TCR_Public/081211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 11, 2008, Vol. 12, No. 295

                             Headlines


ADELPHIA COMMS: To Pay Duke Energy $4.8MM to Settle Contract Row
ALUMETCO IN BRANTFORD: Owner Files for CCAA, Shuts Down Facility
ANTIOCH CO: Files Schedules, Discloses $74.8-Million Deficit
ARTISAN HOTEL: Case Summary & Two Largest Unsecured Creditors
ASCENDIA BRANDS: Court Approves Sale of Assets to Ilex Newco

ASCENDIA BRANDS: Court Widens Time to Decide on Princeton Lease
ASPECT SOFTWARE: Moody's Reviews 'B2' Ratings for Possible Cuts
AUBREY W. GARNER: Voluntary Chapter 11 Case Summary
AVENUE COMMUNITIES: Files for Chapter 11 Protection in Arizona
BALTIMORE OPERA: Nonprofit Files for Chapter 11 Protection

BANC OF AMERICA: Moody's Downgrades Ratings on 323 Tranches
BAY ROSE HOMES: Voluntary Chapter 11 Case Summary
BCIF GROUP: In Chapter 11 to Avert Foreclosure of Marana Project
BON-TON STORES: Fitch Downgrades Issuer Default Rating to 'B-'
BROOKSTONE COMPANY: Moody's Changes B3 Ratings Outlook to Neg.

BUFFETS HOLDINGS: Gets Lenders' OK for April 30 Extension of Loan
CABINETS PLUS: Files for Chapter 11 Protection in Arizona
CCS MEDICAL: Declining Operating Output Cues Moody's Junk Rating
CHRYSLER LLC: House Passes $14 Bln. Financial Aid for Big 3
CLOVERLEAF DECATUR: Case Summary & 20 Largest Unsecured Creditors

COBALT CMBS: S&P Puts Class O Certs. CCC+ Rating on Watch Negative
COLTS 2005-1: Moody's Confirms 'Ba1' Rating on Class E Notes
COMMONWEALTH MEDICAL: Voluntary Chapter 11 Case Summary
COMUNITY LENDING: Court Converts Case to Chapter 7 Liquidation
CORNERSTONE PROPERTIES: Case Summary & 2 Largest Unsec. Creditors

CREDIT AND REPACKAGED: S&P Lowers Ratings on Two Notes to Low-B
DAN & CONNIE: Case Summary & Six Largest Unsecured Creditors
DEL MONTE: S&P Raises Subordinated Debt Rating to 'BB-' From 'B+'
DELPHI CORP: Wants Sole Right to File Plan Extended to Jan. 31
DELTA AIR LINES: Court Expunges $5.4-Bil. Aircraft Claims

EL PASO: S&P Puts 'BB-' Unsecured Debt Rating on $500MM Sr. Notes
EL PASO: Moody's Rates Proposed $500MM Senior Unsec. Notes at Ba3
EXTENDED STAY: In Negotiations, May Give Up Biz. to Lenders
EZ LUBE: Wants to Access $62.4-Million Goldman DIP Facility
EZ LUBE: Wants to Hire Pachulski Stang as Bankruptcy Counsel

FORD MOTOR: House Passes $14 Bln. Financial Aid for Big 3
FOX I LLC: Voluntary Chapter 11 Case Summary
FRONTIER AIRLINES: Drops Pepsi Center Sponsorship; Inks Coke Deal
GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Classes
GENERAL GROWTH: 25% Shareholder Expects Firm to Avert Bankruptcy

GENERAL GROWTH: Fitch Junks Ratings on Concerns for Likely Default
GENERAL MOTORS: House Passes $14 Bln. Financial Aid for Big 3
GMAC LLC: Fails to Get Enough Capital to Become Bank Holding Co.
GREENWICH CAPITAL: S&P Puts Class Q Certs. CCC+ Rating on WatchNeg
GREG A. NEWHALL: Case Summary & Three Largest Unsecured Creditors

HARMAN INTERNATIONAL: Moody's Assigns Ba1 Corporate Family Rating
HARRY PAPPAS: Balks at Pappas Telecasting Plan to Sell All Assets
HIDDEN SPLENDOR: To Emerge from Bankruptcy on December 19
HOME INTERIORS: Dennis Faulkner Appointed as Chapter 11 Trustee
HSN INC: S&P Revises Outlook to Negative & Affirms 'BB' Rating

INDEPENDENCE COUNTY: S&P Lowers Rating on $29.3 Mil. Bonds to 'B-'
INDYMAC RESIDENTIAL: Moody's Downgrades Ratings on 22 Tranches
INFOGROUP INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Neg.
ISLE OF CAPRI: Moody's Downgrades Corporate Family Rating to 'B2'
ISOTONER CORP: S&P Puts 'B' Corp. Credit Rating on Negative Watch

JC REED: To Close Business, Wants to Convert Case to Chapter 7
JERRY L. GARNER, SR.: Case Summary & 7 Largest Unsecured Creditors
JO-ANN STORES: Moody's Upgrades CFR to 'B2'; Outlook Is Stable
LEHMAN BROTHERS: Deutsche Bank Sues to Recover $72.5MM
LEHMAN BROTHERS: Harbinger, et al., Defer Proposed Discovery

LEHMAN BROTHERS: Hong Kong Probes Banks for Massive Lehman Losses
LEHMAN BROTHERS: Signs Neuberger APA; Pays Losing Bidder $52MM
LEHMAN BROTHERS: Inks Settlement with French Units
LEVITT AND SONS: Files Amendments to Woodbridge Settlement
LINENS 'N THINGS: Projects Up to 30% for Secured Noteholders

MAGNOLIA FINANCE: S&P Puts BB Rating on $9MM CDO Fixed-Rate Notes
METROPOLITAN MORTGAGE: Court Certifies Securities Class Action
MGP AUBURN: Files in Chicago to Stop Foreclosure
MONITOR OIL: Court Converts Case to Chapter 7 Liquidation
MOTOROLA INC: S&P Downgrades Rating on Three Transactions to 'BB+'

NETVERSANT SOLUTION: Gets Final OK to Use $20MM Patriarch Facility
NORTEL NETWORKS: Seeks Legal Advice on Possible Bankruptcy Filing
NORTHPOINT VILLAGE: Court Confirms First Amended Plan
PAPPAS TELECASTING: CEO Balks at Plan to Sell All Assets
PEOPLE'S CHOICE: WARN Claims Settlement Gets Preliminary Approval

PEOPLE'S CHOICE: Trust Settles iDirect Claim for $758,143
PHARMED GROUP: Committee, et al., Want to Recover $106 Million
PHOENIX COMPANIES: Moody's Reviews 'Ba2' Preferred Stock Rating
PIERRE FOODS: Plan Confirmation Today in Wilmington, Delaware
PIERRE FOODS: Court Confirms Plan; Oaktree as Majority Owner

PILGRIM'S PRIDE: Suppliers, Lenders & PBGC Form Creditors Panel
PLATINUM COMMUNITY: Weiss Ratings Assigns "Very Weak" E- Rating
PNM RESOURCES: S&P Outlook on BB- Corp. Credit Rating Is Negative
POWERMATE CORP: Committee Sues Sun Capital for Fraudulent Transfer
PRINCETON OFFICE: Reschedules Meeting of Creditors to December 22

QUEBECOR WORLD: Converts Debt to Equity to Cut Taxes
QUEBECOR WORLD: Seeks Ontario Court OK to Liquidate 3 Units
READER'S DIGEST: S&P Keeps Subordinated Debt Rating at 'CCC'
RED BLUFF FORD: Files for Chapter 11 Protection in California
RESTRUCTURED ASSET: S&P Junks Rating on $75 Mil. Notes From 'BB'

ROCKY RIDGE: Case Summary & 13 Largest Unsecured Creditors
SATURNS TRUST: S&P Cuts Rating on Sears Roebuck Certs. to 'BB-'
SBA CMBS: Fitch Affirms Low-B Ratings on $354-Mil. Notes
SHERMAG INC: Voluntary Chapter 15 Case Summary
SHERMAG INC: Quebec Court Extends Stay Period to April 4, 2009

SIMMONS BEDDING: Moody's Downgrades Corporate Rating to 'Caa3'
SIMMONS CO: S&P Keeps Developing CreditWatch on CCC Credit Rating
STEAKHOUSE PARTNERS: Wants Stipulation on Cash Collateral Approved
STEAKHOUSE PARTNERS: To Sell Carver's Restaurant for $192,897
STORM CAT: January 30 Claims Bar Date Set in Units' Cases

TEMPE LAND: Voluntary Chapter 11 Case Summary
TOXIN ALERT: Issues Default Status Report
TRIBUNE CO: Court Okays First-Day Pleas; Can Use Existing Facility
TRIBUNE CO: Investment Group Eyes Baltimore Sun
TRIBUNE CO: Primus Fin'l Has CDS Exposure on Tranche Portfolio

TRIBUNE CO: Seeks to Obtain $125MM Postpetition Financing
TRIBUNE CO: S&P Credit Rating Tumbles to 'D' on Chapter 11 Filing
TRIBUNE CO: Seeks to Pay Prepetition Dues to Employees
TWEETER OPCO: Court OKs Payment Plan for Utilities
W.R. GRACE: Court OKs $1.1MM Settlement with Univ. of California

UNITED SUBCONTRACTORS: S&P Junks Corp. Credit Rating; Outlook Neg.
WACHOVIA BANK: Fitch Puts Four Low-B Rated Notes on Negative Watch
WASHINGTON MUTUAL: Moody's Downgrades Senior Debt Rating to 'Ca'
WHYCO FINISHING: Case Summary & 20 Largest Unsecured Creditors

* Regulators Prepare Rescue Plan for Large Credit Unions

* Fitch Has Grim 2009 Outlook for U.S. Auto Industry
* Fitch Reports Challenging Outlook for Diversified Industrials
* Fitch Sees Stable Outlook on 2009 N.A. Aerospace/Defense
* Fitch Says Liquidity Pressures Cloud Airline Industry Outlook
* Fitch Says Weak Economy Will Challenge Freight Transportation

* S&P Downgrades Ratings on 40 Tranches from 14 Hybrid CDO Deals
* S&P Downgrades Ratings on 50 Classes From Five RMBS Transactions
* S&P Downgrades Ratings on 77 Classes From Three RMBS Deals

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                             *********

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)


ALUMETCO IN BRANTFORD: Owner Files for CCAA, Shuts Down Facility
----------------------------------------------------------------
Burlington Technologies Inc, which owns Alumetco in Brantford has
made an application for CCAA and closed the Alumetco facility as
part of their restructuring process

The approximately 85 locked out workers at Alumetco in Brantford
have learned that their employer would not end the lock-out in
time for the holidays and instead would close the plant effective
immediately.

The workers are represented by CAW Local 397.

The workers have been locked out since Nov. 10, 2008, and the CAW
is now questioning why the company would choose to lock out the
workers, provoking a labour dispute when it was clearly on the
verge of collapse.

"Well-established businesses like Burlington Technologies do not
go bankrupt over night," said Steve Farkas, CAW area director.
"What this company has done is despicable and defies reason."

The union will be meeting with the Alumetco workers Thursday
morning.

Alumetco in Brantford aluminum diecastings for the auto industry.


ANTIOCH CO: Files Schedules, Discloses $74.8-Million Deficit
------------------------------------------------------------
The Antioch Co. submitted to the U.S. Bankruptcy Court for the
Southern District of Ohio its schedules of assets and liabilities.
The Debtor disclosed that it had $66.3 million in assets and
$141.1 million in debts as of it petition date, according to Erik
Larson of Bloomberg News reports.

Bloomberg notes that the company previously said its debt
includes:

   -- $41 million owing to secured lenders,
   -- $56.2 million on unsecured subordinated notes, and
   -- $21.3 million for an obligation to purchase stock owned by
      employees.

Minneapolis/St. Paul Business Journal reported that Antioch blamed
its bankruptcy on the weakening scrapbooking industry and
obligations of its worker stock-ownership plan.

According to Bloomberg's Bill Rochelle, Antioch' prepackaged
Chapter 11 filed Nov. 13 is intended to reduce debt by $77.5
million.  Mr. Rochelle reports that the combined hearing to decide
if the disclosure materials were sufficient and to consider
confirming the plan is set for Dec. 18.

Mr. Rochelle says the Plan will pay nothing to unsecured creditors
unless they agree not to sue the lenders.  "If they go along, they
can participate in a trust to own the company temporarily after
emerging from reorganization," he added.

The Antioch Co. -- http://www.antiochcompany.com/-- which owns
St. Cloud-based Creative Memories.  The company was founded in
1926.  It consists of operating and business units located in
Ohio, Minnesota, Nevada, and Virginia.  The direct-selling
division encompasses the U.S. and Puerto Rico, Canada, Australia,
New Zealand, Germany, Japan and the United Kingdom, with expansion
planned in other European countries.  The Antioch employs more
than 1,090 people and manufactures, packages and markets more than
3,000 products to tens of thousands of independent sales
Consultants and retail dealers.  As reported in the Troubled
Company Reporter on Nov. 17, 2008, The Antioch Co. reached an
agreement with its lenders to restructure its debt.  To facilitate
this agreement, Antioch and six of its subsidiaries filed
voluntary petitions for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of Ohio.


ARTISAN HOTEL: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Artisan Hotel & Spa, LLC
        1501 W. Sahara
        Las Vegas, NV 89102

Bankruptcy Case No.: 08-24684

Type of Business: The Debtor operates a hotel.

                  See: http://www.theartisanhotel.com/

Chapter 11 Petition Date: December 9, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

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

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Citizens Bank                  bank loan         $1,800,000
P.O. Box 378
Oregon, MS 64473-0378

Nevada Power Co.               trade debt        $50,000
PO Box 30086
Reno, NV 89520

The petition was signed by managing member Douglas Da Silva.


ASCENDIA BRANDS: Court Approves Sale of Assets to Ilex Newco
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved at
a hearing on Nov. 25, 2008, the sale of certain of the assets of
Ascendia Brands, Inc. and its debtor-affiliates to Ilex Newco,
LLC, who submitted the next best bid during the auction sale on
Oct. 31, 2008.

Hermes Calgon/THG Acquisition, LLC, submitted the highest and best
offer at the auction, but due to its continued (i) failure to,
send the additional deposit required under their purchase
agreement, (ii) failure to complete the required ancillary
documents, and (iii) demands for modifications to their agreement,
the Debtors, in consultation with their DIP lenders and official
committee of unsecured creditors, decided that the Ilex offer
represented the current highest and best bid for the purchased
assets.

The assets sold to Ilex include (i) intellectual property, (ii)
inventory, and (iii) goodwill and other intangible assets pursuant
to a brand agreement.  The assets will be sold and transferred
free and clear of all liens with any all existing liens to attach
to the proceeds of the sale.

Pursuant to Section 365 of the Bankruptcy Code, the Court also
approved the assumption by the Debtors and assignment to Ilex of
the executory contracts.  Defaults that may exist under the
executory contracts will be cured as set forth in the Purchase
Agreement.

Pursuant to the Ilex Asset Purchase Agreement, the consideration
will be:

  (i) $4,275,000 payable on these terms: (1) $500,000 payable in
      cash at closing; plus (2) $3,775,000 payable on or before
      the one year anniversary of the closing; and plus or minus
      10% of the difference between the "inventory target" and the
      estimated inventory", as defined in the APA;

  ii) the assumption by Ilex of certain of the Debtors'
      liabilities:

      a) all liabilities arising on or after the closing date
         under the Brand Agreement;

      b) any cure amounts relating to the Brand Agreements assumed
         by Ilex; and

      c) all liabilities arising out of or relating to (i) the
         manufacture or sale of Brand products by or for account
         of Purchaser on any of its Affiliates on or after the
         Closing Date, (ii) warranty Claims arising out of or
         relating to Brand Products manufactured or sold
         by Purchaser or any of its Affiliates on or after the
         Closing Date and (iii) any other Claims arising out of or
         relating to the use of Brand Products manufactured or
         sold by Purchaser on any Affiliate of Purchaser on or
         after the Closing Date.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  Kenneth H. Eckstein, Esq., and Robert T.
Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Debtors in their restructuring efforts.  M. Blake Cleary,
Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors'
Delaware counsel.  The Debtors selected Epiq Bankruptcy Solutions
LLC as their claims agent.  When the Debtors filed for protection
from their creditors, they listed total assets of $194,800,000 and
total debts of $279,000,000.


ASCENDIA BRANDS: Court Widens Time to Decide on Princeton Lease
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Feb. 1, 2009, the deadline for Ascendia Brands, Inc. and its
affiliated debtors to assume or reject the lease dated December
2005 between Lander Co. Inc. and 240 Princeton TCI Associates, LLC
(Landlord), on nonresidential real property located at 240
Princeton Avenue, in Hamilton, New Jersey, LLC, with the written
consent the Landlord.

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- makes and sells branded consumer
products primarily in North America and over 80 countries as well.
The company's customers include Walmart, Walgreens, Kmart, Meijer
Stores, Target, and CVS.  The company and six of its affiliates
filed for Chapter 11 protection on Aug. 5, 2008 (Bankr. D. Del.
Lead Case No.08-11787).  Kenneth H. Eckstein, Esq., and Robert T.
Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Debtors in their restructuring efforts.  M. Blake Cleary,
Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors'
Delaware counsel.  The Debtors selected Epiq Bankruptcy Solutions
LLC as their claims agent.  When the Debtors filed for protection
from their creditors, they listed total assets of $194,800,000 and
total debts of $279,000,000.


ASPECT SOFTWARE: Moody's Reviews 'B2' Ratings for Possible Cuts
---------------------------------------------------------------
Moody's Investors Service placed Aspect Software Inc.'s ratings
under review for possible downgrade.  The rating action was driven
by the company's declining operating performance and the likely
challenges the company will have in meeting financial loan
covenants.  The review will focus on the company's revenue,
profitability and free cash flow prospects for 2009 and beyond as
well as the company's prospects for meeting loan covenants.

These ratings have been placed under review:

  -- Corporate family rating, B2

  -- Probability of Default, B2

  -- $50 million senior secured revolving facility due 2010: B2

  -- $725 (original amount) million first lien term loan due 2011:
     B2

  -- $385 million second lien term loan due 2012:Caa1

The recent decline in performance is primarily driven by declines
in new product sales which were largely driven by cutbacks and
delays in corporate spending.  The company continues to be a
leader in call center software communications systems and their
products continue to receive strong reviews from independent
industry analysts.  Maintenance revenues have held up well year to
date and are likely to continue to hold up in 2009.  Despite
difficulties in top line performance, Aspect continues to produce
strong levels of free cash flow (8.5% free cash flow-to-debt for
the LTM period ended Q3'08) Free cash flow will likely decline in
2009 however as Aspect's customer base reins in spending.

Moody's most recent rating action was in May 2006 when Moody's
changed the ratings outlook to negative reflecting the additional
debt the company took on to fund a special dividend payment.

Aspect's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Aspect's core industry and Aspect's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Aspect Software Inc. is headquartered in Chelmsford,
Massachusetts.  The company develops, markets, licenses and
supports an integrated suite of contact center software
applications.


AUBREY W. GARNER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Aubrey W. Garner
        aka Aubrey Wayne Garner
        aka A. Wayne Garner
        13100 Mt. Victoria Road
        Newburg, MD 20664

Bankruptcy Case No.: 08-26144

Chapter 11 Petition Date: December 5, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  steveng@cohenbaldinger.com
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Ave., Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

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

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

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

The petition was signed by Aubrey W. Garner, the debtor.


AVENUE COMMUNITIES: Files for Chapter 11 Protection in Arizona
--------------------------------------------------------------
Amy Wolff Sorter at Globest.com reports that Avenue Communities
LLC has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Arizona.

According to Globest.com, Avenue Communities filed a 10-count
lawsuit on Dec. 5 against lender Mortgages Ltd. on alleged failure
to provide promised funds for the development of Avenue's 275-unit
Centerpoint Condominiums.  The report says that Avenue accused
Mortgage of misrepresentation, violation of implied covenant of
good faith and fair dealing, breach of loan agreements, and usury.

The Chapter 11 filing will help Centerpoint Condominiums'
development entity, Tempe Land Co. LLC, seek relief from creditors
and investors resulting from Mortgages' non-payment of a promised
loan, Globest.com states, citing Ken Losch, co-principal of Avenue
Communities.

Mr. Losch, according to Globest.com, said that Avenue Communities
found a new lender for the project who will be the first to be
paid back under a proposed bankruptcy plan, as Mortgages defaulted
on the original $150 million loan agreed to in March 2007 and the
settlement agreement of $75 million.  Mr. Losh didn't name the new
lender.

Globest.com relates that subcontractors will be paid for future
work, and their past work will be reimbursed in a specific
schedule.

Headquartered in Tempe, Arizona, Avenue Communities designs and
develops urban living communities.  The company was established by
principals Ken Losch, David Dewar, and Jamie Dawson, who are
behind Third Avenue Lofts in downtown Scottsdale, VENU at Grayhawk
and EDGE at Grayhawk in North Scottsdale, Centerpoint Condominiums
in Tempe, and Hayden Flour Mill Development in the Southwest.  The
company also has projects in California and Utah.


BALTIMORE OPERA: Nonprofit Files for Chapter 11 Protection
----------------------------------------------------------
Julekha Dash at Baltimore Business Journal reports that The
Baltimore Opera Co. has filed for Chapter 11 protection on
Tuesday.

According to Baltimore Business, Baltimore Opera has more than
$1.2 million in liabilities and has less than $50,000 in assets.
Baltimore Opera listed these companies as its creditors:

     -- Bank of America, its largest creditor, with a $640,000
        claim;

     -- Lyric Productions, which is owed $232,000;

     -- the Baltimore Sun, owed almost $25,000; and

     -- Green & Associates, with a $9,000 claim; and

     -- John Yuhanick Associates, owed about $9,000.

Baltimore Opera's senior director of marketing, Deborah Goetz,
said that the company's bankruptcy could result in staff layoffs,
Baltimore Business states.  "That's all part of the plan that has
to be assessed.  We have a lean staff to begin with," the report
quoted Ms. Goetz as saying.  The company, according to the report,
has about a dozen employees.

Baltimore Opera's financial problems started in September, when
the opera was $200,000 short of meeting its revenue goal for
Verdi's "Aida," its first show of the season, Baltimore Business
reports, citing Ms. Goetz.  Baltimore Business says that Baltimore
Opera hopes to continue productions in its next season, which
would start next year.

Citing Ms. Goetz, Baltimore Business reports that Baltimore Opera
has canceled the nine remaining performances of the season of "The
Barber of Seville" and "Porgy and Bess."  The report says ticket
holders won't be refunded for the canceled shows.

Baltimore Business states that Shapiro Sher Guinot & Sandler chief
Joel Sher said that Baltimore Opera might find it hard to emerge
from Chapter 11 because it has so few assets, and that the company
would likely depend on raising funds from donors.

Mr. Sher, according to Baltimore Business, said that a nonprofit
filing for bankruptcy protection is unusual, because one typically
would have an endowment to use funds during hard times.  Baltimore
Business relates that Baltimore Opera has a $6.1 million operating
budget.  Ms. Goetz affirmed that Baltimore Opera has a
$1.5 million endowment, but the company can only tap interest and
not the principal investment.

Baltimore Opera -- http://www.baltimoreopera.com-- held opera
shows in Baltimore, Maryland.  Michael Harrison is the company's
artistic director.


BANC OF AMERICA: Moody's Downgrades Ratings on 323 Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded 323 tranches and
confirmed 22 tranches from 12 Jumbo transactions issued by Banc of
America in 2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, prime Jumbo mortgage loans.
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.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhancement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, time tranching,
and other structural features within the Aaa waterfalls.  General
loss estimation methodology is outlined below.

Complete rating actions are:

Issuer: Banc of America Funding 2006-1 Trust, Mortgage Pass-
Through Certificates, Series 2006-1

  -- Cl. 2-A-1 Certificate, Downgraded to Aa1, previously on
          10/6/08 Aaa Placed Under Review for Possible Downgrade
  -- Cl. 2-A-2 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. X-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-PO Certificate, Downgraded to Aa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-2 Trust

  -- Cl. 1-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-7 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-10 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-11 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-12 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-13 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-14 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-15 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-16 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-17 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-18 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-19 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-20 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-21 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-22 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to A3, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 5-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-2 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 5-A-3 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-2 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-PO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-M-1 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-3 Trust

  -- Cl. 1-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-7 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-10 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-11 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-13 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-14 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-15 Certificate, Downgraded to Aa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-16 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-17 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-18 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-19 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-20 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-2 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 5-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-7 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 5-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-PO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. M Certificate, Downgraded to Baa1, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-4 Trust

  -- Cl. A-1 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-2 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-3 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-4 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-5 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-6 Certificate, Downgraded to Baa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-7 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-9 Certificate, Downgraded to Baa3, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. A-10 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-11 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-13 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-14 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-15 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-16 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-17 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-18 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-19 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-20 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-21 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-22 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-23 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-24 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-25 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-26 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-27 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-28 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-29 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-30 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-31 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. M Certificate, Downgraded to B2, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-5 Trust, Mortgage Pass-
Through Certificates, Series 2006-5

  -- Cl. 1-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-7 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-10 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-11 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-13 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-14 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-6 Certificate, Downgraded to Aa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-7 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-10 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-11 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-13 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-4 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-4 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-6 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-7 Certificate, Downgraded to A2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-6 Trust, Mortgage Pass-
Through Certificates, 2006-6

  -- Cl. 1-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-7 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-8 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-9 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-10 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-11 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-13 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-14 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-15 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-16 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-17 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-18 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-19 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-20 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-21 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-22 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-23 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-24 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-3 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-4 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. M Certificate, Downgraded to Ba1, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Funding 2006-B Trust

  -- Cl. 1-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to Caa1, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to Caa1, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to Caa1, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 4-A-1 Certificate, Downgraded to Ba1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 4-A-2 Certificate, Downgraded to Caa2, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 5-A-1 Certificate, Downgraded to B3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-1 Certificate, Downgraded to Aa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 6-A-2 Certificate, Downgraded to B3, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 7-A-1 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 7-A-2 Certificate, Downgraded to B3, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. B-1 Certificate, Downgraded to Ca, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

  -- Cl. B-2 Certificate, Downgraded to Ca, previously on 4/4/08
     A2 Placed Under Review for Possible Downgrade

  -- Cl. B-3 Certificate, Downgraded to Ca, previously on 4/4/08
     Baa2 Placed Under Review for Possible Downgrade

  -- Cl. B-4 Certificate, Downgraded to Ca, previously on 4/4/08
     Ba2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2006-1 Trust

  -- Cl. A-1 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-2 Certificate, Downgraded to B1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-3 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-4 Certificate, Downgraded to B1, previously on
     10/6/08 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. A-5 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-6 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-7 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-8 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-9 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-10 Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to Ba3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. M Certificate, Downgraded to Caa2, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2006-2 Trust

  -- Cl. A-1 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-2 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-3 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-4 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-6 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-7 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-8 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-9 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-10 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-11 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-12 Certificate, Downgraded to Baa2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-13 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-14 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-15 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-16 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-17 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-18 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-19 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-20 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-21 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-22 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-23 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-24 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-25 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-26 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-27 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-28 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-29 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-30 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-31 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-32 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-33 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-34 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-35 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. M Certificate, Downgraded to B3, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2006-3 Trust

  -- Cl. 1-A-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-6 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-7 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-8 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-9 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-10 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-11 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-12 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-13 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-14 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-15 Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-16 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-IO Certificate, Confirmed at Aaa; previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 30-PO Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2007-1 Trust

  -- Cl. 1-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-2 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-3 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-4 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-5 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-7 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-8 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-9 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-10 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-11 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-12 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-13 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-14 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-16 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-17 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-18 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-19 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-20 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-21 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-23 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-24 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-25 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-26 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-27 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-28 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-29 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-30 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-31 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-A-32 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-IO Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-PO Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 1-M Certificate, Downgraded to Ba3, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-3 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-4 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-5 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-6 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-7 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-8 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-9 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-10 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-11 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-12 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-13 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-14 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-16 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-17 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-18 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-19 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-20 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-21 Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-22 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-23 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-24 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-25 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-26 Certificate, Downgraded to Baa1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-IO Certificate, Downgraded to Aa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-PO Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-M Certificate, Downgraded to B1, previously on
     10/6/08 Aa2 Placed Under Review for Possible Downgrade

Issuer: Banc of America Mortgage 2007-2 Trust

  -- Cl. A-3 Certificate, Downgraded to Caa3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-5 Certificate, Downgraded to A3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-6 Certificate, Downgraded to B3, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. A-7 Certificate, Downgraded to A2, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

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.


BAY ROSE HOMES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bay Rose Homes III, LLC
        One Laurel Place
        14405 Laurel Place, Suite 314
        Laurel, MD 20707

Bankruptcy Case No.: District of Maryland (Greenbelt)

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Solomons Homes and Marina                          08-24797

Chapter 11 Petition Date: December 5, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Janet M. Nesse, Esq.
                  jnesse@stinson.com
                  Stinson Morrison Hecker LLP
                  1150 18th Street, NW, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100

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

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

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

The petition was signed by J. Hutchins Haese, senior vice
president and chief financial officer of the managing member of
the company.


BCIF GROUP: In Chapter 11 to Avert Foreclosure of Marana Project
----------------------------------------------------------------
BCIF Group has filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Arizona, the Arizona Daily
Star reports.

According to Arizona Daily, BCIF listed $1 million to
$100 million in assets and $1 million to $100 million in debts.

Arizona Daily relates that BCIF has an ongoing commercial and
residential project in Marana.  BCIF filed for bankruptcy in hopes
of avoiding foreclosure and finish that project, Arizona Daily
states, citing lawyer Scott Gibson.

BCIF Group is a homebuilder in Tucson, Arizona.


BON-TON STORES: Fitch Downgrades Issuer Default Rating to 'B-'
--------------------------------------------------------------
Fitch Ratings has downgraded its ratings on The Bon-Ton Stores,
Inc.:

The Bon-Ton Stores, Inc.

  -- Issuer Default Rating to 'B-' from 'B'.

The Bon-Ton Department Stores, Inc.

  -- IDR to 'B-' from 'B';
  -- Senior secured credit facility to 'B+/RR2' from 'BB/RR1';
  -- Senior unsecured notes to 'CCC/RR6' from 'CCC+/RR6'.

Bonstores Realty One and Two, LLC

  -- IDR to 'B-' from 'B';
  -- Mortgage loan facility to 'B+/RR2' from 'BB/RR1'.

The Rating Outlook is Negative. Approximately $1.3 billion of debt
outstanding as of Nov. 1, 2008 is affected by these actions.
The rating actions reflect Fitch's expectation for considerable
pressure on comparable store sales trends in the fourth quarter of
2008 (4Q08) and into 2009 which will result in a material
deterioration in the company's operating and credit metrics.  A
historically poor comparable store sales performance has been
ratcheted up recently given overall weakness in department store
sales.  Comparable store sales were negative 8.3% in 3Q08 and
Fitch expects sales trends could deteriorate over the near to
intermediate term.

Retail earnings have been negatively affected as a result. For the
first three quarters of 2008, Bon-Ton reported an operating loss
of $52 million versus a loss of $14 million in the year ago
period.  The decline has come mainly at its retail business, with
retail EBIT at a negative $120 million versus negative $84 million
during the same period in 2007.  Bon-Ton's earnings is being
supported by income from its credit card alliance with HSBC,
income from leased departments and other income, which at a total
of $67 million, was down slightly from $69 million in the year ago
period.  While Fitch expects Bon-Ton to report positive EBIT for
the full year post the holiday season, continued weakness in both
retail and other income could result in an operating loss in 2009
as management's efforts to reduce inventory, control expenses and
cut capital spending may not be adequate to offset the strong
headwinds from declining sales.  Given the low levels of
profitability, the company's leverage could increase significantly
from 6.7 times (x) adjusted debt/EBITDAR in the latest 12 months
ended Nov. 1, 2008.

In addition, Fitch anticipates minimal free cash flow generation
this year, with potential for increased borrowings under its
credit facility in 2009 if current sales trends are sustained.
Fitch expects Bon-Ton will have adequate near-term liquidity, with
$166 million available for borrowings (after taking out the
$75 million covenant limitation) under its credit facility as of
Nov. 29, 2008 and with availability increasing at the end of the
fourth quarter post the holiday period.  However, beyond 2009,
Fitch is concerned about the company's liquidity position as its
ability to fund its operations and meet its financial commitments
is dependent on stabilization in top line growth.

The issue ratings shown above are derived from the IDR and the
relevant recovery rating.  The $1 billion senior secured credit
facility is rated 'B+/RR2', indicating superior (71%-90%) recovery
prospects in a distressed scenario.  The facility is secured by a
first lien on substantially all of the assets of the borrowing
entities and guarantors, except for certain mortgaged real
property.  Covenants require a minimum excess availability of
$75 million and place limits on debt, dividends, and capital
expenditures.  The facility provides adequate liquidity to the
company to handle seasonal inventory swings of approximately
$275 million.

The $252 million mortgage loan facility is also rated 'B+/RR2',
indicating superior (71%-90%) recovery prospects in a distressed
scenario.  The facility is secured by mortgages on 23 stores and
one distribution center.  These properties are owned by
bankruptcy-remote special purpose entities.

The $510 million of senior unsecured notes are rated 'CCC/RR6',
and are considered to have poor (0%-10%) recovery prospects in a
distressed scenario.


BROOKSTONE COMPANY: Moody's Changes B3 Ratings Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for
Brookstone Company, Inc. to negative from stable to reflect
increasing concern that rapidly deteriorating macroeconomic
conditions and discretionary consumer spending could further
pressure the company's operating performance and already weak
credit metrics over the near term.  Moody's focuses on
Brookstone's performance during the fourth quarter holiday selling
season as it typically represents approximately 50% of its sales
and all of its operating profits and cash flow.

"Given Brookstone's excessive reliance on the fourth quarter
holiday season, any decline in operating performance during the
quarter could lead to a significantly weaker credit metrics," says
Moody's analyst, Mike Zuccaro.  The analyst also stated that
"notwithstanding the potential for moderating performance, Moody's
expects that Brookstone's liquidity position should remain
adequate, as expected fourth quarter cash flow and ample undrawn
availability under its revolving credit facility should be able to
support cash needs over the next twelve months in a reasonable
stress scenario."

Brookstone's ratings could be downgraded if liquidity deteriorates
through weaker-than-expected operating performance or cash flow,
or through any decline in EBITA interest coverage or increase in
Debt/EBITDA.  Over the intermediate term, a stable outlook would
require the company to maintain adequate liquidity, with interest
coverage over 1.0x and leverage below 7.0x on a sustainable basis
(as calculated using Moody's standard analytic adjustments,
including treating the company's preferred stock as 50% debt).

These ratings are unchanged by the change in outlook to negative:

  -- Corporate family rating at B3;

  -- Probability of default rating at B3;

  -- Senior secured second lien guaranteed notes due 2012 at Caa1
     (LGD4, 69%);

  -- Speculative Grade Liquidity Rating at SGL-3.

  -- The ratings outlook is negative

The last rating action on Brookstone was on April 25, 2007, when
Moody's affirmed the company's B3 corporate family rating and
changed the outlook to stable from negative.

Brookstone Company Inc., headquartered in Merrimack, New
Hampshire, is a nationwide specialty retailer that operates
approximately 311 stores typically in regional shopping malls and
airports, as well as a direct marketing business that includes its
catalog and website.  Revenues for the LTM period ended
September 27, 2008 were over $560 million.


BUFFETS HOLDINGS: Gets Lenders' OK for April 30 Extension of Loan
-----------------------------------------------------------------
Buffets Holdings, Inc., has executed a third amendment to the
Debtor-in-Possession Credit Agreement with its lenders.

Subject to the approval of the United States Bankruptcy Court for
the District of Delaware, the amendment secures Buffets' financing
through April 30, 2009, with a possible extension to May 31, 2009,
and keeps the company on track to exit Chapter 11 protection
during the first calendar quarter of 2009.

The amendment also waives breaches under the DIP agreement and
makes necessary adjustments to ongoing covenants.  Buffets intends
to make a partial prepayment of the DIP facility upon court
approval of the amendment.

Buffets said it entered earlier this month into a forbearance
agreement with its lenders by which the lenders will forbear from
exercising their default-related rights and remedies with respect
to the breach of the minimum consolidated EBITDA covenant in the
DIP agreement for the fiscal period ending Oct. 22, 2008, through
the forbearance Period.  In accordance with the terms of the
Second DIP Forbearance Agreement, the forbearance period has been
further extended to allow for the Bankruptcy Court to consider
approval of the proposed DIP Credit Agreement amendment.

Buffets will ask the Court to conduct a hearing to consider the
third amendment to the DIP facility on Dec. 16, 2008.

Mike Andrews, Chief Executive Officer of Buffets Holdings, said,
"We are pleased to have reached this agreement with our lenders to
address needed changes to our DIP facility and to extend its
maturity.  We remain on schedule to emerge from bankruptcy in the
first calendar quarter of 2009, and we will do so with
substantially less debt and a more efficient corporate structure.
We appreciate the continued loyalty of our associates, customers,
suppliers, and business partners as we navigate this process."

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., M. Blake Cleary, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as claims and balloting
agent.  The U.S Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Otterbourg Steindler Houston & Rosen PC and
Pachulski Stang Ziehl Young &Jones as counsels.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Court granted on February 22, 2008, final approval of the Debtors'
debtor-in-possession credit facility, consisting of $85 million of
new funding and $200 million carried over from the company's
prepetition credit facility.


CABINETS PLUS: Files for Chapter 11 Protection in Arizona
---------------------------------------------------------
The Arizona Daily Star reports that has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Arizona.

Court documents say that Cabinets Plus listed assets of up to
$50,000 and $100,001 to $500,000 in liabilities.

According to The Arizona Registrar of Contractors Web site,
Cabinets Plus' license was suspended in June 2008 due to lack of
qualifying party.

Cabinets Plus -- http://www.cabinetsplus.com/-- remodesl kitchen
and bathroom in Palatine, Arlington Heights, Mount Prospect,
Rolling Meadows, and the surrounding Northwest Chicago suburbs.
Cabinets Plus is a full service, family business.


CCS MEDICAL: Declining Operating Output Cues Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service downgraded CCS Medical, Inc.'s corporate
family rating to Caa1 from B3.  Moody's also downgraded the
company's first lien senior secured credit facilities to B2 from
B1, but affirmed the Caa2 rating on the second lien term loan.
The ratings outlook remains negative.

The downgrade reflects Moody's concern over the company's
declining operating performance and deteriorating credit metrics.
The business-to-business segment's NovaMax product line sales have
been lower than anticipated due to significant competitive
pressures while growth in CCS's core business-to-consumer diabetes
segment has been slowing due to a weakening economy and
reimbursement reductions.  As such, the company has very limited
flexibility under the financial covenants governing its senior
secured credit facilities.  Notwithstanding these risks, the
rating considers the potential for the financial sponsor to
contribute cure equity in the event of a financial covenant
default and the presense of positive cash flow year-to-date in
2008.

These ratings were downgraded:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability of Default Rating to Caa1 from B3;

  -- $50 million 1st lien sr. secured revolving credit facility
     due 2012 to B2 (LGD3, 31%) from B1 (LGD3, 32%);

  -- $307 million 1st lien sr. secured term loan due 2012 to B2
     (LGD3, 31%) from B1 (LGD3, 32%).

This rating was affirmed:

  -- $110 million 2nd lien sr. secured term loan due 2013 at Caa2.
  -- Point estimate revised to (LGD5, 77%) from (LGD5, 79%).

The negative ratings outlook reflects Moody's concern over
continued covenant compliance, and CCS's ability to improve sales
and earnings declines given competitive pressures and a weakening
economy.

The last rating action was on October 22, 2007, when Moody's
upgraded CCS' corporate family rating to B3 from Caa1and assigned
a negative ratings outlook.  This action completed a ratings
review for possible upgrade that was initiated on June 29, 2007.
CCS's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of CCS's core industry and CCS's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CCS Medical, Inc., based in Clearwater, Florida, is holding
company whose operating subsidiaries are Chronic Care Solutions,
Inc. and MPTC Holdings, Inc.  The company is a leading mail-order
provider of medical supplies - including diabetes, respiratory and
wound care products - to chronically-ill patients.  Warburg Pincus
is the largest shareholder and equity sponsor for CCS Medical.


CHRYSLER LLC: House Passes $14 Bln. Financial Aid for Big 3
-----------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that The House of
Representatives has passed the bill on the government financial
assistance being requested by General Motors Corp., Ford Motor
Co., and Chrysler LLC.

According to WSJ, the Democrats and the Bush administration hoped
for a Senate vote as early as Dec. 11 and enactment by week's end.
Republicans in the Senate objected the bill, which could affect
the bailout, says the report.  The report quoted Sen. Richard
Shelby as saying, "I'm going to oppose the package because I think
this is just the down payment on billions and billions to come.
These are failed or failing companies."  Sen. John Cornyn,
according to the report, said that he and other Republicans have
concerns on whether the proposed "car czar," who would supervise
the bailout program, would be able to force concessions needed to
return the industry to financial stability.  Some Republicans said
that they might support the bailout especially if the car czar is
given stronger authority to dictate terms of a restructuring.

            The Auto Federal Financial Assistance Bill

The bill states that the U.S. president will designate one or more
officers from the Executive Branch with appropriate expertise in
areas like economic stabilization, financial aid to commerce and
industry, financial restructuring, energy efficiency, and
environmental protection, to facilitate the restructuring
necessary to achieve the long-term financial viability of the
automakers.  The president will also appoint may appoint
additional persons with expertise.

The president's designee will determine by Jan. 1, 2009,
appropriate measures for assessing the progress of each eligible
automobile manufacturer toward transforming the plan submitted by
the automakers to the Congress on Dec. 2, 2008, into a
restructuring plan to be submitted by March 31, 2009, aimed at
achieving and sustaining long-term viability, international
competitiveness, and energy efficiency of the automakers.

Up to $14 billion in loans will be provided.  Loans shall mature
in seven years, or the President's designee may determine a longer
period.  The loans will have (a) 5% interest during the five-year
period beginning on the date on which the designee disburses the
loan; and (b) 9% interest after the end of the five-year period.
Payments will be made semi-annually.  The loans shall be
prepayable without penalty at any time.

Borrowers must then allow the designee access to their books,
papers, records, or other data; and those of their subsidiaries,
affiliates, or entity holding an ownership interest of 50% or
more.  They must provide information requested by the designee and
promptly inform the designee of any asset sale, investment,
contract, commitment, or other transaction proposed to be entered
into that has a value in excess of $100 million, and any other
material change in the financial condition of the automakers.

If the borrowers fail to make adequate progress towards meeting
the restructuring progress assessment measures established by the
designee, or if after March 31, 2009, the borrowers fail to submit
an acceptable restructuring plan or fail to comply with any
conditions or requirement applicable under the Act or applicable
fuel efficiency and emissions requirements, or the borrowers fail
to make adequate progress in the implementation of their
restructuring plan, repayment of any loan may be accelerated to an
earlier date, and any other financial assistance may be cancelled
by the designee;

The designee may not provide any loan unless he or she receives
from the borrowers:

     -- securities which are traded on a national securities
        exchange, a warrant giving the right to the designee to
        receive nonvoting common stock or preferred stock or a
        voting stock in the company; and

     -- a warrant for common or preferred stock or an instrument
        that is the economic equivalent of such a warrant in the
        holding company of the eligible borrower, or any company
        that controls a majority stake in the borrower.

The designee shall require the borrowers to meet appropriate
standards for executive compensation and corporate governance,
which include, among other things:

     -- limits on compensation that exclude incentives for senior
        executive officers of the borrower

     -- provision for the recovery of any bonus or incentive
        compensation paid to a senior executive officer based on
        statements of earnings, gains, or other criteria that are
        later found to be materially inaccurate;

     -- prohibition to make any golden parachute payment to a
        senior executive officer

A copy of the bill is available for free at:

                http://ResearchArchives.com/t/s?3607

                       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.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, 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.


CLOVERLEAF DECATUR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cloverleaf of Decatur, LLC
        P.O. Box 2837
        Decatur, AL 35602

Bankruptcy Case No.: 08-83985

Chapter 11 Petition Date: December 5, 2008

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Cynthia R Slate-Cook, Esq.
                  Cindyslatecook@aol.com
                  Slate, Cook & Waters
                  P.O. Box 1344
                  Decatur, AL 35602
                  Tel: (256) 353-7912

Total Assets: $4,679,321

Total Debts: $6,722,064

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

            http://bankrupt.com/misc/alnb08-83985.pdf

The petition was signed by Tony W. Moore, managing member of the
company.


COBALT CMBS: S&P Puts Class O Certs. CCC+ Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 10
classes of commercial mortgage pass-through certificates from
COBALT CMBS Commercial Mortgage Trust 2006-C1 on CreditWatch with
negative implications.

The CreditWatch placements follow S&P's preliminary analysis of
six loans ($107.5 million, 4.3%) that were transferred to the
special servicer, CWCapital Asset Management LLC.  The transfers
occurred in October 2008 and were reflected on the November 2008
remittance report.

CWCapital plans to pursue foreclosure on four of the six loans.
Details of these four loans are:

  -- The Valley View Portfolio loan has a total exposure of
     $27.6 million.  The loan is secured by two Carefree senior
     independent-living properties built in 2002 in Las Vegas with
     a total of 426 units.  The loan was transferred to the
     special servicer due to imminent default and is now 30 days
     delinquent.  Occupancy at the properties had deteriorated to
     75.1% as of October 2008 from 88.5% at issuance.

  -- The Twin Lakes loan has a total exposure of $15.2 million.
     The loan is secured by a 210-unit high-rise multifamily
     property built in 1973 in Miami, Florida.  The loan was
     transferred to the special servicer due to imminent default
     and is now 60 days delinquent.  The borrower has not provided
     updated financials in over a year.  CWCapital is in the
     process of putting a receiver in place.

  -- The Linens 'N Things loan has a total exposure of
     $4.4 million.  The loan is secured by a 34,133-sq.-ft.
     single-tenant retail property built in 1995 in Westminster,
     Colorado.  The loan was transferred to the special servicer
     due to imminent default.  The property is 100% occupied by
     Linens 'N Things, which is in bankruptcy and undergoing
     liquidation.  The tenant will vacate the property by Jan. 1,
     2009.  The submarket is currently experiencing an oversupply
     of vacant single-tenant big-box retail spaces, which will
     pose a challenge to re-leasing efforts.

  -- The Shoppes on Shugart Shopping Center loan has a total
     exposure of $3.2 million.  The loan is secured by a 26,425-
     sq.-ft. unanchored retail property built in 2004 in Dalton,
     Georgia.  The loan was transferred to the special servicer
     due to monetary default and is now 90-plus days delinquent.
     The property recently lost one of its major restaurant
     tenants.

The two remaining loans were transferred to the special servicer
due to imminent default but are current.  The Carefree Pebble loan
($34.4 million total exposure) and the Carefree Spring Valley loan
($22.7 million) are both secured by senior independent-living
properties in Las Vegas.  Carefree Pebble consists of 416 units
and was built in 2002, and Carefree Spring Valley consists of 271
units and was built in 1998.  The properties were experiencing
debt service shortfalls as of second-quarter 2008.  The borrower
has indicated that it will fund the shortfalls while it works to
reduce expenses at the properties.  CWCapital expects to transfer
these two loans back to the master servicer.

The Fortress/Ryan's portfolio loan, totaling $62.0 million (2.5%),
also remains with the special servicer.

S&P will resolve the CreditWatch placements after it completes its
review of the specially serviced assets and the remaining loans in
the pool.

              Ratings Placed on CreditWatch Negative

          COBALT CMBS Commercial Mortgage Trust 2006-C1
    Commercial mortgage pass-through certificates series 2006-C1

                   Rating
                   ------
      Class     To                From        Credit enhancement
      -----     --                ----        ------------------
      E         A-/Watch Neg      A-                       6.49%
      F         BBB+/Watch Neg    BBB+                     5.34%
      G         BBB/Watch Neg     BBB                      4.32%
      H         BBB-/Watch Neg    BBB-                     2.92%
      J         BB/Watch Neg      BB                       2.67%
      K         BB-/Watch Neg     BB-                      2.29%
      L         B+/Watch Neg      B+                       1.91%
      M         B/Watch Neg       B                        1.78%
      N         B-/Watch Neg      B-                       1.53%
      O         CCC+/Watch Neg    CCC+                     1.27%


COLTS 2005-1: Moody's Confirms 'Ba1' Rating on Class E Notes
------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of these notes
issued by Colts 2005-1 Ltd.:

Class Description: Class D Floating Rate Deferrable Interest Notes

  -- Prior Rating: Baa2, on review for possible upgrade
  -- Prior Rating Action Date: September 27, 2007
  -- Current Rating: Baa2

Class Description: Class E Floating Rate Deferrable Interest Notes

  -- Prior Rating: Ba1, on review for possible upgrade
  -- Prior Rating Action Date: September 27, 2007
  -- Current Rating: Ba1

According to Moody's, while the transaction has continued to
delever, there is risk associated with the remaining collateral
which is substantially concentrated in a few industries and
issuers.  The underlying collateral pool consists primarily of
senior secured loans.


COMMONWEALTH MEDICAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Commonwealth Medical Center, Inc.
        2500 Hospital Drive
        Aliquippa, PA 15001

Bankruptcy Case No.: 08-28144

Chapter 11 Petition Date: December 5, 2008

Court: Western District of Pennsylvania

Judge: Thomas P. Agresti

Debtor's Counsel: Robert O. Lampl, Esq.
                  rol@lampllaw.com
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412)-392-0335

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

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

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

The petition was signed by John O'Donald, chief executive officer
of the company.


COMUNITY LENDING: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
converted on Nov. 26, 2008, ComUnity Lending, Inc. and LES
Liquidation, Inc.'s jointly administered Chapter 11 cases to
proceedings under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 20, 2008, the
Debtors told the Court that they have successfully completed the
liquidation of substantially all of CLI's loans and real estate
owed properties (REOs), along with other assets.  The Debtors said
that that the continuing decline of the real estate market and the
current financial crisis had adversely impacted the value of their
assets, and as a result they no longer believed that a liquidating
plan can assure creditors more than they would receive in a
Chapter 7 case.

                      About ComUnity Lending

Headquartered in San Jose, California, ComUnity Lending Inc.
-- http://www.comunitylending.com/-- is a mortgage lender, with
mortgage programs of up to $1,500,000.  The company and its
affiliate, LES Liquidation Inc., filed for Chapter 11
protection on Jan. 4, 2008 (Bankr. N.D. Calif. Case Nos. 08-50030
and 08-50031).  Craig C. Chiang, Esq., at Buchalter Nemer, Doris
A. Kaelin, Esq., Ivan Jen, Esq., Jenny L. Fountain, Esq., John
Walshe Murray, Esq., and Robert A. Franklin, Esq., at the Law
Offices of Murray and Murray, represent the Debtors in their
restructuring efforts.  When ComUnity Lending filed for protection
from its creditors, it listed assets and liabilities of
$10 million to $50 million.  No Creditors' Committee has been
formed.


CORNERSTONE PROPERTIES: Case Summary & 2 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Cornerstone Properties, LLC
        5701 Portsmouth Boulevard
        Portsmouth, VA 23703

Bankruptcy Case No.: 08-74134

Chapter 11 Petition Date: December 5, 2008

Court: Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: W. Greer McCreedy, II, Esq.
                  wmccreedy@kpct.com
                  Kellam, Pickrell, Cox & Tayloe
                  403 Boush Street, Suite 300
                  Norfolk, VA 23510
                  Tel: (757)627-8365

Total Assets: $2,099,000

Total Debts: $1,760,215

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

            http://bankrupt.com/misc/vaeb08-74134.pdf

The petition was signed by Charles W. Blanchard, manager of the
company.


CREDIT AND REPACKAGED: S&P Lowers Ratings on Two Notes to Low-B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
spread-based leveraged super-senior notes issued by Credit and
Repackaged Securities Ltd.'s series 2006-14 and REVE SPC's series
2007-42.  At the same time, S&P placed the lowered ratings on
CreditWatch with negative implications.

These downgrades and CreditWatch placements follow spread widening
in the credit default swap market.  S&P observed movement in the
weighted-average spread of the reference portfolios by up to 100
basis points in November 2008.

S&P has also lowered its ratings on the underlying reference
obligors.  Some of the transactions affected include reference
obligors that have also suffered credit events.  For these
obligors, S&P assumes the ISDA protocol auction price as the
recovery rate received following the credit event.

S&P believes that the spread-based LSS transactions have a higher
probability of breaching their portfolio spread triggers;
consequently, S&P took negative rating actions on these deals.

        Ratings Lowered and Placed on CreditWatch Negative

                Credit And Repackaged Securities Ltd.
                          Series 2006-14

                                   Ratings
                                   -------
           Class           To                     From
           -----           --                     ----
           Notes           BB+/Watch Neg          BBB

                            REVE SPC
                          Series 2007-42

                                   Ratings
                                   -------
           Class           To                     From
           -----           --                     ----
           Notes           B+/Watch Neg           A-


DAN & CONNIE: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dan & Connie Lynds, Inc.
        216 Schumaker Road, Box H
        Colville, WA 99114

Bankruptcy Case No.: 08-05098

Chapter 11 Petition Date: December 4, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Barry W Davidson, Esq.
                  cnickerl@dbm-law.net
                  Davidson Backman Medeiros PLLC
                  601 West Riverside Avenue, Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660

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

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

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

            http://bankrupt.com/misc/waeb08-05098.pdf

The petition was signed by Danial A. Lynds, president of the
company.


DEL MONTE: S&P Raises Subordinated Debt Rating to 'BB-' From 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
subordinated debt rating on Del Monte Corp. to 'BB-' (the same as
the corporate credit rating) from 'B+', and revised the recovery
rating to '3', indicating the expectation of meaningful (50%-70%)
recovery in the event of payment default, from '5'.  S&P removed
these issue-level ratings from CreditWatch with positive
implications, where S&P placed them on Oct. 7, 2008, following the
company's intention to repay debt using net proceeds from the sale
of its seafood business.  The company has since determined the
final allocation of $305 million of senior secured term loan debt
repayment.  In addition, S&P affirmed parent Del Monte Foods Co.'s
'BB-' corporate credit rating, and its subsidiary Del Monte
Corp.'s 'BB+' senior secured bank loan ratings (these ratings were
not listed on CreditWatch).  The outlook is stable.  As of
Oct. 26, 2008, San Francisco, California-based Del Monte had about
$1.9 billion of total debt.

The ratings on Del Monte reflect moderate debt levels and exposure
to volatile commodity costs.  The company's diverse product
portfolio with leading market shares and high brand recognition in
the stable, domestic, shelf-stable fruit and vegetable processing
industry and pet food sector offset some of the risk factors.

The outlook on Del Monte is stable.  S&P expects Del Monte will
apply its free cash flow to debt reduction and maintain leverage
near 4x and FFO to total debt near 15%.  While S&P is concerned
about continued EBITDA margin deterioration, S&P expects the
company to improve operating performance in the second half of
fiscal 2009.

"We could revise the outlook to negative if performance and
covenant cushion does not improve as expected and credit measures
weaken, or financial policy becomes more aggressive," said S&P's
credit analyst Alison Sullivan.  S&P is unlikely to revise the
outlook to positive in the near term, but would require strong
covenant cushion and leverage sustained at or below
3.5x.  "This could occur in a scenario of mid- to high-single-
digit revenue growth and a 250-basis-point EBITDA margin expansion
over fiscal 2008 levels," she continued.


DELPHI CORP: Wants Sole Right to File Plan Extended to Jan. 31
--------------------------------------------------------------
Delphi Corp. has asked the U.S. Bankruptcy Court for the Southern
District of New York to preclude its creditors' committee from
filing a competing plan before Jan. 31, Bill Rochelle of Bloomberg
News reports.  The Delphi's reorganization plan that was confirmed
by the Bankruptcy Court in January 2008 prevents anyone other then
the committee from proposing a plan.

Mr. Rochelle also notes that the new motion, to be heard Dec. 17,
is silent about whether Delphi can emerge from Chapter 11 before
the fate of former parent General Motors Corp. is sorted out.

The hearing to consider preliminary approval of the Delphi Corp.'
and its affiliates' proposed modifications to their confirmed
First Amended Joint Plan of Reorganization is also scheduled for
hearing on Dec. 17, 2008, after the schedule was adjourned three
times.

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

The Preliminary Plan Modification Hearing was originally scheduled
for October 23, 2008, and contemplated Delphi's emergence from
bankruptcy by Dec. 31, 2008.  The modified plan does not require,
in addition to US$4,700,000,000 of debt exit financing,
Appaloosa's US$2,550,000,000 cash-for-equity investment, which was
the highlight of the Court-confirmed, but unconsummated, Jan. 25,
2008 PoR.  The modified plan requires debt exit financing of
US$2.75 billion plus a US$1,000,000,000 raised through a rights
offering.

Delphi, however, has signed deals with General Motors Corp. and
its DIP Lenders, led by JPMorgan Chase Bank, N.A., in order to
have access to borrowed cash until mid-2009.  Delphi, however, has
said that "in the face of the current unprecedented turbulence in
the credit markets and uncertainty in the automobile industry," it
does not anticipate emerging from chapter 11 prior to December 31,
2008, when its financing deals mature.

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

Under the modifications to the confirmed plan, unsecured creditors
could recover 38.8% compared with 100% under the confirmed pLan.

                     About Delphi Corp.

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

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

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


DELTA AIR LINES: Court Expunges $5.4-Bil. Aircraft Claims
---------------------------------------------------------
In two separate orders, the U.S. Bankruptcy Court for the Southern
District of New York expunged:

  * 27 claims filed against Delta Air Lines, Inc., totaling
    $5,414,846,250, a full-text copy of which is available for
    free at:

    http://bankrupt.com/misc/Delta_27ExpungedAircraftClaims.pdf

  * 6 claims for an unspecified total amount, a full-text copy
    of which is available for free at:

    http://bankrupt.com/misc/Delta_6ExpungedAircraftClaims.pdf

The Debtors maintained that the Claims, arising from various
aircraft transactions, have been paid in full as a result of (i)
payments authorized by the Court; or (ii) Aircraft Agreements
under which the Claims were asserted, were assumed, and cured
pursuant to the Plan of Reorganization.

                          About Delta Air

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

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

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

(Delta Air Lines Bankruptcy News, Issue No. 112; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.

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


EL PASO: S&P Puts 'BB-' Unsecured Debt Rating on $500MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
unsecured debt rating to El Paso Corp.'s issuance of $500 million
of senior notes due in 2013.  The recovery rating is '5',
indicating modest (10%-30%) recovery of principal in a default
scenario.  At the same time, S&P affirmed its 'BB' corporate
credit rating on El Paso and revised the outlook to negative from
stable.  The company expects to use the debt issuance to repay
short-term borrowings.

The outlook revision reflects the company's expected tight
liquidity position throughout 2009 as capital expenditures should
remain well above operating cash flow projections, which S&P
expects will result in a marked decline in the company's cash
balance.  While the $500 million debt issuance helps to prefund
about $1 billion of 2009 debt maturities, the use of unrestricted
cash would be needed to meet these maturities if additional
external financings or cutbacks in capital expenditures do not
occur.  The expected decline in the company's cash balance could
be exacerbated by lower operating cash flows due to the effect of
lower oil and gas prices over the next 12 months, although a
sizable hedge position does provide support.  As such, external
financings beyond those required for the 2009 debt maturities or
cutbacks in discretionary capital expenditures in the exploration
and production business may be necessary to provide credit
support.

"We expect El Paso to be proactive in establishing additional
liquidity over the next year.  While some modest asset sale
proceeds are anticipated and are not a driving force in the
company's liquidity position, they will provide additional funds
although execution risk remains," said S&P's credit analyst
William Ferara.

The ratings on El Paso reflect a satisfactory overall business
risk profile, which includes the stability of the company's
interstate natural gas pipeline systems, and partly offset by the
risks associated with its E&P segment and a significantly
improved, although still aggressive, financial profile.  As of
Sept. 30, 2008, El Paso had $13.9 billion of total debt.

The negative outlook reflects S&P's expectation of the company's
tight liquidity position throughout 2009.  Producing the required
sources of funds to meet 2009 debt maturities and capital spending
requirements is crucial to maintaining ratings.  S&P could lower
the ratings if the company's liquidity position deteriorates to
the point where it is expected to be less than $500 million by
year-end 2009 or if credit metrics weaken beyond expectations,
specifically FFO to debt of 15% and debt to EBITDA of 5%.  S&P
could revise the outlook to stable if the company is able to
source sufficient funds to the point where year-end 2009 liquidity
is firmly expected to approximate $1 billion.  A $500 million to
$1 billion liquidity figure will be viewed in tandem with the
source of funds received and the potential for additional funds to
be obtained to determine if a rating or outlook change is
necessary.  Higher ratings could occur if key credit metrics
significantly improve and are sustained at higher levels,
specifically FFO to total debt of at least 25% and total debt to
EBITDA of 3.0x-3.5x.  Upside potential also depends on how well
the company executes on its major capital projects and manages its
capital spending program without a significant increase in debt
levels.


EL PASO: Moody's Rates Proposed $500MM Senior Unsec. Notes at Ba3
-----------------------------------------------------------------
Moody's rated El Paso Corporation's proposed $500 million senior
unsecured notes offering Ba3 (LGD 4, 58%).  Simultaneously,
Moody's affirmed EP's Ba3 Corporate Family Rating and Probability
of Default Rating, the Ba3 rating (LGD4, 58%) on the existing
senior notes, and the Baa3 rating for all four of its majority-
owned pipeline subsidiaries (El Paso Natural Gas company, Southern
Natural Gas, Tennessee Gas Pipeline Company, and Colorado
Interstate Gas Company).  Moody's also changed the rating on the
senior secured credit facility to Ba2 (LGD 3, 32%) from Ba1 (LGD
2, 26%) and affirmed the SGL-3 speculative grade liquidity rating.
The outlook has changed to stable from positive.

Proceeds from the new notes offering will be used for general
corporate purposes including 2009 debt maturities.  Under Moody's
Loss Given Default methodology, the rating for the secured credit
facility rating was lowered due to the increased use of both the
El Paso Production secured revolver and the parent company's
senior secured revolver.  The increased expected usage raises the
percent of senior secured debt in the capital structure and
results in a lower facility rating.

The move to a stable outlook reflects the company's tighter
liquidity position as it heads into 2009 with a still aggressive
capex plan, despite lowering it over the last few months, as well
as less favorable momentum within its exploration and production
business than the positive outlook had anticipated.  While the
proceeds of the notes offering will enhance the company's ability
to handle the approximate $1.0 billion of debt maturities by May
2009, the company currently maintains a full spending plan that is
expected to result in EP outspending its cash flow over the course
of the coming year.

The ratings could be lowered if overall liquidity does not
improve, especially if commodity prices remain unsupportive and
spending is not adjusted lower.  The company does have alternate
sources of liquidity in the form of unencumbered assets, however,
given the extremely difficult market conditions, the ability to
quickly raise additional liquidity is not certain.

While the company has reconfigured its E&P property base to
position it for growth, the company's sequential quarterly
production trends were impacted by the hurricanes (with a small
amount of volumes still shut-in) and the company's capex cutbacks
for E&P, which started in Q4'08, has brought spending down to
maintenance levels, leading to the expectation that production
will remain flat for 2009 (assuming no production disappointments)
despite still spending approximately $1.2 billion.  If the company
were to cut E&P capex further to preserve liquidity, the E&P
segment would likely see a decline in its volumes.  Further, given
the weakness in commodity prices, Moody's expects many E&P
companies, including EP, could face negative price revisions to
their oil and gas reserves, which would impact capital
productivity for the year.

A positive outlook and/or upgrade could be re-considered if the
company reports good capital productivity from its 2008 E&P
capital program, has replenished liquidity to fully accommodate
the current level of spending, and has begun to re-establish
organic growth in E&P production without significantly raising
leverage from current levels.

The SGL-3 considers the company's cash position of about
$1.2 billion, the pro forma availability of about $1.2 billion
(net of L/Cs) under the company's $1.5 billion revolving credit
facility at the parent, and Moody's estimates EBITDA of over
$3.0 billion.  While liquidity will be tighter than it is today,
Moody's expect these sources to be sufficient to cover pending
debt maturities of approximately $1.0 billion, a capital program
of $3.0 billion for 2009, interest expense of about $900 million,
and dividends of about $120 million.  The company also has
unencumbered E&P assets, equity interests in three of its
pipelines, as well as its unit in El Paso Pipeline Partners that
can be either sold or pledged as collateral for additional
liquidity if needed.  The SGL-3 also incorporates the expectation
that EP will remain well within the facilities maintenance
covenants.

The last rating action was May 22, 2008, when the ratings and
positive outlook were affirmed.

El Paso Corporation is headquartered in Houston, Texas.


EXTENDED STAY: In Negotiations, May Give Up Biz. to Lenders
-----------------------------------------------------------
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: Wants to Access $62.4-Million Goldman DIP Facility
-----------------------------------------------------------
EZ Lube LLC and its debtor-affiliate, Xpress Lube-Tech Inc., ask
the United States Bankruptcy Court for the District of Delaware
for authority to obtain $62,476,490 of debtor-in-possession
financing under a senior secured superpriority DIP agreement with
a syndicate of financial institutions led by Goldman Sachs
Specialty Lending Group LP, as administrative agent.

The Debtors ask the Court for permission to use $2.5 million on
the interim.

The Debtors tell the Court that they have an urgent need to obtain
postpetition financing -- and use of cash collateral -- to allow
them to proceed with the sale of their assets and maintain their
business operations.  The absent of financing would suffer
immediate harm to their estate, the Debtors point out.

According to the motion, the Debtors are parties to two separate
credit agreements:

   a) A First Lien Credit Agreement dated Dec. 13, 2005, as
      amended, with Goldman Sachs to provide $57,000,000, which
      consists of a five-year revolving credit facility of
      $17 million in revolving credit loan and a five-year term
      loan of $40 million.  The first lien lenders were granted a
      senior security interest in substantially all of Xpress
      Lube-Tech's assets.  The Debtor owed about $16 million under
      the revolver and $37.5 million under the first lien term
      loan and guaranty; and

   b) A Second Lien Credit Agreement dated Dec. 13, 2005, as
      amended, with Hudson Straits CLO 2004 Ltd., Gale Force 1
      CLo Ltd., Foxe Basin CLO 2003 Ltd. GSO Credit Opportunities
      Fund (Helios) LP; GSO Special Situations Overseas Master
      Fund Ltd, where in lenders provided a seven-year term loan
      of $35 million.  The obligations are secured by all of the
      Debtors' assets and junior only to the liens provided under
      the First Lien Credit Agreement.  As of their bankruptcy
      filing, the Debtors owed $27.8 million under the second
      lien term loan.

Xpress Lube-Tech said it is a gaurantor of EZ Lube's obligations
owed uuder the Second Lien Credit Agreement and has granted the
Second Lien Lenders a security interest in substantially all of
its assets junior on to the liens granted under the first lien
credit agreement.

Salient terms of the DIP credit facility are:

    Borrower and Guarantors:   EZ Lube LLC and Xpress Lube-Tech
                               Inc;

    Lender:                    Goldman Sachs Specialty Lending
                               Group LLC;

    Revolving Loan Amount:     $2.5 million initially and
                               $9.0 million in total;

    Term Loan Amount:          The entire amount of the
                               rolled-up First Lien Obligations;

    Interest Rate:             Floating rate equal to Base
                               Rate plus 7.0% with respect to
                               the DIP revolving facility;

                               Floating rate equal to Base
                               Rate plus 4.5%

    Fees:                      A facility fee of $270,000; and
                               administration fee of $100,000
                               per annum; and unused line of
                               fee of0.5% per annum.

Under the agreement, the DIP facility will be due and payable on
the earliest to occur of, among other things:

   -- 180 days after the Debtors' bankruptcy filing;

   -- 30 days after the entry of Court's interim order;

   -- effective date of a plan of reorganization;

   -- acceleration of the DIP loans and the termination of
      the commitments in accordance with the DIP agreement;

   -- entry of an court order granting relief from the
      automatic stay allowing foreclosure of any assets of
      the Debtors of $100,000 in the aggregate;

   -- date a sale of all of the capital stock or assets of
      any Debtor is consummated under Section 363; or

   -- entry of an order of dismissal or conversion of the
      Debtors' case or the appointment of a Chapter 11 trustee.

To secure their DIP obligations, the lenders will be granted a
superpriority administrative expense claims with priority, subject
to carve-out, over any and all administrative expenses and all
other claims against the Debtors.

The DIP facility is subject to a $250,000 carve-out for payment of
fees incurred by professionals of Debtors, and any statutory
committee.

The DIP agreement contains customary and appropriate events of
default including failure to (i) obtain an acceptable bidding
procedures motion and sale order; and (ii) retain chief
restructuring officer Stephen V. Coffey.

A full-text copy of the senior secured superpriority DIP agreement
is available for free at http://ResearchArchives.com/t/s?35f9

A full-text copy of the term loan and revolving commitments is
available for free at http://ResearchArchives.com/t/s?35fa

                         About EZ Lube LLC

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com-- provide oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.  The
company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection
on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256).
The Debtors proposed Broadway Advisors LLC as financial advisor;
Coffey Management Company as chief restructuring advisor; and
Kurztman Carson Consultants LLC as notice, claims and solicitation
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


EZ LUBE: Wants to Hire Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------
EZ Lube LLC and its debtor-affiliate ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Pachulski Stang Ziehl & Jones LLP as their counsel.

The firm is expected to:

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

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

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

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

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

The firm's professionals and their compensation rates are:

    Professionals               Hourly Rates
    -------------               ------------
    Laura Davis Jones              $775
    David Bertenthal               $595
    Curtis Hehn                    $445
    Timothy P. Cairns              $735
    Louise Tuschak                 $195

Laura Davis Jones, Esq., partner at the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and their creditors, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

    Laura Davis Jones, Esq.
    ljones@pszjlaw.com
    Pachulski Sating Ziehl & Jones LLP
    919 North Market Street, 17th floor
    P.O. Box 8705
    Wilmington, Delaware 19899-8705
    Tel: (302) 652-4100
    Fax: (302) 652-4400
    http://www.pszjlaw.com/

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com-- provide oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.  The
company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection
on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256).
The Debtors proposed Broadway Advisors LLC as financial advisor;
Coffey Management Company as chief restructuring advisor; and
Kurztman Carson Consultants LLC as notice, claims and solicitation
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


FORD MOTOR: House Passes $14 Bln. Financial Aid for Big 3
---------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that The House of
Representatives has passed the bill on the government financial
assistance being requested by General Motors Corp., Ford Motor
Co., and Chrysler LLC.

According to WSJ, the Democrats and the Bush administration hoped
for a Senate vote as early as Dec. 11 and enactment by week's end.
Republicans in the Senate objected the bill, which could affect
the bailout, says the report.  The report quoted Sen. Richard
Shelby as saying, "I'm going to oppose the package because I think
this is just the down payment on billions and billions to come.
These are failed or failing companies."  Sen. John Cornyn,
according to the report, said that he and other Republicans have
concerns on whether the proposed "car czar," who would supervise
the bailout program, would be able to force concessions needed to
return the industry to financial stability.  Some Republicans said
that they might support the bailout especially if the car czar is
given stronger authority to dictate terms of a restructuring.

            The Auto Federal Financial Assistance Bill

The bill states that the U.S. president will designate one or more
officers from the Executive Branch with appropriate expertise in
areas like economic stabilization, financial aid to commerce and
industry, financial restructuring, energy efficiency, and
environmental protection, to facilitate the restructuring
necessary to achieve the long-term financial viability of the
automakers.  The president will also appoint may appoint
additional persons with expertise.

The president's designee will determine by Jan. 1, 2009,
appropriate measures for assessing the progress of each eligible
automobile manufacturer toward transforming the plan submitted by
the automakers to the Congress on Dec. 2, 2008, into a
restructuring plan to be submitted by March 31, 2009, aimed at
achieving and sustaining long-term viability, international
competitiveness, and energy efficiency of the automakers.

Up to $14 billion in loans will be provided.  Loans shall mature
in seven years, or the President's designee may determine a longer
period.  The loans will have (a) 5% interest during the five-year
period beginning on the date on which the designee disburses the
loan; and (b) 9% interest after the end of the five-year period.
Payments will be made semi-annually.  The loans shall be
prepayable without penalty at any time.

Borrowers must then allow the designee access to their books,
papers, records, or other data; and those of their subsidiaries,
affiliates, or entity holding an ownership interest of 50% or
more.  They must provide information requested by the designee and
promptly inform the designee of any asset sale, investment,
contract, commitment, or other transaction proposed to be entered
into that has a value in excess of $100 million, and any other
material change in the financial condition of the automakers.

If the borrowers fail to make adequate progress towards meeting
the restructuring progress assessment measures established by the
designee, or if after March 31, 2009, the borrowers fail to submit
an acceptable restructuring plan or fail to comply with any
conditions or requirement applicable under the Act or applicable
fuel efficiency and emissions requirements, or the borrowers fail
to make adequate progress in the implementation of their
restructuring plan, repayment of any loan may be accelerated to an
earlier date, and any other financial assistance may be cancelled
by the designee;

The designee may not provide any loan unless he or she receives
from the borrowers:

     -- securities which are traded on a national securities
        exchange, a warrant giving the right to the designee to
        receive nonvoting common stock or preferred stock or a
        voting stock in the company; and

     -- a warrant for common or preferred stock or an instrument
        that is the economic equivalent of such a warrant in the
        holding company of the eligible borrower, or any company
        that controls a majority stake in the borrower.

The designee shall require the borrowers to meet appropriate
standards for executive compensation and corporate governance,
which include, among other things:

     -- limits on compensation that exclude incentives for senior
        executive officers of the borrower

     -- provision for the recovery of any bonus or incentive
        compensation paid to a senior executive officer based on
        statements of earnings, gains, or other criteria that are
        later found to be materially inaccurate;

     -- prohibition to make any golden parachute payment to a
        senior executive officer

A copy of the bill is available for free at:

                http://ResearchArchives.com/t/s?3607

                       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-'.


FOX I LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Fox I, LLC
        10511 Lawyers Road
        Vienna, VA 22181

Bankruptcy Case No.: 08-17640

Chapter 11 Petition Date: December 5, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Thomas F. DeCaro, Jr., Esq.
                  tfd@erols.com
                  14406 Old Mill Rd., # 201
                  Upper Marlboro, MD 20772
                  Tel: (301) 464-1400

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

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

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

The petition was signed by Maritza Urdinola, president of the
company.


FRONTIER AIRLINES: Drops Pepsi Center Sponsorship; Inks Coke Deal
-----------------------------------------------------------------
Frontier Airlines Inc. seeks to reject an agreement to sponsor
teams that play in Denver's Pepsi Center arena, including the
Colorado Avalanche, Denver Nuggets, Colorado Crush and the
Colorado Mammoth lacrosse team.

In a document filed with the Court, Frontier wants to reject
effective Dec. 4, its Agreement for Sponsorship and Promotion
Rights dated July 1, 2006, with Kroenke Arena Company LLC.
Objections are still due Dec. 15.  The rejection plan was filed as
a notice before the U.S. Bankruptcy Court for the Southern
District of New York.  The rejection may be approved absent
objections.

According to Bloomberg's Christopher Scinta, the Avalanche and
Nuggets are owned by billionaire Stan Kroenke, who also co-owns
the National Football League's St. Louis Rams and has a stake in
English Premier League soccer club Arsenal.  Frontier had a
package sponsorship to advertise in the arena and provide travel
to the teams, said spokeswoman Lindsey Purves, who did not
disclose the value of the deal.

Bloomberg notes that while Frontier is withdrawing advertising
from the Pepsi Center, the carrier will now serve PepsiCo products
on its planes after rejecting a contract with Coca-Cola
Enterprises Inc., Ms. Purves said.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Classes
----------------------------------------------------------
Fitch Ratings affirms and assigns Rating Outlooks to GE Commercial
Mortgage Securities Inc. commercial mortgage pass-through
certificates, series 2005-C3:

  -- $42.7 million class A-1 at 'AAA'; Outlook Stable;
  -- $117.4 million class A-2 at 'AAA'; Outlook Stable;
  -- $180 million class A-3FX at 'AAA'; Outlook Stable;
  -- $25 million class A-3FL at 'AAA'; Outlook Stable;
  -- $145.4 million class A-4 at 'AAA'; Outlook Stable;
  -- $118.2 million class A-5 at 'AAA'; Outlook Stable;
  -- $75 million class A-6 at 'AAA'; Outlook Stable;
  -- $74.5 million class A-AB at 'AAA'; Outlook Stable;
  -- $386.7 million class A-7A at 'AAA'; Outlook Stable;
  -- $55.2 million class A-7B at 'AAA'; Outlook Stable;
  -- $438.4 million class A-1A at 'AAA'; Outlook Stable;
  -- $161.4 million class A-J at 'AAA'; Outlook Stable;
  -- Interest-only class X-C at 'AAA'; Outlook Stable;
  -- Interest-only class X-P at 'AAA'; Outlook Stable;
  -- $13.2 million class B at 'AA+'; Outlook Stable;
  -- $29.1 million class C at 'AA'; Outlook Stable;
  -- $21.2 million class D at 'AA-'; Outlook Stable;
  -- $34.4 million class E at 'A'; Outlook Stable;
  -- $18.5 million class F at 'A-'; Outlook Stable;
  -- $23.8 million class G at 'BBB+'; Outlook Stable;
  -- $21.2 million class H at 'BBB'; Outlook Stable;
  -- $31.7 million class J at 'BBB-'; Outlook Stable;
  -- $7.9 million class K at 'BB+'; Outlook Stable;
  -- $7.9 million class L at 'BB'; Outlook Stable;
  -- $10.6 million class M at 'BB-'; Outlook Stable;
  -- $2.6 million class N at 'B+'; Outlook Stable;
  -- $7.9 million class O at 'B'; Outlook Stable.

Fitch does not rate the $7.9 million class P and the $23.8 million
class Q.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  The Rating Outlooks reflect the
likely direction of any rating changes over the next one to two
years.  As of the November 2008 distribution date, the pool has
paid down 1.6% to $2.08 billion from $2.12 billion at issuance.
There have been no delinquent or specially serviced loans since
issuance.

Fitch has identified six loans (1.5% of the pool) as loans of
concern due to declining performance.

Three loans maintain investment grade shadow ratings due to their
stable performance since issuance: Oakland City Center (7.2%),
Inland Hewitt Office Portfolio (6.2%), and Stone Gate Apartments
(0.7%).  Fitch no longer considers Universal Hotel Portfolio
(3.8%) to have characteristics consistent with an investment grade
shadow rating due to a sustainable increase in ground rent expense
since issuance.

Oakland City Center is secured by a 1.6 million square foot
commercial complex which consists of seven office/retail buildings
in Oakland, California.  Occupancy as of June 30, 2008 was 93%, in
line with the occupancy at issuance of 92.4%.  The interest only
loan has a scheduled maturity in May 2010 and a coupon of 4.63%.
Inland Hewitt Office Portfolio is secured by seven office
buildings totaling 1.1 million sf in Lincolnshire, Illinois.  The
collateral is 100% leased to Hewitt Associates, Inc., which has
credit characteristics consistent with an investment grade rated
company.  The interest only loan has an anticipated repayment date
in June 2010 and a coupon of 5.04%.

The Universal Hotel Portfolio consists of three hotels in Orlando,
Florida, with a total of 2,400 keys.  Expenses at the properties
have increased substantially since issuance, mainly driven by an
increase in ground rent.  Operating performance at the properties
is in line with issuance.  The trailing twelve month combined
occupancy for the hotels as of September 2008 was 78.1%, compared
to 81.9% at issuance.  Average daily rate and revenue per
available room for the same period were $228 and $178 compared to
issuance at $208 and $171, respectively.

Stone Gate Apartments is secured by a student apartment complex
with 672 bedrooms located less than one mile away from James
Madison University in Harrisonburg, Virginia.  Occupancy as of
June 30, 2008 increased to 100% from 99% at issuance and 90% from
June 2006.


GENERAL GROWTH: 25% Shareholder Expects Firm to Avert Bankruptcy
----------------------------------------------------------------
Kris Hudson and Lingling Wei at The Wall Street Journal report
that General Growth Properties Inc. investor William Ackman
believes that the company will be able to avert a bankruptcy
filing.

Robert Frank and Kris Hudson at WSJ relate that if General Growth
can't negotiate new terms with lenders by Friday at midnight and
be declared in default of its loans, General Growth told investors
it could file for Chapter 11.

WSJ states that General Growth has been struggling all year to
decrease its $27 billion debt load, and Mr. Ackman, who acquired a
7.5% stake in General Growth, believed that the company is poised
to rebound.

According to WSJ, Mr. Ackman's Pershing Square Capital Management
LP, which has over $5 billion under management, entered into swap
contracts with BNP Paribas, Citigroup Inc., and other institutions
that give the company a benefit of owning another 18.1% of General
Growth.  Pershing Square, says WSJ, also reported this week that
it owns an undisclosed amount of General Growth's debt that might
give it a seat at the bankruptcy table.

WSJ states that Mr. Ackman paid $48.6 million, an average of 71
cents a share for General Growth.

Mr. Ackman disclosed Dec. 8 with the Securities and Exchange
Commission that as of Dec. 8, 2008, he beneficially owned an
aggregate of 20,080,690 common shares (7.5% of the shares
outstanding).  He and his firms also have additional economic
exposure to approximately 48,500,000 common shares under certain
cash-settled total return swaps, bringing their total aggregate
economic exposure to 68,580,690 common shares (approximately 25.6%
of the outstanding common shares).

Mr. Ackman, through firms Perishing Square, L.P., and Perishing
Square II, L.P., bouth the shares at $0.35 to $.1.58 apiece in
transactions from Nov. 13, to Dec. 5.

            Board Members Tell CEO to Resign

WSJ relate that two General Growth board members told CEO John
Bucksbaum that it was time for him to resign.  According to WSJ,
an internal probe showed that Mr. Bucksbaum's family trust had
breached company policy by making private loans to two company
officers and failing to inform the board.

WSJ quoted Mr. Bucksbaum as saying, "I accept the decision.  I'll
do what's in the best interest of the company and its
shareholders."

Mr. Bucksbaum's departure from General Growth would be the end of
the family's management control of the company, WSJ reports.  The
report says that Mr. Bucksbaum's father and uncle founded General
Growth 54 years ago.

WSJ states that Mr. Bucksbaum and his deputies, other than loans
made to stop a massive stock selloff by executives, also brought
the company with debts totaling more than $27 billion in recent
years.  General Growth's stock, says the report, declined more
than 97% in the past year, dragging with it the Bucksbaums' 25%
ownership stake, which is now valued at $116 million, compared to
$3.2 billion six months ago.

                      About General Growth

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

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

                         *     *     *

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


GENERAL GROWTH: Fitch Junks Ratings on Concerns for Likely Default
------------------------------------------------------------------
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 and outstanding debt ratings of General Growth
Properties and its subsidiaries:

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.
GGP is a Chicago-based real estate investment trust engaged in
acquiring, developing, renovating and managing regional malls in
major and middle markets throughout the United States.  GGP also
has investments in commercial office buildings and community
development projects purchased in connection with the Rouse
acquisition in 2004.  As of Sept. 30, 2008, GGP owned interests in
over 200 million square feet of properties and had $33.7 billion
in total undepreciated book assets.


GENERAL MOTORS: House Passes $14 Bln. Financial Aid for Big 3
-------------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that The House of
Representatives has passed the bill on the government financial
assistance being requested by General Motors Corp., Ford Motor
Co., and Chrysler LLC.

According to WSJ, the Democrats and the Bush administration hoped
for a Senate vote as early as Dec. 11 and enactment by week's end.
Republicans in the Senate objected the bill, which could affect
the bailout, says the report.  The report quoted Sen. Richard
Shelby as saying, "I'm going to oppose the package because I think
this is just the down payment on billions and billions to come.
These are failed or failing companies."  Sen. John Cornyn,
according to the report, said that he and other Republicans have
concerns on whether the proposed "car czar," who would supervise
the bailout program, would be able to force concessions needed to
return the industry to financial stability.  Some Republicans said
that they might support the bailout especially if the car czar is
given stronger authority to dictate terms of a restructuring.

            The Auto Federal Financial Assistance Bill

The bill states that the U.S. president will designate one or more
officers from the Executive Branch with appropriate expertise in
areas like economic stabilization, financial aid to commerce and
industry, financial restructuring, energy efficiency, and
environmental protection, to facilitate the restructuring
necessary to achieve the long-term financial viability of the
automakers.  The president will also appoint may appoint
additional persons with expertise.

The president's designee will determine by Jan. 1, 2009,
appropriate measures for assessing the progress of each eligible
automobile manufacturer toward transforming the plan submitted by
the automakers to the Congress on Dec. 2, 2008, into a
restructuring plan to be submitted by March 31, 2009, aimed at
achieving and sustaining long-term viability, international
competitiveness, and energy efficiency of the automakers.

Up to $14 billion in loans will be provided.  Loans shall mature
in seven years, or the President's designee may determine a longer
period.  The loans will have (a) 5% interest during the five-year
period beginning on the date on which the designee disburses the
loan; and (b) 9% interest after the end of the five-year period.
Payments will be made semi-annually.  The loans shall be
prepayable without penalty at any time.

Borrowers must then allow the designee access to their books,
papers, records, or other data; and those of their subsidiaries,
affiliates, or entity holding an ownership interest of 50% or
more.  They must provide information requested by the designee and
promptly inform the designee of any asset sale, investment,
contract, commitment, or other transaction proposed to be entered
into that has a value in excess of $100 million, and any other
material change in the financial condition of the automakers.

If the borrowers fail to make adequate progress towards meeting
the restructuring progress assessment measures established by the
designee, or if after March 31, 2009, the borrowers fail to submit
an acceptable restructuring plan or fail to comply with any
conditions or requirement applicable under the Act or applicable
fuel efficiency and emissions requirements, or the borrowers fail
to make adequate progress in the implementation of their
restructuring plan, repayment of any loan may be accelerated to an
earlier date, and any other financial assistance may be cancelled
by the designee;

The designee may not provide any loan unless he or she receives
from the borrowers:

     -- securities which are traded on a national securities
        exchange, a warrant giving the right to the designee to
        receive nonvoting common stock or preferred stock or a
        voting stock in the company; and

     -- a warrant for common or preferred stock or an instrument
        that is the economic equivalent of such a warrant in the
        holding company of the eligible borrower, or any company
        that controls a majority stake in the borrower.

The designee shall require the borrowers to meet appropriate
standards for executive compensation and corporate governance,
which include, among other things:

     -- limits on compensation that exclude incentives for senior
        executive officers of the borrower

     -- provision for the recovery of any bonus or incentive
        compensation paid to a senior executive officer based on
        statements of earnings, gains, or other criteria that are
        later found to be materially inaccurate;

     -- prohibition to make any golden parachute payment to a
        senior executive officer

A copy of the bill is available for free at:

                http://ResearchArchives.com/t/s?3607

                      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.


GMAC LLC: Fails to Get Enough Capital to Become Bank Holding Co.
----------------------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that GMAC
Financial Services has threatened bondholders that it will abandon
its effort to become a bank holding company if it doesn't get the
required support from them.

Caroline Salas and David Mildenberg at Bloomberg News relate that
GMAC failed to lure enough bondholders to $38 billion debt
exchange offer and so the company failed to raise enough capital
for it to become a bank holding company.  According to Bloomberg,
GMAC must raise $2 billion of new capital and have at least
$30 billion in total regulatory capital.

Bloomberg states that by becoming a bank, GMAC will be able to
access the Treasury's $700 billion rescue fund.  It will also
allow GMAC to sell bonds backed by the Federal Deposit Insurance
Corp., giving it new funding, Bloomberg says.  GMAC, according to
the report, was shut out of the public market for bonds backed by
auto loans for the past six months.

Bloomberg reports that GMAC asked bondholders in November to
tender their securities for at least 55 cents in cash or a
combination of new notes and preferred stock, which would count as
regulatory capital.  GMAC's debt exchange offer is extended to
GMAC and Residential Capital LLC investors, WSJ relates.

GMAC said in a statement that less than 25% of GMAC's and ResCap's
existing debt covered by the exchange offer has been tendered,
compared to the 75% participation needed for the plan to work.
GMAC said in a statement that it was short of the $30 billion in
regulatory capital that the Federal Reserve demanded for the
company to become a bank.  Bloomberg relates that if the goal
isn't met by the end of this week, GMAC will withdraw its bank
holding company application, which it filed on Nov. 20.

GMAC, says Bloomberg, extended for the third time the delivery
deadline for debt holders to Dec. 12.

Bloomberg relates that rumors on GMAC's filing for Chapter 11
protection has intensified.  Fifth Third Asset Management's senior
portfolio manager Mirko Mikelic thinks that GMAC's restructuring
could take three to 12 months if it files for Chapter 11, states
that report.  The report quoted Mr. Mikelic as saying, "Becoming a
bank holding company was probably their last lifeline.  There's an
extremely high likelihood that they would have to file for
bankruptcy" if they fail to access the Treasury's rescue fund by
year-end.

According to WSJ, GMAC spokesperson Gina Proia said, "We continue
to believe that pursuing the bank holding company status would
offer GMAC the most opportunity to resume providing auto and
mortgage financing to customers and businesses.  The bond exchange
is a critical part of the capital plan to meet the regulatory
requirements to become a bank holding company."

Bloomberg states that GMAC spokesperson Gina Proia admitted that
if the company fails to complete the offers and convert itself to
a bank holding company, "it would have a material adverse effect
on the business."

WSJ relates that GMAC might have to scale back lending to prop up
its debt-heavy balance sheet, and would be restricted in its
ability to make auto loans, deepening the sales drop at General
Motors Crop.  GMAC might also have to shut down ResCap, the report
states.


GREENWICH CAPITAL: S&P Puts Class Q Certs. CCC+ Rating on WatchNeg
------------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on 16 classes
from Greenwich Capital Commercial Mortgage Trust 2006-RR1 (GCCMT
2006-RR1) and on five classes from ACAS CRE CDO 2007-1 Ltd. (ACAS
2007-1) on CreditWatch with negative implications.  The ratings on
eight classes from ACAS 2007-1 remain on CreditWatch with negative
implications, where they were first placed on Aug, 18, 2008.

The CreditWatch placements reflect S&P's preliminary analysis of
the GCCMT 2006-RR1 and ACAS 2007-1 transactions, which
incorporated its recent rating actions on Banc of America
Commercial Mortgage Trust 2006-3 (BACM 2006-3).  Commercial
mortgage-backed securities from BACM 2006-3 represent
$31.8 million (4.8%) of GCCMT 2006-RR1's current assets and
$55.5 million (4.7%) of ACAS 2007-1's current assets.  S&P will
update or resolve the CreditWatch negative placements on GCCMT
2006-RR1 and ACAS 2007-1 in conjunction with its CreditWatch
updates or resolutions on BACM 2006-3.

The ratings on the eight classes from ACAS 2007-1 that remain on
CreditWatch negative reflect the transaction's exposure to CD
2007-CD4 ($144.9 million, 12.3% of current assets).  Standard &
Poor's placed the ratings on six classes from CD 2007-CD4 on
CreditWatch with negative implications after the sixth-largest
loan in the transaction, Riverton Apartments, was transferred to
the special servicer.  CreditWatch updates or resolutions to CD
2007-CD4 may prompt CreditWatch updates or resolutions to ACAS
2007-1.

Details of the GCCMT 2006-RR1 transaction are:

According to the Nov. 21, 2008, trustee report, GCCMT 2006-RR1's
current assets included 74 classes ($661 million, 100%) of pass-
through certificates from 34 distinct CMBS transactions issued
between 1998 and 2006.  None of the CMBS assets represent a
concentration of 10% or more of total assets and none of the
assets are first-loss CMBS assets.  The current assets include
three classes (F through H, $31.8 million, 4.8%) from BACM 2006-3.
S&P lowered its ratings on these three classes on Dec. 8, 2008,
and left them on CreditWatch negative, as detailed in "BofA
Commercial Mortgage Trust 2006-3 Ratings Lowered And On Watch
Neg."

Details of the ACAS 2007-1 transaction are:

According to the Nov. 17, 2008, trustee report, ACAS 2007-1's
current assets included 117 classes ($1.162 billion, 99%) of pass-
through certificates from 21 distinct CMBS transactions issued
between 2005 and 2007.  First-loss CMBS assets represent
$494.3 million (42.1%) of total assets and the current CMBS assets
include:

  -- Seven classes (L through S, $144.9 million, 12.3%) from CD
     2007-CD4; and

  -- Seven classes (J through P, $55.5 million, 4.7%) from BACM
     2006-3.  S&P lowered its ratings on all classes except on the
     first-loss class P, on Dec. 8, 2008, and left the affected
     ratings on CreditWatch negative.

ACAS 2007-1's assets also include:

  -- Eight classes (K through NR, $136.2 million, 11.6%) from
     JPMorgan Chase Commercial Mortgage Securities Corp.'s series
     2005-LDP5 (JPM 2005-LDP5).  S&P affirmed all of its ratings
     on JPM 2005-LDP5;

  -- Seven classes (L through S, $130 million, 11.1%) from
     Wachovia Bank Commercial Mortgage Trust's series 2006-C23;
     and

  -- Four classes (H through L, $11.8 million, 1%) from JPMorgan-
     CIBC Commercial Mortgage-Backed Securities Trust 2006-RR1,
     which is a CMBS resecuritization.

S&P will update or resolve the CreditWatch negative placements on
GCCMT 2006-RR1 and ACAS 2007-1 in conjunction with S&P's
CreditWatch updates or resolutions on BACM 2006-3.

              Ratings Placed on CreditWatch Negative

       Greenwich Capital Commercial Mortgage Trust 2006-RR1
                  CMBS pass through certificates

                                 Rating
                                 ------
                  Class    To              From
                  -----    --              ----
                  A2       AA/Watch Neg    AA
                  B        AA/Watch Neg    AA
                  C        A+/Watch Neg    A+
                  D        A+/Watch Neg    A+
                  E        A-/Watch Neg    A-
                  F        BBB+/Watch Neg  BBB+
                  G        BBB/Watch Neg   BBB
                  H        BBB-/Watch Neg  BBB-
                  J        BB+/Watch Neg   BB+
                  K        BB+/Watch Neg   BB+
                  L        BB/Watch Neg    BB
                  M        BB-/Watch Neg   BB-
                  N        B+/Watch Neg    B+
                  O        B/Watch Neg     B
                  P        B-/Watch Neg    B-
                  Q        CCC+/Watch Neg  CCC+

                     ACAS CRE CDO 2007-1 Ltd
                       Floating-rate notes

                                 Rating
                                 ------
                  Class    To              From
                  -----    --              ----
                  A        AA+/Watch Neg   AA+
                  B        A/Watch Neg     A
                  C-FL     BBB+/Watch Neg  BBB+
                  C-FX     BBB+/Watch Neg  BBB+
                  D        BBB+/Watch Neg  BBB+

            Ratings Remaining on CreditWatch Negative

                     ACAS CRE CDO 2007-1 Ltd
                       Floating-rate notes

                  Class     Rating
                  -----     ------
                  E-FL      BBB/Watch Neg
                  E-FX      BBB/Watch Neg
                  F-FL      BB+/Watch Neg
                  F-FX      BB+/Watch Neg
                  G-FL      BB/Watch Neg
                  G-FX      BB/Watch Neg
                  H         B/Watch Neg
                  J         CCC+/Watch Neg


GREG A. NEWHALL: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Greg A. Newhall
        10646 NE 18th Street
        Bellevue, WA 98005

Bankruptcy Case No.: 08-18453

Chapter 11 Petition Date: December 8, 2008

Court: Western District of Washington (Seattle)

Debtor's Counsel: Donald E. Hacker, Jr., Esq.
                  don@hackerwillig.com
                  Hacker & Willig Inc. P.S.
                  1501 4th Ave., Suite 2150
                  Seattle, WA 98101
                  Tel: (206) 340-1935

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Commonwealth Land Title        -                 $8,202,192
Insurance Company
14450 NE 28th PI #200
Bellevue, WA 98007

Washington Trust Bank          personal          $1,500,000
2828 Colby Avenue              residence
Everett, WA 98201              10646 NE 18th St.
                               Bellevue, WA

Horizon Bank                   personal line of  $500,000
2211 Rimland Dr., #230         credit
Bellingham, WA 98227

The petition was signed by Donald E. Hacker, Jr., Esq., the
debtor's counsel.


HARMAN INTERNATIONAL: Moody's Assigns Ba1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned Ba1 Corporate Family and
Probability of Default ratings to Harman International Industries,
a Ba2 rating to the multicurrency revolving credit facility, and a
SGL-2 Speculative Grade Liquidity Rating.  The ratings reflect the
company's diverse revenue base across consumer, professional and
automotive segments combined with leading brands.  Harman is also
a recognized leader in the growing high-end infotainment sector of
the automotive industry.  These factors have allowed the company
to generate steady organic sales growth over the past several
years in spite of deteriorating conditions in the automotive
industry.

However, a high number of new platform launches, which initially
have lower margins, and a mix shift to lower margin products at
certain customers have contributed to weaker operating performance
in the most recent fiscal year.  Additional product launches in
2009 combined with weak global economic conditions are expected to
constrain operating performance over the near-term, yet financial
metrics should remain supportive of the Ba1 rating.  The rating
outlook is stable.

The rating incorporates the company's challenges within its
automotive segment.  These challenges include the large number of
product launches currently in process, which have resulted in high
engineering costs.  Harman is also facing weakness in automobile
demand in primary markets, Germany and the United States,
representing approximately 42% and 23% of sales, respectively.
These factors along with additional warranty costs have lowered
EBIT margins to about 5.4% (after Moody's adjustments) over the
trailing twelve month period and are more suggestive of
speculative grade ratings.

Despite its exposure to the auto sector, Harman derives a
significant portion of its business from global auto makers; with
low exposure to the Detriot-3 auto companies.  The rating is
supported by Harman's strong competitive position in the premium
audio market the professional and consumer market, and the
company's strong infotainment position in the luxury segment of
the automotive industry.  The company has been a consistent free
cash flow generator and maintains good liquidity to work through
expected automotive production pressures in Europe and North
America.  For the LTM period ending September 30, 2008, Harman's
EBIT/Interest and Debt/EBITDA credit metrics approximated 5.0x and
2.1x, respectively.  Free Cash Flow/Debt was approximately 35%.

Following the failed buyout attempt by KKR and GS Capital Partners
and the appointment of a new CEO, Harman has taken actions to
strengthen corporate governance practices, including the
installation of a new senior management team and significantly
revamping the board.  These changes help align Harman's corporate
governance practices more closely with those of other large,
publicly traded companies and increase board and management
accountability.  The improved governance practices are supportive
of the assigned rating.

The SGL-2 rating indicates good liquidity over the next twelve
months with $195 million of cash and cash equivalents at September
30, 2008.  The company expects to be free cash flow positive for
fiscal 2009.  Availability under the company's $300 million multi-
currency revolving credit facility was $269 million as of
September 30, 2008.  Moody's expects the company to operate with
ample covenant headroom over the near-term.  Harman has capacity
for additional borrowings, subject to lien limitations under its
multicurrency revolver and a debt incurrence test under its
convertible notes.

The stable rating outlook anticipates that Harman's strong
competitive position, global presence, and effective execution of
new product launches will enable it to sustain financial metrics
supportive of the Ba1 rating despite weakening automotive demand.
The company maintains a moderately leveraged balance sheet and a
good liquidity profile that provide further stability to the
rating.

The notching of the $300 million unsecured multi-currency
revolving credit facility reflects its priority position within
Moody's LGD Default Methodology.  The facility's lack of upstream
guarantees results in its subordination to non-debt liabilities at
the operating subsidiary levels.  The company's $400 million
convertible notes are not rated by Moody's.  These notes also lack
upstream guarantees.

Ratings assigned:

  -- Ba1, Corporate Family Rating

  -- Ba1, Probability of Default Rating

  -- Ba2 (LGD 5, 76%) to the $300 million multicurrency revolving
     credit due 2010

  -- SGL-2, Speculative Grade Liquidity Rating

The last rating action for Harman was on July 2, 2007 when the
ratings on prior debt obligations of the company that were repaid
were withdrawn.

Harman International Industries, headquartered in Stamford, Conn.,
is a leading manufacturer of high quality, high fidelity audio
products and electronic systems for the consumer, automotive, and
professional markets.  Revenues for fiscal 2008 were approximately
$4.1 billion.


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.


HIDDEN SPLENDOR: To Emerge from Bankruptcy on December 19
---------------------------------------------------------
America West Resources said that its wholly owned subsidiary,
Hidden Splendor Resources Inc., will emerge from Chapter 11
bankruptcy protection next week.

America West disclosed that the subsidiary's plan of
reorganization has been confirmed by the U.S. Bankruptcy Court
for the District of Nevada.  The plan will become effective on
Dec. 19, 2008, at which time the subsidiary will officially
emerge from bankruptcy, America West said.

America West said it will have sufficient cash flow from
operations to fund its future financial obligations to Hidden
Splendor's creditors under the confirmed plan based on anticipated
coal production at the Horizon Mine.

"We are very pleased that Hidden Splendor will be emerging from
bankruptcy this month. This will position America West well for
2009, allowing us to execute our growth strategy without
distraction." stated Dan Baker, Chief Executive Officer of
America West Resources.

                        About America West

Headquartered in Salt Lake City, Utah, America West Resources,
Inc. OTC Bulletin Board: AWSR) -- http://www.AmericaCoal.com --
mines and sells coal to U.S. utility companies for use in
generating electricity.

                       About Hidden Splendor

Based in Reno, Nevada, Hidden Splendor Resources, Inc., is a real
estate investment trust.  The company and its affiliate, Mid-State
Services, Inc., filed for chapter 11 protection on Oct. 15, 2007
(Bankr. D. Nev. Case Nos. 07-51378 & 07-51379).  John A. White,
Jr., Esq., represents the Debtor in its restructuring efforts.
The U.S. Trustee for Region 17 has appointed five creditors to
serve on an Official Committee of Unsecured Creitors for the
Debtor's case.  Mark E. Freedlander, Esq., at McGuirewoods LLP,
represents the Committee.  Hidden Splendor diclosed estimated
assets between $10 million and $50 million and estimated debts
between $1 million and $10 million at the time of its filing.
Mid-State disclosed estimated assets and debts between $1 million
and $10 million.


HOME INTERIORS: Dennis Faulkner Appointed as Chapter 11 Trustee
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the appointment by the United States Trustee of Dennis
Faulkner as Chapter 11 trustee in Home Interiors & Gifts, Inc. and
debtor-affiliates' bankruptcy cases.

Dennis Faulkner, of the accounting firm of Lain, Faulkner & Co.,
P.C., is a member of the American Bankruptcy Institute and the
Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C. is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.

                       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.


HSN INC: S&P Revises Outlook to Negative & Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
TV shopping and catalog retailer HSN Inc. to negative from stable.
Ratings on the company, including the 'BB' corporate credit
rating, were affirmed.

"The outlook revision is based on recessionary pressures facing
all retailers and the worsening performance at Cornerstone, the
company's catalog operations," said Standard & Poor's credit
analyst Andy Liu.  "These pressures resulted in overall year-over-
year revenue and EBITDA declines of 1% and 30%, respectively,
during the 2008 third quarter."

The rating reflects HSN's inconsistent operating performance over
the past several years, its declining profit margins, and the
intense industry rivalry among retailers.  These factors are
partially mitigated by high barriers to entry in TV shopping,
moderate debt leverage, and positive discretionary cash flow.

St. Petersburg, Florida-based HSN Inc. consists of two main
operations: HSN and Cornerstone Brands.  HSN is a TV shopping
retailer of consumer products.  Cornerstone is a catalog-based
retailer of home and apparel products.

The performance of HSN, the TV shopping operations, was weak, but
better than its competition in the currently difficult retail
environment.  HSN's revenue increased 4% during the quarter year
over year, and segment EBITDA declined 16% from a lower gross
margin and higher operating expenses.  The lower gross margin was
attributable to an adverse product mix shift, increased
promotional activity, and higher shipping and handling costs.
During the third quarter, QVC's U.S. operations (HSN's direct and
much larger domestic competitor) experienced revenue and EBITDA
declines of 9% and 21%, respectively.

However, the challenge of turning around Cornerstone is being made
more difficult by the recession.  During the quarter, Cornerstone
revenue decreased 12% year over year, and the segment EBITDA
margin declined to 1%, from 5% in the third quarter of 2007.
Cornerstone's main home and apparel product categories have been
particular hard hit by the recession.

The competition between HSN and rival QVC is intense; QVC is three
times larger than HSN on a revenues basis and its EBITDA margins
are triple those of HSN, at 21%.  The principal drivers of
competition are carriage by cable multiple system operators and
direct-to-home satellite TV providers, a fresh and appealing
product assortment, on-screen presence, and customer service.  QVC
and HSN have had similar levels of signal carriage in the U.S.
for many years, but HSN's market share is significantly smaller
than that of QVC.

For the 12 months ended Sept. 30, 2008, the EBITDA margin was
6.5%, versus 7.7% at the end of 2007.  It is likely that margins
will continue to be under pressure for the foreseeable future
until the U.S. economy stabilizes and begins to grow again.  For
the 12 months ended Sept. 30, 2008, pro forma lease-adjusted
EBITDA coverage of interest and lease-adjusted total debt to
EBITDA were 5.7x and 2.2x, respectively. HSN has a stated
intention to maintain total debt to EBITDA (not adjusted for
operating leases) at 2x to 3x.


INDEPENDENCE COUNTY: S&P Lowers Rating on $29.3 Mil. Bonds to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its underlying
rating on Independence County, Arkansas's $29.3 million senior
power revenue bonds due 2033 to 'B-' from 'B'.  The rating remains
on CreditWatch with developing implications.

The county used bond proceeds to fund a run-of-the-river
hydroelectric project, Independence County Hydroelectric, which is
the obligor for bond repayment.  The bonds are not general
obligations of the county but are special obligations secured by
the trust estate that includes the county's interests in the
physical assets, contracts including the power purchase agreement,
and gross receipts.

ACA Financial Guaranty Corp. (CCC/Watch Dev/--) insures the senior
and subordinated (unrated) bonds.

The downgrade reflects the continued weakening of the project's
operating cash flow and liquidity due primarily to the continued
delay in adding a cap to Dam 3 to increase its height by three
feet.  S&P estimates that the cap could increase cash flows by up
to $90,000/month at the current higher rates being paid by the
offtaker.  The project expects to now install the cap at the
earliest in the first-quarter of 2009, but water levels continue
to be high and so timing is uncertain.  The project also
experienced on Nov. 7, 2008 a forced outage on one of the three
locks, when the blades of the turbine made contact with the
housing.  The project, the insurance company, and the turbine
manufacturer are investigating this incident.

The developing CreditWatch implications reflects S&P's view that
the project faces a number of key challenges in the near term, in
particular the completion of the cap and insurance of Dam 3, along
with depleted liquidity.  If these are not satisfactorily resolved
in 2009 then S&P might lower the rating further.

"However, should these challenges be resolved and the project
develop an improved operations track record that shows a
generation output moving toward an annual generation run rate of
about 55,000 megawatt-hours, then, if the proposed amendments in
the indenture are made, S&P might raise the rating on the senior
debt," said S&P's credit analyst Trevor D'Olier-Lees.


INDYMAC RESIDENTIAL: Moody's Downgrades Ratings on 22 Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of twenty two
tranches and upgraded the ratings of two tranches issued in nine
IndyMac Residential Mortgage-Backed Trust transactions.
Underlying collateral consists primarily of first lien adjustable-
rate residential lot loans.  Indy Mac's residential "lot loan"
program was intended for borrowers seeking short term financing to
purchase land, with the ultimate purpose of building a home on the
land.  Most loans have either a two-year or five-year maturity
with a single "balloon payment" at the maturity date.  These loans
typically amortize on a thirty year schedule.  A majority of the
loans have "interest only" payments.

These loans are typically refinanced into regular home mortgages.
Refinancing risk in the present constrained mortgage credit
environment as well as lack of exit opportunities in the secondary
market may subject these loans to very high losses, especially in
light of their main geographical concentration in California,
Florida and Hawaii.  In addition, the loans' short tenor could
lead to possible sudden and severe performance deterioration.

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.

The methodology used is:

  -- Current delinquencies are used to project pipeline losses.

  -- Roll rates are assumed at 10% for 30 days, 40% for 60 days,
     75% for 90 days, 90% for foreclosures and 100% for REO (Real
     Estate Owned).

  -- Severities used are higher of 70% or actual historical
     severity for each transaction.

  -- Loss is calculated for the previous year.  Expected annual
     loss is then derived from a weighted average of previous year
     loss and expected pipeline loss.  The transaction expected
     loss is projected out over the deal's expected remaining
     life.  For the lot loans transactions, a 75% weight has been
     applied to pipeline loss as it was considered to be more
     representative of future expected performance than recent
     losses.

  -- The expected loss is estimated, with particular attention to
     refinancing risk and short loan tenor.

  -- Expected loss is finally compared to credit enhancement to
     derive a rating.

Also, Moody's Investors Service completed its review of the
underlying rating on these certificates that are guaranteed by the
financial guarantor identified below.  The underlying rating
reflects the intrinsic credit quality of the certificate in the
absence of the guarantee.  The current rating on the below
certificate is consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and the underlying rating based on Moody's
modified approach to rating structured finance securities wrapped
by financial guarantors.

Issuer: IndyMac Loan Trust 2004-L1

  -- Cl. A-1 Certificate, Current rating A3; previously Downgraded
     on 02/14/08 from Aaa to A3

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. A-6 Certificate, Current rating A3; previously Downgraded
     on 02/14/08 from Aaa to A3

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. M Certificate, Downgraded to Ba2 from Baa2 and Placed
     Under Review for Possible Downgrade; previously on 06/25/04
     Assigned Baa2

  -- Cl. B Certificate, Downgraded to Caa3 from Ba2; previously on
     06/25/04 Assigned Ba2

Issuer: IndyMac Residential Mortgage-Backed Trust 2005-L1

  -- Cl. A Certificate, Downgraded to B1 from Baa1 and Placed
     Under Review for Possible Downgrade; previously on 03/31/08
     Downgraded to Baa1 from A3, Under Review for Possible
     Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     06/30/05 Assigned Baa3

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed Under Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2005-L2

  -- Cl. A-1 Certificate, Current rating Baa1; on 12/05/08, Placed
     on Review for Possible Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. A-2 Certificate, Downgraded to B1 from Baa1 and Placed
     Under Review for Possible Downgrade; on 12/05/08, Placed on
     Review for Possible Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed Under Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2005-L3

  -- Cl. A Certificate, Downgraded to B1 from Baa1 and Placed
     Under Review for Possible Downgrade; on 12/05/08, Placed on
     Review for Possible Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed Under Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed Under Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2006-L1

  -- Cl. A-2 Certificate, Current rating Baa1; previously on
     11/17/08 Downgraded to Baa1 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. A-3 Certificate, Current rating Baa1; previously on
     11/17/08 Downgraded to Baa1 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed on Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed on Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2006-L2

  -- Cl. A-1 Certificate, Upgraded to Aaa from Baa1; on 12/05/08,
     Placed on Review for Possible Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. A-2 Certificate, Downgraded to Baa2 from Baa1; on
     12/05/08, Placed on Review for Possible Downgrade

  -- Financial Guarantor: FGIC (currently B1, Under Review for
     Possible Downgrade)

  -- Cl. A-3 Certificate, Downgraded to B1 from Baa1 and Placed on
     Review for Possible Downgrade; on 12/05/08, Placed on Review
     for Possible Downgrade

  -- Financial Guarantor: FGIC (Currently B1, Under Review for
     Possible Downgrade)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed on Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed on Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2006-L3

  -- Cl. A-1 Certificate, Upgraded to Aaa from Aa3; previously on
     06/19/08 Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. A-2 Certificate, Current rating Baa1; previously on
     11/17/08 Downgraded to Baa1 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. A-3 Certificate, Current rating Baa1; previously on
     11/17/08 Downgraded to Baa1 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed on Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed on Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2006-L4

  -- Cl. A Certificate, Current rating Baa1; previously on
     11/17/08 Downgraded to Baa1 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. IO Certificate, Downgraded to Baa1 from Aaa; previously
     on 01/08/07 Assigned Aaa

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. M Certificate, Downgraded to Ca from Baa3; previously on
     10/29/08 Placed on Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba2; previously on
     10/29/08 Placed on Review for Possible Downgrade

Issuer: IndyMac Residential Mortgage-Backed Trust 2007-L1

  -- Cl. A Certificate, Downgraded to Baa1 from A3; previously on
     11/17/08 Downgraded to A3 from Aa3

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. M Certificate, Downgraded to Ca from Baa2; previously on
     10/29/08 Placed on Review for Possible Downgrade

  -- Cl. B Certificate, Downgraded to C from Ba1; previously on
     10/29/08 Placed on Review for Possible Downgrade


INFOGROUP INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings for Omaha,
Nebraska-based infoGROUP Inc., including the 'BB' corporate credit
rating, and removed them from CreditWatch, where they were placed
with negative implications on March 11, 2008.  The rating outlook
is negative.

"The affirmation incorporates our expectation that infoGROUP's
profitability and cash flow will return to close to historical
levels in 2009, notwithstanding our expectation for revenue to
decline in the mid-single-digit percentage area given the current
economic environment," said S&P's credit analyst Liz Fairbanks.

In 2008, the company incurred nonrecurring cash expenses that
resulted in a deterioration of cash flow from operations to
$32 million in the nine months ended September 2008, from
$55 million in the prior-year period.

On Nov. 7, 2008, the court in the derivative litigation approved a
settlement agreement with the former CEO of infoGROUP and other
parties.  In connection to this settlement, infoGROUP must pay
approximately $7 million of the plaintiffs' legal fees.  In late
October, the SEC issued a formal order of investigation.  The SEC
had previously requested voluntary production of documents
regarding related party transactions, expense reimbursement, other
corporate expenditures, and certain trading in infoGROUP's
securities.  The negative rating outlook in part reflects the
uncertainty around the potential outcomes of the SEC's ongoing
formal investigation.

Fees associated with the derivative litigation, the Special
Litigation Committee, and SEC investigation have totaled more than
$34 million in the 12 months ended September 2008.  While
infoGROUP generated revenue growth in the nine months ending
September 2008, mostly due to acquisitions, EBITDA, before adding
back one-time charges, fell to $93 million in the 12 months ending
September 2008 from $125 million in the prior-year period.

The negative outlook also reflects S&P's expectation that the
cushion relative to the company's financial maintenance covenants
will be very thin for the quarter ending Dec. 31, 2008.  Pro forma
for about $36 million of one-time fees and expenses ($24 million
in legal and professional fees related to the derivative
litigation and the SLC, $2 million related to closing facilities,
$10 million in severance payments), debt to EBITDA (adjusted for
operating leases and noncash stock compensation) was about 2.9x at
September 2008.  The company benefits from a provision in its
credit agreement by which it can add back extraordinary and
nonrecurring items to its measure of EBITDA.  S&P estimates that
the bank's measure of balance sheet debt to pro forma EBITDA is
about 0.4x lower than its adjusted measure.  S&P expects leverage
to increase in the fourth quarter due to the potential for a
modest decline in EBITDA and no debt repayment, resulting in the
bank's measure of leverage potentially exceeding the covenant
threshold of 2.75x.  While the company expensed the $7 million
settlement relating to the derivatives litigation in the third
quarter, cash flow will be affected in the fourth quarter,
limiting the company's ability to repay outstanding revolver
borrowings.

The 'BB' rating incorporates S&P's expectation that, if infoGROUP
were to violate a covenant, lenders would be amenable to granting
a waiver or amend covenant levels in exchange for a fee or
increased pricing, given the company's low leverage.  While the
cushion relative to covenants will be thin at the end of 2008, S&P
expects it to improve in the first quarter through debt repayment.
S&P believes cash available for debt repayment in the first
quarter will come from a number of initiatives, including the
elimination of Super Bowl advertising spending.  In addition, cash
flow could improve through a substantial reduction of dividends
paid in the first quarter, possibly through a smoothing of the
payment throughout the year and the potential reduction of a
portion of expenses related to legal fees.

infoGROUP provides business and consumer information, database
marketing services, data processing services, and sales and
marketing solutions.  These services are supported by a
proprietary database of more than 210 million consumers and
14 million businesses in the U.S. and Canada.  Customers include
small businesses, sales professionals, and large corporations, as
well as individual consumers.


ISLE OF CAPRI: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered Isle of Capri, Inc.'s ratings
based on concerns related to the company's continued high leverage
and earnings outlook.  The rating outlook is negative.

These ratings were lowered:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- $475 million revolver expiring 2012 to B1 (LGD 3, 35%) from
     Ba3 (LGD 3, 35%)

  -- $700 million variable rate term loan due 2013 to B1 (LGD 3,
     35%) from Ba3 (LGD 3, 35%)

  -- $175 million delay draw term loan due 2013 to B1 (LGD 3, 35%)
     from Ba3 (LGD 3, 35%)

  -- $500 million 7% subordinated notes due 2014 to Caa1 (LGD 5,
     88%) from B3 (LGD 5, 77%)

The downgrade considers the acceleration of unfavorable EBITDA
trends at most of Isle's casino properties.  Like other gaming
companies, Isle has been affected by the weak economy and
reductions in consumer spending and visitation trends.  Isle has
also been negatively impacted by the smoking ban in Colorado,
weather related issues in Louisiana and Mississippi casinos, and a
slower than expected ramp-up of development projects that opened
during the past 18 months.

The negative rating outlook anticipates that continued weakness in
overall consumer spending and gaming demand trends combined with
several recent years of significant debt-financed development will
continue to make it difficult for Isle to reduce leverage to a
level consistent with its previous rating.  Debt/EBITDA for the
12-month period ended October 26, 2008 was significant, at about 8
times, and slightly higher than what it was for the latest 12-
months ended July 31, 2008.  Isle's ratings could be lowered if
EBITDA declines continue and it appears that a meaningful
reduction in leverage will not occur in the next twelve to
eighteen month period.

Moody's previous rating action related to Isle occurred on July
11, 2008 when Moody's revised Isle's rating outlook to negative
from stable in response to the uncertainty regarding the company's
ability to reduce its leverage.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S. The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
October 26, 2008 was about $1.1 billion.


ISOTONER CORP: S&P Puts 'B' Corp. Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Cincinnati, Ohio-based totes Isotoner Corp. on
CreditWatch with negative implications, indicating that S&P could
affirm or lower the ratings following its review.  S&P also placed
the senior secured ratings on CreditWatch with negative
implications.  The company is a distributor of umbrellas, gloves,
rainwear, and other weather-related accessories.  The company had
about $307 million of total debt (including operating leases and
pension obligations) at the end of the company's fiscal first
quarter ended Oct. 31, 2008.

"The CreditWatch listing follows totes' weaker-than-expected
operating performance, resulting in tighter covenant cushion
levels, and its concerns about the weak economy's effect on the
company's performance in the near term, which could affect the
company's ability to meet its financial covenants in the coming
quarters," said S&P's credit analyst Bea Chiem.

S&P will assess totes' ability to restore additional cushion on
its financial covenants.  S&P will review and discuss financial
plans with the company before resolving the CreditWatch listing,
as well as expected future levels of cushion on totes' financial
covenants.

"If totes cannot reduce leverage and restore sufficient cushion on
its financial covenants in the near term, S&P could lower the
ratings," she continued.


JC REED: To Close Business, Wants to Convert Case to Chapter 7
--------------------------------------------------------------
JC Reed & Co., Inc., will ask the U.S. Bankruptcy Court for the
Middle District of Tennessee to convert its Chapter 11
reorganization case to Chapter 7 liquidation, Nashvillepost.com
reports.

Nashvillepost.com relates that JC Reed's CEO Jeremy Hopwood sent a
letter to shareholders last week informing them of the company's
decision to close down operations starting on Nov. 25.
Nashvillepost.com quoted Mr. Hopwood as saying, "Once this
closeout of operations is complete, the intent is to convert the
Chapter 11 filing to a Chapter 7 to facilitate liquidation of the
assets."

According to Nashvillepost.com, JC's board decided to go for
Chapter 7 on Nov. 24, when, according to the letter, "the
opportunity for a potential purchase by our last interested
investor fell through."

Nashvillepost.com states that Mr. Hopwood admitted that it was
found out that there are "serious discrepancies with regards to
the Advisory operations and representation" at affiliate J.C. Reed
Advisory Group Inc.

As reported in the Troubled Company Reporter on Nov. 24, 2008, the
Securities and Exchange Commission has filed in Nashville's
federal court a lawsuit against JC Reed, J.C. Reed Advisory,
company officer Barron A. Mathis, and the estate of founder John
C. Reed, for defrauding investors out of millions.  The SEC
accused the defendants of "floating an unregistered offering of
securities" and selling more than $11 million of Reed & Co. stock
in to more than 100 investors.  JC Reed & Co. and J.C. Reed
Advisory and their principals misled shareholders about financial
results, because Reed & Co. "has raised and spent more than $11
million in investor funds, but has generated only about $386,000
in gross revenues," the SEC said.

Mr. Hopwood said in the letter that an internal investigation was
launched during which the company has "worked closely with our
legal counsel and the SEC to keep them updated of our findings
through this process," Nashvillepost.com says.  On Nov. 6, "due to
the nature of the findings, I worked with our legal counsel to
contact the office of the US Attorney to present our most recent
concerns," the report states, citing Mr. Hopwood.

Mr. Hopwood, according to Nashvillepost.com, said that JC Reed has
sought "the direct involvement of the Federal Bankruptcy courts in
coordination with the Security and Exchange Commission."

Franklin, Tennessee-based JC Reed & Co., Inc., filed for Chapter
11 protection on Oct. 22, 2008 (Bankr. M. D. Tenn. Case No. 08-
09771).  William L. Norton, III, Esq., at Boult Cummings Conners
Berry, PLC, represents the company in its restructuring effort.
The company listed assets of $1,000,000 to $10,000,000 and debts
of $100,000 to $500,000.

Nashvillepost.com states that JC Reed & Co. declared that it has
assets of $4.7 million and debts of $491,000.


JERRY L. GARNER, SR.: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jerry L. Garner, Sr.
        fdba Someplace Else Tavern
        140 Austin Odell Road
        Newport, NC 28570

Bankruptcy Case No.: 08-08702

Chapter 11 Petition Date: December 5, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: David J Haidt, Esq.
                  davidhaidt@embarqmail.com
                  Ayers, Haidt & Trabucco, P.A.
                  PO Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

Total Assets: $2,531,520

Total Debts: $1,836,702

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

            http://bankrupt.com/misc/nceb08-08702.pdf

The petition was signed by Jerry L. Garner, Sr., the debtor.


JO-ANN STORES: Moody's Upgrades CFR to 'B2'; Outlook Is Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Jo-Ann Stores, Inc.'s
Probability of Default Rating and Corporate Family Rating to B2
from B3 and upgraded its rating on the company's senior
subordinated notes to B3 from Caa2.  The outlook is stable.

The upgrade reflects continued improvement in operating
performance, notwithstanding the challenging economic environment.
The company is executing its current plan well, as evidenced by
enhanced operating margins and sustained improvement in free cash
flow resulting in improved credit metrics.  Even though concerns
regarding the overall macroeconomic environment persist, Moody's
expects that Jo-Ann will be able to maintain credit metrics
commensurate with B2 rating.

The senior subordinated notes were upgraded two notches to B3 from
Caa2 following the upgrade of the Corporate Family Rating.  In
addition, the upgrade reflected a modest change in the company's
capital structure due to the reduced amount of the asset based
revolver to $300 from $425 million and its lower expected usage.
This reduced the amount of senior secured debt with a priority
position in relation to the subordinated notes, which resulted in
improved loss given default estimate of 75% from 79%.

These ratings were upgraded and LGD assessments adjusted:

  -- Corporate Family Rating to B2 from B3

  -- Probability of Default rating to B2 from B3

  -- $80 million senior subordinated notes to B3 (LGD 5, 75%) from
     Caa2 (LGD 5, 79%)

The last rating action for Jo-Ann was the May 5, 2008 revision of
its rating outlook to positive from stable.

Jo-Ann Stores, Inc., headquartered in Hudson, Ohio, is one of the
nation's largest fabric and craft specialty retailers.  The
company operates 768 retail locations in 47 states.  Revenue for
the last twelve months ending November 1, 2008 was $1.92 billion.


LEHMAN BROTHERS: Deutsche Bank Sues to Recover $72.5MM
------------------------------------------------------
In a complaint filed before the U.S. Bankruptcy Court for the
Southern District of New York, Deutsche Bank said that the money
had been mistakenly transferred to Lehman Brothers Holdings'
account held at Bank of America.

The money was supposed to be transferred to a certain fund as
required under its master agreement with Deutsche Bank.  The name
of the fund was not mentioned in the complaint.

Attorney for Deutsche Bank, Joshua Dorchak, Esq., at Bingham
McCutchen, in New York, said that Lehman Brothers Holdings
refused to return the sum on grounds that one of its units is
allegedly owed by the German bank about $290 million.

"[Deutsche Bank] is aware of no contractual or other relationship
with [Lehman Brothers Holdings] that could give rise to a debt in
any amount owing from [Deutsche Bank] to [Lehman Brothers
Holdings]," he said.

Mr. Dorchak said that Deutsche Bank paid $72.5 million to the
fund, which agreed not to file any claims against the bank on
account of the incorrect transfer.

Deutsche Bank asks the Court to correct a simple but substantial
mistake, Mr. Dorchak wrote.  Deutsche Bank, according
Mr. Dorchak, meant to transfer the $72.5 million to another party
but sent it instead to Lehman Brothers Holdings Inc., "due to
both a clerical error at DB and a miscommunication between DB and
its counterparty."

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


LEHMAN BROTHERS: Harbinger, et al., Defer Proposed Discovery
------------------------------------------------------------
Lehman Brothers Holdings, Inc., obtained a ruling from the U.S.
Bankruptcy Court for the Southern District of New York approving
the stipulations it signed with Bank of America, Airlie
Opportunity Master Fund, Russell Investment Group, Russell
Investment Company Money Market Fund and Russell Implementation
Services, Harbinger Capital, Fir Tree and D.E. Shaw.

The the firms entered into the stipulations in a bid to resolve
the proposed investigation of Lehman Brothers Holdings regarding
the flow of funds and property among the investment bank and its
affiliates prior to its bankruptcy filing.

Under the stipulations, the firms agreed that the hearing on the
proposed investigation of Lehman Brothers Holdings be "adjourned
sine die without prejudice."  The five creditors are allowed to
reschedule the hearing by filing and serving a notice of hearing
upon 14 days' prior written notice to Lehman Brother Holdings.

Hedge fund Harbinger Capital Partners and its affiliates, owed at
least $250,000,000 by Lehman Brothers Special Financing, Inc.,
wanted to investigate the flow of funds and property among Lehman
Brothers Holdings, and its affiliates, including Lehman Brothers
Special Financing Inc., and Lehman Brothers International (Europe)
during the 30 days prior to its bankruptcy filing.  The move came
following media reports about the transfer of billions of dollars
in cash and cash equivalents to Lehman Brothers Holdings from its
London-based affiliates a few days before it filed for bankruptcy.
Other parties eventually followed suit.

On November 3, 2008, in response to various discovery motions,
representatives from LBHI met with a number of parties-in-interest
to, among other things, discuss LBHI's transactions before its
bankruptcy filing.  Alvarez & Marsal North America, the Debtors'
chief restructuring officers, prepared a presentation, a copy of
which is available at http://researcharchives.com/t/s?34ca

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


LEHMAN BROTHERS: Hong Kong Probes Banks for Massive Lehman Losses
-----------------------------------------------------------------
Two banks were referred for possible sanctions in Hong Kong as
part of an investigation into misleading sales tactics in
connection with failed US bank Lehman Brothers Holdings Inc.'s
investments whose values are in doubt, The Associated Press
reports.

According to AP, the two unidentified banks are the first to be
referred for sanctions in the authority's investigation.
Regulators could impose fines and revoke the banks' license,
among other penalties, the report says.

Hong Kong's financial services chief weighed in on the dispute
over the possible mis-selling of investment products backed by
Lehman Brothers.  More than a hundred Hong Kong investors, mostly
elderly retirees, had called on the government for actions after
losing money on structured products linked to failed U.S.
investment bank Lehman Brothers.

Xinhua News relates that the regulators' move came after the Hong
Kong Association of Banks accepted the buyback proposal of the
Hong Kong Special Administrative Region government. The
distributor banks involved had agreed to the proposal and
appointed Ernst & Young as independent financial adviser
responsible for the buyback process, the same report says.

According to Xinhua, K.C. Chan, Secretary for Financial Services
and the Treasury of the HKSAR government, said that he hoped the
banks' consensus can help the mini-bond holders to get back their
assets at market value, shortening the lengthy liquidation
process.

The Monetary Authority appointed PricewaterhouseCoopers as an
independent consultant to oversee the buyback process to ensure
impartiality.

           H.K. Bondholders Could Bring Suit to U.S.

Agence France Presse, citing a lawmaker, reports that Hong Kong
investors who bought mini-bonds in Lehman Brothers have been
invited to mount an international lawsuit against the
institutions involved.

According to the report, James To, a lawmaker from the Democratic
Party in Hong KOng, which is acting for most of a group of some
40,000 mini-bond holders in the city, said U.S. lawyers presented
them a proposal for a legal action in a US court.

"The lawyers have presented us a very detailed proposal.  Their
proposed action will be to sue some of the US institutions
involved in the handling of the mini-bonds for a breach of duty
according to American law," To told AFP.

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


LEHMAN BROTHERS: Signs Neuberger APA; Pays Losing Bidder $52MM
--------------------------------------------------------------
Lehman Brothers Holdings, Inc., will seek approval of the sale of
its investment management unit, including Neuberger Berman, at a
hearing before the U.S. Bankruptcy Court for the Southern District
of New York on Dec. 22, 2008, at 10:00 a.m.

As reported by the Troubled Company Reporter on December 9, 2008,
LBHI and NBSH Acquisition, LLC, an entity formed by executives at
Lehman Brothers Holdings' Neuberger Berman unit, won the bidding
for Lehman's investment management unit, beating other competing
bids including the joint bid by Bain Capital Partners and Hellman
& Friedman.

The Debtors and LBHI and NBSH Acquisition, LLC have signed an
asset purchase agreement.

A copy of the NBSH Asset Purchase Agreement is available for free
at http://bankrupt.com/misc/Lehman_NB_APA.pdf

The NBSH APA provides that the agreement may be terminated if, the
Bankruptcy Court does not approve the sale by January 31, 2009, or
if closing is not consummated by June 30, 2009.

The investment management unit, which has assets of about
$160 billion as of Nov. 30, includes the Neuberger Berman money-
management business, former Lehman's private funds investments
group and asset-management unit.

LBHI said in a filing with the Securities and Exchange Commission
that in light of the terms of its prior asset purchase agreement
with IMD Parent, LLC, the entity formed by Bain and Hellman, it
has paid a termination fee to IMD.  As a result of its decision to
select another bidder, it has paid IMD, pursuant to the IMD APA, a
$52.5 million termination fee plus reimbursement of its reasonable
and documented fees and expenses incurred in connection with the
proposed acquisition.

NBSH is represented by:

     Proskauer Rose LLP
     1585 Broadway
     New York, New York 10036
     Fax: (212) 969-2900
     Attn: Peter G. Samuels, Esq.

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


LEHMAN BROTHERS: Inks Settlement with French Units
--------------------------------------------------
Lehman Brothers Holdings, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to approve a settlement
agreement with three French affiliates that operate Lehman's
investment business in France.  The three affiliates are: (i)
Banque Lehman Brothers S.A., (ii) Lehman Brothers Conseil S.A.,
and (iii) Lehman Brothers Services S.N.C.

LBHI also seeks authority to vote, in its capacity as a
shareholder of BLB, for the sale of BLB's business to Banque
Nomura France and the voluntary dissolution of BLB, both of which
are predicated, inter alia, upon the implementation of the
Settlement Agreement.

The Settlement Agreement, which provides for a settlement of
intercompany claims between LBHI and the Lehman French
Companies, is a condition precedent for the BNF Transaction. The
BNF Transaction is expected to decrease BLB's liabilities
significantly, because, among other things, BLB will no longer be
liable for certain debts that BNF is assuming.

Richard P. Krasnow, Weil, Gotshal & Manges LLP, in New York,
asserts LBHI will benefit from this reduction in BLB's
liabilities, given LBHI's potential exposure under a support
letter, dated June 15, 1994, wherein LBHI committed to the Banque
de France, the French central bank, and the Commission Bancaire,
the French banking agency, among other things, to provide BLB with
financial support when so requested by the Banque de France.

Mr. Krasnow adds that in addition to enabling the BNF Transaction
to occur, the Settlement Agreement, among other things, provides
for a release of all claims BLB could raise against LBHI under the
Support Letter and provides that BLB will waive its intercompany
claim against LBHI except to the extent that BLB does not have
sufficient assets to pay its creditors.  Moreover, the combination
of the BNF Transaction and the Settlement Agreement will
facilitate BLB's ability to wind down its affairs through a
solvent liquidation, which entails a cooperative and orderly
process for negotiating with creditors and minimizing liabilities,
rather than through an insolvent liquidation, which is likely to
result if the Settlement Agreement is not approved.

                         Claims Settled

LBHI, on the one hand, and the Lehman French Companies, on the
other hand, have asserted numerous claims against each other as of
September 12, 2008.  LBHI has asserted these claims against the
Lehman French Companies:

   -- A claim of EUR8,056,444 by LBHI against LBS resulting
      from LBHI's funding of LBS through the prepetition cash
      management system.

   -- A claim of EUR41,529,491 by LBHI against BLB resulting
      from LBHI's funding of BLB through the prepetition cash
      management system.

   -- A claim of EUR8,087,665 by LBHI against BLB resulting
      from an intercompany agreement concerning the Lehman
      employee incentive plan.

   -- A claim of EUR27,135,925 by LBHI against BLB resulting
      from a subordinated loan agreement between the parties.

BLB has asserted a claim of EUR178,021,639 against LBHI relating
to the Debtors' prepetition cash management system.

The parties dispute the validity or the amount of the claims they
asserted against each other.  The Settlement Agreement provides
that:

    1. LBHI waives the LBHI Claims in their entirety.

    2. BLB waives the BLB Claim other than EUR93,212,114, which
       is the net amount resulting from a netting of the LBHI
       Claims against the BLB Claims.  LBHI retains the right
       to object to the Remaining BLB Claim, and BLB retains
       the burden of proving that the Remaining BLB Claim is an
       allowed claim.

    3. The French Administrator will use his best efforts to
       settle all of BLB's liabilities with assets other than
       the Remaining BLB Claim.

The Settlement Agreement is null and avoid, if, among other
things, (i) LBHI and the chairman in office of BLB do not vote in
favor of the Solvent Liquidation at the general meeting of
shareholders of BLB on or prior to June 30, 2009, and (ii) the
shareholders of LBS and LBC do not vote in favor of the voluntary
dissolution of LBS and LBC on or prior to June 30, 2009

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


LEVITT AND SONS: Files Amendments to Woodbridge Settlement
----------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates filed before the
U.S. Bankruptcy Court for the Southern District of Florida
amendments to their agreement with Woodbridge Holdings
Corporation, formerly known as Levitt Corporation and the sole
member of Levitt and Sons, LLC.

The Debtors and the Official Committee of Unsecured Creditors
presented their settlement agreement with Woodbridge to the
Bankruptcy Court in June.

Woodbridge asserts these claims against the Debtors:

     * Claim against LAS for $85,500,000 related to certain
       intercompany loans and advances made by Woodbridge since
       2005, which Woodbridge asserts is partially secured
       through the right of set-off against certain tax
       refunds.

     * Claim against certain of the Debtors for $4,000,000
       related to various claims assigned to Woodbridge by
       former employees of the Debtors.

     * A portion of the Intercompany Loan of roughly $7,900,000
       for which Woodbridge asserts recoupment in relation to
       certain income taxes that Woodbridge asserts it paid for
       on behalf of the Debtors for the year 2006, which are
       subject of a tax refund.

     * A secured claim for $3,300,000 in connection with a
       certain loan made by Woodbridge to LAS for the
       acquisition of certain notes and mortgages related to
       properties sold by the Debtors that were originally to
       be financed by HomeBanc, which loan is secured by a
       pledge of notes, mortgages and proceeds from LAS to
       Woodbridge.

     * A contingent claim against certain of the Debtors for
       $13,000,000 related to certain liability that Woodbridge
       may have in respect of certain infrastructure bonds that
       were issued in favor of the Debtors and that were
       guaranteed by Woodbridge.

     * An administrative claim for certain shared services
       provided by Woodbridge to the Debtors from the inception
       of their Chapter 11 cases.  As of February 29, 2008, the
       Administrative Expense Claim is roughly $1,400,000, and
       continues to increase by $100,000 per month thereafter.

The Creditors Committee, on the other hand, conducted an
investigation of certain claims and causes of action of the
Debtors' estates against Woodbridge, certain of its non-debtor
affiliates, and certain officers and directors of Woodbridge and
the Debtors.  As a result of the investigation, the Creditors
Committee asserts these claims and causes of action against
Woodbridge:

   (a) A $11,000,000 claim related to an income tax refund that
       is expected to be due and issued to Woodbridge as the
       parent holding company for the Debtors, in connection
       with losses generated by the Debtors in 2007 that are
       being carried back to obtain a refund of taxes paid by
       the Debtors in 2005 on income earned by the Debtors in
       2005.

   (b) A $7,900,000 claim related to an income tax refund that
       is expected to be and issued to Woodbridge as the parent
       holding company for the Debtors, in connection with
       losses generated by the Debtors in 2007 that are being
       carried back to obtain a refund in respect of taxes paid
       on income earned by the Debtors in 2006.

   (c) A claim for the recharacterization of the Intercompany
       Loan from debt to equity.

   (d) Claims and causes of action under Chapter 5 of the
       Bankruptcy Code for the avoidance and recovery of
       Certain transfers made by one or more of the Debtors to
       Woodbridge and certain of its affiliates and former
       employees.

Woodbridge has asserted defenses to all the claims and causes of
action.

After engaging in lengthy negotiations, the Creditors Committee,
Woodbridge and the Debtors  executed a settlement agreement dated
June 27, 2008.  One of the critical and necessary elements of the
Woodbridge Settlement is the entry by the Court of a third party
release and injunction in favor of Woodbridge and certain parties
related to Woodbridge.  The Release/Injunction will be in exchange
for, among other things, a payment to the Debtors' estates of
$12,500,000, plus a waiver of the Administrative Expense Claim in
an amount of not less than $1,500,000.

The new agreement reached by the parties supersedes the June 27,
2008 Woodbridge Settlement.  Among other things, the Amended
Woodbridge Settlement provides that:

  (a) In connection with the Prior Woodbridge Settlement,
      Woodbridge will deposit a $12,500,000 initial settlement
      payment into a segregated interest-bearing account
      denominated as the "Levitt Corporation ? Settlement Fund"
      account.  The Levitt Corp. Settlement Fund Account will,
      together with any interest accrued from and after May 22,
      2008, will be for the benefit of the Debtors' Estates in
      the event the settlement and compromise is approved by
      the Court.

  (b) Woodbridge will cause the Initial Settlement Payment on
      deposit in the Levitt Corp. Settlement Fund to be
      increased by $300,000 to total $12,800,000 in principal,
      plus accrued interest.

  (c) Woodbridge will transfer $12,300,000 of the Total
      Settlement Payment, plus all accrued interest on the
      Total Settlement Payment, to the Escrow Account pending
      Court approval of the Amended Woodbridge Settlement.  The
      remaining $500,000 of the Total Settlement Payment will
      be held by Woodbridge subject to its obligation to pay
      any difference between the "Settlement Holdback" and the
      "Amount Due."

  (d) Woodbridge, the Debtors, and the Creditors Committee have
      agreed that the confirmation order will provide that:

      * Woodbridge has provided Shared Services to the Debtors
        and the Debtors' bankruptcy estates through July 31,
        2008;

      * About $8,000,000 of the Total Settlement Payment plus
        all accrued interest will be transferred out of the
        Escrow Account to the Plan Administrator upon the
        Effective Date of the Plan and upon satisfaction of all
        terms and conditions;

      * Woodbridge has (1) an $85,500,000 Allowed General
        Unsecured Claim in Class LAS-9A in respect of the
        Intercompany Loan, and (2) a $40,000,000 Allowed
        General Unsecured Claim in Class LAS-9A in respect of
        the Employee Claim, but Woodbridge agrees to waive any
        right to receive a Distribution in respect of the
        Woodbridge Claims;

      * Woodbridge has an Allowed Secured Claim for the
        HomeBanc Loan;

      * Woodbridge has a $650,000 Allowed Administrative
        Expense Claim against the LAS Consolidated Debtors in
        full satisfaction of its Administrative Expense Claim
        for Shared Services;

      * Except for the Woodbridge Claims, the Allowed Secured
        Claim for the HomeBanc Loan and the Allowed
        Administrative Expense Claim for Shared Services in the
        amount of $650,000, Woodbridge waives any and all other
        claims it asserted against the Debtors' Estates;

      * About $4,500,000 of the Total Settlement Payment will
        be transferred out of the Escrow Account to the Plan
        Administrator upon satisfaction of all terms and
        conditions, to be held in a segregated account -- the
        Release Fund -- to be disbursed in connection with the
        Third Party Release and Injunction.

        About $4,000,000 will be transferred from the Escrow
        Account to the Plan Administrator on the Effective Date
        of the Plan and the $500,000 balance will be retained
        by Woodbridge pending a determination of the amount, if
        any, that is required to be returned to it in
        connection with the provisions dealing with the
        Distribution of the Release Fund to the Holders of
        Allowed General Unsecured Claim and Allowed Deposit
        Holder Claims against the LAS Consolidated Debtors and
        the Tennessee Consolidated Debtors.

      * Woodbridge will transfer and gift to the Deposit
        Holders' Fund the Distribution due Woodbridge in
        Respect of its Allowed Administrative Expense Claim,
        which is equal to $650,000, and an additional $300,000
        will be transferred from the Escrow Account to the Plan
        Administrator on the Effective Date to fund the balance
        of the Deposit Holders' Fund and to fund the Deposit
        Holders Fee Reserve.

A full-text copy of the Amended Woodbridge Agreement and related
exhibits is available for free at:

        http://researcharchives.com/t/s?3603

Bloomberg's Bill Rochelle notes that Levitt's second amended
Chapter 11 plan, which provides for 2.9% to 30.4% recovery for
unsecured creditors, is built around the Woodbridge Agreement.
The disclosure statement explaining the terms of the Plan was
scheduled for hearing on Dec. 10.

                      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).


LINENS 'N THINGS: Projects Up to 30% for Secured Noteholders
------------------------------------------------------------
Linens 'n Things, Inc., and its debtor affiliates' disclosure
statement to their first amended joint chapter 11 plan projects
these recoveries for holders of claims against, or interests in
the Debtors:

   Class  Type                             Projected Recovery
   -----  ------                           ---------------
    N/A   Administrative Claims                  100%
    N/A   Priority Tax Claims                    100%
    N/A   Other Priority Tax Claims              100%
     1    Other Secured Claims                   100%
     2    Senior Notes Claims                  25% to 30%
     3    General Unsecured Claims                __%
     4    Equity Interests                       None
     5    Intercompany claims                    None

Holders of senior note claims -- the senior secured floating rate
notes aggregating $650,000,000 and due 2014, issued pursuant to an
indenture dated as of February 14, 2006, with The Bank of New
York, a collateral agent and trustee -- will receive cash payments
from proceeds from the sale of their collateral.

In contrast, Linens' proposed plan of reorganization filed in
August provides that the senior noteholders will receive 100% of
the new common stock of LNT.  The senior notes partly financed the
November 2005 acquisition of a group formed by affiliates of
Apollo Management, L.P., National Realty & Development Corp., and
Silver Point Capital Fund Investments, LLC, of Linens 'n Things
for an aggregate consideration of approximately $1,300,000,000.

Linens, however, failed to obtain support from key constituents,
including trade creditors, thus, it failed to push through with
its reorganization plan.

Linens did not provide recovery estimates for holders of general
unsecured claims, expected to aggregate $1.1 billion.
The uncertainty arises from not knowing how much a liquidating
trust might recover in lawsuits, Bloomberg's Bill Rochelle says.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/LNT_1stAmended_DS.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., are Linens 'n Things'
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. 20; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


MAGNOLIA FINANCE: S&P Puts BB Rating on $9MM CDO Fixed-Rate Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
$9 million collateralized debt obligation referenced fixed-rate
notes from Magnolia Finance I PLC's series 2005-19 on CreditWatch
with negative implications.

The CreditWatch action reflects S&P's Dec. 5, 2008 placement of
its 'BB' rating on the reference obligation, the $9 million class
D notes due Oct. 15, 2016, issued by CSAM Funding II, on
CreditWatch with negative implications.

Magnolia Finance I PLC's series 2005-19 is a credit-linked note
transaction, and the rating on the notes is based on the lower of
(i) the rating assigned to the reference obligation, the
$9 million class D notes due Oct. 15, 2016, issued by CSAM Funding
II ('BB/Watch Neg'); and (ii) the rating assigned to the swap
counterparty, Credit Suisse International (AA-/Watch Neg/A-1+).


METROPOLITAN MORTGAGE: Court Certifies Securities Class Action
--------------------------------------------------------------
Judge Fred Van Sickle of the U.S. District Court for the Eastern
District of Washington approved on November 25, 2008, a class for
Metropolitan Mortgage & Securities Company investors.  Judge Fred
Van Sickle granted the plaintiffs' motion to certify claims
arising under the federal securities laws.

In December 2004, attorneys representing thousands of purchasers
of securities issued by Metropolitan Mortgage & Securities
Company, Inc., and Summit Securities, Inc., both of which are in
bankruptcy, filed an amended complaint in the United States
District Court for the Eastern District of Washington.  The suit
claims that certain officers and directors of Metropolitan and
Summit, as well as certain professional organizations which
provided services to Metropolitan and Summit, violated federal and
state securities laws in connection with the sale of those
securities.

Bankruptcy Law360 notes that PricewaterhouseCoopers LLP, and Ernst
& Young LLP have been named defendants in the securities fraud
suit.

On August 1, 2006, the District Court preliminarily approved a
settlement with certain of the individual Metropolitan and Summit
defendants and certified a settlement class with respect to those
settlements.

A full-text copy of the District Court's Certification Order is
available at no charge at:

              http://ResearchArchives.com/t/s?35f8

Based in Spokane, Washington, Metropolitan Mortgage & Securities
Co., Inc., owns insurance businesses.  Metropolitan filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., at Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
at Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for Chapter 11 protection, it listed total assets
of $420,815,186 and total debts of $415,252,120.


MGP AUBURN: Files in Chicago to Stop Foreclosure
------------------------------------------------
According to Bill Rochelle of Bloomberg News, MGP Auburn Greshem I
LLC filed a Chapter 11 petition on Dec. 5 to halt foreclosure of a
$14.4 million loan by Bank of America Corp.

The automatic stay under the Bankruptcy Code immediately takes
effect after a bankruptcy filing by the firm, and prohibit any
actions against the debtor, absent approval by the bankruptcy
court.

Mr. Rochelle recounts that a bankruptcy filing earlier this year
by affiliate MGP Auburn Greshem II was dismissed in October when
the bankruptcy judge ruled that the developer had already been
taken over by a receiver.

MGP Auburn Greshem I LLC is an apartment developer in Chicago.
MGP Auburn and two affiliates filed for chapter 11 protection on
Dec. 5, 2008 (Bankr. N. D. Illinois, Lead Case No. 08-33409).
Judge Carol A. Doyle handles the case.  Forrest L. Ingram, Esq.,
at Forrest L. Ingram, P.C., is MGP's bankruptcy counsel.  In
its bankruptcy petition, MGP estimated both its assets and debts
to be between $10 million and $50 million.


MONITOR OIL: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
Tiffany Kary of Bloomberg News reports that the Hon. Martin Glenn
of the United States Bankruptcy Court for the Southern District
converted the Chapter 11 case of Monitor Oil Plc to Chapter 7
liquidation proceeding at behest of the ad hoc committee of
bondholders.

According to Judge Glenn, other than hearings, the ruling was
based on a December 8 letter from the Debtor's attorneys
withdrawing the company's objection to a liquidation instead of a
Chapter 11 restructuring Ms. Kary says.  In the letter, the
company dropped it objection given the failure of bondholders to
reach an agreement with second-lien lenders, She notes.

Ms Kary says Judge Glenn ordered the Debtor to file its schedule
of unpaid debts incurred after it filed for bankruptcy within 15
days and a final report 30 days days from Dec. 9, 2008.

Bloomberg said that the bondholders say the case can no longer
survive as a Chapter 11 reorganization or any business with
reasonable prospect of rehabilitation.  The case, according to
them, has languished, incurring administrative expenses with no
immediate prospect of payment at risk to the estate-compensated
professionals involved and the expense of the Debtor's unsecured
creditors, according to the Troubled Company Reporter on Nov. 12,
2008.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates, Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MOTOROLA INC: S&P Downgrades Rating on Three Transactions to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
Motorola Inc.-related transactions and removed them from
CreditWatch, where they were placed with negative implications on
Jan. 28, 2008.

The rating actions reflect the Dec. 5, 2008, lowering of the
ratings on the underlying securities, the 5.22% debentures due
Oct. 1, 2097, and the 6.5% debentures due Sept. 1, 2025, both
issued by Motorola Inc., and their removal from CreditWatch with
negative implications.

Corporate Backed Trust Certificates Motorola Debentures-Backed
Series 2002-12 and TIERS Corporate Bond-Backed Certs Trust MOT
1998-5 are pass-through transactions, and the ratings on the
certificates are based solely on the rating assigned to the
underlying securities, the 5.22% debentures due Oct. 1, 2097
('BB+').  Corporate Backed Trust Certificates Motorola Debenture-
Backed Series 2002-14 Trust is a pass-through transaction, and the
rating on the certificates is based solely on the rating assigned
to the underlying securities, the 6.5% debentures due Sept. 1,
2025 ('BB+').

        Ratings Lowered; Removed From CreditWatch Negative

   Corporate Backed Trust Certificates Motorola Debenture-Backed
                          Series 2002-12
                     $44 million certificates

                                   Rating
                                   ------
                Class        To              From
                -----        --              ----
                Certs        BB+             BBB/Watch Neg

   Corporate Backed Trust Certificates Motorola Debenture-Backed
                      Series 2002-14 Trust
            $25 million corporate-backed certificates

                                   Rating
                                   ------
                Class        To              From
                -----        --              ----
                A-1          BB+             BBB/Watch Neg

        TIERS Corporate Bond-Backed Certs Trust MOT 1998-5
          $117.866 million corporate-backed certificates

                                   Rating
                                   ------
                Class        To              From
                -----        --              ----
                Amort        BB+             BBB/Watch Neg
                ZTF          BB+             BBB/Watch Neg


NETVERSANT SOLUTION: Gets Final OK to Use $20MM Patriarch Facility
------------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized NetVersant Solutions Inc. to
access, on a final basis, up to $20 million in debtor-in-
possession financing Patriarch Partners Agency Services LLC,
according to Carolyn Okomo of the Deal.

Judge Walsh also authorized the Debtor to use cash collateral, Ms.
Okomo says.

According to the Troubled Company Reporter on Nov. 24, 2008, the
Court authorized NetVersant Solutions Inc. to obtain, on an
interim basis, up to $11 million postpetition financing from group
of financial institution led by Patriarch Partners.

The proceeds of the facility will be used for (i) working capital
and generate corporate purposes; (ii) payment of costs of
administration of the Chapter 11 cases; (iii) payment of interest
and fees under the debtor-in-possession agreement; and (iv)
payment of costs and expenses of the DIP agent in connection with
the Chapter 11 cases.

The lenders committed to provide as much as $20 million to the
Debtors.

According to the credit agreement, the facility will incur
interests at a per annum rate equal to:

   i) the LIBOR Rate plus the LIBOR Rate Margin if the relevant
      obligation is an advance that is a LIBOR Rate Loan;

  ii) the Base Rate plus the Base Rate Margin if the relevant
      obligation is an advance that is a Base Rate Loan,; and

iii) the Base Rate plus the Base Rate Margin; Provided, however,
      that in no event will the Base Rate plus the Base Rate
      Margin be less than the LIBOR Rate plus the LIBOR Rate
      Margin.

The LIBOR Rate Margin is 8% and the Base Rate Margin is 7%.

To secure their DIP obligations, the lenders will be granted
superpriority administrative claims over all other administrative
claims under Section 507(b) of the United States Bankruptcy
Court.  Moreover, the lender will be paid a 2% of the commitment
at closing due and payable on the termination date.

The credit agreement contains customary and appropriate events of
default.

A full-text copy of the Debtor-in-Possession Credit Agreement is
available for free at http://ResearchArchives.com/t/s?350f

A full-text copy of the Debtor-in-Possession Budget is available
for free at http://ResearchArchives.com/t/s?350f

                    About NetVersant Solutions

Headquartered in Houston, Texas, NetVersant Solutions, Inc. --
http://www.netversant.com/-- provides wireless network
infrastructure services.  The company also provides an array of
voice, video and data communication services.  The company and 20
of its affiliates filed for Chapter 11 protection on November 19,
2008 (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.
The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NORTEL NETWORKS: Seeks Legal Advice on Possible Bankruptcy Filing
-----------------------------------------------------------------
Nortel Networks Corp. has sought legal advice on its possible
bankruptcy filing in case its restructuring plan fails, Sara
Silver and Joann S. Lublin at The Wall Street Journal report,
citing people familiar with the situation.

As reported in the Troubled Company Reporter on Nov. 18, 2008, RBC
Capital Markets said that Nortel Networks might have to file for
Chapter 11 protection by 2011 if it fails to get cash injection.
RBC Capital analyst Mark Sue said that Nortel Networks is
"overwhelmed with debt and burning cash."

According to WSJ, Nortel Networks spokesperson Ronald Alepian
denied any imminent bankruptcy, saying that the company remains
"focused on carrying out the restructuring we outlined on Nov. 10
to cut costs."  The report says that Mr. Alepian said admitted
that Nortel Networks has engaged several advisers to plan a way
forward.

WSJ relates that a source said that Nortel Networks has also been
considering seeking assistance from the Canadian government, but
troubles within the government is making the company hesitate
hesitate.

Nortel Networks, says WSJ, had a market value of $250 billion in
2000, but has since shriveled to $275 million.  WSJ states that
for one month, Nortel Networks' stock has been trading below the
$1 minimum on the New York Stock Exchange.

Nortel has disclosed in $11.61 billion in assets and in debts of
$11.79 billion, as of Sept. 30, 2008.

WSJ reports that in the first nine months of 2008, Nortel Networks
burned through about $478 million in cash.  The report says that
contracts by U.S. carriers also declined, and sales of Nortel
Networks' CDMA technology deteriorated.  The report states that to
reduce expenses and raise cash, Nortel Networks' CEO Chief
Executive Mike Zafirovski decided in September to sell company
assets.  Nortel Networks, according to the report, said on Sept.
17 that it would sell its unprofitable new business, Metro
Ethernet.

Many Wall Street analysts had believed that Nortel Networks still
had time, with its estimated $2.6 billion in cash and no payment
on its $4.5 billion in debt until July 2011, WSJ relates.  WSJ
states that about $500 million of Nortel Networks' cash was tied
up in overseas joint ventures and the company needed about
$1 billion cash for daily working capital.

People familiar with the matter said that almost a dozen companies
and investment firms are considering acquiring Metro Ethernet, and
bankers encouraged suitors to consider purchasing the entire unit,
according to WSJ.  A source said that no deal has been made for
Metro Ethernet due to a lack of "buyers at the right price," the
report states.

According to Bloomberg News, Nortel fell as much as 29 percent in
New York trading after the WSJ reporting that the company is
exploring a possible bankruptcy filing.

Bloomberg News notes that Nortel has lost almost $7 billion since
Chief Executive Officer Mike Zafirovski took over in 2005, leaving
him struggling for the funds to operate.  Mr. Zafirovski,
according to Bloomberg, had sought to revive Nortel's fortunes by
cleaning up the balance sheet and reducing the workforce by 18%
percent since he started.  Demand for Nortel's gear, mainly based
on older code division multiple access technology, has waned as
customers move to faster systems, the report says.

                   About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2008,
Moody's Investors Service revised its ratings outlook for the
Nortel Networks Corporation group of companies to negative from
stable.  The group's corporate family rating was affirmed as B3 as
were the senior unsecured ratings for debt instruments issued by
Nortel and its wholly-owned subsidiaries, Nortel Networks Limited
and Nortel Networks Capital Corporation.


NORTHPOINT VILLAGE: Court Confirms First Amended Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
confirmed Northpoint Village of Utica, LLC's First Amended
Combined Disclosure Statement and Reorganization Plan under
Chapter 11 of the Bankruptcy Code, which was filed on Sept. 30,
2008.

Pursuant to the Plan, the Debtor will enter into a new obligation
with Flagstar Bank, or a different entity, in order to obtain
funds necessary to refinance the existing loan, pay the Michael
Genson Mechnical, LLC lien and pay property taxes that are
currently due on the property.

The classification and treatment of claims, with certain
modifications pertaining to the claim of creditor Michael Genson,
are as presented below.

                       Treatment of Claims

Claims for professional fees of the Debtor and the Committee,
including attorneys and accountants, as well as all creditors
supplying goods and services and any unpaid tax liability arising
during the case, entitled to priority under Sec. 507(a)(2) of the
Bankruptcy Code, shall be paid in full.

Allowed tax claims entitled to priority under Sec. 507(a)(8) of
the Bankruptcy Code shall receive monthly cash payments over a
period not exceeding five (5) years from May 29, 2008, of a value
as of the Effective Date of the Plan equal to the allowed amount
of such Priority Claim plus interest.

Class I consist of funds due to Michael Genson pursuant to a
judgment for foreclosure in the Macomb County Circuit Court (Case
No. 06-001065-CH).

The Proof of Claim filed by Michael Genson in the amount of
$697,624 is allowed and the Debtor has agreed to withdraw all of
its objections and shall pay the entire amount of the Claim at the
Closing of the Debtor refinancing.  Michael Genson shall retain
a second lien position to secure all of the attorney fees incurred
by it to defend the pending appeal in the Michigan Court of
Appeals.

Class II consist of the secured Claim due Flagstar Bank arising
out of funds advanced by Flagstar to the Debtor for construction
purposes.  The Debtor will enter into a new obligation with
Flagstar, or a different entity, in order to obtain funds
necessary to refinance the existing loan, pay the Michael Genson
lien and pay property taxes that are currently due on the
property.

Class III consist of the unsecured non-priority claim of
Christopher Aiello, the Debtor's counsel in the state court
case with Mike Genson Mechanical.  The Debtor is contemplating a
malpractice claim against Christopher Aiello and will either file
said action or negotiate a lower amount.

Class IV consist of the unsecured non-priority claims representing
advances from entities affiliated with the Debtor through common
ownership of the principal, Salvatore Biondo.  No distributions
will be made to creditors in this class until all other classes
have been paid.

Class V consist of interests of the owners and members of the
Debtor.  The owners and members shall retain their ownership
interest in the Debtor.

Title to all property of the estate shall vest in the Reorganized
Debtor (subject to the rights of the Liquidating Agent pursuant to
the plan) on the Effective Date, free and clear of any claims or
interests, including liens, expect as expressly provided in the
Plan.

If the closing on the refinancing has not taken place by Dec. 10,
2008, the Court has set a hearing on Dec. 11, 2008, to determine
whether the case will be dismissed with a 180 day bar on refiling
any new petitions, or converted to a Chapter 7 case.

A full-text copy of the First Amended Combined Disclosure
Statement and Reorganization Plan, dated Sept. 30, 2008, is
available for free at:

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

A full-text copy of the Order Confirming the First Amended
Combined Disclosure Statement and Reorganization Plan, dated
Dec. 1, 2008, is available for free at:

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

Based in Utica, Mich., Northpoint Village of Utica, LLC is a
Michigan limited liabiity company owned 99% by three separate
trusts which each own a 33% interest and a 1% interest retained by
the managing member, Salvatore Biondo.  The company filed for
Chapter 11 relief in May 29, 2008 (E.D. Mich. Case No. 08-53097).
When the Debtor filed for protection from its creditors, it listed
total assets of $15,000,000 and total debts of $11,068,424.


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.


PEOPLE'S CHOICE: WARN Claims Settlement Gets Preliminary Approval
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted preliminary approval of a Stipulation of Class Settlement
among:

   1. Ronald F. Greenspan, as Liquidating Trustee of the PCFC
      Liquidating Trust and PCHLI Liquidating Trust, as the
      successors in interest of PEOPLE'S CHOICE FINANCIAL
      CORPORATION, a Maryland corporation, and PEOPLE'S CHOICE
      HOME LOAN, INC., a Wyoming corporation;

   2. JOHN P. SALVADOR, MELIDA McZIEL, SHANE FOWLER, DEBBIE
      OLIPHANT and SUSAN RICH, on their own behalf and on behalf
      of all other similarly situated former employees of the
      Debtors who worked at the Debtors' facilities located in
      Irvine, California, who have asserted claims against the
      Debtors under the Worker Adjustment Retraining and
      Notification Act;

   3. SHAYDA BAKHTIARI, SHANE FOWLER, and DEBBIE OLIPHANT, on
      their own behalf and on behalf of a putative class of
      similarly situated former California employees of the
      Debtors who have asserted claims against the Debtors for
      unpaid wages and benefits, as well as penalties under
      California Labor Code Section 203.

The Settlement Stipulation resolves the Salvador Plaintiffs' WARN
Act class claims, and the Bakhtiari Plaintiffs\u2019 wage and Wage
Penalties claims.  The Settlement Stipulation also approves the
form and manner of notice to Class Members of the proposed
Settlement Stipulation and the right of certain class members to
opt out of the classes, object to the Settlement Stipulation, or
both.  The Court has scheduled a Fairness Hearing to consider the
final approval of the Settlement Stipulation for February 3, 2009
at 2:30 p.m.

A class represented by the Salvador Plaintiffs was previously
certified.  A class has not been certified with respect to the
claims asserted by the Bakhtiari Plaintiffs.

Pursuant to the Court's order, the Bakhtiari Class is
preliminarily certified, for settlement purposes only.  The Court
appointed, for settlement purposes only, the law firms of Lankenau
& Miller LLP, The Gardner Firm, P.C., and Spiro Moss Barness, LLP
as counsel for the Bakhtiari Class.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.

The Official Committee of Unsecured Creditors filed with the Court
its First Amended Joint Liquidating Plan of Reorganization for
the Debtors on May 28, 2008.  The Court confirmed the Plan on
August 6.  The Plan became effective on August 12.

Ronald F. Greenspan, senior managing director at FTI Consulting,
Inc., has been selected as Liquidating Trustee of the PCHLI,
Funding and PCFC Liquidating Trusts.  Jeffrey W. Dulberg, Esq.,
and Ellen M. Bender, Esq., at PACHULSKI STANG ZIEHL & JONES LLP in
Los Angeles, California, and Eric E. Sagerman, Esq., and Rolf S.
Woolner, Esq., at WINSTON & STRAWN LLP, in Los Angeles,
California, act as co-counsel for Ronald Greenspan.


PEOPLE'S CHOICE: Trust Settles iDirect Claim for $758,143
---------------------------------------------------------
The Liquidating Trusts of People's Choice Home Loan, Inc.,
People's Choice Funding, Inc., and People's Choice Financial
Corporation ask the U.S. Bankruptcy Court for the Central District
of California to approve a Settlement Agreement between the PC
Trusts and iDirect Marketing, Inc.

The parties have agreed to resolve all of the claims that iDirect
may hold against PCHLI, Funding and PCFC, and all of the claims
that the Former Debtors may hold against iDirect.  iDirect will be
allowed a single claim that will be reduced and allowed as a
general unsecured claim for $758,143.  The Allowed Claim will be
treated as a Class 4A Claim under the First Amended Liquidating
Plan proposed by the Official Committee of Unsecured Creditors.

The parties will also execute mutual releases.

iDirect asserted general unsecured claims for $791,675 against
each of the Debtors based on services provided and goods sold to
PCHLI.  The Former Debtors objected to the claims as duplicates.

In its analysis, the Liquidating Trustee has determined that the
iDirect Claim has been overstated by $33,531 as it includes an
invoice for services that were not delivered to PCHLI.  The
Liquidating Trustee's professionals also performed a detailed
analysis of each of the potential preferential payments -- all
payments made to iDirect by PCHLI within the 90 days prior to the
Petition Date -- totaling $1,441,940 made by PCHLI to iDirect and
determined that it appeared likely that iDirect had meritorious
defenses to any possible avoidance action.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.

The Official Committee of Unsecured Creditors filed with the Court
its First Amended Joint Liquidating Plan of Reorganization for the
Debtors on May 28, 2008.  The Court confirmed the Plan on August
6.  The Plan became effective on August 12.

Ronald F. Greenspan, senior managing director at FTI Consulting,
Inc., has been selected as Liquidating Trustee of the PCHLI,
Funding and PCFC Liquidating Trusts.  Jeffrey W. Dulberg, Esq.,
and Ellen M. Bender, Esq., at PACHULSKI STANG ZIEHL & JONES LLP in
Los Angeles, California, and Eric E. Sagerman, Esq., and Rolf S.
Woolner, Esq., at WINSTON & STRAWN LLP, in Los Angeles,
California, act as co-counsel for Ronald Greenspan.


PHARMED GROUP: Committee, et al., Want to Recover $106 Million
--------------------------------------------------------------
Patrick Danner at the Miami Herald Media Co. reports that the
Official Committee of Unsecured Creditors of Pharmed Group Holding
Inc. and the administrator of the Debtor's plan of liquidation
sued the Debtor's convicted owners Carlos and Jorge de Cespedes --
including other officers and shareholders -- to recover as much as
$106 million in dividends payment and proceeds from stock sales in
2003 and 2004.

According to the lawsuit, the dividend payments and stock
redemption were made to defraud creditors.  Mr. Danner relates the
lawsuit indicated that the deals were unlawful and wants them
declared invalid.

The Committee, et al., allege that the Cespedes brothers got
$66.2 million in the aggregate and trusts in their names received
$16.4 million, Mr. Danner says.  The Committee, et al., also want
to recover:

   i) $10 million plus $3.4 million in trust from chief
      financial officer Bertin J. Perez;

  ii) $3.9 million from William Baldwin;

iii) $2.2 million from shareholder William Baldwin; and

  iv) $1.0 million from shareholder James Oliver.

The Cespedes brothers pleaded guilty to commit fraud in June 2008,
Mr. Danner says.  The brothers are set to be sentenced by Jan. 6,
2008 and face up to 10 years in prison, he continues.

"We are pursuing dividends and redemptions that they engineered
over two years, during which it isn't even debatable that the
company was either insolvent or its capital was impaired to such
an extent that under relevant corporate law they could not do
these transactions," Mr. Danner quoted a person familiar with the
lawsuit.

                          About Pharmed

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates send drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.  The company and four
debtor-affiliates filed for chapter 11 protection on Oct. 26, 2007
(Bankr. S.D. Fl. Case Nos. 07-19187 through 07-19191).  Paul
Steven Singerman, Esq., and Brian Rich, Esq., at Berger Singerman
PA, represent the Debtors.  Trumbull Group LLC serves as the
Debtors' claims and noticing agent. According to Bloomberg News,
the Debtor listed assets of $50 million and debts of $72 million
when it filed for bankruptcy.


PHOENIX COMPANIES: Moody's Reviews 'Ba2' Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service has placed the Baa3 senior debt rating
of The Phoenix Companies, Inc. and the A3 insurance financial
strength ratings of its life insurance subsidiaries on review for
possible downgrade.  The life insurance company subsidiaries of
Phoenix include Phoenix Life Insurance Company and PHL Variable
Insurance Company.

According to Moody's, the review for downgrade primarily reflects
Phoenix's weakening financial profile during 2008.  Earnings have
declined, with year-to-date GAAP operating earnings of the core
life and annuity segment of $51 million, down from $114 million
during the comparable 2007 period.  In addition, Phoenix Life's
statutory total adjusted capital has decreased 17% over the first
nine months of 2008 due to realized and unrealized investment
losses, operating losses at a subsidiary, and dividends paid to
Phoenix.

The rating agency noted that Phoenix's ratings reflect the
company's strong position in the provision of life insurance to
affluent individuals and businesses, its large block of
participating life insurance, and its wide distribution
relationships.  These include Phoenix's position as the only
external life insurance and annuity provider to the clients of the
biggest U.S. property and casualty insurer.

Moody's said the review for possible downgrade will focus on these
items: (1) current and likely future GAAP and statutory earnings
in the company's core life and annuity insurance business; (2) the
company's financial flexibility in light of trends in operating
company earnings; (3) the company's ability to successfully
replenish the decline in statutory capital at Phoenix Life prior
to year-end and early in 2009 in recognition of the company's
modest earnings; and (4) the likelihood that unrealized losses in
the investment portfolio might become realized through impairments
or actual defaults.  Any potential rating downgrade action is
unlikely to be more than one rating notch.

These ratings were placed on review for possible downgrade:

  * Phoenix Companies, Inc. -- senior unsecured debt rating at
    Baa3; provisional subordinate debt rating at (P)Ba1; and
    provisional preferred stock rating at (P)Ba2.

  * Phoenix Life Insurance Company -- insurance financial strength
    at A3, surplus notes at Baa2.

  * PHL Variable Insurance Company -- insurance financial strength
    at A3, surplus notes at Baa2.

Phoenix is an insurance and asset management organization
headquartered in Hartford, Connecticut.  As of September 30, 2008,
Phoenix reported total assets of about $28 billion and
shareholder's equity of approximately $1.5 billion.

Moody's last rating action on Phoenix was on February 7, 2008,
when the rating agency affirmed the ratings following Phoenix's
announcement that it intended to spin off the company's asset
management operations as an independent company.


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.


PIERRE FOODS: Court Confirms Plan; Oaktree as Majority Owner
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
confirmed the Pierre Foods Inc.'s plan of reorganization.

With the Bankruptcy Court's approval of the Plan, funds managed by
Oaktree Capital Management L.P., have become the majority owner of
Pierre.  Oaktree Capital is Pierre's single largest creditor and
provider of the company's debtor-in-possession credit facility.

The Court also authorized the company to emerge from bankruptcy
immediately, waiving the 10-day statutory stay period, as all
parties agreed to a fully consensual confirmation.  The company
expects to emerge from Chapter 11 within the next few days.

The Plan provides for the following:

  -- a portion of the existing prepetition secured indebtedness
     will be satisfied in cash;

  -- conversion of $85 million of existing prepetition secured
     indebtedness to a new mezzanine facility;

  -- conversion of the remainder of the existing prepetition
     secured indebtedness to 100% of the equity of Reorganized
     Pierre;

  -- a new exit facility in the amount of $95 million to fund the
     Company's ongoing operations and pay obligations under the
     Plan.  The Company expects less than $60 million to be drawn
     at exit;

  -- the Debtors' Senior Subordinated Notes in the principal
     amount of $125 million will be cancelled; and

  -- 12% cash recovery for unsecured creditors including holders
     of Senior Subordinated Notes.

"Pierre Foods is poised to emerge with the renewed ability to
operate profitably throughout the continued downturn of the
economic cycle and beyond," the company stated.  "We are pleased
to continue working with Oaktree and appreciate their continued
commitment to the Company.  Oaktree and its affiliates have
extensive experience in alternative investments and a proven
track record of success through superior performance.

"We are excited about this new sponsorship and believe that
Oaktree is the perfect partner to help guide the future of the
Company.  Additionally, we are grateful for the loyalty of all
our dedicated employees, customers and vendors during this
restructuring. We look forward to our continuing relationship
with these parties who played a critical role in our successful
restructuring," the company continued.

                       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
sponsor, 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: Suppliers, Lenders & PBGC Form Creditors Panel
---------------------------------------------------------------
Bill Rochelle of Bloomberg News notes that the official committee
of unsecured creditors in Pilgrim's Pride Corp.'s cases include
representatives of lenders, suppliers, the Pension Benefit
Guaranty Corp., and investor Oaktree Capital Management LLC.

As reported yesterday by the Troubled Company Reporter, William T.
Neary, the United States Trustee for Region 7, has appointed 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).


PLATINUM COMMUNITY: Weiss Ratings Assigns "Very Weak" E- Rating
---------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Rolling Meadows, Ill.-
based Platinum Community Bank.  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."

Platinum Community -- http://www.platinumbank.net/-- is chartered
as a savings association primarily regulated by the Office of
Thrift Supervision.  Deposits have been insured by the Federal
Deposit Insurance Corporation since it was established on Mar. 1,
1999.

Platinum Community disclosed $78.5 million in assets and $71.3
million in liabilities at Sept. 30, 2008, in regulatory filings
available from the Federal Financial Institutions Examination
Council.


PNM RESOURCES: S&P Outlook on BB- Corp. Credit Rating Is Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook to
negative from stable on the 'BB-' corporate credit rating of PNM
Resources Inc. and its regulated electric utility subsidiaries,
Public Service Company of New Mexico and Texas-New Mexico Power
Company.  The outlook revision reflects the company's continued
strategic focus on competitive retail electric unit First Choice
Power in the face of poor financial results and significant
customer losses this year.  FCP's operations strain credit quality
due to its unstable cash flows and liquidity requirements.

"The ratings for PNM and its affiliates reflect a challenging
regulatory environment in New Mexico that has made it difficult
for the company to achieve full and timely recovery of costs,
contributing to below-average credit metrics and weak cash flow
coverage," said S&P's credit analyst Antonio Bettinelli.  "The
inherent risks of nonregulated merchant power producer EnergyCo,
which is a joint venture between PNM and ECJV (a subsidiary of
Cascade Investment LLC), is also a rating consideration, as is the
company's quarter-over-quarter losses at retail choice provider
FCP."

Losses in the second and third quarters at FCP were preceded by
the disclosure of a substantial speculative trading loss of
$47 million (pretax) in the first quarter, highlighting
management's lack of attention to risk controls and tolerance
levels at the higher-risk trading unit.  Customer count at FCP is
down 9% this year, and default rates and bad debt expense are
expected to rise.  After an unsuccessful attempt to sell the unit,
management has decided that it would be beneficial to retain it.
The trading misstep, coupled with ongoing poor operational
performance from its generating fleet, hefty write-downs,
difficulty in accessing debt markets and higher interest costs,
higher commodity prices, as well as protracted proceedings with
regulators, have contributed to multiple downgrades over the past
year.


POWERMATE CORP: Committee Sues Sun Capital for Fraudulent Transfer
------------------------------------------------------------------
Bloomberg News reports that the U.S. Bankruptcy Court for the
District of Delaware has extended Powermate Corp.'s exclusive
rights to file and solicit acceptances of a Chapter 11 liquidating
plan until March 12 plan.

Meanwhile, Bloomberg's Bill Rochelle relates that Powermate is
facing a suit for wrongful death by survivors of three individuals
who were asphyxiated by defective generators following Hurricane
Ike.  The plaintiffs have asked the Court to modify the automatic
stay modified so they may proceed with the wrongful-death action
in state court.

As reported by the Dec. 2 edition of the Troubled Company
Reporter, citing Bill Rochelle, the official committee of
unsecured creditors appointed in Powermate's obtained the
Bankruptcy Court's approval to settle a lawsuit against Sun
Capital Partners Inc., the private-equity investor that bought 95%
of Powermate in 2004.  According to Mr. Rochelle, in exchange for
the withdrawal of the suit, a $4.7 million fund will be created
for unsecured creditors, while Sun Capital will waive unsecured
claims.  The Creditors Committee sued Sun Capital Partners
alleging fraudulent transfer and breach of fiduciary duty.

                          About Powermate

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.  Sun Capital Partners bought 95% of
Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.

The three companies filed for chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Kenneth J. Enos,
Esq.. and Michael R. Nestor, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  The Official Committee of
Unsecured Creditors, which has seven creditor members, is
represented by Monika J. Machen, Esq., at Sonnenschein Nath
Rosenthal LLP.

On May 23, 2008, the Debtors' summary of schedules posted total
assets of US$60,139,442 and total debts of US$85,700,759.


PRINCETON OFFICE: Reschedules Meeting of Creditors to December 22
-----------------------------------------------------------------
Morris S. Bauer, Esq., at Norris, McLaughlin & Marcus, PA, on
behalf of Princeton Office Park, LLP filed with the U.S.
Bankruptcy Court for the District of New Jersey a document
informing all parties-in-interest and creditors in the Debtor's
bankruptcy case that the Meeting of Creditors has been rescheduled
to Monday, Dec. 22, 2008, at 1:00 p.m., at the Clarkson S. Fisher
Federal Courthouse, 402 East State Street, Room 129, in Trenton,
New Jersey.

Mr. Bauer may be reached at:

     Morris s. Bauer, Esq.
     email: msbauer@nmmlaw.com
     Norris McLaughlin & Marcus, PA
     P.O. Box 1018
     Tel: (908) 722-0700
     Fax: (908) 722-0755

Headquartered in Morristown, New Jersey, Princeton Office Park, LP
operates a real estate business.  The company filed for Chapter 11
protection on Sept. 9, 2008 (Bankr. D. N.J. Case No. 08-27149).
Melissa A. Pena, at Norris, McLauglin & Marcus, in New York, and
Morris S. Bauer, Esq., at Norris McLaughlin & Marcus PA, in
Somerville, New Jersey, represent the Debtor as counsel.  In its
schedules, the Debtor listed total assets of $25,000,000 and total
debts of $2,517,370.


QUEBECOR WORLD: Converts Debt to Equity to Cut Taxes
----------------------------------------------------
According to Bloomberg's Bill Rochelle, Quebecor World Inc. is
converting some debt to equity to avoid $25 million in taxable
interest income that might result in paying taxes unnecessarily.

The company says the transaction will have "no measurable adverse
impact on creditors."

Meanwhile, Quebecor World said Nov. 27 that it has determined the
final conversion rate applicable to the 66,601 Series 5 Cumulative
Redeemable First Preferred Shares (TSX: IQW.PR.C) that will be
converted into Subordinate Voting Shares effective as of
December 1, 2008.  Taking into account all accrued and unpaid
dividends on the Series 5 Preferred Shares up to and including
December 1, 2008, Quebecor World has determined that, in
accordance with the provisions governing the Series 5 Preferred
Shares, each Series 5 Preferred Share will be converted effective
as of December 1, 2008 into 13.578125 Subordinate Voting Shares.
Registered holders of Series 5 Preferred Shares who submitted
notices of conversion on or prior to September 26, 2008 will
receive in the coming days from Quebecor World's transfer agent
and registrar, Computershare Investor Services Inc., certificates
representing their Subordinate Voting Shares resulting from the
conversion.  About 904,316 new Subordinate Voting Shares will thus
be issued by Quebecor World to holders of Series 5 Preferred
Shares effective as of December 1, 2008.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000 total
liabilities of $4,326,500,000 preferred shares of $62,000,000
and total shareholders' deficit of $976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

(Quebecor World Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Seeks Ontario Court OK to Liquidate 3 Units
-----------------------------------------------------------
Quebecor World, Inc., seeks the Quebec Superior Court of
Justice's authority to liquidate three of its subsidiaries to
eliminate certain internal debts before QWI emerge from its
insolvency proceeding under the Canadian Companies' Creditors
Arrangement Act.

                        QPI Transaction

QWI intends to wind-up its direct subsidiary, QPI Financial
Services, Inc., through a series of inter-subsidiary
transactions, to cancel the non-interest bearing note in the
amount of $1,308,261,732, by way of "confusion" to reduce the
amount of debt forgiveness for Canadian income tax purposes that
may result upon emergence and also to avoid further negative
Canadian tax consequences should an acquisition of control of QWI
occur upon emergence.

The transactions for which QWI is seeking Court approval, in
respect of QPI, are intended to crystallize the capital loss, and
eliminate the amount payable to QPI, thereby reducing the
potential gain on settlement of debt that would arise in the
context of an eventual plan of compromise and arrangement, Ernst
& Young, LLP, the CCAA Monitor for QWI, states.

The Monitor, in a report delivered to the CCAA Court, relates
that although the exact steps required to effect QPI's wind-up
might change as a result of further discussions, it is expected
that the wind-up of QPI would involve:

  * a modification to the characteristics of the $1,308,261,732
    note payable by QWI to QPI, to add a conversion feature;

  * the exercise by QPI of the conversion right, to replace the
    existing note for an interest bearing note;

  * a transfer by QPI of the new note to 4449592 Canada Inc., in
    exchange for preferred shares of 4434889 Canada.

  * a transfer to QWI of the preferred shares of 4434889 Canada
    held by QPI, by way of a dividend in kind;

  * the liquidation of 4434889 Canada into its parent QWI, and
    its subsequent dissolution; and

  * the liquidation of QPI into its new parent QWI and its
    subsequent dissolution in accordance with the provisions
    of Irish corporate law.

The Monitor further states that QWI's proposed reorganization
plan provides for an eventual transfer of funds from QWI to QPI,
through the payment of interest on the new note $40,000, being an
amount sufficient to repay the liabilities and the income taxes
that would result from the interest income.  While the proposed
reorganization plan would allow QWI to make a payment on account
of a debt replacing a debt that existed on the date of the
Initial Order, the required payment is very small and the
expected benefit from the reorganization far outweighs the loss
in value from the required payment to QPI.

                     372Canada Transaction

QWI seeks to liquidate 3721663 Canada General Partnership to
eliminate the amount payable to 372 Canada, thereby reducing the
potential gain on settlement of debt that would arise in the
context of an eventual plan of compromise and arrangement.

The 372Canada transaction will involve:

  * a modification to the characteristics of the $409,000,000
    note payable by QWI to 372 Canada, to add a conversion
    feature;

  * the exercise by 372 Canada of the conversion right, to
    replace the existing note for an interest bearing note;

  * a sale of the new note to by 372 Canada to 4449584 Canada
    in exchange for preferred shares of 4449584 Canada;

  * the wind-up of 372 Canada and the distribution of its
    property to its partners, QWI and Transport Graphicor,
    Inc., in proportion of their interest;

  * the distribution of a small number of preferred shares of
    4449584 Canada by Transport Graphicor to its parent QWI,
    by way of dividend in kind; and

  * the liquidation of 4449584 Canada into its new parent QWI
    and its subsequent dissolution, which would result to the
    new note being extinguished through confusion.

At December 31, 2007, the assets of 372Canada were comprised of
cash on hand of $82,000 and the note receivable from QWI of
$409,000,000.  According to the Monitor, the financial
information presented indicates there is no other debt and the
financial position of 372Canada has not changed since the
financial information was prepared.

                      443Canada Transaction

QWI seeks Court's permission to liquidate 4434889 Canada, Inc.,
before the end of the 2008 taxation year and to subsequently
dissolve 443Canada prior to QWI's emergence.  According to the
Monitor, as a result of the QWI's sale of its European assets,
443Canada realized a capital loss currently estimated to be at
$68,464,397.

As a result of the 443Canada Transaction, the capital loss of 443
Canada for 2008 will be deemed to be a capital loss of QWI
available for carry forward for taxation years beginning after
the commencement of the wind-up so as to be available to absorb a
portion of the debt forgiveness upon emergence, the Monitor
states.

At December 31, 2007, the assets of 443Canada were comprised of
investment in affiliates of $68,000,000.

The Monitor, based on its review of the transactions, opines that
the proposed reorganizations would have no adverse impact on the
existing creditors of QWI and, and if successfully implemented,
the proposed reorganizations could alleviate QWI's income tax
burden after emergence, which would benefit all stakeholders.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000 total
liabilities of $4,326,500,000 preferred shares of $62,000,000
and total shareholders' deficit of $976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

(Quebecor World Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


READER'S DIGEST: S&P Keeps Subordinated Debt Rating at 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Reader's Digest Association Inc.'s senior secured debt to 'B-'
(at the same level as the 'B-' corporate credit rating on the
company) from 'B'.  The recovery rating on this debt was revised
to '4', indicating S&P's expectation of average (30% to 50%)
recovery for lenders in the event of payment default, from '2'.

The issue-level rating on Reader's Digest's subordinated debt
remains at 'CCC' (two notches lower than the corporate credit
rating) with a recovery rating of '6', indication S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

The revision of the recovery rating on the company's secured debt
reflects a change in S&P's valuation approach.  S&P now believes
that the company would be sold as part of an orderly liquidation
following a default, versus S&P's previous assumption that the
company would reorganize.

The corporate credit rating on Reader's Digest remains at 'B-' and
the rating outlook is stable.  The rating reflects the company's
very high leverage and Standard & Poor's concerns regarding
management's ability to stem business declines, complete
restructuring initiatives, resume revenue and EBITDA growth, and
generate positive discretionary cash flow.  Reader's Digest's
market positions in the highly competitive publishing and direct
marketing businesses -- both facing weak fundaments--minimally
temper these factors.

                           Ratings List

                          RDA Holding Co.
                    Reader's Digest Assn. Inc.

             Corporate Credit Rating   B-/Stable/--

                         Ratings Revised

                    Reader's Digest Assn. Inc.

                                        To        From
                                        --        ----
              Senior Secured            B-        B
                Recovery Rating         4         2


RED BLUFF FORD: Files for Chapter 11 Protection in California
-------------------------------------------------------------
Jim Schultz at Redding.com reports that Red Bluff Ford-Mercury
Inc., has filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Northern District of California.

Redding.com states that Phil Price, who has owned Red Bluff Ford
since 1989, said on Monday that the company isn't in danger of
going out of business or firing workers.  Red Bluff Ford, says the
report, has 50 employees.  "It's just a move to reorganize the
company . . . . We will be here 20 years from now," the report
quoted Mr. Price as saying.

Red Bluff Ford finances the purchase of its trucks and automobiles
through Wells Fargo, and the dealership fell behind in its
payments to the bank due to hard economic times, the report says,
citing Dennis Cowan, the attorney for Red Bluff Ford.  Mr. Cowan
said that company has an estimated $7-million debt to Wells Fargo
Bank, Redding.com relates.

According to Redding.com, Mr. Cowan said that he is working on
securing new financing for Red Bluff Ford.  He said that Wells
Fargo Bank has been helping Red Bluff Ford to guarantee the
company's survival, Redding.com relates.  The report states that
Mr. Cowan said that he hopes to obtain that new financing within
30 to 60 days, which would allow Red Bluff Ford to withdraw from
Chapter 11.

Citing Mr. Cowan, Redding.com reports that Red Bluff Ford has
between $8 million and $9 million in assets.  Court documents say
that Red Bluff Ford owes an estimated $164,109 to its 20 largest
unsecured creditors.  According to the documents, Red Bluff Ford's
unsecured debtors include:

     -- Reynolds & Reynolds, Red Bluff Ford's largest unsecured
        debtor, with a $41,240 claim;

     -- Great Lakes Advertising, which is owed $40,000; and

     -- Ford Motor Co., which has a $20,000 claim.

As part of its reorganization plan, Red Bluff Ford will be
reducing its vehicle inventory, cutting stock from 400 to 200
units, Redding.com states, citing Mr. Price.  "There will be some
short deals," he added.

Red Bluff Ford-Mercury Inc. --
http://redbluffford.dealerconnection.com/-- is based in Red
Bluff, California.  It is one of the largest Ford dealerships in
Northern California.


RESTRUCTURED ASSET: S&P Junks Rating on $75 Mil. Notes From 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$75 million notes from Restructured Asset Securities w/ Enhanced
Returns Series 2005-19-C to 'CCC' from 'BB' and removed it from
CreditWatch, where it was placed with negative implications on
Sept. 30, 2008.

The rating action reflects the Dec. 4, 2008, lowering of the
rating on one of the underlying securities, the class A-3 home
equity loan-backed term notes due June 25, 2034, issued by GMACM
Home Equity Loan Trust 2004-HE1.

RACERS Series 2005-19-C is a credit-linked note transaction, and
the rating on the certificates is based on the lower of (i) the
rating assigned to the underlying securities, the class A-3 home
equity loan-backed term notes due June 25, 2034, issued by GMACM
Home Equity Loan Trust 2004-HE1 ('CCC'); and (ii) the rating
assigned to the reference obligations, the 6.875% senior unsecured
notes due Sept. 15, 2009, issued by Procter & Gamble Co. ('AA-').


ROCKY RIDGE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rocky Ridge Center, LLC
        3001 Lava Ridge Ct #340
        Roseville, CA 95661

Bankruptcy Case No.: 08-38105

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Kobra Properties                                   08-37271
Kobra Preserve LLC                                 08-37272
Vernon Street Associates LLC                       08-37272

Chapter 11 Petition Date: December 9, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Leonard M. Shulman, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre Dr. #300
                  Foothill Ranch, CA 92610-2808
                  (949) 340-3400

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
CB Richards Ellis              leasing commission  $333,971
Attn: Kevin Larseheid
File #0564411 Location #2341
Los Angeles, CA 90084

Quality Control Systems Inc.                       $147,715

John McIntosh                                      $105,960
1911 Douglas Blvd.
Suite 85-225
Roseville, CA 95661

Intervest Mortgage Sterling    loan commission     $100,000
Savings
7th Floor Sherwood Bldg. 501
West Riverside Avenue
Spokane, WA 99201

Unify Corporation              reimbursement       $25,000

Burrel Consulting Group Inc.   consulting          $13,855

US Metro Corp                  supplies            $5,100

The Growing Company            Drip Boxes          $991

Sure West                      fire lines          $354

Century Lighting               exterior lighting   $169

Home Depot                     electrical supplies $118

Universal Security &           fire monitoring     $117
Fire Inc.

Paul's Safe & Lock                                 $13

The petition was signed by general partner Abolghassem Alizadeh.


SATURNS TRUST: S&P Cuts Rating on Sears Roebuck Certs. to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$60.192 million Sears Roebuck Acceptance Corp. debenture-backed
certificates from SATURNS Trust No. 2003-1 to 'BB-' from 'BB'.

The downgrade reflects the Dec. 4, 2008, lowering of the rating on
the underlying securities, the 7.00% notes due June 1, 2032,
issued by Sears Roebuck Acceptance Corp., to 'BB-'.

SATURNS Trust No. 2003-1 is a pass-through transaction, and the
rating is based solely on the rating assigned to the underlying
securities.


SBA CMBS: Fitch Affirms Low-B Ratings on $354-Mil. Notes
--------------------------------------------------------
Fitch Ratings affirms and assigns Outlooks to these classes of SBA
CMBS Trust, series 2005-1 commercial mortgage pass-through
certificates:

  -- $238,580,000 class 2005-1A at 'AAA'; Outlook Stable;
  -- $48,320000 class 2005-1B at 'AA'; Outlook Stable;
  -- $48,320,000 class 2005-1C at 'A'; Outlook Stable;
  -- $48,320000 class 2005-1D at 'BBB'; Outlook Stable;
  -- $21,460,000 class 2005-1E at 'BBB-'; Outlook Stable.

Fitch Ratings also affirms and assigns Outlooks to these classes
of SBA CMBS Trust, series 2006-1 commercial mortgage pass-through
certificates:

  -- $439,420,000 class 2006-1A at 'AAA'; Outlook Stable;
  -- $106,680,000 class 2006-1B at 'AA'; Outlook Stable;
  -- $106,680,000 class 2006-1C at 'A'; Outlook Stable;
  -- $106,680,000 class 2006-1D at 'BBB'; Outlook Stable;
  -- $36,540,000 class 2006-1E at 'BBB-'; Outlook Stable;
  -- $81,000,000 class 2006-1F at 'BB+'; Outlook Stable;
  -- $121,000,000 class 2006-1G at 'BB'; Outlook Stable;
  -- $81,000,000 class 2006-1H at 'BB-'; Outlook Stable;
  -- $71,000,000 class 2006-1J at 'B+'; Outlook Stable.

The affirmations are due to the stable performance of the
collateral.  Rating Outlooks reflect the likely direction of any
rating changes over the next one to two years.

SBA CMBS Trust, series 2005-1 closed on Nov. 18, 2005 and was
secured by 1,714 wireless communication sites.  SBA CMBS Trust,
series 2006-1 closed Oct. 26, 2006 and represents an additional
contribution of 3,261 sites.

As of September 2008, the collateral pool included 4,969 wireless
communication sites owned, leased, or managed by the borrower.
The reduction of sites from issuance is due to the combination for
reporting purposes of two sites located at adjacent properties,
the decommissioning of two other sites, and two sites being
identified as sub-leased.

The notes issued by both transactions, which are secured by the
same collateral pool, are pari passu among like rated classes.  As
of the November 2008 distribution date, the aggregate principal
balance of the notes remained unchanged at $1.555 billion since
issuance.  Notes from both issuances are interest only for the
entire five-year period.  The SBA CMBS Trust, series 2005-1 has an
Anticipated Repayment Date of Nov. 15, 2010, while series 2006-1
has an ARD of Nov. 15, 2011.  If the transactions do not pay off
on their ARD dates, the interest rate will increase.

As part of the review, Fitch analyzed the management report dated
Sept. 30, 2008 that was provided by the servicer, Midland Loan
Services.  As of Sept. 30, 2008, aggregate annualized run rate
revenue increased 8.6% to $310.8 million from $286.3 million.
Over the same time period, the Fitch adjusted net cash flow
increased
8.6%.

The tenant type concentration is stable.  As of Sept. 30, 2008,
total revenue contributed by telephony tenants was 94.7% compared
to 95.2% at issuance.


SHERMAG INC: Voluntary Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: Shermag, Inc.
                   2171 King Street West
                   Sherbrooke, Quebec J1J2G1
                   Canada

Bankruptcy Case No.: 08-12015

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Jaymar Furniture Corp.                             08-12017
Scierie Montauban Inc.                             08-12018
Megabois (1989) Inc.                               08-12019
Shermag Corporation                                08-12020
Jaymar Sales Corp.                                 08-12022

Type of Business: The Debtors are designers, producer, source and
distributor of high-quality residential furniture.

See: http://www.shermag.com/eng/shermag.html

Chapter 11 Petition Date: December 10, 2008

Court: Middle District of North Carolina (Greensboro)

Debtor's Counsel: Christine L. Myatt, Esq.
                  cmyatt@npaklaw.com
                  Suite 100, 701 Green Valley Rd.
                  P.O. Box 3463
                  Greensboro, NC 27408
                  Tel: (336) 373-1600

Total/Estimated Assets: Not stated

Total/Estimated Debts: Not stated


SHERMAG INC: Quebec Court Extends Stay Period to April 4, 2009
--------------------------------------------------------------
The Quebec Superior Court to extend to April 4, 2009, the period
of the Court-ordered stay of proceedings against Shermag Inc. and
its subsidiaries -- Jaymar Furniture Corp., Scierie Montauban
Inc., Megabois (1989) Inc., Shermag Corporation and Jaymar Sale
Corporation -- under the Companies' Creditors Arrangement Act.

The purpose of the stay of proceedings is to provide the Company
with an opportunity to develop and file a plan of arrangement to
propose to its creditors and to hold a creditors' meeting.

RSM Richter Inc., the company's monitor under the CCAA
proceedings, filed on Dec. 10, 2008, a petition under Chapter 15
of the U.S. Bankruptcy Code with the United States Bankruptcy
Court for the Middle District of North Carolina, Greensboro
Division.

According to the firm, the purpose of such filing is to have the
U.S. Court recognize and enforce the CCAA proceedings and, in
particular, the claims process order rendered by the Quebec
Superior Court on July 18, 2008.

The Company has been operating under the protection of the CCAA
since May 5, 2008.

                        About Shermag Inc.

headquartered in Sherbrooke, Quebec, Shermag Inc., (TSX: SMG)
designs, produces, markets and distributes residential furniture.
The company has about 710 people.


SIMMONS BEDDING: Moody's Downgrades Corporate Rating to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded Simmons' ratings following
the announcement that it had extended its forbearance agreement to
March 31, 2009, pending Senior Lender approval, but that in
consideration for extending the forbearance agreement, the senior
lenders are requiring that the company submit a restructuring plan
by January 26, 2009, in addition to other conditions.  The
negative outlook reflects the possibility of a bankruptcy filing
should a potential restructuring not be completed on acceptable
terms.

The two notch downgrade in the corporate family rating to Caa3
from Caa1 reflects the company's diminished liquidity profile as
it is in violation of a leverage covenant and the banks have been
unwilling to waive the violation or amend the credit facility on
acceptable terms.  This creates the possibility of the banks
demanding immediate payment of both the revolver and term loan,
the aggregate of which exceeded $525 million as of September 30,
2008.

"The three notch downgrade in the probability of default rating to
Ca from Caa1 reflects the increased likelihood that Simmons will
restructure its balance sheet, which is likely to cause debt
holder losses and which Moody's would likely view as a distressed
exchange that could be treated as a default for analytical
purposes" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  The PDR downgrade also reflects Moody's view
that if Simmons does not restructure its balance sheet, the
probability of a bankruptcy filing has significantly increased.
The difference in the Ca probability of default rating and the
Caa3 corporate family rating reflects Moody's view that ultimate
recovery in a possible restructuring may exceed the 50% mean
overall recovery rate.

The two notch downgrade in the subordinated notes, discount notes
and Super Holdco Toggle loan coincides with the two notch
downgrade in the CFR.  The one notch downgrade of the senior
secured facilities to B2 from B1 differs from the two notch
downgrade of the CFR and the two notch downgrade of the different
unsecured notes due to Moody's expectations that the banks
potential loss in a restructuring, if any, would not be as severe.

Ratings downgraded/assessments revised:

  -- Corporate family rating to Caa3 from Caa1;

  -- Probability of default rating to Ca from Caa1;

  -- $75 million senior secured revolver due 2011 to B2 (LGD-1,
     8%) from B1 (LGD-2, 18%);

  -- $492 million senior secured term due 2011 to B2 (LGD-1, 8%)
     from B1 (LGD-2, 18%);

  -- $200 million senior subordinated notes due 2014 to Caa3 (LGD-
     3, 32%) from Caa1 (LGD-4, 53%);

  -- $269 million senior discount notes due 2014 to Ca (LGD-4,
     55%) from Caa2 (LGD-5, 74%);

  -- $300 million Super Holdco Toggle loan to C (LGD-5, 78%) from
     Caa3 (LGD 6, 91%);

The last rating action was on October 15, 2008, where Moody's
lowered all ratings two notches and kept the rating outlook
negative as Moody's expected the company to violate a financial
covenant in Q3 2008.

Simmons Bedding Company, a wholly-owned subsidiary of Simmons
Company, is headquartered in Atlanta, Georgia.  Net sales for the
twelve months ended September 2008 approximated $1.1 billion.


SIMMONS CO: S&P Keeps Developing CreditWatch on CCC Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it its ratings on
Simmons Co., including its 'CCC' corporate credit rating, remain
on CreditWatch with developing implications, following the
company's announcement that it is seeking to extend the
forbearance period previously granted by its senior lenders to
March 31, 2009.

S&P originally placed the company's ratings on CreditWatch with
negative implications on Aug. 12, 2008, following the company's
drawdown of its revolving credit facility after the end of the
second quarter, and subsequently lowered the corporate credit
rating to 'B-' from 'B' on Oct. 22, 2008, and to 'CCC' from 'B-'
on Nov. 14, 2008, at which point, S&P revised the CreditWatch
listing to developing from negative.  The company is seeking the
forbearance extension to give it sufficient time to pursue an
organized financial restructuring of its balance sheet.

"We remain concerned about the difficult operating environment
that Simmons faces, as well as its ability to obtain a waiver and
bank amendment and/or a restructuring of its balance sheet in a
timely manner," noted S&P's credit analyst Rick Joy.  If Simmons
cannot secure a covenant amendment and waiver in the forbearance
period, S&P could consider lowering the ratings further.

"If the company successfully negotiates a waiver and amendment and
restores adequate liquidity and cushion on its financial
covenants, S&P would review the ratings for an upgrade before
resolving the CreditWatch listing," he continued.


STEAKHOUSE PARTNERS: Wants Stipulation on Cash Collateral Approved
------------------------------------------------------------------
Steakhouse Partners and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of California to
approve the stipulation for the use of cash collateral of Secured
Creditors T. Scott Avila, creditor trustee of the Class IV
Creditor Trust.  The Debtors tell the Court that they have an
immediate need for the use of cash collateral for the maintenance
and continued operation of their company and liquidation of their
assets, specifically to pay employees and certain other creditors,
as well as a $50,000 carve out for the Debtors' professional fees.

The Debtors tell the Court that they have received approximately
$2.3 million gross and $1.6 million net, after paying cure costs
to landlords and paying the California State Board of Equalization
from the sales of their restaurants and personal property assets,
which is currently held in a segregated debtor-in-possession
account.  These sale proceeds and other anticipated cash proceeds
from the sale of the Debtors' other restaurants are the cash
collateral of the Creditor Trust.

The Debtors owe the Creditor Trust in excess of $4.8 million, plus
accruing interests, expenses and professional fees.

Pursuant to the stipulation, Creditor Trust consents to the
Debtors' use of cash collateral for the payment of expenses, when
due, in accordance with a budget covering the period Oct. 27,
2008, to Dec. 10, 2008, and $50,000 for the payment of the $50,000
carve out for the Debtor's professional fees.

In lieu of adequate protection to the Creditor Trust's interest in
and consent to the use of cash collateral, the Debtors will
transfer to the Creditor Trust an amount equal to the total budget
plus the Professional Fee Carve Out.  All sums transferred to the
Creditor Trust shall be applied to the Creditor Trust's claim
against the Debtors' estates.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., at Liner Yankelevitz Sunshine & Regenstreif LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated total assets of $16,395,000 and total debts of
$26,010,000.


STEAKHOUSE PARTNERS: To Sell Carver's Restaurant for $192,897
-------------------------------------------------------------
Steakhouse Partners Inc. and its affiliated debtors Paragon
Steakhouse Restaurants, Inc., and Paragon of Michigan, Inc., ask
the U.S. Bankruptcy Court for the Southern District of California
to approve the sale of Carver's Restaurant located at 8172 W. Bell
Road, Glendale Arizona, including other assets necessary to the
operation of the Restaurant, and the transfer of the Glendale
Restaurant's liquor license to Joel LaSalle or his assignee for
the purchase price of $192,897.

The Debtors ask the Court that the sale be free and clear of all
liens, encumbrances, claims, interests, set-offs, rights of
recoupment, actions, causes of action, demands, debts, obligations
of T. Scott Avila, as trustee of the Class IV Creditor Trust,
Rewards Network Establishment Services, Inc. fka. Idine Restaurant
Group Inc., the Maricopa County Treasurer, or other secured and
unsecured creditors within the meaning of Sec. 363(f) of the
Bankruptcy Code.

Class IV Creditor Trust is the principal secured creditor of the
Debtors.

The Debtors also ask the Court to authorize their assumption and
assignment of the Glendale Lease to the Purchaser.  The Debtors
and Realty Income Corp., the Landlord, have agreed upon the amount
of the cure cost owing uder the Glendale Lease.  The cure cost is
$163,844 as of Nov. 30, 2008.

The Debtors tell the Court that the Creditor Trust has consented
to the sale, and that the claim of the Maricopa County Treasurer
with respect to the Glendale Restaurant will be paid from the
proceeds of the sale.  Furthermore, the Debtors relate that the
claims of Idine Restaurant Group Inc. have been resolved and Idine
has agreed to remove its leasehold deed of trust against the
Restaurant arising out of the Debtors' 2003 Joint Plan of
Reorganization.  The 2003 Plan provided for the creation of the
Class IV Creditor Trust for general unsecured claimants with
cliams in excess of $4,000 with a trustee for the purpose of
collecting, maintaining and distributing the Steakhouse Partners
Class IV Creditors Trust Assets.

Payment of any cure amounts and costs of sale will be paid from
the proceeds of the sale.

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- own and operate
steakhouse restaurants in the U.S.  Their restaurants specialize
in complete steak and prime rib meals and also offer fresh fish
and other lunch and dinner dishes.  They operate under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu also include fresh fish, seafood, pasta,
chicken, prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operate solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., at Liner Yankelevitz Sunshine & Regenstreif LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated total assets of $16,395,000 and total debts of
$26,010,000.


STORM CAT: January 30 Claims Bar Date Set in Units' Cases
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado fixed
January 30, 2008, as the deadline for filing proofs of claim and
proofs of interest on account of prepeptition claims against and
interests in Storm Cat Energy (USA) Corporation and certain of its
affiliates.

As reported by the Troubled Company Reporter on November 11, 2008,
Storm Cat Energy Corporation's U.S. subsidiaries filed for a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.  Storm Cat Energy was not included
in the U.S. bankruptcy filing, nor did it file an application for
creditor protection under the Companies' Creditors Arrangement Act
in Canada.

Storm Cat intends to file a reorganization plan with the
Bankruptcy Court soon as practicable.  The company said it has
engaged Parkman Whaling LLC for the purpose of assisting the
company in exploring strategic business alternatives well as
Alvarez & Marsal, a turnaround and restructuring firm, for the
purpose of assisting the company with its restructuring efforts.

                About Storm Cat Energy Corporation

Based in Alberta, Canada, Storm Cat Energy Corporation --
http://www.stormcatenergy.com/-- is engaged in the exploitation,
development and production of crude oil and natural gas with focus
on unconventional natural gas resources from coal seams, fractured
shales and tight sand formations.  The company's estimated proved
reserves as of Dec. 31, 2007, were 44.5 billion cubic feet of
natural gas of natural gas.  All of the drilling activities are
conducted on a contract basis with independent drilling
contractors.  The company's principal product is natural gas.  The
principal markets are natural gas marketing companies, utilities
and industrial or commercial end-users.


TEMPE LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tempe Land Company, LLC
        dba Centerpoint Condominiums
        230 W. Fifth Street
        Tempe, AZ 85281

Bankruptcy Case No.: 08-17587

Type of Business: The Debtor is a condominium developer.

Chapter 11 Petition Date: December 5, 2008

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: David WM Engelman, Esq.
                  dwe@engelmanberger.com
                  Engelman Berger, P.C.
                  3636 N. Central Avenu #700
                  Phoenix AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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

The petition was signed by manager Kenneth K. Losch.


TOXIN ALERT: Issues Default Status Report
-----------------------------------------
Toxin Alert Inc. was unable to file its audited financial
statements and other material for the fiscal year ended June 30,
2008, by the statutory deadline of Oct. 29, 2008, and a Management
Cease Trade Order was issued by the relevant securities
authorities on Oct. 29, 2008.

The company said that the default status report is issued pursuant
to National Policy 12-203 Cease Trade Orders for Continuous
Disclosure Defaults.

The company said it continues in the process of preparing a
private placement of its securities which it anticipates will
raise sufficient funds to enable the audited financial statements
to be prepared and filed within 60 days of the default.

According to the company, it experienced cash flow difficulties
due to the non-payment of its invoice to a university in
Mississippi for a contract that was fulfilled in March 2008.

The company said it intends to continue to satisfy the provisions
of the Alternative Information Guidelines by issuing bi-weekly
Default Status Reports in the form of news releases, so long as it
remains in default.

The company further said that it is not in any insolvency
proceedings at the present time, and there is no other material
information relating to its affairs that has not been generally
disclosed.

                         About Toxin Alert

Headquartered in Toronto, Canada, Toxin Alert Inc. (TSX
VENTURE:TOX) -- http://www.toxinalert.com-- develops diagnostic
test for contaminated food.


TRIBUNE CO: Court Okays First-Day Pleas; Can Use Existing Facility
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved all of the first-day motions submitted by Tribune
Company on Dec. 8, 2008.

The rulings enable Tribune to continue to operate its businesses
in the ordinary course, including:

  -- maintaining employee payroll and health benefits;

  -- continuing Tribune's pre-bankruptcy cash management system,
     and

  -- honoring customer programs;

The Court also approved Tribune's request to maintain its existing
securitization facility.  In addition, under the authority of the
Bankruptcy Code, Tribune continues paying its vendors/suppliers
for post-filing goods and services.

"We are pleased that the court approved our 'first-day' motions,
enabling us to continue to operate smoothly," said Chandler
Bigelow, Tribune's chief financial officer.  "We are committed to
publishing our newspapers and running our television stations,
websites and other businesses, serving our communities and
delivering results for our customers -- just
as we've always done," Mr. Bigelow said.

                      About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.


TRIBUNE CO: Investment Group Eyes Baltimore Sun
-----------------------------------------------
Baltimore Business Journal reports that a local investment group
led by Ted Venetoulis may be interested in purchasing the Tribune
Co.'s Baltimore Sun Media Group.

According to Gather.com, the investment group is looking into the
finances of Baltimore Sun, hoping to keep that group in local
hands.  Citing Mr. Venetoulis, Julekha Dash at Baltimore Business
relates that before entering into any deal, the investors must
figure out if the problems affecting the Sun and other papers are
"cyclical or permanent."

Baltimore Business relates that Mr. Venetoulis and his group of 25
investors first expressed interest in acquiring Baltimore Sun in
2006.  According to the report, Mr. Venetoulis admitted that a lot
has changed since then, due to the worsening economy.

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: Primus Fin'l Has CDS Exposure on Tranche Portfolio
--------------------------------------------------------------
Primus Guaranty, Ltd., provided information with regard to the
credit default swaps portfolio of Primus Financial Products LLC
after Tribune Co. filed for bankruptcy.

Primus Financial had no single-name CDS notional exposure that
references Tribune.  Primus Financial did have CDS exposure to
Tribune in one of its bespoke tranche portfolios, which is not
subject to first loss due to existing subordination levels.

The company does not expect that Primus Financial will have to
make cash settlement payments on its bespoke tranche transaction
as a result of the Tribune bankruptcy.

                       About Primus Guaranty

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc. Primus Financial Products provides
protection against the risk of default on corporate, sovereign and
asset-backed security obligations through the sale of credit swaps
to dealers and banks. Primus Asset Management provides credit
portfolio management services to Primus Financial Products, and
manages private investment vehicles, including two collateralized
loan obligations and three synthetic collateralized swap
obligations for third parties.


TRIBUNE CO: Seeks to Obtain $125MM Postpetition Financing
---------------------------------------------------------
To ensure sufficient liquidity and continuity of operations
during the pendency of their Chapter 11 cases, Tribune Company
and its 110 debtor-affiliates seek the Court's authority to:

  (a) amend the $300 million accounts receivable securitization
      facilities, dated July 1, 2008, with Barclays Bank PLC, as
      Funding Agent, Administrative Agent and Issuing Bank, to
      extend the Debtors' access under the facilities until
      April 10, 2009; and

  (b) enter into a Letter of Credit Agreement providing for the
      issuance by Barclays and other participating lenders of up
      to $50 million in new Letters of Credit.

Under the Receivables Facility Agreement, certain Debtors sell
their accounts receivables to their parent, Tribune Co., which
then sells the accounts to a special purpose vehicle buyer, non-
Debtor Tribune Receivables, LLC, through loans provided by
certain lenders, currently Barclays.  Tribune Receivables grants
Barclays a first-priority perfected security interest in, among
other things, the Receivables purchased by it, all accounts to
which collections on the Receivables are remitted, the related
concentration accounts, and permitted investments held in a
controlled money market fund account at Bank of America, N.A.
About $225 million of the Facility has been used up by Tribune
Receivables prepetition.

Chandler Bigelow III, senior vice president and chief financial
officer of Tribune Co., states that the purpose of the
Receivables Facility is to provide liquidity to Tribune Co. and
certain of its Debtor affiliates by enabling them to realize the
cash equivalent value of certain of their accounts receivables
prior to the usual collection period.

The Receivables Facility Accounts, Mr. Bigelow relates, primarily
receive collections on the Receivables, including credit card
receipts.  The majority of the funds deposited into the
Receivables Facility Accounts are advertising revenue generated
by the Debtors' broadcasting and publishing entities.  The
Receivables Facility Accounts receive approximately 80% of the
incoming cash receipts from the Debtors' operations.

              Receivables Facility Amendment

The Debtors seek to amend the Receivables Facility and its
accompanying agreements in these respects:

  * The Facility Limit under the Receivables Loan Agreement is
    reduced to $225 million until the time as the prepetition
    loan balance has been reduced to zero.

  * The Facility Termination Date for the loans under the RLA is
    changed to April 10, 2009.

  * The various representations, covenants, defaults and
    amortization triggers in the RLA, the Receivables Purchase
    Agreement and the Servicing Agreement are revised to provide
    that the filing of the Motion does not, in and of itself,
    trigger a termination of the facility or the amortization of
    the loans outstanding hereunder.

  * Additional Facility Termination Events relating to the
    bankruptcy proceedings are incorporated into the RLA.

  * Additional covenants governing sales, purchases,
    investments, dividend distributions, incurrence of debt and
    other actions of Tribune Co. are incorporated into the RPA.

A free copy of the Receivables Facility Amendments is available
at http://bankrupt.com/misc/receiamendments.pdf

                Letter of Credit Agreement Terms

The L/C Agreement will terminate on the earliest of (i) April 7,
2009, (ii) January 15, 2009, in the event a final financing order
has not been approved by the Court on or prior to that date,
(iii) the effective date of a plan of reorganization, or (iv) any
other date on which the commitments terminate pursuant to the L/C
Agreement.

"Collateral" under the L/C Agreement means the amounts deposited
into a Collateral Account from time to time pursuant to the L/C
Agreement.  The applicable Account Party is obligated to cash
collateralize each outstanding obligation in an amount at least
equal to 105% of the obligation.

The facility will be secured by a first administrative priority
status and a first priority security interest and Lien on the L/C
Cash Collateral by the Court pursuant to Section 364(d) of the
Bankruptcy Code, with priority and superpriority over:

  -- all other Liens and claims against the property of Tribune
     Co. or of the Debtor Subsidiaries or the Collateral
     existing as of the Petition Date; and

  -- priority claims, including administrative expenses,
     alleging priority pursuant to Sections 503(b), 506(c), or
     507(b).

The security, however, is subject to a Carve-Out for (a) the
payment of allowed professional fees and disbursements incurred
by the professionals retained by the Debtors and any official
committee appointed in the Chapter 11 cases in an aggregate
amount not to exceed $5,000,000; and (b) quarterly fees required
to be paid to the U.S. Trustee and the Court Clerk.

Other salient terms of the L/C Agreement:

  Interest Rate:     the Administrative Agent's base rate plus a
                     margin of 5% per annum

  L/C Commissions:   3% per annum of the daily average
                     indrawn face amount of the applicable L/C

  Fronting Fee:      0.125% per annum of the daily average
                     indrawn face amount of the applicable L/C

  Commitment Fee:    0.5% per annum on the daily average amount
                     of the applicable Lender's commitment

  Administrative
  Fees:              $10,000 per month

Covenants under the L/C Agreement are the usual and customary for
the same types of credit agreements, including the timely
furnishing of annual and quarterly financial reports, Securities
and Exchange Commission reports, notices of default, Chapter 11
filings to the Administrative Agent; and a covenant not to permit
to exist any claims entitled to a superpriority under Section
364(c)(1) other than those of the Postpetition Agent and the
Lenders.

Events of default are customary, including, among others, non-
compliance under the L/C, dismissal or conversion of the Chapter
11 cases, or the contest or disallowance of any Lenders' claim
related to the Receivables or L/C Facilities.

A full-text copy of the L/C Agreement is available for free
at http://bankrupt.com/misc/tribune_creditpact.pdf

Mr. Bigelow tells the Court that the Debtors' need for financing
is immediate.  In the absence of the proposed financing, serious
and irreparable harm to the Debtors and their estates could
occur, which may include third parties declining to conduct
business dealings with the Debtors.  The 120-day extension of the
Receivables Facility provides the Debtors a reasonable period to
evaluate the impact of their Chapter 11 proceedings, determine
their longer term financing needs, and fully explore with
Barclays and others the best alternatives for that financing,
Mr. Bigelow adds.

The Debtors, together with their investment bankers and financial
advisors, sought indications of interest in a DIP facility, but
the financial institutions that were approached were unwilling to
provide the Debtors with additional liquidity on an unsecured
basis, Mr. Bigelow tells the Court.

The Debtors also ask the Court to modify the automatic stay to
permit the deduction of amounts that are payable by the
Originators to Tribune Receivables in respect of violations of
certain representations and warranties and dilution items.

The Debtors further seek the Court's authority to file under seal
certain fee letters entered with Barclays in connection with the
Credit Facilities asserting that a broad publication of the Fee
Letters would be inappropriate and materially harmful to
Barclay's business.

                        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: S&P Credit Rating Tumbles to 'D' on Chapter 11 Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating, as well as all issue-level ratings, for Tribune Co. to 'D'
following the company's announcement that it is voluntarily filing
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
in the District of Delaware.  Although Tribune stated in a press
release yesterday that the Chicago Cubs franchise, including
Wrigley Field, is not included in the Chapter 11 filing, S&P
expects the sale of these assets to require approval in bankruptcy
court.

The recovery rating on the company's senior secured credit
facilities remains at '4', indicating the expectation of average
(30% to 50%) recovery for lenders upon emergence from bankruptcy
protection.

The recovery rating on the company's senior secured notes and
debentures, senior unsecured debt, and subordinated debt remains
at '6', indicating the expectation of negligible (0% to 10%)
recovery for lenders upon emergence from bankruptcy.


TRIBUNE CO: Seeks to Pay Prepetition Dues to Employees
------------------------------------------------------
Tribune Co. and its affiliated debtors currently employ 13,940
full-time and 2,450 part-time employees.  In addition, the Debtors
normally utilize the services of 12,000 independent contractors
and 770 full-time equivalent hourly temporary workers.

The Employees' skills, knowledge, and understanding of the
Debtors' businesses are the Debtors' most valuable asset, the
Debtors' proposed counsel, Norman L. Pernick, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware,
tells the Court.  Without the continued services of the
Employees, an effective reorganization of the Debtors will not be
possible.

To minimize the personal hardship that the employees, independent
contractors, and temporary workers will suffer if prepetition
employee-related obligations are not paid when due or as
expected, as well as to maintain morale and an essential
workforce, the Debtors seek the Court's authority to:

  (a) pay all prepetition wages, salaries, and other
      compensation owed to their employees;

  (b) pay all prepetition compensation owed to individuals who
      work regularly as independent contractors and temporary
      workers;

  (c) reimburse all prepetition business expenses to employees;

  (d) make all payments for which prepetition payroll and tax
      deductions were made;

  (e) honor prepetition obligations under certain employee
      benefit programs and continue the programs in ordinary
      course;

  (f) honor workers' compensation obligations; and

  (g) make all payments to third parties relating to
      contributions.

Mr. Pernick says the Debtors will not pay more than 25% in excess
of each of the estimated amounts of their outstanding prepetition
obligations.  He also assures the Court that the Debtors will not
pay more than $10,950 for each employee.

The Debtors' intend to pay a total of $63,331,000 for wages and
other employee-related benefits and obligations, including:

Employees' Wages & Salaries, etc.          $18,000,000
Independent Contractors' Unpaid Services     9,000,000
Temporary Workers' Unpaid Services           1,100,000
Reimbursement of Expenses                    3,000,000
Prepetition Withholding and Deductions       9,000,000
Health Care Programs                        14,480,000
Vacation, Sick, Holiday, & Leave Benefits    8,600,000
Flexible Spending Accounts                      30,000
Life Insurance Program                         121,000
Health Care Programs for Severed Retirees      717,000

Mr. Pernick relates that in recent months and weeks prior to the
Petition Date and in the ordinary course of business, the Debtors
terminated the employment of certain employees for reasons other
than cause, of which 950 of them continue to receive various
severance benefits immediately before the Petition Date.  As part
of those severance agreements, the Debtors had agreed to provide
the Severed Employees with continued pay at their regular base
rate and continue healthcare benefits for varying periods of time
as well as certain outplacements services.

As of the Petition Date, the Debtors have discontinued the
remaining unpaid severance pay to the Severed Employees.
However, the Debtors seek the Court's authority to pay healthcare
benefits to all the Severed Employees for three months to give
the Debtors time to identify Severed Employees who have retired.

The Debtors also seek the Court's authority to continue their
prepetition practices with respect to their workers' compensation
program, including maintaining insurance coverage and allowing
workers' compensation claimants, to the extent they hold valid
claims, to proceed with their claims under the Workers'
Compensation Program.  The Debtors' current Workers' Compensation
Program provides coverage in excess of a $1,000,000 deductible up
to applicable statutory limits.  The Debtors estimate that their
annual payments to claimants for all prior and current employees
are approximately $14,000,000, and an additional $2,000,000 is
paid annually for premiums and claims administration.  As of the
Petition Date, there are approximately 750 workers' compensation
claims pending against the Debtors arising out of alleged
injuries incurred by employees during the course of their
employment.

The Debtors further seek authority to pay all costs incident to
the employee wages and benefits, including processing or
administration costs.  The Debtors ask that all applicable banks
and other financial institutions be authorized to receive,
process, honor and pay all checks and transfers drawn on the
Debtors' dedicated payroll and medical expense accounts, whether
those checks were presented before, or after, the Petition Date.

According to the Debtors, they face a risk that their operations
may be severely impaired if they are not immediately granted
authority to pay the employee wages and benefits.

                      About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.


TWEETER OPCO: Court OKs Payment Plan for Utilities
--------------------------------------------------
Judge Mary Walrath of the U.S. Bankruptcy for the District of
Delaware has entered an order barring utilities from discontinuing
services to Tweeter Opco, LLC, and its debtor-affiliates.  The
Court approved the payment terms presented by the Debtors amid and
despite objections by certain utilities.

In their original proposal, the Opco Debtors assured the Court and
parties they have ample liquidity to timely pay all postpetition
obligations owed to their Utility Providers.  As additional
assurance of payment for future services, the Opco Debtors offered
to deposit $283,500 into a newly created, segregated, interest-
bearing account within 20 days of the Petition Date.

Fifteen utility companies objected to the Debtors' request:

  -- Connecticut Light and Power Company,
  -- Yankee Gas Services Company,
  -- Public Service Company of New Hampshire,
  -- Virginia Electric and Power Company,
  -- Duke Energy Carolinas, LLC,
  -- Florida Power Corporation,
  -- Progress Energy Carolinas,
  -- Public Service Electric and Gas Company,
  -- Salt River Project, and
  -- Commonwealth Edison Company
  -- Florida Power & Light Company,
  -- Baltimore Gas and Electric Company,
  -- Delmarva Power & Light Company,
  -- Potomac Electric Power Company
  -- Central Maine Power

William F. Taylor, Jr., Esq., at McCarter & English, LLP, in
Wilmington, Delaware, tells the Court that the Debtors subverted
the provisions of Section 366 of the Bankruptcy Code.  Mr. Taylor
says the Debtors are not providing adequate assurance because the
proposed deposit is not enough.

Judge Walrath nonetheless approved the Debtors' request.  Judge
Walrath authorized a deposit of $283,500 into an interest-
bearing, newly created, segregated account for the purpose of
providing adequate assurance of payment postpetition utility
services.

A full-text copy of Tweeter Opco's Utility Providers can be
accessed for free at:

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

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646).  Chun I.
Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton &
Finger, P.A., assists the company in its restructuring effort.
The company listed assets of $50 million to $100 million and debts
of $50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


W.R. GRACE: Court OKs $1.1MM Settlement with Univ. of California
----------------------------------------------------------------
W.R. Grace & Co. obtained approval from the U.S. Bankruptcy Court
for the District of Delaware of a settlement with the University
of California in settlement of the school's asbestos-related
property damage claims for $1,100,000.

California will be paid in full and in cash without any deduction,
proration, or offset of any nature.  Payment will be made not
later than 30 days after the Effective Date by:

  * the Debtors or the reorganized Debtors;

  * an asbestos trust established pursuant to a confirmed plan
    of reorganization for the benefit or treatment of asbestos
    property damage claims; or

  * any other person or entity established or designated under
    the Chapter 11 plan to make payments of allowed asbestos
    property damage claims.

A schedule of the Settled Claims is available for free at
http://bankrupt.com/misc/CaliforniaClaims.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

(W.R. Grace Bankruptcy News, Issue No. 173; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


UNITED SUBCONTRACTORS: S&P Junks Corp. Credit Rating; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Edina, Minnesota-based United
Subcontractors Inc.  S&P lowered the corporate credit rating to
'CCC+' from 'B-'.  The rating outlook is negative.

"The lower ratings reflect weaker-than-expected operating results
during the quarter ended Sept. 30, 2008, as a result of the
continued depressed level of new housing starts in the company's
end markets," said S&P's credit analyst Thomas Nadramia.  "Revenue
declined almost 30% and EBITDA declined more than 50% in the
latest quarter, and by 25% and by more than 30% respectively, in
the 12 months ended Sept. 30, 2008."

USI was in compliance with covenants as of September 2008 despite
their weak performance, but S&P estimates that revenue and EBITDA
could continue to decline by more than 10% in the December 2008
quarter and through 2009.  This heightens the risk that USI could
violate its minimum EBITDA covenant in 2009 or 2010.  The covenant
level is scheduled to step up beginning in the third quarter of
2009, and it increases steadily thereafter.

The rating on USI reflects the company's heavy debt burden,
limited covenant cushion, very weak credit metrics, modest revenue
base, cyclical end markets, narrow product focus, and limited
geographic diversity.

USI is an installer of insulation, windows, and other products.
The company is also a provider of shell-contracting services,
which include concrete foundation, exterior wall, wood flooring,
and roof truss construction for homebuilders.


WACHOVIA BANK: Fitch Puts Four Low-B Rated Notes on Negative Watch
------------------------------------------------------------------
Fitch Ratings has downgraded and placed these five classes of
pass-through certificates from Wachovia Bank Commercial Mortgage
Trust, series 2007-ESH, on Rating Watch Negative:

  -- $130.4 million class H to 'BBB-' from 'BBB+';
  -- $100 million class J to 'BB+' from 'BBB';
  -- $214 million class K to 'BB' from 'BBB-';
  -- $200 million class L to 'BB-' from 'BB+';
  -- $100 million class M to 'B+' from 'BB'.

In addition, Fitch has affirmed and assigned Rating Outlooks to
these tranches:

  -- $600 million class A-1 at 'AAA'; Outlook Stable;
  -- $121 million class A-2FL at 'AAA'; Outlook Stable;
  -- $279 million class A-2FX at 'AAA'; Outlook Stable;
  -- $800 million class A-3 at 'AAA'; Outlook Stable;
  -- $250 million class A-4FL at 'AAA'; Outlook Stable;
  -- $525 million class A-4FX at 'AAA'; Outlook Stable;
  -- Interest only class X-A at 'AAA'; Outlook Stable;
  -- Interest only class X-B at 'AAA'; Outlook Stable;
  -- $125.4 million class B at 'AA+'; Outlook Stable;
  -- $85.9 million class C-FL at 'AA'; Outlook Stable;
  -- $92 million class C-FX at 'AA', Outlook Stable;
  -- $107.6 million class D at 'AA-'; Outlook Stable;
  -- $114.2 million class E at 'A+; Outlook Stable;
  -- $124.5 million class F at 'A'; Outlook Negative;
  -- $131 million class G at 'A-'; Outlook Negative.

The downgrades on classes H through M reflect the decreasing cash
flow since issuance due to the deteriorating hotel sector
fundamentals.  The Rating Watch Negative for classes H through M
reflects the uncertainty surrounding the future performance of the
hotel sector and the anticipated continued decline, as well as
concerns given the overall leverage of the transaction.

Classes F and G have been assigned Negative Outlooks based upon
anticipated future decline in lodging sector performance.  Rating
Outlooks reflect the likely direction of rating changes over the
next one to two years.

The certificates are collateralized by a single $4.1 billion non-
recourse loan with fixed and floating-rate components secured by
664 owned hotel properties, 17 leased hotels, one office building
and one vacant land parcel located in 44 states and two Canadian
provinces.  In addition, there is $3.3 billion of mezzanine debt
held outside the trust.  The fixed-rate components mature in
August 2012, while the floating-rate components have an initial
maturity in August 2009, with three one-year extension options.
As of the November 2008 distribution date, the total trust balance
has remained unchanged from issuance.

The sponsors, Lightstone Group and Arbor Realty Trust, have
completed the rebranding of the portfolio into three different
price points, including Extended Stay Deluxe, Extended Stay
America and Extended Stay Economy.  However, the sponsors have
been delayed in their efforts to increase occupancy by short term
leisure customers, and their implementation of new marketing
initiatives, including an increased marketing budget and
developing relationships with third party internet reservation
channels.  The upward benefit to performance and the sponsors'
completion of these initiatives is marginal.  In addition, the
transaction is beginning to reflect the headwinds of a slowing
economy and the decreasing business traveler demand.

Fitch reviewed updated trailing twelve months ended October 2008
financial performance of the portfolio.  For the TTM period ended
October 2008, average occupancy, ADR and RevPAR for the portfolio
decreased to approximately 65.4%, $57.21 and $37.39, respectively,
compared to approximately 70%, $56.17 and $39.19, respectively, as
of the TTM ended Dec. 31, 2007.  Overall, Fitch's current estimate
of stressed net cash flow is approximately 10% lower than
issuance, and the approximate debt service coverage ratio on the
entire debt stack ($7.4 billion) is below 1.0 times.

Fitch will resolve the Rating Watch Status and revisit the Rating
Outlooks of the classes in question as more information on the
discussions with lenders, clarification of Trust and total debt
DSCR and an updated portfolio valuation are available in addition
to updated performance measures being reviewed..


WASHINGTON MUTUAL: Moody's Downgrades Senior Debt Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Washington Mutual Inc.'s
senior debt rating to Ca from Caa2.  Washington Mutual Bank's
senior debt was downgraded to C from Ca.  This concludes the
review for downgrade that began on September 26, 2008.
Subordinate debt and preferred is rated C at both WaMu Inc. and
WaMu Bank.  The outlook is stable.

The rating action follows WaMu Inc.'s filing of its monthly
operating report in conjunction with its bankruptcy proceedings
where it reported that it maintained an unrestricted cash balance
of $4.3 billion as well as other assets of less certain value, at
October 31, 2008.  Moody's believes that were the cash balance
fully applied to WaMu Inc.'s reported liabilities, excluding
subordinate debt and intercompany payables, the severity of loss
on these obligations, including its rated senior debt, could be as
low as 20%.  This would indicate a higher rating on Wamu Inc.'s
senior debt than Ca.

However, Moody's believes that there is uncertainty as to whether
Wamu Inc.'s $4.3 billion of cash and the value realized from its
other assets will be fully available for the benefit of WaMu Inc.
senior creditors.  A principal risk relates to the FDIC which has
filed a motion in the Delaware Bankruptcy Court requesting a stay
on the transfer of the cash balances that were held at Wamu Bank
to WaMu Inc.  The motion says that the FDIC may conclude that
these funds belong in the receivership of WaMu Bank.  Should the
courts decide that this is correct, it would be to the detriment
of Wamu Inc.creditors and to the benefit of Wamu Bank creditors.
It is principally this risk that led to the Ca rating on the Wamu
Inc. senior debt -- a rating that indicates that loss severity
could reach 50% or more.  In any scenario, Moody's expects the
severity of loss on WaMu Inc. subordinate debt and preferred stock
to be very high, and this supports the C ratings on these
instruments.

In regards to WaMu Bank, the FDIC has reported that receivership
assets are limited to a cash balance of $1.9 billion.  WaMu Bank
senior debt is equal to approximately $6.0 billion.  If this is
the only amount available to the WaMu Bank senior bank notes the
severity of loss on these obligations would be approximately 70%.
Though, as described above, Wamu Bank senior creditors may benefit
from the FDIC action, Moody's does not believe that this would
result in a loss severity consistent with a rating higher than the
assigned C rating on Wamu Bank senior debt.  Moody's believes that
the loss on WaMu Bank subordinate debt to approximate 100%.

On September 25, 2008 the purchase of substantially all of the
assets and the assumption of all the deposits and certain other
liabilities of the thrift subsidiaries of WaMu Inc. by JP Morgan
Chase Bank N.A. (rated Aaa for deposits) was completed in a
transaction facilitated by the Federal Deposit Insurance
Corporation.  Immediately prior to the purchase, the Office of
Thrift Supervision closed WaMu Bank and appointed the FDIC as the
receiver.  JPM did not assume the senior bank notes or subordinate
bank notes of WaMu Bank.  JPM also did not acquire any assets or
assume any liabilities of WaMu Inc. WaMu Inc. filed for Chapter 11
bankruptcy on September 26, 2008.

The bank financial strength ratings of WaMu Bank and Washington
Mutual Bank FSB, as well as the ratings of both thrifts for
deposits, issuer and other senior obligations were withdrawn in
conjunction with the FDIC assisted transaction reflecting the
closing of both institutions, and the assumption of all of their
outstanding non-debt obligations by JPM.

The last rating actions on WaMu Inc. and WaMu Bank were taken on
September 26, 2008, when, among other actions, Moody's downgraded
Wamu Inc.'s senior debt to Caa2.

Downgrades:
Issuer: Providian Financial Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to Ca
     from Caa2

Issuer: Washington Mutual Bank

  -- Multiple Seniority Bank Note Program, Downgraded to C from Ca

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

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Downgraded to (P)Ca from (P)Caa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     from Caa2

Outlook Actions:

Issuer: Bank United

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Providian Capital I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Providian Financial Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Bank

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Capital Trust 2001

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Preferred Funding Trust I

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Preferred Funding Trust II

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Preferred Funding Trust III

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Bank United

  -- Subordinate Regular Bond/Debenture, Confirmed at C

Issuer: Providian Capital I

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Bank

  -- Multiple Seniority Bank Note Program, Confirmed at C

  -- Subordinate Regular Bond/Debenture, Confirmed at C

Issuer: Washington Mutual Capital Trust 2001

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Preferred Funding Trust I

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Preferred Funding Trust II

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Preferred Funding Trust III

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Preferred Stock Preferred Stock, Confirmed at C

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Confirmed at (P)C
  -- Preferred Stock Preferred Stock, Confirmed at C
  -- Subordinate Regular Bond/Debenture, Confirmed at C
  -- Senior Subordinated Regular Bond/Debenture, Confirmed at C


WHYCO FINISHING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Whyco Finishing Technology, LLC
        6565 East Nevada
        Detroit, MI 48234

Bankruptcy Case No.: 08-69940

Chapter 11 Petition Date: December 8, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Michael I. Zousmer, Esq.
                  mzousmer@nathanzousmer.com
                  Nathan, Neuman, Nathan & Zousmer, P.C.
                  29100 Northwestern Hi-way., Suite 260
                  Southfield, MI 48034
                  Tel: (248) 351-0099

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Extrude Hone Corporation       -                 $97,432
- Kennametal

Aetna                          -                 $37,258

Sprague Energy Corp.           -                 $24,324

Constellation NewEnergy        -                 $22,446

Automation Solutions           -                 $19,879

Hubbard Hall, Inc.             -                 $14,562

United Industrial Services     -                 $14,435

Securitas Security Services    -                 $12,407
USA, Inc.

Citibusiness Card              -                 $10,876

Connecticut Light & Power      -                 $10,545
- 150493

Simply Clean Air & Water, Inc. -                 $10,235

USA Hauling & Recycling        -                 $7,788

Yankee Gas Services            -                 $7,430

Haggatt Longobardi LLC         -                 $7,000

McMaster-Carr Supply Co.       -                 $6,600

GZA GeoEnvironmental, Inc.     -                 $6,543

Ryder Transportation Services  -                 $6,419

Stablex Canada, Inc.           -                 $6,197

Consumers Interstate           -                 $6,032
Corporation

Chemetall Oakite               -                 $5,846

The petition was signed by William R. Aikens, member of the
company.

The Debtor does not have any creditors who are not insiders.

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


* Regulators Prepare Rescue Plan for Large Credit Unions
--------------------------------------------------------
Mark Maremont at The Wall Street Journal reports that federal
regulators are preparing a rescue plan to boost the finances of
some large credit unions using loans from the government.

WSJ relates that the plan would be disclosed this week.  It will
allow credit unions to access a $41 billion lending facility that
the Congress made available to credit-union regulators in
September 2008, states WSJ.  According to the report, most credit
unions haven't received any funds from the financial-rescue
packages.

The bailout plan, says WSJ, will be for some corporate credit
unions that don't deal with the general public, which have been
suffering from large paper losses on mortgage-backed securities.
Citing National Credit Union Administration Chairperson Michael E.
Fryzel, WSJ reports that the plan wasn't a taxpayer-funded
bailout, but a short-term "mechanism to stabilize the credit-union
system" while regulators work on other steps that will disclosed
next year.

WSJ states that NCUA will also disclose a program that will
provide as much as $2 billion in inexpensive loans to credit
unions, to be used to reduce mortgage interest rates for
homeowners.

According to WSJ, credit-union regulators and executives had hoped
to tap into the Treasury's $700 billion bailout package, and the
credit unions were included as among the institutions that could
get financial assistance from the Troubled Asset Relief Program.
Almost all of the $350 billion initially allocated by Congress was
spent on major banks and insurers, leaving nothing for credit
unions, WSJ states.  WSJ reports that Mr. Fryzel said in a letter
to Mr. Paulson on Nov. 13, "I am concerned about the second-place
status into which credit unions and other smaller financial
institutions have been placed."

Mr. Fryzel said that he hopes credit unions could gain access to
TARP money, WSJ relates.


* Fitch Has Grim 2009 Outlook for U.S. Auto Industry
----------------------------------------------------
The combination of a deepening U.S. recession and the effects of
the credit crisis are expected to produce a further decline in
2009 automotive industry sales volumes from already-depressed 2008
levels.  Fitch Rating projects that industry sales volumes will
decline approximately 10.7% in 2009 to 11.6 million light
vehicles, from an estimated 13 million units in 2008.  The first
half of 2009 is expected to absorb the brunt of this decline, with
a sharp decline of 25%-30% from 2008 levels, with the second half
producing flat to modestly higher sales levels in comparison with
second-half 2008 recessionary levels.

Fitch's economic forecast of a 1.2% decline in U.S. GDP in 2009,
and an increase in the unemployment rate to 7.8%, is the backdrop
for Fitch's retail automotive demand projection.  Furthermore, the
rationing of credit by the financing arms of the Detroit Three to
the highest-quality borrowers, as well as tightened lending
standards by alternative financing providers, will play a role in
reducing industry sales to a level even below actual demand.

Domestic fleet sales are also expected to decline further in 2009
as a result of reduced volumes from daily rental and corporate
fleets, as well as pressures on state and municipal budgets.  The
peak-to-trough industry sales decline of approximately 35% is
expected to exceed the downturn of the early 1980s.

In the second half of 2009, steps taken by the federal government
to support financial institutions and to improve market liquidity
could improve retail financing availability to those consumer
segments where demand exists.  High unemployment and weak economic
conditions, however, will mute any material recovery in industry
volumes until well into 2010.  International operations of Ford
and GM are also coming under increased pressure as a result of the
global downturn, reducing the potential for cash repatriation and
increasing the likelihood of operating losses in certain regions.

The recent operating, financial, and product plans put forward by
the automakers highlight a number of challenges that will shape
the prospects of the Detroit Three in 2009 and 2010.  The role of
the UAW is a key one, and is expected by Fitch to focus largely on
the terms of the recent VEBA health care agreement, rather than
wage rates.  The original intent of the VEBA agreement - to
separate the financing of health care benefits for retirees from
the fate of the manufacturers - was not achieved due to the high
component of debt issued by Ford and GM to finance the trusts.
The UAW's willingness to defer VEBA financing obligations of the
manufacturers indicates that the timing and amount of these
payments is expected to be a major negotiating point, one in which
the federal government could also play a role.  This also
emphasizes the clear incentive for the UAW to continue negotiating
wage and benefit agreements outside of bankruptcy.

The expected benefits to the automakers from the two-tier wage
agreement (established in the 2007 contract) have not been
realized, and Fitch expects that modest direct wage reductions,
even if achievable through negotiations, will not materially
change the automakers' cost profiles.  That being said, benchmark
wage and benefit rates in the industry have recently been
established in the bankruptcy court (for Dana and Delphi), and
have been extended to companies outside of bankruptcy (American
Axle) indicating that wage pressures will certainly be on the
table as part of a solution, in or out of bankruptcy.

Although it appears that temporary government aid will be
forthcoming for the Detroit Three, there remains much uncertainty
regarding the amount, structure, timing and other terms of this
assistance.  Fitch has previously stated its view that if General
Motors were to file for bankruptcy, industry revenue pressures
resulting from the immediate GM price discounting that would
occur, as well as the resulting cost and supply issues associated
with turmoil in the supplier base, would force Ford to follow at
some point thereafter.  In the event of a Chrysler bankruptcy,
liquidation is seen as the likely outcome, with a limited impact
on industry pricing.  Although a Chrysler bankruptcy would have
repercussions throughout the supply base and on Ford and GM's
costs and production schedule, it is unlikely that a Chrysler
bankruptcy would produce the same chain reaction as would a GM
bankruptcy.

Fitch believes that a bankruptcy at GM would result in widespread
production shutdowns across the supplier base, threatening
production at all U.S. auto assembly plants, including those of
transplant manufacturers.  At Sept. 30, 2008, Fitch estimates that
GM and Ford had in excess of $21 billion in domestic, short-term
trade payables, and the inability to make timely payments on any
portion of these obligations would have crippling repercussions
throughout the supply chain.  On the other side, the inability or
unwillingness of suppliers throughout the chain to supply trade
credit would be the primary catalyst for a bankruptcy at one of
the Detroit Three.

Given the global decline in auto production forecast for 2009,
auto supplier operating performance and balance sheet
deterioration will continue to take place across the vast majority
of the sector, with access to capital becoming even more
restricted.  Suppliers are also becoming much more judicious in
their willingness to invest in tooling and other product
investment associated with new Detroit Three product
opportunities.  Risks among the second- and third-tier suppliers
are even more acute, as these suppliers are proportionately more
exposed to production cuts at the Detroit Three than the more-
diversified tier-one suppliers, and have little or no access to
external capital.  The supplier industry has already seen its
share of disruptive bankruptcies (i.e. Collins & Aikman,
Plastech), contract disputes, and other situations that have
resulted in temporary production shutdowns, higher costs or
various forms of financial support that ultimately accrue to the
Detroit Three.

Without question, these events will increase over the next several
quarters.  Restrictions on suppliers' ability to finance their
operations through the sale of receivables of the Detroit Three
have further reduced access to external capital.

Financial assistance from the federal government would obviously
improve liquidity at the recipients, although the extent of
further capital structure improvement is unknown at this point.
As mentioned, the timing and amount of any VEBA funding is
expected to be addressed, and could result in a reduction in these
liabilities.  In the case of pensions, the dramatic reduction in
asset returns in 2008 will likely result in higher required
contributions over the near term, but existing obligations are not
expected to be a primary issue due to still-strong funded
positions.  GM, and to a lesser extent Ford, have been prudent in
shifting their asset mix to a higher percentage of fixed income
investments which has served the companies and retirees well.

It is unclear how GM's plan to reduce debt by half ($30 billion)
would be achieved in a scenario where the threat of imminent
bankruptcy is removed by the provision of federal loans or loan
guarantees.  Over the longer term, reduced earnings and cash flow
generation capacity at GM and Ford draw into question the
companies' ability to support their current leveraged capital
structures without a restructuring or significant new capital.

Under the proposed terms of financial assistance to the Detroit
Three, the role of the federal government in shaping the industry
will be greatly enlarged.  Direct governance, when combined with
regulatory and legislative initiatives, indicates that government
initiatives will play a major role in shaping and/or defining
industry investment and demand over the near and long term.  The
list of topics that could have an impact is long - fuel taxes,
gas-guzzler taxes, tax credits for fuel-efficient vehicles,
federal and/or state emission standards, etc. - and is extensive.

It will be interesting to note whether Ford, by seeking a standby
facility rather than a direct cash infusion at this time, will
seek to preserve flexibility by positioning itself outside of the
government oversight terms and structure that are currently being
discussed.

The combined effects of the economic cycle and the credit crisis
have further impaired the competitive position of the Detroit
Three versus the transplants.  Even though transplant
manufacturers are also experiencing 30%+ declines in monthly sales
rates, the ability and willingness of transplant suppliers to
offer zero-percent financing highlights the significant capital
advantage enjoyed by these manufacturers - a competitive advantage
that will translate into continued market share gains for the
transplants in 2009.  Over the longer term, capital constraints at
the Detroit Three have deferred product programs and will continue
to restrict R&D/capital investment, which will clearly affect the
companies' long-term competitive position during a period of rapid
change in technology and product development.

In terms of product investment, there is little question that
future product plans will migrate even further toward fuel-
efficient, alternate-fuel and smaller vehicles.  The range of
technologies and product segments to be brought to market over the
next five years by global manufacturers creates even more
uncertainty about the ability of any individual manufacturer to
establish a sustainable competitive advantage in terms of
technology, product niche or margin.  It remains to be seen
whether the Detroit Three can achieve an adequate return on
investment across the broad spectrum of vehicles in smaller car
segments given the lower price points, higher content, higher
technology investment/costs, and brand weakness.

Consumer demand for such vehicles, as well as their margin
potential in an environment where gas prices have ranged between
$1.50 and $4.50, remains an unknown.  Although key details of Ford
and GM's plans have not been made available, including such key
details as what products are going to be produced in what
locations, Ford's plan appears to be an acceleration of the
product strategy and restructuring plan that have been well
underway.  On the other hand, GM's plan regarding a substantial
portion of its brand, product, and manufacturing strategy appear
to be still in formation.  As a result, GM's plan is expected to
require far more time and capital to complete than Ford's.

There are, however, several positive factors on the horizon, but
these will remain overshadowed by economic weakness and industry
risks.  Lower commodity prices will reduce direct material (steel,
in particular) and other indirect costs, savings that will be felt
more materially in the second half of 2009.  Falling gas prices
will also improve consumer purchasing sentiment versus a $4.00 gas
price scenario.  In addition, Fitch believes that the pick-up-
truck market, potentially experiencing a 45%-50% peak-to-trough
sales decline, could be reaching replacement demand levels.  Pick-
up volumes could also benefit in 2009 if material growth in
infrastructure spending is enacted early in the new session of
Congress.

Despite the current focus on smaller, more fuel efficient
vehicles, Fitch believes that pick-up trucks will remain the
primary driver in the ability of the Detroit Three to stabilize
operating performance and cash flows.  Pick-up trucks are expected
to remain a key 20%-25% of deliveries at Ford and GM, even
following the steep decline of the last several years, with
contribution margins that remain at multiples of the remainder of
the companies' product lineups.  With more consolidated production
in fewer plants and a reduced fixed-cost structure, any volume
improvement in pick-ups will have a disproportionate benefit to
consolidated operating performance.


* Fitch Reports Challenging Outlook for Diversified Industrials
---------------------------------------------------------------
Diversified industrial companies face difficult economic
conditions across most of their markets.  If economic trends and
credit markets fail to stabilize during 2009, negative rating
actions could eventually become more common.  However, Fitch
anticipates that ratings will be generally stable through at least
the near term, reflecting relatively strong financial profiles at
many issuers who benefited from strong global growth prior to
2008.  These issuers have sufficient flexibility to adjust to a
meaningful, temporary decline in earnings and cash flow while
maintaining appropriate credit measures.  The issuers most at risk
for potential rating downgrades include those that have financial
subsidiaries (e.g. TXT) or that have higher than normal debt
levels as a result of earlier acquisitions (e.g. ETN) or other
discretionary spending.

Prior to the current economic downturn, most investment grade
companies had made extensive efforts to better focus and improve
their operating strategies and performance and were prepared for
the possibility of a slowing economy.  In addition, conservative
financial policies and consistent free cash flow have helped to
mitigate concerns about liquidity in the face of ongoing
constraints in the credit markets.  The current downturn promises
to be unusually difficult, however, as reflected by the sharp
deterioration in credit markets in late 2008 as well as declining
economic indicators.  The rapid weakening raises concerns about a
variety of potential challenges such as pricing pressure, excess
capacity, and declining backlogs that could affect profitability
and cash flow.  The timing of an eventual economic recovery and
stabilization in the credit markets is difficult to estimate.  As
a result, financial flexibility is a particularly important factor
when considering the outlook for the credit rating environment.
Credit Profiles Provide a Cushion in a Downturn

Credit metrics for a meaningful proportion of issuers have been
relatively strong for their respective ratings, reflecting their
position at the peak of the economic cycle.  The diversified
industrial sector likely is at an inflection point between
historically strong results and a deeper-than-average economic
recession.  As a result, metrics can be expected to deteriorate
from current levels, and the potential for future rating changes
is weighted toward the downside.  By definition, diversified
companies are exposed to several different industry sectors.
Although financial performance can be cyclical, it tends to be
more subdued for diversified companies than for specialized
companies with concentrations in a single industry.

Although financial results in the diversified sector will be
affected by a downturn, issuers are able to adjust to a weaker
economic environment for several reasons.  First, the impact on
cash flow from weaker sales and operating margins is typically
mitigated by lower working capital requirements and capital
expenditures.  During the previous economic downturn, many
diversified companies demonstrated their ability to generate
positive cash flow from working capital while sales diminished.
The benefit to cash flow would decline, however, in the event that
the current recession were to continue for an extended period.
Second, since the previous downturn, issuers have focused on
streamlining their operations by rationalizing their business
portfolios and taking a more disciplined approach toward day-to-
day activities such as product development, pricing strategy,
working capital management, supply sourcing, and information
technology.  Where synergies are lacking, companies have not
hesitated to exit non-strategic or low-growth businesses and to
use acquisitions as a way to enter attractive product and
geographic markets.  These actions partly reflect the pressure of
global competition that has encouraged diversified companies to
focus on their core businesses.  In addition, there have been
growing concerns about a possible recession since the credit
market began deteriorating in 2007.  Third, issuers have the
flexibility to reduce discretionary spending for share repurchases
and acquisitions which, in some cases, have been substantial in
recent years.  Finally, liquidity across the diversified sector is
generally sufficient to meet near-term cash requirements at
investment grade issuers.

               Liquidity and Financial Flexibility

Liquidity in the diversified industrial sector has typically
provided significant financial flexibility, an important rating
consideration given the unprecedented scope of current constraints
in the credit markets.  Most investment grade issuers have
conservative debt structures that include availability under long-
term revolving credit facilities, well-distributed maturity
schedules for long-term debt, a variety of funding sources,
adequate cash balances, and consistent operating cash flow.  These
characteristics should support the ratings until credit market
conditions improve, assuming that meaningful improvement occurs
during 2009.  Some long-term debt issuance that likely would have
occurred under normal conditions has already been deferred,
reflecting tight credit conditions and the unwillingness of
borrowers to lock in historically high credit spreads. Commercial
paper issuance has largely continued, even for Tier-2 issuers,
albeit at significantly higher interest rates.  Certain issuers
have maintained a relatively high proportion of commercial paper
or other current debt that could potentially restrict liquidity,
but any credit concerns have typically been offset by the ability
of such issuers to generate cash quickly from ongoing operations
or redirecting discretionary expenditures.  While not anticipated
by Fitch, ratings across the diversified industrial sector could
potentially come under pressure if credit markets fail to improve
during the coming year, but such a scenario would also have
implications beyond the industrial sector.

Although most of the investment grade diversified issuers have
sufficient liquidity, they could be indirectly affected by
liquidity concerns if customers and suppliers are not able to
maintain normal operations due to a lack of funding.  The results
of such a situation could be lower sales, supply constraints, or
additional demands on issuers' liquidity if they choose to provide
financing for customers or suppliers.  This concern is most
apparent in markets where transactions tend to be large, such as
aerospace.

Exceptions to the conservative liquidity profiles in the
diversified sector are companies with finance subsidiaries.
Examples include Textron in the diversified sector and Harley
Davidson and Navistar in the automotive and capital goods sectors.
Rating concerns for these issuers currently center on the asset
portfolio quality at the finance businesses rather than on the
manufacturing operations.  As evidenced throughout the current
credit turmoil, the quality of financial assets can be very
difficult to assess.  For this reason, issuers who have finance
subsidiaries will be most at risk for rating downgrades as the
economic downturn progresses during 2009.  Lower rated issuers
will also be at risk as, by definition, they have less flexibility
than investment grade issuers to cope with a sustained downturn.
As 2008 has progressed, a number of issuers (e.g. TXT, ETN, JCI)
have reduced or suspended share repurchases.  The actions have
been taken largely to preserve liquidity but also reflect the
anticipated use of cash for debt reduction, restructuring
expenditures, and the possibility of larger pension contributions.

In addition, issuers with finance subsidiaries may be required to
provide financial support as TXT expects to do in 2009.
As a result of widespread investment losses in 2008, pension
funding is likely to deteriorate at the next measurement date for
many companies.  The impact could be reduced by higher discount
rates used to calculate pension liabilities.  Required and
voluntary contributions are expected to again become a larger use
of cash following the most recent two to three years when high
funded levels of pension plans allowed many companies to forgo
making large contributions. The amount of future contributions
will be subject to market returns, asset allocations and interest
rates.

                   Difficult Economic Outlook

On Nov. 4, 2008 Fitch issued its global economic outlook which
looks for GDP growth of 0.9% in 2009, including a decline of 0.8%
among the major advanced economies in the U.S., euro area, U.K.,
and Japan.  A preponderance of issuers in the diversified
industrial sector have noted the lack of visibility into financial
results in 2009.  Even in the third quarter of 2008, sales and
margins remained at solid levels, but some end-markets have
clearly begun to weaken, and few if any end-markets are expected
to escape a downturn.  Almost without exception, issuers are
projecting weaker results in 2009, but the forecasts are highly
sensitive to actual economic levels and could change significantly
as the year progresses.  Forecasts vary widely by sector. Non-
residential construction has weakened recently while residential
construction and automotive markets have been weak for an extended
period.  Among diversified companies (e.g. ETN, HON, ITT and JCI),
exposure to the Big 3 automotive original equipment manufacturers
in the U.S. is a moderate concern but is mitigated by their
diversification and growing presence in international automotive
and industrial markets.  Even at JCI, which traditionally has been
a major U.S. auto supplier, direct exposure in North America to
the U.S. OEMs is less than 10% of JCI's total revenue.  Issuers
with exposure to non-residential construction markets include JCI,
UTX and HON.  Many companies sell into the residential
construction market, but the sector usually represents only a
small part of an issuer's total business portfolio.

In contrast, energy-related markets remain strong, partly
reflecting the nature of energy projects which have long life-
cycles that are somewhat independent of shorter-term economic
conditions.  However, there are concerns that a sustained decline
in oil and other energy prices could reduce the cash flow
available to fund investment in this sector despite prospects for
long-term growth.  Issuers with exposure to the energy sector
include FLS, TYC and DOV.  Aerospace and defense (e.g. UTX, HON)
offer some stability but demand has weakened in the business-jet
and aftermarket businesses, prompting companies such as Textron to
cut back on production plans for 2009. In addition, growth in
defense expenditures is likely to slow as a result of budgetary
pressure.  These concerns are offset by the slowness with which
defense budgets usually change and by high backlogs across the
aerospace industry.

In the past, the increased exposure of diversified industrial
companies to foreign markets has provided a hedge against economic
concerns. Given the global nature of the current economic
weakness, geographic diversification does not serve to protect
companies from cyclicality to the same extent as in the past.
Forecasts within the diversified industrial sector indicate that
demand in developing economies is not expected to weaken as much
as North America and Europe.  However, developing economies tend
to be more volatile, and their growth is not certain, even
considering efforts such as China's $586 billion stimulus package
announced in November 2008.

Following is a list of Fitch-rated issuers and their current
Issuer Default Ratings in the U.S. diversified industrial sector:

  -- AMETEK ('BBB'; Outlook Stable)
  -- Cooper Industries (CBE) ('A'; Outlook Stable)
  -- Dover ('A'; Outlook Stable)
  -- Eaton ('A'; Outlook Negative)
  -- Flowserve ('BB'; Outlook Positive)
  -- Fluor ('A-'; Outlook Positive)
  -- Harsco ('A-'; Outlook Stable)
  -- Honeywell 'A'; Outlook Stable)
  -- Hubbell ('A'; Outlook Stable)
  -- IDEX ('BBB+'; Outlook Stable)
  -- ITT Corporation ('A-'; Outlook Stable)
  -- Johnson Controls ('A-'; Outlook Stable)
  -- Kennametal ('BBB'; Outlook Stable)
  -- Parker-Hannifin ('A'; Outlook Stable)
  -- Rockwell Automation ('A'; Outlook Stable)
  -- SPX Corporation ('BB+; Outlook Stable)
  -- Textron ('A-'; Outlook Negative)
  -- Thomas & Betts ('BBB'; Outlook Stable)
  -- Tyco International Ltd. ('BBB+'; Outlook Stable)
  -- United Technologies ('A+'; Outlook Stable)


* Fitch Sees Stable Outlook on 2009 N.A. Aerospace/Defense
----------------------------------------------------------
The slowdown in global economic growth will test the North
American A&D industry in 2009, particularly on the commercial
side, but Fitch Ratings considers the industry to be well-
positioned to weather the downturn from a credit perspective.

Large backlogs, strong credit metrics, and healthy liquidity
support the industry's credit profile.  Commercial aerospace
markets are mixed, with the business jet and aftermarket segments
most at risk, but Fitch's downside scenarios assume production
rates could be weak even in the large commercial aircraft and
regional aircraft markets in the second half of 2009.  Department
of Defense spending levels are high after nearly ten years of
substantial growth, but Fitch believes the spending upcycle has
ended, and going forward there will be modest core budget growth
and gradually declining supplemental spending.  Any impact from
the 2008 elections will likely be delayed due to the timing of the
budget process and other federal priorities such as the economy.

Fitch has rated the sector conservatively during the upturn over
the past several years, taking into account the sector's
cyclicality, and many of the companies possess very strong credit
metrics for their current ratings.  For example, Fitch estimates
that most companies could withstand temporary EBITDA declines of
25% and still have credit metrics in line with the current
ratings, assuming flat debt levels.

                 Liquidity and Cash Deployment

Most of the large A&D companies rated at Fitch have strong
liquidity positions and financial flexibility, both of which will
help the industry stand up to the weaker global economy in 2009.
At the end of the third quarter, the top 15 North American A&D
companies rated by Fitch had cash and equivalents totaling
$27.5 billion, and another important player in the global
industry, Europe-based EADS (BBB+, Outlook Stable), had cash and
investments of Euro 12.9 billion.  Short-term debt and debt
maturities for the top 15 North American companies totaled
approximately $9 billion at the end of the third quarter, and
total debt outstanding was about $55 billion.  Most of the
companies have committed, long-term credit lines, with only
General Dynamics, L-3, and Raytheon having credit lines expiring
in the next 18 months.

Given the difficult conditions in the credit markets, Fitch
expects A&D companies to follow conservative cash deployment
strategies in 2009 in order to build liquidity.  Share
repurchases, which totaled approximately $14 billion in the U.S.
A&D industry in the first nine months of 2008, should decline, and
Fitch expects constrained M&A activity beyond bolt-on
acquisitions.  Fitch expects debt levels to stay flat in the
industry, although there is a large backlog of long-term debt
issuance building up that will be used primarily to term out
short-term debt.  If the economy continues to weaken,
restructuring actions may become a noticeable use of cash in 2009.

Pension contributions will also increase in 2009 because of the
decline in financial markets in 2008, partially offset by higher
discount rates.  The pension situation in the defense sector is
mitigated by the deferred implementation of certain elements of
the Pension Protection Act of 2006 for some defense contractors
and by the ability of defense contractors to include pension costs
as allowable costs in defense contracts.

With industry conditions weakening, Fitch will increase its
surveillance in 2009 of off-balance sheet obligations.  In
addition to the pension situation mentioned above, these OBS items
include backstop financing commitments, financial subsidiary
support agreements, residual value guarantees, trade-in
obligations, and legal disputes.

                        Aircraft Finance

Aircraft finance remains a concern in light of the uncertain
credit markets. Fitch calculates that financing required for 2009
deliveries of LCA and regional aircraft could total
$65-70 billion.  Fitch estimates that financing is firm through
the first six to nine months of 2009, and will likely be firm
through the end of 2009 if there is no worsening in the credit
markets.  The main risk is additional losses in the financial
sector, leading to reduced credit availability in the second half,
which could be a catalyst for additional delivery deferrals in
late 2009 and 2010.  The outlook at commercial banks is very
unclear at this time in Fitch's opinion, and the uncertainty at
some large aircraft lessors adds risk.  Furthermore, the
tightening of credit terms adds risks to the financing situation.
A final modest concern is the amount of existing airline debt that
is maturing in 2009 and 2010, which Fitch estimates is
approximately $10 billion over the two years in the U.S. alone.

Fitch expects manufacturers to increase customer financing in 2009
and 2010. Fitch estimates that Boeing and EADS have the financial
strength to finance up to 10% of their deliveries over an 18 month
period without affecting credit ratings, although other factors
could combine with increased customer financing to cause a review
of Rating Outlooks or ratings.  Fitch will also focus on the terms
of the loans in assessing the impact on Boeing's and EADS' credit
quality. Fitch also believes the three large engine manufacturers
have the ability to extend additional customer financing.  Export
credit agencies will also increase their aircraft finance activity
in 2009.  Other mitigants to the aircraft financing risks are the
small size of the market in relation to the global credit markets,
and the relative attractiveness of new aircraft as collateral.

                       Commercial Aerospace

Fitch's near-term outlook is mixed in the commercial aerospace
industry because of the deteriorating economic environment and
concerns about financing.  The aftermarket is likely already
declining, business jets are most at risk of delivery reductions,
and the LCA and regional segments are the most difficult to
forecast, with pressure on production rates possible in the second
half of 2009.  Longer-term, Fitch considers the commercial outlook
solid because of large backlogs and the need to build out
aerospace infrastructure in developing regions.  Key risks for the
sector include the global economy, aircraft finance, exogenous
shocks (terrorism, disease pandemic, etc.), and execution on new
programs.  A general risk is that production rates have not been
revised downward materially despite the weakening economy, and
several segments are at or near historical delivery peaks.

Fitch has developed both base cases and downside cases for the A&D
industry in 2009, with the downside cases used to provide a test
of the sector's ratings.  These expectations for some key
commercial segments are incorporated into Fitch's credit ratings:

                     Large Commercial Aircraft

Fitch's base case for LCA deliveries from Boeing and Airbus in
2009 is based on the manufacturers' current production rate plans,
which would suggest 980-990 deliveries, up slightly from 2008
rates adjusted for the Boeing machinists strike.  Fitch's downside
case is for production rate cuts of 10% from the base case in the
second half of 2009 and continuing into 2010, or 935 deliveries in
2009 and 885 in 2010.  Fitch's downside case assumes air traffic
continues to weaken and aircraft finance becomes more difficult.
If the downside case were to materialize, Fitch expects it would
be short-lived because the large backlog would drive production
increases once the global economy recovers.  The key variables in
the LCA market for 2009 are aircraft finance (discussed above) and
the backlogs as BA and Airbus.

The LCA backlog at the end of November reached nearly 7,500
aircraft, or more than 7.5 years of production at current rates.
Excluding aircraft models not yet being delivered (787, A350,
etc.) the backlogs covered about 6 years of production.  While
delivery deferrals have picked up and will probably continue to
rise in 2009, Fitch assumes BA and Airbus still have some
overbooking for the 2009 order book, providing some cushion before
production rates would be reduced.  The international nature of
the backlog (about 85% outside North America) provides some
comfort compared to the last downturn, when BA's backlog, for
example, was more than 50% exposed to U.S. airlines.  The long-
term nature of aircraft assets, as well as operating cost savings,
provide incentive for customers to continue taking delivery of
aircraft despite cyclically weak airline traffic.

The business jet market has been very strong for several years,
and it is delivering record numbers of jets.  The strength
continued in the first nine months of 2008, with deliveries up
30%.  However, there are signs that the market is slowing with the
economy, and Fitch considers this segment to be the most at risk
in commercial aerospace in 2009. Signs of weakness include lower
utilization and higher inventories of used aircraft.
Manufacturers have begun to respond, with Cessna, Embraer, General
Dynamics, and Hawker announcing production adjustments for smaller
jets.  Despite these adjustments, the industry is still planning
to deliver more jets in 2009, up in the low to mid single digits
to about 1,300 aircraft, which is Fitch's base case for the
sector.  Fitch considers the downside case of 10-15% production
cuts in the second half and into 2010 as equally likely as the
base case.  Fitch considers this segment at risk due to the
discretionary nature of the product, the availability of numerous
substitute forms of travel, relationship to corporate profits, and
a relatively high exposure to North America, despite the
significant increase in international orders over the past few
years.

                       Aftermarket/Services

This segment should be the first to weaken given that it is driven
primarily by air traffic, which has turned negative.  Fitch's base
case is for a decline of 1-2% in 2009, and the downside case is
down 2-4%.  This high-margin segment still has a favorable long-
term outlook given the aging of the regional jet and Airbus
fleets, long-term global air traffic growth, the growth of low
cost carriers, and outsourcing by airlines and governments.

The regional aircraft market outlook is similar to the LCA
outlook, although this segment has a smaller backlog.  Fitch's
base case for 2009 is for deliveries to be flat to modestly down
from the approximately 400 aircraft in 2008, more than half of
which should be regional jets from Bombardier and Embraer, and the
rest turboprops from Bombardier and ATR.  Fitch's downside case is
for a 10% cut in production in the second half of 2009 continuing
into 2010.  New entrants continue to be a development to watch in
this segment, with continued development of the Sukhoi Superjet
100, the Mitsubishi MRJ, and China's ARJ-21.

                             Defense

The U.S. defense sector has a solid credit outlook due to the high
spending levels and the strong credit profiles of the industry's
main players, but there is some uncertainty because of the
political changes in Washington and increased government spending
related to the credit crisis.  DOD spending levels are high after
nearly ten years of substantial growth, but Fitch believes the
spending upcycle has ended and going forward there will be modest
core budget growth and gradually declining supplemental spending.
Although Fitch does not expect declining core budgets, most of the
leading DOD contractors could maintain their current ratings in
the case of declining revenues, an indication of the sector's
credit strength.  Any impact from the 2008 elections will likely
be delayed due to the timing of the budget process and other
federal priorities such as the economy.  Because of the timing and
complexity of the DOD budget, the new President will not have a
full impact on the budget process until the FY2011 budget,
although there could be a modest impact on the FY2010 budget which
will be considered in calendar 2009.  The FY2009 budget was
already enacted.

Fitch breaks down its analysis of defense spending into two parts:
core budgets and supplemental budgets (used for the War on
Terror).  Modernization spending (procurement and RDT&E) is the
most relevant part of the core budget for defense contractors.
Fitch expects core modernization spending to be flat to up in the
low single digits for the next several years. Inflation-adjusted
spending could be negative.  Despite the possibility of trillion
dollar deficits, Fitch believes large cuts to the core budget are
unlikely for several reasons: a high threat environment, the
expense of cutting large programs in some cases (termination fees,
etc.), and the impact on defense employment in an economic
downturn. The DOD is more likely to see programs reduced in size
or capability or pushed out rather than completely eliminated.

Procurement reform is likely whatever happens to spending.
Fitch expects supplemental spending that supports operations in
Iraq and Afghanistan will fall over the next several years, but
for several reasons the decline will be gradual, and the
supplemental spending will not disappear.  Spending related to
Iraq will be down, but spending in Afghanistan will likely rise.
Some security spending by the U.S. in Iraq will likely be replaced
by Iraqi government spending, which could continue to be a source
of revenues to U.S. contractors.  Finally, the DOD will need to
refurbish or replace some equipment and material that is in poor
condition or left in Iraq.

Credit concerns for the defense sector include acquisition reform,
program risks within the budget, program execution, and
shareholder focused cash deployment.

                  Impact of the Economic Downturn

Fitch's A&D outlook is based on the firm's global GDP forecast of
0.9% growth in 2009, with GDP contractions in the euro zone, the
United Kingdom, and the United States.  Growth in the BRIC
countries should slow, but will still likely grow at approximately
5.7%.

A&D market indicators show that the global economic environment
has started to have an impact on the industry, although the impact
has not yet been severe and strong backlogs could limit its depth.
International passenger traffic as measured by the International
Air Transport Association turned negative in September and
October, and cargo traffic has fallen for five consecutive months.

LCA order deferrals and cancellations (127 aircraft) have
increased through November, although net orders (1,396 aircraft)
remain strongly positive for the year and backlogs have continued
to rise.  There have been numerous airline bankruptcies in 2008,
but all of them have been small carriers.  Airline profits have
been pressured so far in 2008, but the recent plunge in oil prices
could offset much of the negative impact from falling traffic.

Finally, some business jet production forecasts for smaller jets,
which Fitch considers to be a leading indicator of other
commercial segments, have started to be adjusted downward.
Fitch considers the U.S. A&D industry to be in a stronger
condition entering the current downturn that it was at the start
of the last downturn in 2001.  The industry is larger, more
liquid, supported by larger backlogs, and more geographically
diverse.

International markets continue to support the industry's credit
quality, but the benefits have been lessened by increasingly slow
economies outside the U.S. One other important difference between
the current and prior downturns is that the commercial weakness
will not be offset by substantial defense spending growth.

                       Oil Price Volatility

Despite the recent price declines, oil prices are still high
relative to the past 10-20 years, and the decline in jet fuel has
modestly lagged oil prices.  The oil price volatility in 2008 has
had a mixed effect on the aerospace manufacturers.  On the
positive side it has helped the financial outlook for airlines,
although the near-term liquidity situation in some cases has been
pressured by fuel hedge collateral requirements.  Also, the trauma
of the oil price spike in the first half of 2008 could lead to
continued orders for fuel efficient aircraft as a hedge against
future price spikes.  On the negative side, lower fuel prices give
airlines less incentive in the near-term to find newer aircraft.
There have been stories in the market of recent lease extensions
of 737 Classics, for example, which in some cases were
uneconomical to operate at the fuel prices seen in the summer.

These is a list of Fitch-rated issuers in the North American
aerospace/defense sector and their current Issuer Default Ratings:

  -- Alliant Techsystems Inc. 'BB'; Outlook Stable;
  -- Boeing Company 'A+'; Outlook Stable;
  -- Bombardier Inc. (BBD/B) 'BB+'; Outlook Stable;
  -- DRS Technologies, Inc. 'BBB'; Outlook Positive;
  -- General Dynamics Corporation 'A'; Outlook Stable;
  -- Goodrich Corporation 'BBB+'; Outlook Stable;
  -- Honeywell International Inc. 'A'; Outlook Stable;
  -- L-3 Communications Corporation 'BB+'; Outlook Stable;
  -- Lockheed Martin Corporation 'A-'; Outlook Stable;
  -- Northrop Grumman Corporation 'BBB+'; Outlook Stable;
  -- Raytheon Company 'A-'; Outlook Stable;
  -- Rockwell Collins, Inc. 'A'; Outlook Stable;
  -- Textron Inc. 'A-'; Outlook Negative;
  -- Transdigm Group 'B'; Outlook Stable;
  -- United Technologies Corporation 'A+'; Outlook Stable.


* Fitch Says Liquidity Pressures Cloud Airline Industry Outlook
---------------------------------------------------------------
Following a year of operating weakness characterized by extreme
volatility in jet fuel costs and a steady erosion of air travel
demand in a deepening recession, U.S. airlines face another year
of intense cash flow uncertainty in 2009.  Although the dramatic
pull-back in energy prices since July has improved the cost
outlook for all carriers, attention has now shifted to the
management of an increasingly precarious supply-demand
relationship that will force airlines to once again monitor
scheduled capacity plans closely.

With access to debt capital markets likely to remain very
constrained for much if not all of next year, airlines will be
forced to fall back on internally generated cash flow as the
cornerstone of liquidity preservation in 2009.  Fitch Ratings
believes that the magnitude of the anticipated decline in jet fuel
costs next year will provide substantial lift for U.S. carriers in
managing liquidity over the next several months.  However, the
expected softening in traffic, yield and unit revenue patterns
will limit opportunities for credit quality and ratings
improvement.  Indeed, the airline industry outlook (in terms of
both operating fundamentals and credit ratings) remains negative.

While operating margins may begin to recover somewhat next year,
driven almost entirely by favorable fuel cost comparisons, cash
balances will remain under pressure as a result of significant
debt maturities at most legacy carriers that will be difficult to
re-finance if historically tight credit conditions persist.  Fitch
estimates that the seven largest U.S. airlines face total 2009
debt and capital lease maturities of $4.4 billion, with
approximately $6 billion more coming due in 2010.  With
traditional sources of aircraft capital (EETC financing, bank debt
and sale-leasebacks) largely inaccessible, carriers must remain
focused on improvements in free cash flow as the key to liquidity
preservation next year.  Importantly, scaled-back aircraft
financing commitments and fleet plan adjustments will keep
aircraft capital spending at modest levels again in 2009.  This
will provide a valuable cushion for most carriers in directing the
bulk of 2009 operating cash flow toward principal payments and
bolstered cash balances in a world of extremely scarce capital.
Liquidity Considerations

Near-term liquidity pressures linked to the posting of fuel hedge
collateral with derivative counter-parties will bear close
watching during the seasonally weak air travel demand period
through March as cash balances hit their annual trough levels.
Most of the largest carriers have seen the value of their fuel
derivative positions plummet since mid-summer as crude oil and
refined product prices fell sharply.  Some airlines (including
Delta, United and Southwest) have indicated in recent weeks that
cash collateral posting requirements have had a material impact on
their unrestricted cash positions.  Delta, for example, noted on
Dec. 2, 2008 that its projected cash collateral posting
requirement at Dec. 31, 2008 would be approximately $1.1 billion
(compared with $4.5 billion of core unrestricted liquidity).

Further liquidity erosion related to underwater derivative
positions, however, will likely be driven only by additional
declines in energy prices.  Active efforts to unwind or cap 2009
hedges, moreover, have in some cases limited the risk of follow-on
hedge collateral outflows (e.g., JetBlue's move in October to cap
most fuel swap exposure).

Because the roll-off of cash-negative fuel hedge positions will in
most cases continue until next spring or summer, the positive cash
flow impact of dramatically lower fuel prices will be somewhat
delayed.  As a result, improvements in liquidity will be largely
dependent upon the speed with which accelerating demand softness
hits unit revenue during the next two quarters.  Assuming crude
oil prices remain in the $40 to $80 per barrel rang e for much of
2009, most U.S. carriers should be in a position to generate
stronger operating cash flow in the second half of next year even
if a deepening global recession begins to undermine revenue per
available seat mile trends more rapidly as high-fare business
travel demand falters.  The driver of improved free cash flow next
year will be the sustainability of the current low fuel price
environment and the degree to which large cuts in the industry's
single-biggest operating cost item can offset weakening unit
revenue patterns.

Debt covenants remain a concern, since most U.S. carriers are
required to maintain minimum unrestricted cash levels and minimum
fixed charge coverage ratios in order to retain full access to
their bank credit facilities.  Significant capital-raising steps
have been taken by the airlines most at risk of breaching
covenants (in particular US Airways with its October bank facility
amendments and capital raise). Still, a restoration of healthy
cash flow will be necessary in  2009 if carriers such as United,
American and Northwest (which negotiated covenant relief during
this year's fuel crisis) are to comfortably meet fixed charge
coverage requirements when compliance is tested again beginning
next summer.

                         Capacity Planning

Across the industry, the reduction of scheduled capacity brought
on by the most recent fuel price shock, has given U.S. carriers a
critical head-start in adjusting to a lower level of passenger
demand.  Capacity cuts (and the accompanying reduction in staffing
levels) have been concentrated in domestic markets where marginal
route profitability had been seriously undermined by the spike in
jet fuel prices to over $4.00 per gallon by mid-July.  For most
U.S. legacy carriers, domestic capacity cuts in the fourth quarter
have been in the 10% to 15% range, and all carriers (including
discounters Southwest, JetBlue and AirTran) have signaled their
intention to slow growth considerably during 2009 as a result of
the weak demand picture.

Subsequent to the announced domestic schedule cuts, with the
deepening of the global financial crisis and the spill-over
effects on international and high-yield business travel demand,
attention has shifted to address weaker international RASM trends.
This is particularly relevant in light of a drop-off in premium
cabin business demand that appeared to accelerate in October and
November as the global economic crisis widened.  Delta's
announcement in early December that it would reduce 2009
international capacity by 3% to 5% highlighted the risks faced by
the global legacy carriers in adapting to a very dynamic
international air travel demand outlook.

Efforts to trim international schedules will likely be hampered by
the thinner nature of international market presence and the
difficulty involved in pulling costs out of global networks in
line with planned reductions in scheduled capacity.  Some
underperforming international routes may be exited in the coming
months; however, unit costs may feel additional pressure due to
problems in downsizing associated overhead and aircraft ownership
costs.  This could lead to margin compression in international
markets next year, with the largest effects being seen among the
four U.S. carriers with extensive international networks
(Delta/Northwest, United, American and Continenntal).  To the
extent that the larger low-cost carriers (including SSouthwest,
JetBlue, Alaska and AirTran) serve primarily domestic markets
where capacity rationalization has already occurred, these
carriers will likely deliver somewhat better relative unit revenue
results next year.

               Financing Requirements and Leverage

While planned pull-backs in fleet-related capital spending will
limit requirements for new aircraft financing next year, most of
the big U.S. carriers face meaningful debt maturities that will
need to be re-financed or funded out of very modest free cash
flow.  Limited asset sale or aircraft sale-leaseback opportunities
may continue to provide sporadic amounts of cash proceeds if
broader credit market access remains limited.  However, the need
to fund maturities without offsetting asset sales or free cash
flow generation could put renewed pressure on cash balances.
Since maximization of unrestricted liquidity is likely to remain a
top financial priority for U.S. airline management teams, little
progress toward debt reduction is likely in 2009 even if a second-
half economic recovery sets the stage for an industry revenue
recovery moving into 2010.

To finance the reduced number of aircraft deliveries still planned
for 2009, backstop commitments appear to be in place for
Continental, Delta and American.  United has no aircraft
commitments for next year, limiting financing needs.  Southwest
plans to take a smaller number of deliveries next year (13), and
will likely look to re-finance its recent revolver borrowings with
new aircraft-backed debt next year.  In order to calibrate
capacity further, JetBlue and others may look for additional
opportunities to sell used aircraft, reducing net capital spending
and improving free cash flow in the process.

               Industry Structure and Globalization

Following the closing of the Delta-Northwest merger in October,
prospects for follow-on consolidation have dimmed as a result of
ongoing credit market turmoil and the operating stress that all
U.S. carriers are likely to face through at least the next year.
With the transition toward a common Delta-Northwest operating
certificate in progress (expected to be completed by late 2009),
the industry has taken a positive step toward a more rational
structure in which more effective capacity discipline can occur
during times of demand and fuel price volatility.  With a free
cash flow turnaround still uncertain and poor access to debt
capital markets, no additional consolidating moves are expected in
the near term.

However, U.S. carriers collectively can be expected to push for
continued expansion of international alliance relationships
focusing on code-share revenue benefits that drive relatively
modest incremental costs and carry far less integration risk than
full-blown mergers.  The announced entry of Continental into the
Star Alliance next year, American's renewed efforts to build out
its trans-Atlantic partnership with British Airways, and the
achievement of broad antitrust immunity within a more closely
integrated SkyTeam Alliance all represent steps toward increased
international cooperation.  Even within the low-cost carrier
group, burgeoning relationships between Southwest and prospective
code-share partners WestJet in Canada and Volaris in Mexico
reflect the important role that alliances will play in delivering
'virtual network' benefits.

Fleet Planning in a Constrained Credit Environment
The depth of the credit crisis and its dramatic impact on
borrowing costs will undoubtedly force airlines around the world
to re-visit fleet growth plans in light of the need to meet a
higher long-run capital cost hurdle.  With traditional sources of
debt and equity capital either closed or very expensive, all
carriers will need to continue the recent focus on capacity
rationalization, revenue management and ancillary revenue
generation as keys to the achievement of higher and sustainable
returns on invested capital.  With ASM growth rates around the
world diminishing but still far higher than the U.S., a global
capacity rationalization effort may have a significant depressive
effect on fleet capital spending for the next several years.
Additional deferrals of new aircraft deliveries are therefore
possible, particularly if global macroeconomic conditions are slow
to improve in late 2009 or 2010.  The upshot of higher capital
costs, in Fitch's view, is a lower industry growth rate and higher
average fares as carriers seek to avoid a return to overcapacity
during a period of sluggish demand growth.

                          Rating Drivers

In light of the recent softness in demand and the widening scope
of the global economic downturn, Fitch will be focused on monthly
changes in passenger RASM across the industry as the best leading
indicator of free cash flow trends in 2009.  Absent another
significant fuel price spike, the industry's ability to maintain
adequate liquidity levels through a deep recession will hinge on
efforts to keep yields and unit revenue from dropping
precipitously by carefully managing scheduled capacity, non-fuel
operating expenses and capital spending.  Fitch currently has
Negative Rating Outlooks in place on four of the seven rated U.S.
carriers, and downgrades could follow over the next several months
if an expected rebound in operating margins and free cash flow
fails to materialize as a result of steeper declines in revenue
and/or a substantial fuel price spike (with the latter considered
unlikely in view of the very weak global macroeconomic and energy
demand outlook).

With any prospective de-leveraging of U.S. airline balance sheets
on hold for at least the next six months to a year, Fitch sees few
positive rating drivers that could impact outlooks or Issuer
Default Ratings in 2009.  However, a combination of flat to
modestly positive industry RASM growth next year and stable or
modestly higher jet fuel prices could drive a revision of some or
all Rating Outlooks from Negative to Stable.

IDRs and Rating Outlooks for Fitch-rated U.S. airlines are:

  -- AMR Corp./American Airlines, Inc. 'B-', Stable Outlook;

  -- Continental Airlines, Inc. 'B-', Stable Outlook;

  -- Delta Air Lines, Inc. 'B', Negative Outlook;

  -- JetBlue Airways Corp. 'B-', Negative Outlook;

  -- Northwest Airlines, Inc. (Delta subsidiary) 'B', Negative
     Outlook;

  -- Southwest Airlines Co. 'BBB+', Stable Outlook;

  -- UAL Corp./United Airlines, Inc. 'B-', Negative Outlook;

  -- US Airways Group, Inc. 'CCC', Negative Outlook.


* Fitch Says Weak Economy Will Challenge Freight Transportation
---------------------------------------------------------------
The past year has been very challenging for freight transportation
issuers in the U.S., and Fitch expects conditions to be even more
difficult in 2009.  Late last year, hopes were high for a rebound
in freight demand in the second half of 2008, following nearly two
years of slow demand growth, especially in the trucking industry.
As 2008 wore on, it became increasingly clear that conditions were
worsening, rather than improving, and Fitch now expects the U.S.
recession to be a drag on the financial performance of both the
trucking and railroad industries through much of 2009.  However,
there are very important differences between these two industries,
and they are entering this period of extreme economic weakness
from two very different financial positions.

Following a resurgence in the railroad industry over the past five
years, the largest Class I railroads are well-positioned
financially to confront the challenges of a recessionary economic
period.  Although volume growth has slowed over the past couple of
years, the industry continues to enjoy a favorable pricing
environment.  This has resulted in strong margins across the
industry, with the top four U.S. railroads (Union Pacific
Corporation, Burlington Northern Santa Fe Corporation, CSX
Corporation and Norfolk Southern Corporation) all producing EBITDA
margins in the 28% to 35% range during the 12 months ended Sept.
30.  These strong margins have helped to keep leverage in check,
despite a rise in debt as the industry has borrowed to fund its
share repurchase programs.  Industry liquidity remains strong as
well, with each of the top four railroads maintaining relatively
large cash balances and access to large, undrawn revolving credit
facilities.

In sharp contrast to the strong financial positioning of the U.S.
railroad industry, the U.S. trucking industry is entering 2009 in
a weakened state.  Overcapacity, particularly in the less-than-
truckload sector, has eroded pricing over the past year, while
high fuel costs have added to the industry's difficulties.
Although demand looked as though it had stabilized in the middle
of 2008, volumes took another step down in September, and demand
has remained weak through the fourth quarter.  The bankruptcies of
a large number of small truckload carriers have helped to rectify
the capacity situation somewhat in that sector, but the LTL sector
continues to struggle with too many trucks chasing too little
demand.  With expectations for weak consumer retail spending
through much of 2009 and increasing challenges facing trucking's
industrial customers, particularly the U.S. auto manufacturers,
there is a heightened potential for a significant decline in
industry credit quality next year.

                  Railroad Market Environment

Throughout 2008, railroad volumes have moderated with the cooling
of the U.S. economy.  According to data compiled by the
Association of American Railroads, year-to-date through Nov. 29,
overall volumes (including carloads and intermodal volumes) were
down 2.2%.  However, the volume decline has accelerated in the
fourth quarter, with volumes down 5.6% in the nine week period
between Sept. 28 and Nov. 29.  This volume weakness has been
especially pronounced in those volumes related to the automotive
and residential construction industries.  International intermodal
volumes have also been weak, largely due to the decline in
imported consumer goods.

Despite weakening volumes, pricing has held up, with the Class I
railroads generally reporting double-digit percentage yield
increases in the third quarter.  Although much of this increase in
the quarter was due to fuel surcharges, underlying base rates have
been firm, as a result of effective railroad capacity control as
well as the relative fuel efficiency of the railroads, which has
allowed them to undercut truck pricing while still growing their
yields.  Further helping yield has been the railroads' heavy
exposure to less-cyclical commodities, such as coal and
agricultural products, which generally have seen demand remain
strong despite the weakening economy.

Looking into 2009, Fitch expects the trends that were experienced
in the latter part of 2008 to continue - namely, ongoing weakness
in those product lines tied more closely to the U.S. economy, with
stable to modestly growing demand for less-cyclical commodity
shipments. Autos and auto parts, wood products and international
intermodal shipments are expected to remain weak through much of
the year. On the other hand, changes in international coal supply
trends and U.S. utilities' ongoing stockpile building (especially
in the Southeast) will help to support ongoing strength in coal
volumes. Provided weather conditions cooperate, grain volumes
likely will be supported by increased food production and exports,
as well.

Fitch expects railroads generally to retain their pricing power in
2009, although lower overall volumes could result in some
deterioration in pricing later in the year.  A significant portion
of the railroads' book of business re-prices in the first half of
next year, and the railroads have indicated that the negotiations
on those contracts so far are yielding percentage price increases
in-line with those seen in 2008, which Fitch estimates are in the
mid- to high-single digits.  However, despite the rise in base
rates expected in the early part of the year, overall yield,
defined as revenue per carload or intermodal unit, is expected to
decline, as fuel surcharges will be lower, reflecting the lower
cost of diesel fuel.  In general, Fitch expects the resiliency of
the revenue environment to support railroad margins and operating
cash flows, despite the expected decline in volumes, although a
prolonged period of volume weakness could result in some price
erosion in the latter part of the year.

                  Trucking Market Environment

Similar to the overall volume trends seen in the railroad
industry, trucking volumes also have fallen off significantly in
the fourth quarter of 2008.  According to the American Trucking
Associations, its seasonally-adjusted truck tonnage index fell 3%
in October versus September, the fourth month in a row that the
index declined from the prior month, highlighting the weakening of
the demand environment.  Generally, expectations would be for
volumes to grow through the period, as shipment levels typically
would increase ahead of the holidays. As such, the fourth-quarter
ATA data suggest a significant weakening of demand in the latter
part of 2008.

Trucking is closely tied to the shipment of cyclical products like
retail goods and industrial components.  As a result, the trucking
industry is more exposed than the railroads to the relative
strength of the U.S. economy.  As such, with expectations for
ongoing economic weakness through much of next year, trucking
volumes are also expected to be relatively sluggish.  The volume
weakness could stabilize toward the end of 2009, however,
primarily due to the industry's lapping of the weakness seen
toward the end of 2008, as opposed to expectations for any notable
strengthening in the demand environment.

Unlike the railroads, which have seen ongoing pricing strength
despite a weakening in volumes, the trucking industry has been
increasingly challenged over the past year by a weakening in
underlying base shipping rates, as the supply of available
capacity has outstripped demand. This situation has improved
somewhat in the truckload sector, as a large number of small
operators have gone out of business, but the pricing environment
in the LTL sector remains difficult. Among the LTLs, overall yield
has been up through most of 2008; however, this has been almost
entirely due to high fuel surcharges, which were especially high
in the third quarter. Excluding fuel surcharges, base rates have
been declining through the tail end of 2008, as truckers have been
forced to offset a portion of the rise in surcharges with a
decline in base rates.

Pricing in the LTL sector is expected to remain challenging
through much of next year, although the sector's efforts at
capacity control may help the situation somewhat. As with the
railroads, overall yield is expected to decline as fuel surcharges
reflect the steep drop in on-highway diesel fuel costs. At this
point, however, Fitch does not see a catalyst for a material rise
in base rates, given the expectations for a very weak economic
environment and a resulting decline in consumer spending. Should
the weak environment actually force a shutdown of one or more LTL
operators, the pricing environment could improve dramatically. It
is important to note, however, that there also is historical
precedent for irrational pricing to cause a meaningful decline in
industry yields prior to the demise of an LTL carrier. In the
truckload sector, pricing is expected to be somewhat more
favorable than in the LTL sector, as truckload capacity likely
will remain relatively better matched to demand, although Fitch
does not expect truckload pricing to be strong by historical
standards.

                  Free Cash Flow and Liquidity

In the railroad industry, pricing power has led to significant
margin expansion over the past several years, and expectations are
that margins will remain relatively strong by historical standards
in 2009. Operating margins will be supported by the aforementioned
growth in base yields that likely will exceed non-fuel cost
inflation. Although operating ratios may worsen somewhat from the
strong levels seen in the third quarter of this year, when lagging
fuel surcharges provided the railroads with a substantial
tailwind, Fitch expects the four largest Class I railroads to
continue posting ORs in the low- to mid-70% range in 2009. Ongoing
industry productivity enhancements also will help to support
strong margins, and the expected decline in volumes may also help,
as lower volumes contribute to increased fluidity and better asset
utilization on the rail networks.  Should the pricing environment
weaken over the course of 2009, however, ORs could rise back to
the mid- to upper-70% range in the latter part of the year, still
relatively strong, but off the low levels seen in 2008.

Railroad capital spending needs are generally expected to be near
or below the level of spending seen in 2008, which will also help
to strengthen free cash flow.  Fitch expects most of the free cash
flow generated by the four largest Class I railroads to be
targeted toward share repurchases, as acquisition opportunities
are very limited, while continued access to the capital markets
will provide the railroads with the ability to refinance most
upcoming debt maturities.  This ongoing capital markets access, as
well as access to large unsecured revolving credit facilities,
means railroad industry liquidity is not a near-term concern,
despite the aforementioned expectations of heavy share repurchase
activity.

Contrasting with the railroads, the trucking industry's weaker
operating margins, driven by heavy competition and lower demand,
will put significant pressure on operating cash flow in 2009.
Free cash flow may fare somewhat better, however, as capital
spending needs will be lower with the reduced level of demand.
Fitch expects many trucking issuers to slow the replacement of
tractors and trailers and to generally hold off on facility
capacity growth while the economy remains weak.  Network
rationalization by some LTLs could drive some facility capital
spending, but overall capital expenditures are expected to be
relatively low compared to historical levels.  Although the U.S.
Environmental Protection Agency again has tightened emissions
regulations for diesel truck engines in 2010, Fitch does not
expect to see most truckers pre-buying tractors next year, as many
did in 2006 before the last EPA emissions change in 2007.  This
will help to keep capital spending on tractors down, despite the
upcoming change in emissions regulations.

With greater free cash flow pressure in 2009, liquidity will
become an increasingly important differentiator in assessing the
credit quality of trucking issuers.  For the industry in general,
capital markets access likely will be more difficult for the
truckers than for the railroads, and, notably, those truckers with
high-yield ratings, such as YRC Worldwide, will have virtually no
access to the markets. This will increase the importance of
maintaining larger-than-normal levels of cash and equivalents on
balance sheets, as well as the need to keep significant levels of
cash available on borrowing facilities, such as revolving credit
facilities or receivables securitization programs.  Financial
flexibility will be an important determinant of ratings as the
trucking industry moves through this very challenging market
environment.

                       Credit Implications

As noted above, although both the railroad and trucking industries
are facing a challenging market environment in 2009, the
industries are entering the year from very different financial
positions.  With expectations for a relatively favorable pricing
environment, strong liquidity, and ongoing capital markets access,
the railroad industry is well positioned to withstand the
challenges posed by the weaker U.S. economy.  However, with the
Class I railroads generally comfortable with their leverage
levels, most of the free cash flow generated will be used to
repurchase shares, resulting in relatively stable credit profiles.
As such, Fitch does not expect any changes to railroad ratings or
Rating Outlooks in the coming year.  However, the ratings could be
downgraded or the Rating Outlooks revised to Negative if the
railroads become even more aggressive in their use of borrowed
funds to finance share repurchases.

The ratings for the trucking industry are more tenuous than those
of the railroads.  Fitch has Negative Rating Outlooks on its rated
trucking issuers (excluding FedEx Corporation, which also has a
significant LTL operation), versus Stable Outlooks on the railroad
issuers, reflecting the weak market environment and the relatively
higher probability of near-term downgrades of the truckers'
ratings.  The issuer default rating of YRC Worldwide, in
particular, could be downgraded from its current rating of 'B' if
the ongoing weakness in operating trends increases the likelihood
of a breach of its credit facility leverage covenant sometime
during the first half of 2009.  Con-way's ratings also could be
downgraded if weak operating trends cause a further material
decline in the company's credit profile, although it is likely
that its ratings would remain at an investment-grade level.

These is a list of Fitch-rated issuers and their current Issuer
Default Ratings:

  -- Con-way Inc. (NYSE: CNW): 'BBB', Negative Outlook
  -- CSX Corp. (NYSE: CSX): 'BBB-', Stable Outlook
  -- FedEx Corp. (NYSE: FDX): 'BBB', Stable Outlook
  -- Kirby Corp. (NYSE: KEX): 'BBB', Stable Outlook
  -- Norfolk Southern Corp. (NYSE: NSC): 'BBB+', Stable Outlook
  -- YRC Worldwide Inc. (NASDAQ: YRCW): 'B', Negative Outlook


* S&P Downgrades Ratings on 40 Tranches from 14 Hybrid CDO Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 40
tranches from 14 U.S. cash flow and hybrid collateralized debt
obligation transactions. S&P removed 31 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P withdrew its rating on one tranche from CAMBER 7 PLC.  The
ratings on nine of the downgraded tranches are on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The 40 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $10.800 billion.  Twelve of the 14 affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  The other two are high-grade SF CDOs of ABS that were
collateralized at origination primarily by 'AAA' through 'A' rated
tranches of RMBS and other SF securities.  The CDO downgrades
reflect a number of factors, including credit deterioration and
recent negative rating actions on U.S. subprime RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 4,079 tranches from 913 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 971 ratings from 445 transactions are
currently on CreditWatch with negative implications for the
same reasons.  In all, S&P has downgraded $485.852 billion of CDO
issuance.

Additionally, S&P's ratings on $9.633 billion of securities have
not been lowered but are currently on CreditWatch with negative
implications, indicating a high likelihood of future downgrades.

S&P will continue to monitor the CDO transactions it rates and
take rating actions, including CreditWatch placements, when
appropriate.

                          Rating Actions

                                              Rating
                                              ------
   Transaction                   Class     To             From
   -----------                   -----     --             ----
Acacia CDO 12 Ltd             A-1       CCC            BBB+/Watch Neg
Acacia CDO 12 Ltd             A-2       CC             B-/Watch Neg
Acacia CDO 12 Ltd             B         CC             CCC-/Watch Neg
CAMBER 7 plc                  S         NR             BBB+
CAMBER 7 plc                  A-1       CC             B/Watch Neg
CAMBER 7 plc                  A-2       CC             CCC+/Watch Neg
CAMBER 7 plc                  A-3       CC             CCC/Watch Neg
CAMBER 7 plc                  B         CC             CCC-/Watch Neg
Diogenes CDO I, Ltd.          A-1       CC             BBB-/Watch Neg
Diogenes CDO I, Ltd.          A-2       CC             B-/Watch Neg
Diogenes CDO I, Ltd.          B         CC             CCC-/Watch Neg
Dutch Hill Funding I Ltd.     A-1A      CCC            BBB+/Watch Neg
Dutch Hill Funding I Ltd.     A-1B      CC             B+/Watch Neg
Dutch Hill Funding I Ltd.     A-2L      CC             CCC/Watch Neg
Dutch Hill Funding I Ltd.     A-2X      CC             CCC/Watch Neg
Farmington Finance Ltd.       Term Loan A+/Watch Neg   AAA/Watch Neg
Farmington Finance Ltd.       Term Nts  A+/Watch Neg   AAA/Watch Neg
Farmington Finance Ltd.       Series A  CCC            BBB/Watch Neg
Farmington Finance Ltd.       Series C  CCC            BBB/Watch Neg
Farmington Finance Ltd.       Series D  CCC            BBB/Watch Neg
Inman Square Funding II Ltd   I         CCC-           BBB/Watch Neg
Inman Square Funding II Ltd   II        CC             BB-/Watch Neg
Ivy Lane CDO Ltd.             A-1       CC             CCC-/Watch Neg
Kent Funding Ltd              ABCP      BB+/Watch Neg  BBB+/Watch Neg
Kent Funding Ltd              A-1       BB+/Watch Neg  BBB+/Watch Neg
Kent Funding Ltd              A-2       B-/Watch Neg   B/Watch Neg
Kent Funding Ltd              B         CC             CCC-/Watch Neg
Liberty Harbour II CDO Ltd    ACP       CCC/C          BBB/A-2/Watch Neg
Liberty Harbour II CDO Ltd    A-1       CC             CCC/Watch Neg
Los Robles CDO Ltd            A-1b      BB-/Watch Neg  BB+/Watch Neg
MKP CBO V Ltd                 A-1       CC             BBB/Watch Neg
MKP CBO V Ltd                 A-2       CC             CCC/Watch Neg
Pinetree CDO Ltd.             A-1S      CCC-           BBB/Watch Neg
Pinetree CDO Ltd.             A-1J      CC             B/Watch Neg
Pinetree CDO Ltd.             A-2       CC             CCC-/Watch Neg
South Coast Funding VII Ltd   A-1ANV    BB/Watch Neg   BBB-/Watch Neg
South Coast Funding VII Ltd   A-1AV     BB/Watch Neg   BBB-/Watch Neg
South Coast Funding VII Ltd   A-1B      BB/Watch Neg   BBB-/Watch Neg
South Coast Funding VIII Ltd. A-1NV     CC             BBB/Watch Neg
South Coast Funding VIII Ltd. A-1V      CC             BBB/Watch Neg
South Coast Funding VIII Ltd. A-2       CC             BB/Watch Neg

                     Other Ratings Reviewed

          Transaction                   Class     Rating
          -----------                   -----     ------
          Acacia CDO 12 Ltd             C         CC
          Acacia CDO 12 Ltd             D         CC
          CAMBER 7 plc                  C         CC
          CAMBER 7 plc                  D         CC
          CAMBER 7 plc                  E         CC
          Diogenes CDO I, Ltd.          C         CC
          Diogenes CDO I, Ltd.          D         CC
          Dutch Hill Funding I Ltd.     B         CC
          Dutch Hill Funding I Ltd.     C         CC
          Dutch Hill Funding I Ltd.     D-1L      CC
          Dutch Hill Funding I Ltd.     D-1X      CC
          Dutch Hill Funding I Ltd.     D-2       CC
          Dutch Hill Funding I Ltd.     E         CC
          Inman Square Funding II Ltd   III-Fltg  CC
          Inman Square Funding II Ltd   III-Fxd   CC
          Inman Square Funding II Ltd   IV        CC
          Inman Square Funding II Ltd   V         CC
          Ivy Lane CDO Ltd.             S         BBB+
          Ivy Lane CDO Ltd.             A-2       CC
          Ivy Lane CDO Ltd.             A-3       CC
          Ivy Lane CDO Ltd.             B         CC
          Ivy Lane CDO Ltd.             C         CC
          Liberty Harbour II CDO Ltd    A-2       CC
          Liberty Harbour II CDO Ltd    B         CC
          Liberty Harbour II CDO Ltd    C         CC
          Los Robles CDO Ltd            TRS       Asrp/Watch Neg
          Los Robles CDO Ltd            A-1a      A/Watch Neg
          Los Robles CDO Ltd            A-2       CC
          Los Robles CDO Ltd            A-3       CC
          Los Robles CDO Ltd            B         CC
          Los Robles CDO Ltd            C         CC
          Los Robles CDO Ltd            D         CC
          MKP CBO V Ltd                 B         CC
          MKP CBO V Ltd                 C         CC
          MKP CBO V Ltd                 D         CC
          MKP CBO V Ltd                 E         CC
          MKP CBO V Ltd                 F         CC
          Pinetree CDO Ltd.             A-3       CC
          Pinetree CDO Ltd.             B         CC
          South Coast Funding VII Ltd   A-2       CC
          South Coast Funding VII Ltd   B         CC
          South Coast Funding VII Ltd   C         CC
          South Coast Funding VII Ltd   D-1A      CC
          South Coast Funding VII Ltd   D-1B      CC
          South Coast Funding VII Ltd   D-2       CC
          South Coast Funding VII Ltd   Pref Shrs CC
          South Coast Funding VIII Ltd. B         CC
          South Coast Funding VIII Ltd. C         CC
          South Coast Funding VIII Ltd. D         CC
          South Coast Funding VIII Ltd. E         CC


* S&P Downgrades Ratings on 50 Classes From Five RMBS Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 50
classes from five residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2005 and 2006.  The downgraded classes have a current
balance of approximately $725 million.  S&P removed 12 of the
lowered ratings from CreditWatch with negative implications.  In
addition, S&P affirmed its ratings on 71 classes and removed two
of the affirmed ratings from CreditWatch negative.

The original balances and lifetime expected losses for the
transactions (and structure groups) S&P reviewed are:

                                            Orig. bal.   Lifetime
   Transaction                              (million)    exp. loss
   -----------                              ---------   ---------
CSMC Mortgage-Backed Trust 2006-6           $547           10.31%

Washington Mutual Mortgage Pass-Through
Certificates WMALT 2005-5 Trust             $530            1.25%

Washington Mutual Mortgage Pass-Through
Certificates WMALT 2005-7 Trust             $359            2.07%

Washington Mutual Mortgage Pass-Through
Certificates WMALT Series 2005-9 Trust      $534             2.34%

Washington Mutual Mortgage Pass-Through
Certificates WMALT Series 2006-2 Trust      $494             4.74%

The downgrades, affirmations, and CreditWatch resolutions
incorporate S&P's current and projected losses based on the dollar
amounts of loans currently in the transactions' delinquency,
foreclosure, and real estate owned pipelines, as well as S&P's
projection of future defaults.  S&P also incorporated cumulative
losses to date in its analysis when determining rating outcomes.

The lowered ratings reflect S&P's belief that the amount of credit
enhancement available for the downgraded classes is not sufficient
to cover losses at the previous rating levels.  Although
cumulative losses were generally low in comparison to S&P's
projected lifetime losses for the transactions reviewed, S&P is
projecting an increase in losses due to increases in delinquencies
and the current negative condition of the housing market.  Certain
senior classes also benefit from senior support classes that would
provide support, to a certain extent, before any applicable losses
could affect the super-senior certificates.

The subordination of more junior classes within each structure
provides credit support for the affected transactions.  The
collateral backing these deals originally consisted predominantly
of Alt-A, first-lien, fixed-rate, adjustable-rate, or negative-
amortization residential mortgage loans secured by one- to four-
family properties.

S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
transactions and take additional rating actions as appropriate.
Additionally, going forward, Standard & Poor's is reviewing Alt-A
transactions from the 2005 vintage that include fixed-rate and
long-reset hybrid adjustable-rate mortgage, hybrid, and negative-
amortization loans.

                          Rating Actions

                 CSMC Mortgage-Backed Trust 2006-6
                        Series      2006-6

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-1      22942JAA1     B              AAA
          1-A-2      22942JAB9     B              AAA
          1-A-3      22942JAC7     B              AAA
          1-A-4      22942JAD5     B              AAA
          1-A-5      22942JAE3     B              AAA
          1-A-6      22942JAF0     B              AAA
          1-A-7      22942JAG8     B              AAA
          1-A-8      22942JAH6     BB             AAA
          1-A-9      22942JAJ2     B              AAA
          1-A-10     22942JAK9     B              AAA
          1-A-11     22942JAL7     B              AAA
          1-A-12     22942JBG7     B              AAA
          2-A-1      22942JAM5     B              AAA
          2-A-2      22942JAN3     B              AAA
          2-A-3      22942JAP8     B              AAA
          2-A-4      22942JAQ6     B              AAA
          2-A-5      22942JAR4     BB             AAA
          2-A-6      22942JAS2     B              AAA
          3-A-1      22942JAT0     B              AAA
          D-X        22942JAU7     BB             AAA
          D-P        22942JAV5     B              AAA
          D-B-1      22942JAW3     CCC            B
          D-B-6      22942JBD4     D              CC

    Washington Mutual Mortgage Pass Through Certificates WMALT
                       Series 2005-5 Trust

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          B-3        93934FAT9     B              BBB
          B-4        93934FAV4     CCC            BB
          B-5        93934FAW2     CC             B

    Washington Mutual Mortgage Pass-Through Certificates WMALT
                       Series      2005-7

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          B-1        93934FBX9     A              AA
          B-2        93934FBY7     CCC            A
          B-3        93934FBZ4     CCC            BBB
          B-4        93934FCB6     CC             BB
          B-5        93934FCC4     CC             B

    Washington Mutual Mortgage Pass-Through Certificates WMALT
                       Series 2005-9 Trust

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          B-1        93934FFQ0     BB             AA
          B-2        93934FFR8     CCC            A
          B-3        93934FFS6     CCC            BBB
          B-4        93934FFU1     CCC            BB
          B-5        93934FFV9     CC             B

    Washington Mutual Mortgage Pass-Through Certificates WMALT
                       Series 2006-2 Trust

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A-3      93934FLT7     AA             AAA/Watch Neg
          1-A-4      93934FLU4     AA             AAA/Watch Neg
          1-A-5      93934FLV2     AA             AAA/Watch Neg
          1-A-6      93934FLW0     AA             AAA/Watch Neg
          1-A-8      93934FLY6     AAA            AAA/Watch Neg
          1-A-9      93934FLZ3     AA             AAA/Watch Neg
          1-A-11     93934FMB5     AA             AAA/Watch Neg
          1-A-12     93934FMC3     AA             AAA/Watch Neg
          2-CB       93934FMD1     AA             AAA/Watch Neg
          3-CB       93934FME9     AA             AAA
          4-CB       93934FMF6     AA             AAA/Watch Neg
          C-X        93934FMG4     AAA            AAA/Watch Neg
          C-P        93934FMH2     AA             AAA/Watch Neg
          B-1        93934FMJ8     CCC            AA/Watch Neg
          B-2        93934FMK5     CCC            B/Watch Neg
          B-5        93934FLN0     D              CC

                         Ratings Affirmed

                 CSMC Mortgage-Backed Trust 2006-6
                        Series      2006-6

               Class      CUSIP         Rating
               -----      -----         ------
               D-B-2      22942JAX1     CCC

    Washington Mutual Mortgage Pass Through Certificates WMALT
                       Series 2005-5 Trust

               Class      CUSIP         Rating
               -----      -----         ------
               CB-1       93934FAA0     AAA
               CB-2       93934FAB8     AAA
               CB-3       93934FAC6     AAA
               CB-4       93934FAD4     AAA
               CB-6       93934FAF9     AAA
               CB-5       93934FAE2     AAA
               CB-7       93934FAG7     AAA
               CB-8       93934FAH5     AAA

               CB-9       93934FAJ1     AAA
               CB-10      93934FAK8     AAA
               CB-11      93934FAL6     AAA
               CB-12      93934FAM4     AAA
               CB-13      93934FAN2     AAA
               CB-14      93934FAY8     AAA
               X          93934FAP7     AAA
               P          93934FAQ5     AAA
               B-1        93934FAR3     AA
               B-2        93934FAS1     A

       Washington Mutual Mortgage Pass-Through Certificates
                        WMALT 2005-7 Trust

               Class      CUSIP         Rating
               -----      -----         ------
               1-A-1      93934FBC5     AAA
               1-A-2      93934FBD3     AAA
               1-A-3      93934FBE1     AAA
               1-A-4      93934FBF8     AAA
               1-A-5      93934FBG6     AAA
               1-A-6      93934FBH4     AAA
               1-A-7      93934FBJ0     AAA
               1-A-8      93934FBK7     AAA
               2-CB-1     93934FBL5     AAA
               2-CB-2     93934FBM3     AAA
               20CB-3     93934FBN1     AAA
               2-CB-4     93934FBP6     AAA
               2-CB-5     93934FBQ4     AAA
               2-CB-6     93934FBR2     AAA
               2-CB-7     93934FBS0     AAA
               3-CB       93934FBT8     AAA
               4-CB       93934FBU5     AAA
               C-X        93934FBV3     AAA
               C-P        93934FBW1     AAA
               R          93934FCA8     AAA

       Washington Mutual Mortgage Pass-Through Certificates
                    WMALT Series 2005-9 Trust

               Class      CUSIP         Rating
               -----      -----         ------
               1-CB       93934FEL2     AAA
               2-A-1      93934FEM0     AAA
               2-A-2      93934FEN8     AAA
               2-A-3      93934FEP3     AAA
               2-A-4      93934FEQ1     AAA
               2-A-5      93934FER9     AAA
               2-A-6      93934FES7     AAA
               2-A-7      93934FET5     AAA
               3-CB       93934FEV0     AAA
               4-A-1      93934FEW8     AAA
               4-A-2      93934FEX6     AAA
               4-A-3      93934FEY4     AAA
               4-A-4      93934FEZ1     AAA
               4-A-5      93934FFA5     AAA
               5-A-1      93934FFB3     AAA
               5-A-2      93934FFC1     AAA
               5-A-3      93934FFD9     AAA
               5-A-4      93934FFE7     AAA
               5-A-5      93934FFF4     AAA
               5-A-6      93934FFG2     AAA
               5-A-7      93934FFH0     AAA
               5-A-8      93934FFJ6     AAA
               5-A-9      93934FFK3     AAA
               C-X        93934FFN7     AAA
               C-P        93934FFP2     AAA

       Washington Mutual Mortgage Pass-Through Certificates
                    WMALT Series 2006-2 Trust

               Class      CUSIP         Rating
               -----      -----         ------
               1-A-1      93934FLR1     AAA
               1-A-2      93934FLS9     AAA
               1-A-7      93934FLX8     AAA
               1-A-10     93934FMA7     AAA
               B-3        93934FML3     CCC


* S&P Downgrades Ratings on 77 Classes From Three RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
classes from three residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued in 2005, 2006, and 2007.  In addition, S&P affirmed its
ratings on 23 classes from these series and one other transaction.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given S&P's current projected losses.

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals.  The revised loss assumptions used in this review also
include S&P's loss severity assumptions.

As part of its analysis, S&P considered the characteristics of the
underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences S&P's default projections, while its
outlook for housing price declines and the health of the housing
market influences S&P's loss severity assumptions.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case assumptions S&P assumed in its
analysis.  For example, one class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of S&P's base-case loss assumptions
to maintain a 'BBB' rating.  A class with an affirmed 'AAA' rating
can likely withstand approximately 150% of S&P's base-case loss
assumptions under its analysis, subject to individual caps and
qualitative factors assumed on specific transactions.

S&P also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the class would be outstanding.  For
example, if S&P projected a class to pay down in 15 months, then
S&P applied only 15 months of losses to that class.  Additionally,
in such a case S&P assumed 15 months of excess spread if the class
was structured with excess spread as credit enhancement.

In the coming weeks, S&P will continue to analyze the remaining
U.S. Alt-A RMBS transactions affected by its revised loss
expectations.  S&P will analyze deals in order of performance,
looking at what S&P consider to be the worse-performing deals
first.

                         Ratings Lowered

                 Alternative Loan Trust 2007-9T1
                         Series 2007-9T1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A-1      02150JAA0     B              BB
           1-A-2      02150JAB8     AA             AAA
           1-A-3      02150JAC6     BB             AA
           1-A-4      02150JAD4     B              BB
           1-A-5      02150JAE2     B              AA
           1-A-6      02150JAF9     BB             AA
           1-A-7      02150JAG7     BB             AA
           1-A-8      02150JAH5     BB             AA
           1-A-9      02150JAJ1     B              BB
           1-A-10     02150JAK8     BB             AA
           1-A-11     02150JAL6     B              BB
           1-A-12     02150JAM4     B              BB
           1-A-13     02150JAN2     B              BB
           1-A-14     02150JAP7     B              BB
           1-A-15     02150JAQ5     B              BB
           1-A-17     02150JBR2     BB             AA
           1-A-18     02150JBS0     BB             AA
           1-A-19     02150JBT8     BB             AA
           1-A-20     02150JBU5     BB             AA
           1-A-21     02150JBV3     BB             AA
           1-A-22     02150JBW1     BB             AA
           1-A-23     02150JBX9     BB             AA
           1-A-24     02150JBY7     BB             AA
           1-A-25     02150JBZ4     BB             AA
           1-A-26     02150JCA8     BB             AA
           1-A-27     02150JCB6     BB             AA
           1-A-28     02150JCC4     BB             AA
           1-A-29     02150JCD2     BB             AA
           1-A-30     02150JCE0     BB             AA
           1-A-31     02150JCF7     BB             AA
           1-A-32     02150JCG5     BB             AA
           1-A-33     02150JCH3     BB             AA
           1-A-34     02150JCJ9     BB             AA
           1-A-35     02150JCK6     BB             AA
           1-A-36     02150JCL4     BB             AA
           1-A-37     02150JCM2     BB             AA
           1-A-38     02150JCN0     BB             AA
           1-A-39     02150JCP5     BB             AA
           1-A-40     02150JCQ3     BB             AA
           2-A-1      02150JAT9     B              BB
           2-A-2      02150JAU6     BB             AA
           2-A-3      02150JAV4     BB             AA
           2-A-4      02150JAW2     B              BB
           2-A-5      02150JAX0     B              BB
           2-A-7      02150JCR1     BB             AA
           2-A-8      02150JCS9     BB             AA
           2-A-9      02150JCT7     BB             AA
           2-A-10     02150JCU4     B              AA
           2-A-11     02150JCV2     BB             AA
           2-A-12     02150JCW0     BB             AA
           2-A-13     02150JCX8     BB             AA
           2-A-14     02150JCY6     BB             AA
           2-A-15     02150JCZ3     BB             AA
           2-A-16     02150JDA7     B              AA
           2-A-17     02150JDB5     BB             AA
           2-A-18     02150JDC3     BB             AA
           2-A-19     02150JDD1     BB             AA
           2-A-20     02150JDE9     BB             AA
           2-A-21     02150JDF6     BB             AA
           2-A-22     02150JDG4     BB             AA
           2-X        02150JAZ5     BB             AA
           PO         02150JBC5     B              AA
           B-4        02150JBJ0     D              CC

           American Home Mortgage Assets Trust 2005-2
                           Series 2005-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           2-B-3      02660VBN7     D              CC
           1-B-4      02660VBE7     D              CC

                   RALI Series 2006-QS13 Trust
                         Series 2006-QS13

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           I-A-1      75115DAA3     B              BBB
           I-A-4      75115DAD7     B              BB
           I-A-5      75115DAE5     B              BBB
           I-A-6      75115DAF2     B              BB
           I-A-7      75115DAG0     B              AAA
           I-A-9      75115DAJ4     B              BB
           I-A-10     75115DAK1     B              BB
           I-A-11     75115DAL9     B              BB
           I-A-P      75115DAN5     B              BB
           II-A-1     75115DAM7     BBB            AA
           II-A-P     75115DBD6     BBB            AA
           II-A-V     75115DBE4     BBB            AAA

                         Ratings Affirmed

                  Alternative Loan Trust 2007-9T1
                         Series 2007-9T1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-16     02150JAR3     B
                 1X         02150JAS1     AA
                 2-A-6      02150JAY8     B
                 3-A-1      02150JBA9     B
                 3-X        02150JBB7     B
                 M-1        02150JBE1     CCC

            American Home Mortgage Assets Trust 2005-2
                           Series 2005-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      02660VAY4     BB+
                 1-X        02660VAZ1     BB+
                 2-A-1-A    02660VBH0     AA
                 2-A-1B     02660VBJ6     B
                 1-B-1      02660VBB3     CCC
                 2-B-1      02660VBL1     CCC
                 1-B-2      02660VBC1     CCC

                    RALI Series 2005-QS13 Trust
                         Series 2005-QS13

                 Class      CUSIP         Rating
                 -----      -----         ------

                 II-A-1     761118HA9     AAA
                 II-A-2     761118HB7     AAA
                 II-A-3     761118HC5     AAA
                 II-A-4     761118HD3     AAA
                 II-A-5     761118HE1     AAA
                 II-A-6     761118HF8     AAA

                  RALI Series 2006-QS13 Trust
                         Series 2006-QS13

                 Class      CUSIP         Rating
                 -----      -----         ------

                 I-A-3      75115DAC9     AAA
                 I-A-2      75115DAB1     AAA
                 I-A-8      75115DAH8     AAA
                 I-A-V      75115DAP0     AAA


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
In Re Kaizen Development, LLC
   Bankr. D. S.C.  Case No. 08-06893
      Chapter 11 Petition Filed October 31, 2008
         Filed as Pro Se

In Re Warehouse 86, LLC
   Bankr. S.D. Miss. Case No. 08-03423
      Chapter 11 Petition Filed November 4, 2008
         See http://bankrupt.com/misc/mssb08-03423p.pdf
         See http://bankrupt.com/misc/mssb08-03423c.pdf

In Re Atkinsons Excavating Construction Inc.
   Bankr. W.D. Ark. Case No. 08-74912
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/akwb08-74912.pdf

In Re Knight, Jesse Thomas III
   Bankr. N.D. Ala. Case No. 08-83892
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/alnb08-83892.pdf

In Re Audobon Copy Shoppe, Inc.
   Bankr. D. Conn. Case No. 08-33961
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/cnb08-33961.pdf

In Re Stetler Cross Ministries, Inc.
   Bankr. W.D. Ky. Case No. 08-11742
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/kywb08-11742.pdf

In Re 1700 Tioga Ave., LLC
   Bankr. W.D. La. Case No. 08-17941
      Chapter 11 Petition Filed December 1, 2008
         Filed as Pro Se
         (The Court entered an order dismissing the case on
          December 3, 2008)

In Re Candy's Pub, Inc.
   Bankr. D. Mass. Case No. 08-31767
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/mab08-31767.pdf

In Re Pulia Contracting, Inc.
       dba Italian Gourmet Foods
   Bankr. D. Md. Case No. 08-25801
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/mdb08-25801.pdf

In Re Spencer C. Young Investments/
       The Courtyard of Chapel Hill, LLC
   Bankr. M.D. N.C. Case No. 08-81852
      Chapter 11 Petition Filed December 1, 2008
         Filed as Pro Se

In Re South Philadephia Drexel Senior LLC
   Bankr. E.D. Pa. Case No. 08-17963
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/paeb08-17963.pdf

In Re Cruz, Luis A.
       dba Panaderia La Familia
       aka Luis Cruz
   Bankr. D. P.R. Case No. 08-08199
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/prb08-08199.pdf

In Re Hudson-Richards, Inc.
   Bankr. E.D. Tex. Case No. 08-43246
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txeb08-43246p.pdf
         See http://bankrupt.com/misc/txeb08-43246c.pdf

In Re Pillsbury Development Corporation
   Bankr. E.D. Tex. Case No. 08-61118
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txeb08-61118.pdf

In Re Saenz, Marcus
       aka Saenz Investments
       aka Americas Custom Homes
       aka Mark Saenz
   Bankr. W.D. Tex. Case No. 08-12398
      Chapter 11 Petition Filed December 1, 2008
         Filed as Pro Se

In Re CC Sports & More, L.C.
       fka Peter Pan Day School, Inc.
   Bankr. S.D. Tex. Case No. 08-20681
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txsb08-20681.pdf

In Re Charloine, Gary John
   Bankr. S.D. Tex. Case No. 08-37698
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txsb08-37698.pdf

In Re Do, Doi Thi
   Bankr. S.D. Tex. Case No. 08-37728
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txsb08-37728.pdf

In Re Chido, Inc.
   Bankr. W.D. Tex. Case No. 08-32013
      Chapter 11 Petition Filed December 1, 2008
         See http://bankrupt.com/misc/txsb08-32013.pdf

In Re Linebarger, Cynthia L.
       aka Linebarger, Cynthia Norland
       aka Linebarger, Cynthia Louise
   Bankr. C.D. Calif. Case No. 08-13216
      Chapter 11 Petition Filed December 2, 2008
         Filed as Pro Se

In Re Red Bluff Ford-Mercury, Inc.
   Bankr. E.D. Calif. Case No. 08-37753
      Chapter 11 Petition Filed December 2, 2008
       See http://bankrupt.com/misc/caeb08-37753.pdf

In Re Alyn Properties, LLC
   Bankr. N.D. Ga. Case No. 08-84785
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/ganb08-84785.pdf

In Re Lithonia Gas Food & Liquor, LLC
   Bankr. N.D. Ga. Case No. 08-84766
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/ganb08-84766p.pdf
         See http://bankrupt.com/misc/ganb08-84766c.pdf

In Re McBride, Denise
   Bankr. N.D. Ga. Case No. 08-84844
      Chapter 11 Petition Filed December 2, 2008
         Filed as Pro Se

In Re Soteria Construction Group, Inc.
   Bankr. N.D. Ga. Case No. 08-84860
      Chapter 11 Petition Filed December 2, 2008
         Filed as Pro Se

In Re Soteria Loss Prevention Firm, Inc.
       aka Soteria Force Loss Prevention
       aka Soteria Force Loss Prevention, Inc.
   Bankr. N.D. Ga. Case No. 08-84892
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/nvb08-84892.pdf

In Re Kepler, Howard Theodore
   Bankr. N.D. Ind. Case No. 08-14166
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/innb08-14166.pdf

In Re Agape Bail Bond
   Bankr. W.D. La. Case No. 08-13570
      Chapter 11 Petition Filed December 2, 2008
         Filed as Pro Se

In Re KW Buildings, Inc.
       dba K & W Construction
   Bankr. D. Neb. Case No. 08-83108
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/neb08-83108.pdf

In Re IDC Ohio Holdings, LLC
   Bankr. W.D. Pa. Case No. 08-28049
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/pawb08-28049.pdf

In Re The Kid Company Two - West Mifflin, Inc.
   Bankr. W.D. Pa. Case No. 08-28054
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/pawb08-28054.pdf

In Re McWilliams, Julio Armando Ortiz
       aka McWilliams, Dennis Ortiz
       Fuster, Amalia Eugenia Cardona
   Bankr. D. P.R. Case No. 08-08220
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/prb08-08220.pdf

In Re Nelson, Gary Lee Jr.
   Bankr. M.D. Tenn. Case No. 08-11362
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/tnmb08-11362.pdf

In Re Platina Energy Group, Inc.
   Bankr. S.D. Tex. Case No. 08-20686
      Chapter 11 Petition Filed December 2, 2008
         See http://bankrupt.com/misc/txsb08-20686p.pdf
         See http://bankrupt.com/misc/txsb08-20686c.pdf

In Re Wildcat Energy Corp
   Bankr. S.D. Tex. Case No. 08-20690
      Chapter 11 Petition Filed December 2, 2008
       See http://bankrupt.com/misc/txsb08-20690.pdf

In Re 32nd & Cactus Dental, LLC
   Bankr. D. Ariz. Case No. 08-17452
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/azb08-17452.pdf

In Re Ahmad, Ralph
      Ahmad, Ashvinder
   Bankr. D. Nev.  Case No. 08-52358
      Chapter 11 Petition Filed December 3, 2008
         Filed as Pro Se

In Re Bear Swamp Liquidators, LLC
   Bankr. D. N.J. Case No. 08-34083
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/njb08-34083.pdf

In Re Cherry Kosher Inc.
       aka Cherry Kosher, LLC
       aka Cherry Hill Kosher Meat Market
   Bankr. D. N.J. Case No. 08-34073
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/njb08-34073.pdf

In Re Pollo Pennington Road, LLC
   Bankr. D. N.J. Case No. 08-34064
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/njb08-34064.pdf

In Re R&N Realty Holding Inc.
   Bankr. E.D. N.Y. Case No. 08-48245
      Chapter 11 Petition Filed December 3, 2008
         Filed as Pro Se

In Re CS Becker Holdings
       dba Floor n More
   Bankr. M.D. Pa. Case No. 08-04511
      Chapter 11 Petition Filed December 3, 2008
         Filed as Pro Se

In Re Cicero, Peter M.
   Bankr. W.D. Pa. Case No. 08-28056
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/pawb08-28056.pdf

In Re The Village Inn & Pub, A Partnership
   Bankr. W.D. Pa. Case No. 08-12232
      Chapter 11 Petition Filed December 3, 2008
         See http://bankrupt.com/misc/pawb08-12232.pdf

In Re BRM Family, LLC
   Bankr. D. Utah Case No. 08-28521
      Chapter 11 Petition Filed December 3, 2008
         Filed as Pro Se

In Re Moss, Robert William III
   Bankr. M.D. La. Case No. 08-11662
      Chapter 11 Petition Filed December 4, 2008
         See http://bankrupt.com/misc/lamb08-11662p.pdf
         See http://bankrupt.com/misc/lamb08-11662c.pdf

In Re Estate of Tagawattie Pawaroo
   Bankr. E.D. N.Y. Case No. 08-48289
      Chapter 11 Petition Filed December 4, 2008
         Filed as Pro Se

In Re Lampe, Harold C. Jr.
   Bankr. E.D. Pa. Case No. 08-18025
      Chapter 11 Petition Filed December 4, 2008
         See http://bankrupt.com/misc/paeb08-18025.pdf

In Re Gatherings Senior Nutrition Service, Inc.
   Bankr. M.D. Tenn. Case No. 08-11418
      Chapter 11 Petition Filed December 4, 2008
         See http://bankrupt.com/misc/tnmb08-11418.pdf

In Re SAT Enterprises, LLC
   Bankr. M.D. Tenn. Case No. 08-11439
      Chapter 11 Petition Filed December 4, 2008
         See http://bankrupt.com/misc/tnmb08-11439.pdf

In Re Colossal Group Corp.
   Bankr. E.D. Va. Case No. 08-17613
      Chapter 11 Petition Filed December 4, 2008
         See http://bankrupt.com/misc/vaeb08-17613.pdf

In Re WSR Publishing, Inc.
       dba Widescreen Review
   Bankr. C.D. Calif. Case No. 08-27358
      Chapter 11 Petition Filed December 5, 2008
         See http://bankrupt.com/misc/cacb08-27358.pdf

In Re Ahmad, Ali Mohyee
       aka Ali Mohyee
       dba Centaur Financial Services
   Bankr. N.D. Calif. Case No. 08-12615
      Chapter 11 Petition Filed December 5, 2008
         Filed as Pro Se

In Re Edinburg Investments, LLC
   Bankr. S.D. Calif. Case No. 08-12481
      Chapter 11 Petition Filed December 5, 2008
         See http://bankrupt.com/misc/casb08-12481p.pdf
         See http://bankrupt.com/misc/casb08-12481c.pdf

In Re Zaczac, Georgi Sr.
       aka George Zaczac
   Bankr. M.D. Fla. Case No. 08-11612
      Chapter 11 Petition Filed December 6, 2008
         Filed as Pro Se

In Re Harris, Phillip Adrian
   Bankr. N.D. Calif. Case No. 08-57088
      Chapter 11 Petition Filed December 8, 2008
         See http://bankrupt.com/misc/canb08-57088.pdf

In Re Fitzsimons, Deborah A.
       aka Basile, Deborah A.
   Bankr. N.D. Ill. Case No. 08-33516
      Chapter 11 Petition Filed December 8, 2008
       See http://bankrupt.com/misc/ilnb08-33516p.pdf
       See http://bankrupt.com/misc/ilnb08-33516c.pdf

In Re Liss, Martin William
   Bankr. D. N.J.  Case No. 08-34383
      Chapter 11 Petition Filed December 8, 2008
         Filed as Pro Se

In Re Austin, Anuola
   Bankr. E.D. N.Y. Case No. 08-48366
      Chapter 11 Petition Filed December 8, 2008
         See http://bankrupt.com/misc/nyeb08-48366.pdf

In Re Hart, Colin C.
   Bankr. W.D. N.Y. Case No. 08-15341
      Chapter 11 Petition Filed December 8, 2008
         See http://bankrupt.com/misc/nywb08-15341.pdf

   In Re Hart Associates of Springville, Inc.
      Bankr. W.D. N.Y. Case No. 08-15340
         Chapter 11 Petition Filed December 8, 2008

In Re Liberty Real Estate Holdings, LLC
       dba Symphony Homes Construction
   Bankr. E.D. Mich. Case No. 08-35132
      Chapter 11 Petition Filed December 9, 2008
         See http://bankrupt.com/misc/mieb08-35132.pdf

In Re Mortgage Net, Inc.
   Bankr. S.D. W.Va. Case No. 08-21200
      Chapter 11 Petition Filed December 9, 2008
         See http://bankrupt.com/misc/wvsb08-21200p.pdf
         See http://bankrupt.com/misc/wvsb08-21200c.pdf



                             *********

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
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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