipment and other personal property owned by
     the Debtors, located at the Gulf Harbour Club and used
     primarily in the operation of the facilities.

  -- On the Turnover Date, the Debtors will assign all
     assignable licenses and permits, provided that any cure
     amounts required to be paid pursuant to Section 365 of the
     Bankruptcy Code will be paid by the Club.

  -- On the Turnover Date, the Club will pay the Debtors an
     amount equal to:

        (a) the cost of food, beverage and merchandise or pro
            shop inventory then on hand not exceeding $100,000;

        (b) the cost of supplies used in maintenance and
            operation estimated to be $16,000; and

        (c) amounts prepaid for contracts which will benefit the
            Club after the Turnover Date.

  -- On the Turnover Date, among others, utility bills, real
     estate taxes, rents, payroll, and other accrued or prepaid
     expenses will be prorated.

  -- On the Turnover Date, the Debtors will assign all of their
     rights and titles in the WCI Memberships, free and clear of
     all liens and claims.

     The Debtors will not sell any of their seven Golf
     Memberships as of the date of the Turnover Agreement.  They
     have the right to sell the Sports Memberships until the
     Turnover Date, at a price not less than $7,000 a piece.

     In consideration of the WCI Memberships turnover, the Club
     will pay the Debtors $960,000, reduced by $50,000 for major
     repair items.

"The expedited sale of the WCI Memberships will generate
significant and immediate revenue for the Debtors," Mr. Schlerf
maintains.

The Court will convene a hearing on the Debtors' request on
December 17, 2008.  All objections, if any, must be filed no
later than December 16.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WCI COMMUNITIES: Gets Plan Exclusivity Until April 1
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
WCI Communities, Inc. and its debtor affiliates' exclusive period
for filing a Chapter 11 plan through and including April 1, 2009.
The Court also extended the period within which the Debtors may
solicit acceptances of that plan, through including June 1, 2009.

The Court's Order is without prejudice to the Debtors' right to
request further extensions of the Exclusive Periods pursuant to
Section 1121(d) of the Bankruptcy Code.

In requesting for an extension, the Debtor's counsel, Jeffrey M.
Schlerf, Esq., at Bayard P.A., in Wilmington, Delaware, explained
that the Debtors are in the process of modifying and adapting
their business strategies to preserve and optimize
value. "Until such business plan can be developed and vetted with
the Debtors' key stakeholders, efforts to propose and file a
Chapter 11 plan in this current tumultuous and unstable market
would be premature," Mr. Schlerf contends.

The Court approved the extension amid reservations by the Debtors'
lenders, including Bank of America.

The Debtors successfully negotiated and closed a $150,000,000 DIP
credit facility and obtained authority from the Court to, among
other things, continue selling homes in the ordinary course of
business and honor warranty and other obligations.

Bank of America N.A., as administrative agent on behalf of the
Debtors' Revolver Lenders, said it does not object to the
requested 120-day exclusivity period extension.  However, it
seeks that any extension of exclusivity be conditioned on the
Debtors meeting certain milestones designed to show significant
progress toward the confirmation of a plan of reorganization,
including:

  (1) The delivery of a business plan to the Agent for the DIP
      Lenders, the Agent for the Prepetition Revolver Lenders,
      the Agent for the Prepetition Term Lenders, and the
      Official Committee of Unsecured Creditors no later than
      December 31, 2008; and

  (2) The delivery of a term sheet outlining the principal terms
      of a plan of reorganization or plans of reorganization to
      the Notice Parties no later than February 15, 2009.

If the Debtors are unable to meet these Milestones, BofA contends
that the Court should terminate the Debtors' exclusivity.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WCI COMMUNITIES: Court Fixes Feb. 2, 2009 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has fixed
February 2, 2009, as the last date and time by which parties-in-
interest can file proofs of claim against WCI Communities, Inc.
and its debtor affiliates' or be forever barred.

The Debtors will serve a notice of the Bar Date by December 12,
2008 to all known creditors, shareholders, and other parties-in-
interest.

The purpose of the Bar Date is to provide a deadline to identify
any possible unknown claims against the Debtors' estates and to
give parties additional certainty regarding the magnitude of
claims against the Debtors' estates, Jeffrey M. Schlerf, Esq., at
Bayard P.A., in Wilmington, Delaware, relates.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WCI COMMUNITIES: Reaches Deal w/ Safeco Insurance on Lawsuit
------------------------------------------------------------
At a hearing before the U.S. Bankruptcy Court for the District of
Delaware, WCI Communities, Inc., and Safeco Insurance Company
reached a settlement agreement to dismiss lawsuits between the two
parties without prejudice, with each party to bear its own
attorney's fees and costs.

In adversary proceedings filed separately with the Court, the
Debtors had filed charges against Safeco with respect to four
performance bonds, aggregating $4,143,415.  The charges include:

-- breach of contract,
-- breach of implied covenant of good faith and fair dealing,
-- violation of Florida Unfair & Deceptive Trade Practices Act,
-- tortious interference with contractual rights,
-- tortious interference with business relationships,
-- fraud,
-- libel or defamation, and
-- conversion.

On October 10, 2008, Debtor MHI-Rugby Road LLC initiated another
complaint against Safeco with regard to a performance bond Safeco
issued for $2,611,644 to guarantee satisfactory completion of a
project.

Safeco responded and sought dismissal of the complaints against
it.

On behalf of Safeco, Alberta L. Adams, Esq., at Mills Paskert
Divers, in Tampa, Florida, contended that the Debtors' claims are
barred under a general agreement of indemnity between the Debtors
and Safeco.  She adds that pursuant to the Indemnity Agreement,
the Debtors expressly agreed that they would procure the
discharge of Safeco from any bond.

Under the Indemnity Agreement, Ms. Adams notes that the principal
has the obligation of exonerating and indemnifying the surety,
and the principal has no rights under the bond.  "The relief
sought by [the Debtors] would turn the surety relationship on its
head," Ms. Adams said.

Ms. Adams further notes that Safeco had the right to cancel the
subject bond and in fact, the Debtors requested that Safeco
cancel another bond, recognizing the surety's right to do so.
Thus, the Debtors cannot maintain a claim as a matter of law
based on Safeco's cancellation of the subject bond, she
maintains.

In addition, Ms. Adams argued that the Debtors failed to state a
cause of action against Safeco as the subject bonds run in favor
of the named oblige, and not the Debtors.

Ms. Adams contends that bankruptcy courts hold that bonds are not
property of a debtor's principal estate.  Since the Debtors have
no right under the bonds, the Debtors cannot challenge the
cancellation of the bonds.

Ms. Adams also contended that the subject bonds are financial
accommodations, which cannot be assumed.  Thus, she avers, the
Debtors have no rights in the bonds.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WCI COMMUNITIES: Carl Icahn Dumps All 6,000,000 Shares
------------------------------------------------------
Icahn Associates Corp. and its affiliated companies, in a
regulatory filing with the Securities and Exchange Commission,
disclose that as of December 4, 2008, they, other than Carl
Icahn, no longer beneficially own any WCI Communities, Inc.
shares.

The affiliates of Icahn Associates are:

  - High River Limited Partnership
  - Hopper Investments LLC
  - Barberry Corp.
  - Icahn Partners LP
  - Icahn Onshore LP
  - Icahn Partners Master Fund LP
  - Icahn Offshore LP
  - Icahn Capital LP
  - IPH GP LLC
  - Icahn Enterprises Holdings L.P.
  - Icahn Enterprises G.P. Inc.

On December 4, 2008, the Icahn Entities sold in a privately
negotiated transaction, shares aggregating 6,096,175 for $0.02 to
an undisclosed buyer who said that it was acquiring the shares
for investment purposes:

  -- About 1,279,725 of the WCI Shares were sold by High River
     Limited Partnership.

  -- About 2,901,892 WCI Shares were sold by Icahn Partners LP.

  -- About 1,914,558 WCI Shares were sold by Icahn Partners
     Master Fund LP.

As a result of the Transaction, the Icahn Entities ceased to be
beneficial owners of more than 5% of WCI total outstanding shares
issued.

Mr. Icahn beneficially owns 3,848 shares of WCI common stock.
Mr. Icahn's shares constitute 0.007% of WCI's 53,213,252
outstanding shares issued as of June 30, 2008.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

(WCI Communities Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WESTMORELAND COAL: Unit Gets 30-Day Extension of Revolving Loans
----------------------------------------------------------------
Westmoreland Resources, Inc., a subsidiary of Westmoreland Coal
Company, entered into a second amendment to the Business Loan
Agreement dated Oct. 29, 2007, as amended, and a Change in Terms
Agreement, with First Interstate Bank, Billings, Montana.

Westmoreland Coal Company is guarantor of WRI's obligations under
the Loan Agreement and has pledged 100% of WRI's common stock to
FIB as collateral to secure such guaranty.  The Loan Agreement
provided WRI, as borrower, a $8,500,000 term loan and a
$20,000,000 revolving line of credit.  The revolving line of
credit was originally set to mature on Oct. 28, 2008.

The company disclosed in a regulatory filing with the Securities
and Exchange Commission that on Oct. 28, 2008, WRI entered into a
30-day extension of its revolving line of credit.  Borrowings
during the extension period were limited to $10,000,000, a
reduction from the $20,000,000 of borrowings available prior to
the extension.  The reduction in borrowing capacity was due to the
withdrawal of a participant bank from the credit facility.

Pursuant to the amendment and the changes in terms agreement, the
revolving line of credit has been extended to Nov. 19, 2009, and
the amount of borrowings available under the revolving line of
credit is restored to the original amount of $20,000,000.  The
interest rate will be the prime rate, subject to a floor of 6% per
annum and a ceiling of 8% per annum.

A full-text copy of the amendment no. 2 to business loan agreement
is available for free at http://ResearchArchives.com/t/s?35c4

A full-text copy of the change in terms agreement is available for
free at http://ResearchArchives.com/t/s?35c5

                 About Westmoreland Coal Company

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.

The company's coal operations include coal mining in the Powder
River Basin in Montana and lignite mining operations in Montana,
North Dakota and Texas.  Its current power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina.

Westmoreland Coal Company's balance sheet at Sept. 30, 2008,
showed total assets of $811,472,000 and total liabilities of
$1,003,610,000 resulting in a shareholders' deficit of
$192,138,000.


WESTMORELAND COAL: Sept. 30 Balance Sheet Upside-Down by $192MM
---------------------------------------------------------------
Westmoreland Coal Company's balance sheet at Sept. 30, 2008,
showed total assets of $811,472,000 and total liabilities of
$1,003,610,000 resulting in a shareholders' deficit of
$192,138,000.

Westmoreland Coal reported net loss of $3,153,000 in three months
ended Sept. 30, 2008, compared with net loss of $7,028,000 for the
same period in the previous year.

The company stated that the results were negatively impacted
during third quarter 2008 by a $2,600,000 charge taken for the
anticipated settlement of two coal royalty claims and $800,000
charge for an other-than-temporary impairment of marketable
securities.  Third quarter 2008 also benefited from a $900,000
gain on the sale of our interest in the Ft. Lupton power project.
The third quarter of 2007 was negatively impacted by a
$1,700,000 restructuring charge and a $1.1 million write-off of
inventory associated with the new contract at our Jewett Mine.

For nine months ended Sept. 30, the company incurred net loss of
$32,218,000 compared with net loss of $10,262,000 for the same
period in the previous year.

                             Liquidity

In the first nine months of 2008, the company took three
significant steps to improve liquidity:  First, on March 4, 2008,
the company completed the sale of $15,000,000 in senior secured
convertible notes to an existing stockholder.  Second, on March
17, 2008, its Westmoreland Partners subsidiary completed a
refinancing of the ROVA Power Project debt.  The refinancing paid
off all outstanding bank borrowings, bond borrowings, and the ROVA
acquisition loan, and eliminated the need for the irrevocable
letters of credit, which supported the bond borrowings.  Lastly,
on June 26, 2008, its Westmoreland Mining subsidiary completed a
refinancing of its term and revolving debt. The refinancing
extended the repayment schedule through 2018, with principal
payments starting in 2011.  As a result of these steps, working
capital improved by $73,900,000 from Dec. 31, 2007 to
Sept. 30, 2008.

In addition, after the end of the third quarter on Oct. 16, 2008,
its Westmoreland Resources, Inc. subsidiary entered into a series
of transactions in order to enable WRI to more fully monetize the
Indian Coal Production Tax Credits available to it.  If a
favorable Private Letter Ruling is received from the Internal
Revenue Service on the transactions, the company could realize net
cash flows of up to $37,100,000 before taxes, through 2012.

Full-text copies of the company's consolidated financial
statements for the quarter ended , are available for
free at http://ResearchArchives.com/t/s?35c6

On November 10, the company received a notice of late filing from
the Securities and Exchange Commission.  The company's delayed
filing was due to the discussions it had with the lender to one of
its subsidiaries, Westmoreland Resources, Inc., regarding the
renewal of a line of credi.  The company needed additional time to
proceed with these discussions and complete its preparation of the
Quarterly Report on Form 10-Q.

                 About Westmoreland Coal Company

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.

The company's coal operations include coal mining in the Powder
River Basin in Montana and lignite mining operations in Montana,
North Dakota and Texas.  Its current power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina.


WOLF HOLLOW: S&P Junks Rating on $110 Mil. Second-Lien Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
electricity generator Wolf Hollow I L.P.'s $260 million senior
secured bank facility and $30 million working capital facility to
'B' from 'B+'.  The $260 million senior secured bank debt consists
of a $156 million senior secured term loan ($121 million
outstanding as of Sept. 30, 2008), a $104 million synthetic letter
of credit, and a $30 million working capital revolver.

At the same time, S&P lowered the rating on the $110 million
second-lien senior secured term loan maturing in December 2012 to
'CCC+' from 'B-'.  The recovery ratings of '1' (indicating
expectation of very high (90%-100%) in the event of a payment
default) on the first-lien facilities and '4' (average; 30%-50%
recovery) on the second-lien facilities remain unchanged.  The
outlook on both issues remains negative.

"The ratings action and continued negative outlook follow
sustained operational and financial difficulties for Wolf Hollow
resulting from multiple maintenance outages in each of the first
three quarters of 2008," said S&P's credit analyst Justin Martin.

The outages have adversely affected financial performance through
increased repair costs and lower revenues under the power purchase
agreement with Exelon Corp. (BBB/Watch Neg/A-2) and the J. Aron &
Co. heat-rate call option.

In addition, a restatement of repair and restore expenses for the
second quarter (expenses that are excluded from operating and
maintenance cost figures used to calculated cash available for
debt service) resulted in revised debt service coverage ratios of
1.21x (versus 1.23x previously reported), only 0.01x above the
financial covenant requirement of 1.20x.  Third-quarter coverage
was exactly 1.20x, highlighting the increased exposure to a
technical default in the event of a covenant violation.

The negative outlook on Wolf Hollow reflects S&P's belief that the
plant will experience a debt service coverage ratio for the fourth
quarter that is close to the 1.20x ratio required by the credit
agreement.  Although the plant's total leverage is low for the 'B'
rating, the proximity to a technical default raises the concern
that lenders may accelerate the loans.  If coverage ratios (as
calculated by the credit agreement) reach 1.25x-1.3x within the
next four quarters, S&P would consider raising the rating.
Conversely, if they decline below 1.20x or liquidity further
deteriorates, a downgrade may result.  From a market perspective,
a sustained decrease in regional heat rates below 9 mmBtu/MWh
would also lower the earnings potential while increasing
refinancing default.  By the same token, improved availability and
operating efficiency (three to four quarters at 7.1 mmBtu/MWh and
no urgent maintenance outages) could resolve the outlook and S&P
could raise the rating.


X-CHANGE CORP: Posts $871,205 Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Kathleen Hanafan, chief executive officer, and Wm Chris Mathers,
chief financial officer, disclosed in a regulatory filing with the
Securities and Exchange Commission that as of September 30, 2008,
the X-Change Corporation's balance sheet showed total assets of
$1,570,452, and total liabilities of $1,507,402, resulting in
total stockholders' equity of $63,050.  For the quarter ended
September 30, 2008, the company posted a net loss of $871,205.

"Our operations generated losses in 2007 and continued to generate
losses in the first nine months of 2008.  Our net loss for the
nine months ended September 30, 2008 was $2,404,464.  For the nine
months ended September 30, 2008, we recorded stock based
compensation expense in the amount of $130,299, paid in kind
accrued interest of $139,036, amortization of financing fees of
$123,897 and amortization of debt discount in the amount of
$694,311.  Accounts payable decreased $398,927 for the nine months
ended September 30, 2008, over the same period ended 2007," Ms.
Hanafan and Mr. Mathers relate.

"There were no uses of cash flows by investing activities during
the first nine months of 2008.  Our cash decreased by $241,973
during the nine months ended September 30, 2008."

"Our working capital requirements depend on many factors including
contract extensions and new contracts.  However, our primary
source of working capital at this time comes from securing
investment financing.  If losses continue as we expect, we will
have to obtain additional funds to meet our ongoing business
requirements.  We had a working capital deficit on September 30,
2008, in the amount of $313,195."

According to Ms. Hanafan and Mr. Mathers, several conditions and
events cast doubt about the company's ability to continue as a
going concern.  "We have incurred substantial losses in the
periods being reported.  We require additional financing in order
to fund our business activities on an ongoing basis.  During 2007,
the company raised approximately $3 million in three separate
transactions including a private placement and two financings
structured as convertible debt.  The company closed an additional
convertible debt financing of $1.8 million on July 10, 2008.  This
financing does not provide sufficient capital to alleviate
concerns regarding our ability to continue as a going concern."

"Our future capital requirements will depend on numerous factors
including, but not limited to, our ability to perform on current
and future development contracts and the commercialization
thereof."

"We do not have sufficient working capital to sustain our
operations.  We have been unable to generate sufficient revenues
to sustain our operations.  We will have to continue to obtain
funds to meet our cash requirements through business alliances or
financial transactions with third parties, the sale of securities
or other financing arrangements, or we may be required to curtail
our operations, seek a merger partner, or seek protection under
federal bankruptcy laws.  Any of the foregoing may be on terms
that are unfavorable to us or disadvantageous to existing
stockholders.  In addition, no assurance may be given that we will
be successful in raising additional funds or entering into
business alliances."

"The company has incurred substantial costs in maintaining its
status as a reporting public company including dealing with recent
SEC reviews.  The company has also incurred substantial costs
associated with raising capital for its continued operations.
Management is continually reviewing these costs on an on-going
basis."

"We are considering alternatives with respect to our intellectual
property in areas outside the oil and gas industry including our
GenuDot system.  In evaluating these technologies, we may consider
readdressing the marketplace, joint ventures or outright sales of
these technologies."

"Our auditors have included an explanatory paragraph in their
audit opinion with respect to our consolidated financial
statements at December 31, 2007.  The paragraph states that our
recurring losses from operations and resulting continued
dependence on access to external financing raise substantial doubt
about our ability to continue as a going concern.  Furthermore,
the factors leading to and the existence of our going concern
status may adversely affect our relationship with customers and
suppliers and have an adverse effect on our ability to obtain
financing."

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

                   About X-Change Corporation

The X-Change Corporation was incorporated under the laws of the
State of Delaware on February 5, 1969, and changed its domicile to
the State of Nevada on October 4, 2000.  AirGATE Technologies,
Inc., is the sole operating subsidiary of the company.  AirGATE is
developing end-to-end solutions in wireless technologies including
radio frequency identification for the business-to-business
customer.  The company focuses on products and services in
vertical markets, especially the oil and gas industry.


* Fitch Says Weak Demand Could Spur Wireless Substitution
---------------------------------------------------------
Fitch Ratings has reviewed the third quarter operating results of
the largest telecommunication service providers, and believes that
the current economic environment can lead to an acceleration of
the pace of wireless substitution making consumer wire-line
services, which historically have been very defensive in periods
of weak economic demand, more sensitive to the economic cycle.

However, the scale and revenue growth generated from facilities
based video services offered by the largest telephone companies is
beginning to offset legacy voice revenue declines associated with
access line losses and stabilizing consumer retail segment
revenues, according to a Fitch special report published Dec. 8,
2008.  Access-line losses at the three regional Bell operating
companies continue to accelerate.  During the third quarter of
2008, the RBOCs collectively lost approximately 2.8 million access
lines, reflecting 53% deterioration relative to the same period
last year and a 10% sequential decline.  Continued strong
operating momentum within the wireless businesses at Verizon
Wireless and AT&T demonstrate that their respective leading
competitive positions remain strong.  Cable MSO subscriber trends
in the third quarter were generally soft; however, financial
results were relatively steady given the economic and competitive
environment.  In total, the three largest cable multiple system
operators added approximately 1.3 million revenue generating units
reflecting a 16.5% year-over-year decline relative to the third
quarter of 2007.

Trends identifying the scope and depth of the competitive overlap
of leading telecommunications operators can be found in Fitch's
U.S. Communications Industry Leaders Competitive Scorecard special
report for the third quarter of 2008.  The report compares the
competitive positions of the leading local exchange carriers,
cable MSOs, wireless service providers and direct broadcast
satellite operators.  The report summarizes key operating metrics
financial statistics, particularly related to key forecast items
such as revenue growth, margin changes, capital re - investment
and debt.  Additionally, the report includes summary comments
concerning key developments in the quarter.


* Moody's Reports Spike in Rating Cuts of Non-Profit Hospitals
--------------------------------------------------------------
An escalation in rating downgrades of not-for-profit hospitals in
the fourth quarter points to the negative effects on the sector of
a rapidly weakening economy, restricted access to capital,
investment losses, and the growing risks associated with variable
rate debt, says Moody's Investors Service in a new report.

"We expect there to be a heightened number of downgrades over the
next year as virtually all rated healthcare credits are facing
some degree of credit stress due to these factors," said Moody's
Vice President Lisa Goldstein.  "Our report discusses the credit
implications for the sector and outlines some steps management
teams are taking to mitigate challenges."

Moody's downgraded 18 hospital bond ratings in October and
November while upgrading only one -- a sharp increase in
downgrades for the first nine weeks of a quarter and a notable
departure from the nearly equal ratios of upgrades to downgrades
in recent quarters.

The primary factors for the downgrades cited by the Moody's report
include the softening of revenue caused by patients deferring
elective procedures, intensifying competition for insured patients
with other hospitals and physician groups, and weaker financial
performance as rising unemployment is causing increased charity
care and bad debt expense.

"Material declines in liquidity positions as many hospitals have
suffered material losses in their investment portfolios is another
problem along with large increases in leverage as some hospitals
pursue aggressive capital investment strategies," said Goldstein.
"Variable rate debt structures, combined with lower liquidity,
have also resulted in increased likelihood of violating liquidity
covenants in letter of credit agreements, which could help
accelerate downgrades."

She said many hospital management teams have responded quickly to
the economic challenges that are impairing financial performance,
and include such steps as making greater use of board members'
financial and investment expertise, delays of non-essential
capital spending, and re-evaluation of the financial benefits of
new large-scale capital projects.

"Other steps include better upfront payments collection, staff
reductions, review of all vendor contracts, and outsourcing of
some services," said Goldstein.  "However, some hospitals with
union contracts set to expire in the next 12 months are finding
staff reductions to be a more delicate matter."
Still other options include service line reviews, changing
investment policies to reduce the exposure to equities and abate
declines in liquidity, and greater engagement of physician leaders
regarding financial and capital decisions to foster their support
and input.

"The overall credit stress on the sector is likely to continue for
some time," said Goldstein.  "But proactive management and engaged
board members may be able to mollify some of these risks through
thoughtful and methodical planning."


* Moody's Assesses Government Capital Purchase Impact on Insurers
-----------------------------------------------------------------
In a new report, Moody's Investors Service explores the potential
rating implications of the U.S. Government's Capital Purchase
Program, a component of the Troubled Assets Relief Program, on
insurers.

Under the CPP, the Government has made available to a broad array
of banks, thrifts and other financial institutions $250 billion of
capital in the form of preferred stock.  Jeff Berg, Senior Vice
President, and one of the authors of the report, explains:

"Although insurers are not explicitly listed as being eligible
under the CPP, certain insurers meet the criteria to participate
in the CPP by virtue of the fact that they are either owned by one
of the institutions directly eligible for TARP funding, or because
they own an eligible entity downstream."

"Moody's views the TARP capital injection as positive for insurers
that qualify and obtain funds because it can be supportive to an
insurer's regulatory capitalization and is being injected at a
time when companies have limited cost-effective access to the
capital markets" says Mr. Berg.  With that said, any insurer
participating in the CPP will be evaluated individually, focusing
on the reason for accessing TARP capital as well as the expected
use of proceeds.

Added Mr. Berg, "Since Moody's do not consider the TARP preferred
stock to be permanent, the stock will receive only 25% equity
credit under Moody's hybrid toolkit, with 75% of the proceeds
being classified as debt.  This means that insurance companies
that fully deploy TARP capital into their businesses will
experience an increase in financial leverage."

Due to the temporary nature of the capital as well as the higher
financial leverage, Moody's does not expect near-term upgrades of
insurers who receive TARP funding.

"However", adds Mr. Berg, "the addition of capital could mitigate
some downward pressure on ratings depending on how it is deployed
and whether capitalization was seen as a primary weakness for a
particular insurer."


* Moody's Says Corp. Default Rate to Reach 10.4% by End of 2008
---------------------------------------------------------------
Moody's Investors Service's default rate forecasting model now
predicts that the global speculative-grade issuer-weighted
corporate default rate will climb to 4.2% by the end of this year
and rise sharply to 10.4% a year from now.

"Corporate default rates will likely climb sharply throughout 2009
as the ongoing credit crisis leaves few options for companies
needing to refinance maturing debt or amend loan agreements that
move out of compliance with covenants," says Moody's Director of
Corporate Default Research Kenneth Emery.  "Moody's expects
distressed debt exchanges to comprise a growing share of total
defaults as they remain one of the few available options for
companies to reduce debt service burdens."

Moody's global speculative-grade default rate edged higher to 3.1%
in November, from October's revised level of 2.9% and 0.9% a year
ago.  Measured on a dollar volume basis, the default rate rose to
2.5% in November from 2.4% in October.  A year ago, the global
dollar-weighted bond default rate stood at 0.6%.

For both U.S. and European speculative-grade issuers, Moody's
forecasting model foresees default rates increasing to 4.6% and
2.6%, respectively, by the end of this year, and 10.7% and 12.5% a
year from now.

The U.S. speculative-grade default rate increased from 3.3% in
October to 3.4% in November.  At this time last year, the U.S.
default rate was 1.0%.  Measured on a dollar-weighted basis, the
default rate remained unchanged at 2.7% from October to November,
compared with 0.6% at this time last year.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Consumer Transportation
sector will be the most troubled in the U.S. and the Durable
Consumer Goods sector will have the highest default rate in
Europe.

Moody's speculative-grade corporate distress index -- which
measures the percentage of rated issuers that have debt trading at
distressed levels -- closed at 51.8% in November, up from 48.5% in
October.  The index is now at its highest level since it began in
1996.  A year ago, the index was much lower at 8.0%.

There were a total of eight rated corporate debt defaulters in
November.  All but one are based in North America (five from the
U.S. and two from Canada).  The only exception is Cap Cana, S.A.
which is based in the Dominican Republic.

In the year to date, a total of 80 Moody's-rated corporate issuers
have defaulted this year, compared with 17 defaults for the same
period last year.  Of the 80 defaulters, 66 are from the U.S. and
Canada and nine are from Europe

In the leveraged loan market, a total of three Moody's-rated
issuers defaulted on loans in November.  The trailing 12-month
U.S. leveraged loan default rate closed at 2.9% in November,
unchanged from the previous month.  A year ago, the leveraged loan
default rate was much lower at 0.1%.


* S&P Downgrades Ratings on 49 Classes From 15 Subprime RMBS Deals
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 49
classes of pass-through certificates from 15 U.S. subprime
residential mortgage-backed securities transactions issued between
1998 and 2004 from various issuers.  At the same time, S&P removed
three of the lowered ratings from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on 77 other
classes of certificates from these and three additional deals.

The lowered ratings reflect the deterioration of available credit
support for the affected transactions, as well as S&P's loss
expectations based on the dollar amount of loans currently in the
delinquency pipelines of the downgraded transactions.  Because the
remaining pool balances for transactions with lowered ratings are
becoming smaller, the potential losses from delinquent loans could
have a more significant impact on the credit support available for
the remaining classes.  Based on the current collateral
performance of these transactions, S&P project that future credit
enhancement percentages will be insufficient to maintain the
ratings at their previous levels.

As of the Oct. 25, 2008, distribution date, cumulative losses for
the downgraded transactions ranged from 0.62% to 9.08% of the
original pool balances.  Total delinquencies ranged from 8.50% to
53.35% of the current pool balances, while severe delinquencies
(90-plus days, foreclosures, and real estate owned) ranged from
6.88% to 23.49% of the current pool balances.

The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the October 2008 remittance report, credit
support for these classes ranged from 1.48% to 73.55% of the
current pool balances.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 0.23x to 6.26x.

A combination of subordination, excess interest, and
overcollateralization provide credit enhancement for these
transactions.  The collateral supporting these series originally
consisted of pools of U.S. subprime fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Rating Actions

         Citigroup Mortgage Loan Trust, Series 2004-RES1
                      Series      2004-RES1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        17307GKQ0     A              A+
           M-6        17307GKR8     BBB            A
           M-7        17307GKS6     BBB-           A-
           M-8        17307GKT4     BB             BBB+
           M-9        17307GKU1     CCC            BBB
           M-10       17307GKV9     CCC            BBB
           M-11       17307GKW7     CCC            BBB
           M-12       17307GKX5     CC             BBB-

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2000-B
                     Series      SPMD 2000B

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           MF-1       456606AT9     CCC            AA

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2003-A
                     Series      SPMD2003-A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           MV-1       456606EC2     A              AA
           MV-2       456606ED0     BB-            A+
           MV-3       456606EE8     B+             A
           MV-4       456606EF5     B              A-
           MV-5       456606EG3     B-             BBB+/Watch Neg
           BV         456606EH1     CCC            BBB/Watch Neg

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2004-A
                     Series      SPMD2004-A

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        456606ET5     BBB-           BBB+
           M-5        456606EU2     CCC            BBB
           M-6        456606EV0     CCC            BBB
           M-7        456606EW8     CC             BBB-/Watch Neg

              Merrill Lynch Mortgage Investors Inc.
                     Series      1999-CB1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1M-1       12489WAD6     A              AA
           1M-2       12489WAE4     BBB-           A
           1M-3       12489WAF1     B-             BBB
           1M-4       12489WAG9     B-             BBB

     Merrill Lynch Mortgage Investors Trust Series 2004-WMC1
                     Series      2004-WMC1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        5899297N2     BBB            BBB+
           B-3        5899297P7     CCC            BBB-
           B-4        5899297Q5     CC             BB

      Merrill Lynch Mortgage Investors Trust Series 2004-WMC4
                     Series      2004-WMC4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        59020UDJ1     BBB            A
           B-2        59020UDK8     B              BBB+
           B-3        59020UDL6     CCC            BBB
           B-4        59020UDM4     CC             B

     Merrill Lynch Mortgage Investors Trust, Series 2003-WMC2
                     Series      2003-WMC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        589929M54     CCC            BB
           B-2        589929M62     CC             B

     Merrill Lynch Mortgage Investors Trust, Series 2003-WMC3
                     Series      2003-WMC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        5899292E7     BBB-           A-
           B-1        5899292F4     B              BBB+
           B-2        5899292G2     CCC            BBB
           B-3        5899292H0     CC             BB

     Merrill Lynch Mortgage Investors Trust, Series 2004-WMC3
                     Series      2004-WMC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        59020UCR4     BB             A
           B-2        59020UCS2     CCC            BBB+
           B-3        59020UCT0     CC             B
           B-4        59020UCU7     CC             CCC

           Salomon Brothers Mortgage Securities VII Inc.
                     Series      1998-NC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        79548KA81     B              A

               Structured Asset Securities Corp.
                     Series      1998-6

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        863572UE1     CCC            A

                 Structured Asset Securities Corp.
                     Series      1999-SP1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M1         863572B69     A              AA+
           M2         863572B77     BB             A
           B          863572B85     CC             BBB

                Structured Asset Securities Corp.
                     Series      2002-HF2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M3         86359ACR2     B              BBB
           B1         86359ACS0     CC             BB

                Structured Asset Securities Corp.
                     Series      2003-BC3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M5         86359A2U6     CCC            B
           B          86359A3S0     CC             CCC

                        Ratings affirmed

                Citigroup Mortgage Loan Trust Inc.
                       Series      2003-HE2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        17307GAB4     AAA
                 M-2        17307GAC2     AA+
                 M-3        17307GAD0     AA
                 M-4        17307GAE8     A+
                 M-5        17307GAF5     A
                 M-6        17307GAG3     BBB+
                 M-7        17307GAH1     BB+

         Citigroup Mortgage Loan Trust, Series 2004-RES1
                       Series      2004-RES1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        17307GKL1     AAA
                 M-2        17307GKM9     AA+
                 M-3        17307GKN7     AA
                 M-4        17307GKP2     AA-

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2000-B
                       Series      SPMD 2000B

                 Class      CUSIP         Rating
                 -----      -----         ------
                 AF-1       456606AS1     AAA
                 MV-1       456606AY8     AA+
                 MV-2       456606AZ5     A
                 BV         456606BA9     CCC

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2003-A
                       Series      SPMD2003-A

                 Class      CUSIP         Rating
                 -----      -----         ------
                 AV-2       456606EB4     AAA

Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2004-A
                       Series      SPMD2004-A

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        456606EQ1     AA
                 M-2        456606ER9     A
                 M-3        456606ES7     A-

               Merrill Lynch Mortgage Investors Inc.
                       Series      1999-H1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-5        589929TP3     AAA
                 M-1        589929TR9     AA+
                 M-2        589929TS7     A

              Merrill Lynch Mortgage Investors Inc.
                       Series      1999-CB1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1A         12489WAA2     AAA
                 1A-PO      12489WAC8     AAA

              Merrill Lynch Mortgage Investors Inc.
                       Series      2002-NC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        589929ZE1     AAA
                 M-2        589929ZF8     A
                 B-1        589929ZC5     CCC
                 B-2        589929ZD3     CCC

      Merrill Lynch Mortgage Investors Trust Series 2003-OPT1
                       Series      2003-OPT1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        5899295F1     AAA
                 A-2        5899295G9     AAA
                 A-3        5899295H7     AAA
                 S          5899295J3     AAA
                 M-1        5899295K0     AA+
                 M-2        5899295L8     AA
                 M-3        5899295M6     BBB
                 B-1        5899295N4     BB
                 B-2        5899295P9     B
                 B-3        5899295Q7     CCC

      Merrill Lynch Mortgage Investors Trust Series 2004-WMC1
                       Series      2004-WMC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        5899297J1     AAA
                 M-2        5899297K8     AA
                 M-3        5899297L6     A+
                 B-1        5899297M4     A

     Merrill Lynch Mortgage Investors Trust Series 2004-WMC4
                       Series      2004-WMC4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-2        59020UDG7     AA
                 M-3        59020UDH5     A+

     Merrill Lynch Mortgage Investors Trust, Series 2003-WMC2
                       Series      2003-WMC2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-2        589929M47     AAA

     Merrill Lynch Mortgage Investors Trust, Series 2003-WMC3
                       Series      2003-WMC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-3        5899292D9     A+

     Merrill Lynch Mortgage Investors Trust, Series 2004-WMC3
                       Series      2004-WMC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-2        59020UCP8     AA
                 M-3        59020UCQ6     A+

                 RAFC Asset-Backed Trust 2001-1
                       Series      2001-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-2        749213AE4     AA+
                 B-1        749213AF1     BBB

           Salomon Brothers Mortgage Securities VII Inc.
                       Series      1997-NC5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        79548KYG7     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                       Series      1998-NC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-5        79548KA57     AAA
                 A-6        79548KA65     AAA
                 M-1        79548KA73     AA

               Southern Pacific Secured Assets Corp.
                       Series      1997-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-4        843590BL3     AAA
                 A-5        843590BM1     AAA
                 M-1F       843590BQ2     AA
                 M-2F       843590BS8     A-

                 Structured Asset Securities Corp.
                       Series      1998-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          863572SE4     AAA
                 M-1        863572SF1     AA

                 Structured Asset Securities Corp.
                       Series      1998-6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 B-1        863572UD3     AA

                 Structured Asset Securities Corp.
                       Series      1998-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-3        863572UX9     AAA
                 M-1        863572UU5     AA
                 M-2        863572UV3     A

                 Structured Asset Securities Corp.
                       Series      1999-SP1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A1         863572A94     AAA
                 A2         863572B28     AAA

                 Structured Asset Securities Corp.
                       Series      2002-HF2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M2         86359ACQ4     A

                 Structured Asset Securities Corp.
                       Series      2003-AM1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M1         86359ATL7     AA
                 M2         86359ATM5     A
                 M3         86359ATN3     A-
                 B2         86359ATS2     BB+

                 Structured Asset Securities Corp.
                       Series      2003-BC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M1         86359A2Q5     AA
                 M2         86359A2R3     A
                 M3         86359A2S1     A-
                 M4         86359A2T9     BB

                 Structured Asset Securities Corp.
                       Series      2003-39EX

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M3         86359BEA5     BBB
                 B          86359BEB3     BBB-


* IATA Projects US$2.5 Billion Loss in Airline Industry for 2009
----------------------------------------------------------------
The International Air Transport Association's forecast for 2009
shows an industry loss of US$2.5 billion.  All regions, except the
US, are expected to report larger losses in 2009 than in 2008.

Forecast highlights are:

    * Industry revenues are expected to decline to
      US$501 billion.  This a fall of US$35 billion from the
      US$536 billion in revenues forecasted for 2008.  This drop
      in revenues is the first since the two consecutive years
      of decline in 2001 and 2002.

    * Yields will decline by 3.0% (5.3% when adjusted for
      exchange rates and inflation).

    * Passenger traffic is expected to decline by 3% following
      growth of 2% in 2008.  This is the first decline in
      passenger traffic since the 2.7% drop in 2001.

    * Cargo traffic is expected to decline by 5%, following a
      drop of 1.5% in 2008. Prior to 2008 the last time that
      cargo declined was in 2001 when a 6% drop was recorded.

    * The 2009 oil price is expected to average US$60 per barrel
      (Brent) for a total bill of US$142 billion. This is
      US$32 billion lower than in 2008 when oil averaged US$100
      per barrel (Brent).

"The outlook is bleak.  The chronic industry crisis will continue
into 2009 with US$2.5 billion in losses.  We face the worst
revenue environment in 50 years," said Giovanni Bisignani, IATA's
Director General and CEO.

IATA also updated its forecast for 2008 to a loss of US$5.0
billion.  This is slightly improved from the US$5.2 billion loss
projected in the Association's September forecast primarily as a
result of the rapid decline in fuel prices.

The reduction in industry losses from 2008 to 2009 is primarily
due to a shift in the results of North American carriers. Carriers
in this region were hardest hit by high fuel prices with very
limited hedging and are expected to post the largest industry
losses for 2008 at US$3.9 billion.  An early 10% domestic capacity
reduction in response to the fuel crisis has given the region's
carriers a head-start in combating the recession-led fall in
demand.  The lack of hedging is now allowing the region's carriers
to take full advantage of rapidly declining spot fuel prices.  As
a result, North American carriers are expected to post a small
profit of US$300 million in 2009. "North America will be the only
region in the black, but the expected US$300 million profit is
less than 1% of their revenue. 2009 will be another tough year for
everyone," said Mr. Bisignani.

All other regions will show losses:

    * Asia-Pacific carriers will see losses more than double
      from the US$500 million in 2008 to US$1.1 billion in
      2009.  With 45% of the global cargo market, the region's
      carriers will be disproportionately impacted by the
      expected 5% drop in global cargo markets next year.  The
      region's largest market -- Japan -- is already in
      recession.  And its two main growth markets -- China and
      India -- are expected to deliver a major shift in
      performance.  Chinese growth will slow as a result of the
      drop-off in exports.  India's carriers, which are already
      struggling with high taxes and insufficient infrastructure,
      can expect a drop in demand following on from the tragic
      terror incidents in November.

    * Losses for European carriers will increase ten-fold to
      US$1 billion. Europe's main economies are already in
      recession.  Hedging has locked in high fuel prices for
      many of the region's carriers in US dollar terms, and the
      weakened Euro is exaggerating the impact.

    * Middle Eastern airlines will see losses double to
      US$200 million. The challenge for the region will be to
      match capacity to demand as fleets expand and traffic
      slows -- particularly for long-haul connections.

    * Latin American carriers will see losses double to
      US$200 million.  Strong commodity demand that has driven
      the region's growth has been severely curtailed in the
      current economic crisis. The downturn in the US economy is
      hitting the region hard.

    * African airlines will see losses of US$300 million
      continue. The region's carriers face strong competition.
      Defending market-share will be the main challenge.

Mr. Bisignani made special note of the continuing contraction of
air cargo traffic that started in June 2008. "Air cargo comprises
35% of value of goods traded internationally. The 7.9% decline in
October is a clear indication that the worst is yet to come - for
airlines and the slowing global economy," said Mr. Bisignani.

"Airlines have done a remarkable job of restructuring themselves
since 2001. Non-fuel unit costs are down 13%. Fuel efficiency has
improved by 19%. And sales and marketing unit costs have come down
by 13%. IATA made a significant contribution to this
restructuring. In 2008 our fuel campaign helped airlines to save
US$5 billion, equal to 14.8 million tonnes of CO2. And our work
with monopoly suppliers yielded saving of US$2.8 billion. But the
ferocity of the economic crisis has overshadowed these gains and
airlines are struggling to match capacity with the expected 3%
drop in passenger demand for 2009. The industry remains sick. And
it will take changes beyond the control of airlines to navigate
back into profitable territory," said Mr. Bisignani.

Mr. Bisignani outlined an industry action plan for 2009 that
reflected the Association's Istanbul Declaration in June of this
year. "Labour must understand that jobs will disappear when costs
don't come down. Industry partners must contribute to efficiency
gains. And governments must stop crazy taxation, fix the
infrastructure, give airlines normal commercial freedoms and
effectively regulate monopoly suppliers," said Mr. Bisignani.

A full-text copy of Giovanni Bisignani's speech is available at no
charge at http://ResearchArchives.com/t/s?35f5

A full-text copy of IATA's financial forecast is available at no
charge at http://ResearchArchives.com/t/s?35f4


* SEC Approves Measures to Boost Oversight of Rating Agencies
-------------------------------------------------------------
The Securities and Exchange Commission approved on Dec. 3 a series
of measures to increase transparency and accountability at credit
rating agencies, and ensure that firms provide more meaningful
ratings and greater disclosure to investors.

The new measures impose additional requirements on credit rating
agencies, whose ratings of residential mortgage-backed securities
backed by subprime mortgage loans and of collateralized debt
obligations linked to subprime loans contributed to the recent
turmoil in the credit markets. The SEC also proposed additional
measures related to transparency and competition concerning credit
rating agencies.  The SEC's actions were informed by the agency's
extensive 10-month examination of three major credit rating
agencies that found significant weaknesses in ratings practices.

"These comprehensive rules touch every aspect of the credit rating
process - from conflicts of interest, to publication of ratings
methodologies, to disclosure of ratings track records," said SEC
Chairman Christopher Cox. "The SEC's examinations of credit rating
agencies uncovered serious deficiencies that these rules will
address, so that investors and markets will have better
information to guide investment decisions."

This is the second set of credit rating agency reforms since the
SEC received its new regulatory authority from Congress to
register and oversee credit rating agencies. The initial rules
were implemented by the Commission under the Credit Rating Agency
Reform Act in June 2007. The regulatory program established
through the Credit Rating Agency Reform Act allows the SEC to
promulgate rules regarding public disclosure, recordkeeping and
financial reporting, and substantive requirements to ensure that
credit rating agencies conduct their activities with integrity and
impartiality.

Public comments on the new proposed amendments must be received by
the Commission within 45 days after their publication in the
Federal Register.


* Dreier LLP'S Head Sued by SEC for $113-Mil. Sale of Bogus Notes
-----------------------------------------------------------------
The Securities and Exchange Commission has charged New York
attorney Marc S. Dreier with fraud in connection with an elaborate
scheme that raised at least $113 million from the sale of bogus
promissory notes.  Mr. Dreier is the founder and managing partner
of Dreier LLP, a 250-attorney law firm headquartered in New York
with offices in Los Angeles, Pittsburgh, and Stamford, Conn.,
among other places.

The SEC also is seeking an emergency court order to freeze Mr.
Dreier's assets and appoint a temporary receiver for the assets.

The SEC's complaint, filed with the U.S. District Court for the
Southern District of New York in Manhattan, alleges that since at
least October 2008, Mr. Dreier has been marketing fake promissory
notes, including bogus notes of a New York-based real estate
development company, to hedge funds and other private investment
funds, and has closed at least three sales.  According to the
complaint, Mr. Dreier created an elaborate charade designed to
convince purchasers that the notes were genuine.  He allegedly
distributed phony financial statements and audit opinion letters
of a reputable accounting firm, and recruited confederates to play
the parts of representatives of legitimate companies involved in
the transactions, even creating dummy e-mail addresses and
telephone numbers.

"Our complaint alleges a stunning, brazen fraud that targeted some
very sophisticated institutional investors.  Investors big and
small alike should take heed, especially in these difficult
economic times, that con artists are out there and may go to
elaborate lengths to commit fraud," said Linda Chatman Thomsen,
Director of the SEC's Division of Enforcement.

James Clarkson, Acting Regional Director of the SEC's New York
Regional Office, added, "The conduct alleged here is particularly
troubling because it was allegedly committed by an attorney and is
contrary to the high standards of character and integrity we
expect, and have a right to expect, from members of the bar."

According to the SEC's complaint, Mr. Dreier directed that two
purchasers of the bogus notes wire payment to what appeared to be
his law firm's escrow account. At least one note purchaser
discovered the fraud, and demanded and received the return of its
investment. Approximately $100 million in known proceeds from the
sale of the bogus notes remains unaccounted for.

The SEC's complaint alleges that, among other fake securities, Mr.
Dreier has been offering fictitious promissory notes of a New
York-based real estate development company, a former client of
both Mr. Dreier and his law firm.  Since at least October of this
year, Mr. Dreier has approached at least three different
investment funds with an offer to sell them, at a deep discount,
various short-term, unsecured promissory notes supposedly issued
by that developer.  Two of the investment funds agreed to purchase
the notes -- one fund purchased notes in two separate transactions
-- and forwarded approximately $113 million to an account in the
name of "Dreier LLP Attorney Trust Account" in payment. A third
fund was offered the notes, but declined to participate.

As alleged in the SEC's complaint, all of the offers were
accompanied by documents that Mr. Dreier subsequently admitted he
knew were fabricated.  Mr. Dreier offered the notes for sale even
though he knew that the developer had never issued the notes, had
not authorized Mr. Dreier to market them, and indeed knew nothing
of their existence or Mr. Dreier's offers or sales.

The SEC's complaint further alleges that in marketing the notes,
Mr. Dreier provided the hedge funds with fabricated documents
including a "form" note and related agreements, "audited financial
statements," and purported audit letters, which bore the forged
signature of the developer's auditor, but which were printed on
purported stationery of the developer's auditing firm.  Mr. Dreier
did not tell representatives from the hedge funds that the notes
were bogus, that the "audited financial statements" and audit
opinion letters were fabricated, or that the developer had never
issued the notes or authorized Mr. Dreier to market them, despite
Mr. Dreier's knowledge of these matters.

As alleged in the complaint, Mr. Dreier has confessed that:

    * The notes were fictitious.

    * The notes had never been issued by the developer.

    * The developer had never authorized him to market the notes.

    * He had fabricated documents evidencing that the notes had
      been issued by the developer to the original holder even
      though the original holder may never have purchased any
      notes issued by the developer. In that connection, he or his
      confederates forged the signature of the developer's CEO.

    * The developer's financial statements and the audit reports
      were fabrications.

    * He knew that the phony financial statements and audit
      reports had been distributed to the hedge funds without
      disclosure that they were false.

In addition to emergency and interim relief, the SEC seeks a final
judgment permanently enjoining Mr. Dreier from future violations
of the antifraud provisions of the federal securities laws and
ordering him to pay civil penalties and disgorgement of ill-gotten
gains with prejudgment interest.

According to the complaint, Mr. Dreier, 58, resides in Manhattan,
and is a former partner at two prestigious law firms and a
graduate of Harvard Law School and Yale College.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        University Club, Portland, Oregon
           Contact: 503-768-4299 or www.turnaround.org

Dec. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        TBD, Phoenix, Arizona
           Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Sponsorships - Annual Golf Outing, Various Events
        TBA, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casurina, Grand Cayman Island, AL
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/
Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***