TCR_Public/081212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 12, 2008, Vol. 12, No. 296

                             Headlines


26-01 ASTORIA: Court Declines to Approve Disclosure Statement
ACE AVIATION: Plans to Distribute Air Canada to Investors
ACE AVIATION: Investors Want All Directors Removed from Board
ADVANCED MICRO: Moody's Cuts Corporate Family Rating to 'B3'
AESOP FUNDING: S&P Downgrades Rating on Class A-3 Notes to 'B+'

ALLRIDES INC: Voluntary Chapter 11 Case Summary
AMERICAN ACHIEVEMENT: Terminated Deal Cues Moody's Junk Rating
ANTARCTICA CFO: Moody's Downgrades Ratings on Four Note Classes
BANK OF AMERICA: Fitch Junks Series 2006-3 $410.3 Million Notes
BCIF GROUP: Case Summary & 12 Largest Unsecured Creditors

BEAR STEARNS: Ambac Assurance Sues EMC For Fraudulent Loans
BEAR STEARNS: Asks Court to Dismiss Funds' Liquidator Suit
BEAR STEARNS: BofA Sues BSAM for Fraud, Breach of Contract
BEAR STEARNS: ERISA Plaintiffs Oppose Consolidation of Suits
BIRMINGHAM-JEFFERSON: S&P's Outlook on Tax Bonds B Rating Is Pos.

BLOCK COMMUNICATIONS: Weakening Business Cues S&P's Neg. Outlook
BREAKWATER RESOURCES: Posts $34.9 Mil Net Loss 9-Mo. 2008
BTWW RETAIL: Boot Barn Completes Acquisition of $14 Retail Stores
BUILDING MATERIALS: S&P Withdraws 'CCC' Ratings at Co. Request
CBA COMMERCIAL: S&P Cuts Rating on Class M-6 Certificates to 'D'

CHRYSLER LLC: Auto Parts Suppliers Ask Co. for Advance Payments
CHRYSLER LLC: Credit Unions to Extend $10 Billion in Loans
CIRCUIT CITY: Keeps Insurance Policies, Pays $410,000
COW CREEK: Fitch Junks Rating; Concurrently Withdraws Ratings
CULLIGAN INTERNATIONAL: Moody's Holds 'B3' CFR; Outlook Negative

CUSTOMER ASSET: S&P Cuts Counterparty Credit Rating to 'BB'
DALTON CORP: Files for Chapter 11 Protection in Indiana
DAW LOS ANGELES: Voluntary Chapter 11 Case Summary
DBSI INC: Wachovia Plaza Owners Want to Terminate Master Lease
DELTA AIR LINES: Expands Marketing Alliance With Alaska Air

DELTA AIR LINES: Issues Investor Update for December 2008
DT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
DT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
EDUCATION LOAN: Moody's Cuts Rating on 2004B Loan Notes to 'B3'
EMPIRE LAND: Court Converts Case to Chapter 7 Liquidation

EQUITY MEDIA: Silver Point Asks Court for Co.'s Liquidation
EXIDE TECH: Wants Claims Objection Deadline Moved to Jan. 30
FEDERAL-MOGUL: Carl Icahn Increases Stake to 75.69%
FEDERAL-MOGUL: Claims Objection Deadline Moved to June 27
FEDERAL-MOGUL: Inks Deal with Tersigni Consulting on Overbilling

FEDERAL-MOGUL: Asks for Court Approval for Carfel Deal
FORD MOTOR: Credit Unions to Extend $10 Billion in Loans
FPL ENERGY: S&P Downgrades Ratings on $125 Mil. Bonds to 'BB-'
GARRETT INVESTMENT: Case Summary & Largest Unsecured Creditor
GARRETT INVESTMENT: Case Summary & Largest Unsecured Creditor

GATEWAY ETHANOL: May Employ ICM Inc. to Evaluate Ethanol Plant
GATEWAY ETHANOL: Gets Go-Ahead to Sell Corn, Milo and Mill Dust
GENERAL MOTORS: Hires Lawyers & Bankers to Mull Chapter 11 Filing
GENERAL MOTORS: Ind. Fiduciary Extends Share Trading Blackout
GLOBAL GENERAL: Files for Chapter 15 Bankruptcy in New York

GLOBAL GENERAL: Voluntary Chapter 15 Case Summary
GENERAL MOTORS: Suppliers Seek Advance Payments
GENERAL MOTORS: Credit Unions to Extend $10 Billion in Loans
GMACM MORTGAGE: Moody's Downgrades Ratings on Five Cert. Classes
GRF MEDSPA: Case Summary & Four Largest Unsecured Creditors

GROWERS DIRECT: CFO K. Muhuri Owns 570,000 Shares
GROWERS DIRECT: Board Appoints Sean Tan as CEO and President
GROWERS DIRECT: September 30 Balance Sheet Upside-Down by $2.9MM
GUIDED THERAPEUTICS: To Issue $2.3 Million 15% Sub. Secured Notes
HARTFORD/NORTHWEST: Voluntary Chapter 11 Case Summary

HERFF JONES: Terminated Deal Cues Moody's to Withdraws Ratings
HINES HORTICULTURE: Court Approves Sale Bidding Procedures
HORIZON LINES: S&P Cuts Rating on Senior Unsecured Notes to 'B-'
IFLOOR INC: Gets Initial Approval to Use Square 1 Cash Collateral
IFLOOR INC: Blames Bankruptcy on Weakening Economy

INVESTMENT EQUITY: Files First Plan of Reorganization
ISATIS INTERNATIONAL: Case Summary & 4 Largest Creditors
KB TOYS: Case Summary & 40 Largest Unsecured Creditors
KB TOYS: Files for 2nd Chapter 11 Protection; To Start GOB Sales
KEANE INTERNATIONAL: Moody's Cuts Corporate Family Rating to 'B2'

LA REINA: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Neuberger Sale Valued at $1.2 Billion
LENDINGCLUB CORP: Sept. 30 Balance Sheet Upside Down by $11.5 Mil.
LIBERTY MEDIA: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Neg.
LOANCARE'S RESI: Fitch Downgrades Residential Servicer Ratings

LOUISIANA PACIFIC: Moody's Cuts Corporate Family Rating to 'Ba3'
MDWERKS INC: Stockholders OK Amendment to COI, Elect Directors
MDWERKS INC: Inks Loan and Securities Purchase Deal with Lender
MDWERKS INC: Posts $9MM Net Loss Nine Month ended September 30
MERRILL LYNCH: Fitch Junks Ratings on $39.8 Mil. Class G Notes

MERRILL LYNCH: Moody's Cuts Ratings on 14 Certificate Classes
MHP SA: Moody's Assigns Corporate Family Rating of 'B3'
MICHAEL VICK: Creditors Balk at Disclosure Statement
MICHAELANGELO GONZALEZ: Case Summary & 20 Largest Creditors
NETVERSANT SOLUTIONS: Section 341(a) Meeting Set for December 29

NETVERSANT SOLUTIONS: U.S. Trustee Forms 3-Member Creditor Panel
NETVERSANT SOLUTIONS: Court Approves Sale Bidding Procedures
NEUMANN HOMES: Antioch Village Wants FDCM to Comply With Deal
NEUMANN HOMES: Court Lets BofA Foreclose on Sky Ranch Property
NEW YORK TIMES: In Talks With Lenders Over Coming Debt Payments

EDGE METAL: Ch. 7 Trustee Has $16,500 Bid for Personal Property
OEM/ERIE: Plan Administrator Settles Jamestown Container's Claim
OFFICE DEPOT: Will Close 112 Underperforming Stores
ONE COMMUNICATIONS: S&P Keeps 'B-' Corporate Credit Rating
PJC SANITATION: Case Summary & 12 Largest Unsecured Creditors

PLATINUM STUDIOS: Sept. 30 Balance Sheet Upside Down by $6.1 Mil.
PRIME MORTGAGE: Moody's Downgrades Ratings on Two Cert. Classes
PROVIDENCE SERVICE: S&P Cuts Corporate Credit Rating to 'B-'
REDBEND PARTNERS: Case Summary & 40 Largest Unsecured Creditors
REFCO INC: Court Expunges $600 Mil. Claim by Former President

REFCO INC: Pacific Inks Preliminary Settlement w/ Sandler
REFCO INC: RCM Administrator Proposes to Pay Stilton Claims
REFCO INC: Tone Grant Serves Sentence In Minnesota Prison
REICHHOLD INDUSTRIES: Moody's Reviews B1 CFR for Likely Downgrade
REHRIG INTERNATIONAL: Auction Sale of Battle Creek Facility Okayed

REHRIG INTERNATIONAL: Wants Plan Filing Period Extended to May 1
ROCKETINFO INC: Sept. 30 Balance Sheet Upside Down by $310,060
ROL-LAND FARMS: Ontario Court Grants Protection Under CCAA
ROYAL CARIBBEAN: S&P Downgrades Rating on $45 Mil. Certs. to 'BB'
SCIENS CFO: Moody's Downgrades Ratings on Four Security Classes

SHAFFER & SON: Taking Bids for Seven Homes in Various Stages
SINOFRESH HEALTHCARE: Sept. 30 Balance Sheet Upside Down by $2.8MM
SOLUTIA INC: Challenges Morgan County, Alabama Tax Law
SOLUTIA INC: Seeks Court OK for $600,000 Settlement With DuPont
SPRINT NEXTEL: Moody's Downgrades Senior Debt Rating to 'Ba2'

SPROTT MOLYBDENUM: Exploring Possible Liquidation; Shares Up
SYNTAX-BRILLIAN: Court Suspends Chapter 11 Examiner Services
TELETOUCH COMMUNICATIONS: Auditor Raises Going Concern Doubt
TEREX CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba2'
TEXAS NATIONAL BANK: Weiss Ratings Assigns "Very Weak" E- Rating

TRIBUNE CO: Chapter 11 Filing Exposes Risks of ESOPs
TRIBUNE CO: S&P's Ratings on Class A & B Certs. Tumble to 'D'
TRIBUNE CO: SATURNS to Wind-down Bonds on Chapter 11 Bankruptcy
TRIBUNE CO: Scripps Cuts Offer for 31% Stake in Food Network
UMPQUA INDIANS: Fitch Withdraws Junk Issuer Rating & Tax Bonds

UNITED SITE: Weak Market Cues S&P to Junk Corp. Credit Rating
UNIVISION COMMS: Moody's Lowers Corporate Family Rating to 'B3'
VIEW SYSTEMS: Directors Acquire 10 Million Shares of Stock
VIEW SYSTEMS: Discloses 16,247,163 Shares Issued and Outstanding
VIEW SYSTEMS: Issues 10MM Shares, Discloses New Majority Ownership

VIEW SYSTEMS: September 30 Balance Sheet Upside-Down by $743,077
W.R. Grace: Confirmation Hearings Set for April & June 2009
W.R. GRACE: Insurers Want Documents Declared Confidential
W.R. GRACE: FMR Entities Disclose 10.55% Equity Stake in Grace
W.R. GRACE: Settlement With Tersigni Consulting Approved

WASTEQUIP INC: High Leverage Cue Moody's to Downgrade Ratings
WCI COMMUNITIES: Appoints Russell Devendorf as CFO
WCI COMMUNITIES: Delays Filing Of 2008 3rd Quarter Results
WCI COMMUNITIES: Kraft Wants to Serve Subpoenas on Gateway
WCI COMMUNITIES: Gateway, et al., File Schedules & Statements

WEST VALLEY FINANCIAL: Voluntary Chapter 11 Case Summary
WINSTAR COMMUNICATIONS: Blackstone to Receive Payment for Claims
WINSTAR COMMUNICATIONS: Lucent Appeals $188MM Preference Order
WINSTAR COMMUNICATIONS: Trustee Taps C&W as Consultants
WINSTAR COMMUNICATIONS: Trustee Taps Walker Nell as Accountants

WHITE MARLIN: Moody's Downgrades US$24 Mil. Original Swap to 'B1'

* Fitch Puts Ratings Seven U.S. Auto Suppliers on Negative Watch
* Fitch Rates Stock under Treasury's Capital Purchase Program
* Fitch Revises Outlook for U.S. Equity REITs to Negative for 2009
* Fitch Says Healthcare Outlook Negative Due to Economic Pressure
* Moody's Reports Modeled Weighted Average Rating for TRUP CDOs

* Moody's Says Outlook for Infrastructure Issuers is Stable
* S&P Cuts Rating on Class B-4 From Alt. Loan Trust 2005-85CB to D
* S&P Junks Ratings on Four Classes From Four RMBS Deals
* S&P's Investment-Grade & Spec.-Grade Composite Spreads Widen

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors


                             *********

26-01 ASTORIA: Court Declines to Approve Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York, in
a hearing held on Dec. 9, 2009, denied the approval of 26-01
Astoria Development LLC's Disclosure Statement "without prejudice
on grounds of prematurity".  The Court has yet to issue a written
order.

As reported in the Troubled Company Reporter on Oct. 6, 2008,
26-01 Astoria Development LLC delivered to the Court a Disclosure
Statement explaining its Plan of Reorganization.

                      Funding of the Plan

The plan contemplates the sale of the property and funding of
distributions from the sale proceeds.  Under the plan,
distributions will be funded from either:

   a) cash assets of the Debtor,
   b) non-cash assets of the Debtor,
   c) sale of the Debtor's property, and
   d) other assets that may be identified by the Debtor prior to
      confirmation.

                       Treatment of Claims

All administrative claims, including claims for professional
compensation and reimbursement, postpetition ordinary course
liabilities and postpetition tax claims, will be paid in cash and
in full.

Class 1 priority claims will receive payment in full.

Class 2 New York City Secured Tax Claim will be paid in full.

Class 3 Stillwater Secured Claim, totaling $7,279,439, will
receive cash in the full amount of the secured claim.

Class 4 unsecured claims, totaling $2,700,000, will receive full
payment.

All Class 5 allowed interest holders will retain their interests
to the same extent as they existed prior to the bankruptcy filing.

A full-text copy of the Debtor's Disclosure Statement is available
for free at http://researcharchives.com/t/s?3359

Based in Astoria, New York, 26-01 Astoria Development LLC is
involved in real estate development.  The company filed for
Chapter 11 protection on June 19, 2008 (Bankr. E.D. N.Y. Case No.
08-43900).  Robert R. Leinwand, Esq., and Arnold Mitchell Greene,
Esq., at Robinson Brog Leinward Greene Genovese & Gluck PC,
represent the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$15,250,000 and total debts of $9,979,439.


ACE AVIATION: Plans to Distribute Air Canada to Investors
---------------------------------------------------------
ACE Aviation Holdings Inc. (ACE) said Dec. 10 it's offering to
purchase all of its outstanding 4.25% convertible senior notes and
preferred shares and seeking court and shareholder approvals to
liquidate and distribute assets to shareholders.

According to Bloomberg News, Robert Milton, CEO of ACE, has been
looking for ways to wind up the company for at least a year after
selling off most assets other than Air Canada, including regional
carrier Jazz and the Aeroplan frequent-flier program.  ACE expects
to hold a shareholder meeting on the plan in February.

              Distribution of Assets to Shareholders

ACE intends to seek court and shareholder approvals for a plan of
arrangement pursuant to which a court appointed liquidator will
proceed with the distribution of ACE's net assets, including its
shares in Air Canada, in an orderly fashion, after providing for
outstanding liabilities and costs of the transaction, and
thereafter to voluntarily dissolve.

As at December 10, 2008, ACE's principal assets consisted of its
cash and cash equivalents in the aggregate amount of approximately
Cdn$811 million, its 75% interest in Air Canada and its 27.8%
interest in Aero Technical Support & Services Holdings sarl. As at
December 10, 2008, ACE's principal obligations consisted of its
outstanding Notes with an aggregate principal amount of
Cdn$322.7 million and estimated wind-up and other obligations of
approximately Cdn$26 million.  In addition, as at December 10,
2008, the aggregate fully accreted value of the Preferred Shares
was Cdn$307.6 million.

The transaction, if approved, will proceed by way of a court
approved plan of arrangement pursuant to the Canada Business
Corporations Act. The plan of arrangement will be subject to
customary conditions for approval of a plan of arrangement,
including regulatory approvals and the favorable vote of ACE's
shareholders (on a basis to be determined by the court)
represented at a special meeting of ACE's shareholders called to
consider the transaction.  In accordance with applicable corporate
and securities regulatory requirements, the terms and conditions
of the plan of arrangement will be disclosed in an information
circular to be mailed to shareholders of ACE. Subject to court and
regulatory approvals, it is expected that the information circular
will be mailed to shareholders of ACE in January 2009 and that the
special meeting of shareholders of ACE will be held in February
2009.

                Purchase for Cancellation of Notes

ACE Aviation's Board of Directors has authorized a substantial
issuer bid to purchase for cancellation all of its outstanding
4.25% Convertible Senior Notes due 2035 at a purchase price of
Cdn$900 in cash for each Cdn$1,000 principal amount of Notes.  No
accrued interest will be paid by ACE in respect of Notes tendered
under the Note Offer. The Note Offer will expire at 5:00 p.m.
(Montreal time) on January 19, 2009, unless withdrawn or extended
by ACE.

The Notes trade on the Toronto Stock Exchange under the symbol
ACE.NT.A. On December 10, 2008, there were outstanding Notes in
the aggregate principal amount of Cdn$322,746,000.

The Note Offer is not conditional upon any minimum number of Notes
being deposited, however, the Note Offer is subject to certain
other conditions, including regulatory approval. Full particulars
of the terms and conditions of the Note Offer will be contained in
the Offer to Purchase and Issuer Bid Circular and related
documents which will be filed with applicable securities
regulatory authorities in Canada and the United States and mailed
to holders of Notes on or about December 12, 2008.

The Note Offer includes the independent formal valuation of Ernst
& Young LLP, which based on the scope of their review and subject
to the assumptions, restrictions and limitations provided therein,
concludes that the fair market value of the Notes, per Cdn$1,000
principal amount, at December 9, 2008 ranges from approximately
Cdn$825 to Cdn$875, or a mid-point of Cdn$850.

              Offer to Purchase Preferred Shares

ACE's Board of Directors has also authorized a substantial issuer
to indirectly purchase for cancellation all of its outstanding
Preferred Shares at a purchase price of Cdn$20.00 in cash per
Preferred Share.

ACE has obtained an advance income tax ruling from the Canada
Revenue Agency dated December 8, 2008 which provides that the
purchase structure to be used under the Preferred Share Offer does
not result in "taxable preferred shares" or "short-term preferred
shares" being purchased, which could have resulted in Part VI.1
tax being payable by ACE upon the purchase or redemption of its
Preferred Shares at a tax rate of 50% of the purchase or
redemption price.  The tax ruling is binding in respect of
transactions completed by May 31, 2009.

The Preferred Share Offer will expire at 5:00 p.m. (Montreal time)
on January 19, 2009, unless withdrawn or extended by ACE. On
December 10, 2008, there were 12,500,000 Preferred Shares issued
and outstanding. The Preferred Shares are not listed for trading
on the Toronto Stock Exchange or any other exchange.

The Preferred Share Offer is not conditional upon any minimum
number of Preferred Shares being deposited, however, the Preferred
Share Offer is subject to certain other conditions, including
regulatory approval. Full particulars of the terms and conditions
of the Preferred Share Offer will be contained in the Offer to
Purchase and Issuer Bid Circular and related documents which will
be filed with applicable securities regulatory authorities in
Canada and mailed to holders of Preferred Shares on or about
December 12, 2008.

The Preferred Share Offer includes the independent formal
valuation of Ernst & Young LLP, which based on the scope of their
review and subject to the assumptions, restrictions and
limitations provided therein, concludes that the fair market value
of the Preferred Shares at December 9, 2008 ranges from
approximately Cdn$19.75 to Cdn$20.75, or a mid-point of Cdn$20.25.

About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.


ACE AVIATION: Investors Want All Directors Removed from Board
-------------------------------------------------------------
ACE Aviation Holdings Inc. said its Board of Directors has
received from West Face Long Term Opportunities Limited
Partnership, West Face Long Term Opportunities (USA) Limited
Partnership and West Face Long Term Opportunities Master Fund L.P.
a formal requisition for a special meeting of the shareholders of
ACE to be called for these purposes:

   (i) to consider an ordinary resolution to remove from office
       all of the current directors of ACE;

  (ii) to set the size of the board of directors of ACE at such
       number as the shareholders may determine at the meeting;

(iii) to elect directors to hold office until the next annual
       meeting of the shareholders of ACE; and

  (iv) to conduct such other business as may properly come before
       the meeting, including matters necessary or desirable to
       implement the foregoing.

As at November 30, 2008, WFCI is deemed to exercise, control or
direction over 3,915,325 Class A Shares of ACE Aviation.  This
represents approximately 15.68% of the issued and outstanding
Class A Shares of ACE, based on 24,966,000 Class A Shares
currently outstanding as at November 28, 2008 as reported by the
Toronto Stock Exchange.

The Board of Directors said it will consider the requisition and
provide a response to the market in due course.

According to Bloomberg News, ACE's Class A shares rose 7.5%
earlier Dec. 10 after West Face sought to replace the carrier's
board and elect new directors at a special shareholder meeting.
ACE, Bloomberg says, has dropped 88% this year amid doubts about
when and how the company would dissolve itself.

About ACE Aviation

Headquartered in Montreal, Canada, ACE Aviation Holdings Inc.
(Toronto: ACE-A.TO) -- http://www.aceaviation.com/-- is the
parent holding company of Air Canada, Aeroplan, Jazz, Air Canada
Technical Services, Air Canada Vacations, Air Canada Cargo, and
Air Canada Ground Handling Services.


ADVANCED MICRO: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service downgraded Advanced Micro Devices'
corporate family rating to B3 from B2.  At the same time, the
rating on the $390 million senior note due 2012 was revised to
Caa1 (LGD4, 59%) from B3.  The outlook is negative.

The downgrade was prompted by the company's announcement that
fourth quarter 2008 results will be significantly weaker than
anticipated.  Combined with Moody's expectation that revenue will
remain depressed through 2009, Moody's believes that AMD's
profitability and cash flow will remain negative, placing
incremental stress on the company's liquidity.

In a press release dated October 7, 2008, Moody's stated that "the
ratings could be reviewed for possible downgrade to the extent
that operational progress fails to materialize and/or if the
transaction is not consummated".  While Moody's expects that the
company's "asset smart" strategy is still on track to close early
in the first quarter of 2009, two negative elements have developed
that prompted the downgrade.

First, following improved results in the company's third quarter,
the sudden and sharp downturn in end demand for personal
computers, servers, and consumer electronics has contributed to
AMD's significant downward revision to revenue in the fourth
quarter.  AMD now expects revenue to decline sequentially by 25%
to approximately $1.2 billion.  (AMD's chief competitor, Intel,
currently expects an approximate 12% sequential revenue decline in
the December quarter).

Given the high fixed cost nature of the microprocessor business,
Moody's expects that a significant portion of the revenue
shortfall will fall to the bottom line, resulting in an operating
loss of approximately $350 million to $400 million in the fourth
quarter, excluding any potential restructuring charges.  Given
Moody's expectation of continued weak demand for AMD's end
markets, along with the sector's "normal" seasonal decline in the
first quarter of 2009 (typically mid single digit sales declines),
Moody's expects that AMD will suffer a similar operating loss in
the first quarter.  This represents a sharp reversal from the
company's recent trend toward break even operating profit.

Second, the company's "asset smart" agreement has been
renegotiated such that AMD would receive approximately
$182 million less cash at closing, based on AMD's current stock
price.  The "asset smart" agreement calls for AMD to receive
$700 million in cash at closing by forming a manufacturing joint
venture with the Advanced Technology Investment Company of Abu
Dhabi.  At the same time, the Mubadala Development Company is
expected to buy an additional 58 million shares of AMD common
stock.  This latter investment is currently valued at
approximately $182 million less than when the agreement was
announced on October 7, 2008.  Mubadala currently owns
approximately 8% of AMD following an initial equity investment in
October 2007.  The joint venture will also assume approximately
$1.1 billion of AMD's debt.

For the quarter ended September 2008, AMD had $1.34 billion of
cash and marketable securities.  Of this amount, $180 million
consisted of auction rate securities, which Moody's views as
illiquid.  Moody's expects that AMD will have about $1.1 billion
of cash and marketable securities at the end of December 2008,
which includes proceeds from the sale of its digital television
business.  Pro forma the completion of the "asset smart"
agreement, Moody's anticipates that AMD would have approximately
$1.9 billion of cash and marketable securities.

Notwithstanding the positive aspects of the joint venture plan (a
meaningful boost to AMD's liquidity, some debt reduction, and
importantly, a significant reduction in AMD's capital expenditure
requirements post closing), the rapidly deteriorating macro demand
environment is likely to extend through 2009 in Moody's view.  As
a result, Moody's believes it is likely that AMD will continue to
lose money and remain free cash flow negative during 2009.
The rating could come under further pressure to extent that the
joint venture agreement is delayed or cancelled, or if AMD
receives less cash as a result of additional renegotiations.  If
the transaction is completed as planned, and subject to a review
of final operating and financial terms, the negative rating
outlook could be stabilized over time if AMD demonstrates a
sustained return to profitability and positive free cash flow.

Ratings downgraded are:

  -- Corporate family rating -- to B3 from B2;

  -- Probability-of-default rating -- to B3 from B2;

  -- $390 million senior unsecured notes due August 2012 -- to
     Caa1 from B3 (LGD4, 59%).

The last rating action for AMD was on October 7, 2008 when Moody's
affirmed the company's B2 corporate family rating and negative
outlook.  The affirmation followed the announcement of a
manufacturing joint venture between AMD and Mubadala Development
Corporation.

AMD'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 AMD's core industry and AMD's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Advanced Micro Devices, Inc., headquartered in Sunnyvale,
California, is the world's second largest designer and
manufacturer of microprocessors.  With an approximate 20% unit
share of the microprocessor market, AMD generated $6.5 billion of
revenues for the twelve months ended September 2008.


AESOP FUNDING: S&P Downgrades Rating on Class A-3 Notes to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-3 rental car asset-backed notes from AESOP Funding II LLC's
series 2004-2 to 'B+' from 'BB'.  The rating remains on
CreditWatch with negative implications.

The rating on the class A-3 notes is weak-linked to the rating on
Avis Budget Car Rental LLC (Avis; B+/Watch Neg/--) because the
current credit enhancement is only sufficient to cover S&P's
stress-case assumption on the market-value risk of the rental
vehicles of the fleet.  The current credit support is not
sufficient to cover the potential loss of lease cash flow if Avis
and its subsidiaries, which sublease the vehicles from Avis,
declare bankruptcy.  The lowered rating on the notes reflects the
downgrade of Avis to B+/Watch Neg/-- on Oct. 24, 2008.

The notes are insured by Financial Guaranty Insurance Co. (FGIC;
CCC/Negative/-- financial strength rating), which was downgraded
on Nov. 24, 2008.  Any future rating changes on the AESOP
Funding II LLC notes will reflect the higher of the ratings
assigned to Avis and FGIC, as S&P noted in the AESOP-related press
release published Sept. 15, 2008.

       Rating Lowered and Remaining on Creditwatch Negative

                      AESOP Funding II LLC
            Rental car asset-backed notes series 2004-2

                               Rating
                               ------
                  Class   To                From
                  -----   --                ----
                  A-3     B+/Watch Neg      BB/Watch Neg


ALLRIDES INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: AllRides, Inc., Debtor
        563 Auto Center Drive #204
        Watsonville, CA 95076

Bankruptcy Case No.: 08-57130

Type of Business: The Debtor sells motorcycle parts Motorcycles,
                  Scooters, Mopeds, and Motorized cycles.

Chapter 11 Petition Date: December 9, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Scott L. Goodsell, Eesq.
                  sgoodsell@campeaulaw.com
                  Campeau, Goodsell Smith
                  440 N. 1st St. #100
                  San Jose, CA 95112
                  Tel: (408) 295-9555

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by president Edward Dodd.


AMERICAN ACHIEVEMENT: Terminated Deal Cues Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service lowered American Achievement Group
Holding Corp.'s corporate family and probability of default rating
to Caa2 from B3 and changed the rating outlook to stable.  Moody's
also lowered the company's senior secured debt to B1 from Ba3, the
senior subordinated notes due 2012 to B3 from B2, the senior
discount notes due 2012 to Caa2 from Caa1 and the senior PIK notes
due 2012 to Caa3 from Caa2.

The change in ratings and outlook is driven by the termination of
the merger between American Achievement and Herff Jones Inc. which
would have been significantly de-levering as well as Moody's
ongoing concerns regarding the company's unsustainable leverage
burden, particularly in the current economic environment.
Although American Achievement may generate modest free cash flow,
in Moody's view, it will not be sufficient to meaningfully reduce
its approximately 10 times debt-to-EBITDA leverage.  Moreover, a
portion of American Achievement's debt continues to accrete which
further exacerbates the company's leverage challenge.  Liquidity
is a concern given the need for improvement in the company's
EBITDA in order to remain comfortably within covenant compliance
during 2009 and the revolving credit facility is due in March of
2010.

Moody's lowered these ratings:

American Achievement Group Holding Corp.

  -- Corporate family rating to Caa2 from B3;

  -- Probability-of-default rating at to Caa2 from B3;

  -- $203 million(current value) Senior PIK notes due 2012 to
     Caa3 (LGD5, 86%) from Caa2 (LGD5, 87%).

AAC Group Holding Corp.

  -- $130 million(current value) Senior discount notes due 2012
     to Caa2 (LGD-4, 59%) from Caa1 (LGD4, 63%).

American Achievement Corporation

  -- $40 million senior secured revolving credit facility due
     2010 to B1 (LGD-1, 6%) from Ba3 (LGD1, 7%);

  -- $75 million senior secured term loan due 2011 to B1 (LGD1,
     6%) from Ba3 (LGD1, 7%).

  -- $150 million senior subordinated notes due 2012 to B3 (LGD3,
     30%) from B2 (LGD3, 34%)

The outlook is changed to stable from developing.

Moody's last rating action was on May 20, 2008 when the outlook
was changed from stable to developing.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.


ANTARCTICA CFO: Moody's Downgrades Ratings on Four Note Classes
---------------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
debt securities of Antarctica CFO I Limited:

EUR 175,500,000 Class A Floating Rate Notes due 2014

  -- Current Rating: Aa3, on review for downgrade
  -- Prior Rating: Aa3, on review for downgrade

EUR 29,250,000 Class B Deferrable Floating Rate Notes due 2014

  -- Current Rating: Ba1, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

EUR 29,250,000 Class C Deferrable Floating Rate Notes due 2014

  -- Current Rating: B3, on review for downgrade
  -- Prior Rating: B1, on review for downgrade

EUR 26,000,000 Class D Deferrable Floating Rate Notes due 2014

  -- Current Rating: Ca, on review for downgrade
  -- Prior Rating: Caa3, on review for downgrade

EUR 4,420,000 Class E Deferrable Floating Rate Notes due 2014

  -- Current Rating: Ca, on review for downgrade
  -- Prior Rating: Ca, on review for downgrade

Originally rated on 30 July 2007, Antarctica CFO I Limited is a
collateralized fund obligation backed by equity interests in a
diversified fund of hedge funds.  The fund is managed by
Antarctica Asset Management Ltd.

The last rating action on the affected securities was on Oct. 30,
2008 when several debt tranches were downgraded and all debt
tranches were maintained on review for further possible downgrade.
The rating action reflects continued deterioration of the net
asset values of the underlying hedge funds within the structure.
The ratings also reflect concern over the vehicle's ability to
liquidate portfolio assets within the covenanted timeframe.


BANK OF AMERICA: Fitch Junks Series 2006-3 $410.3 Million Notes
---------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
four classes of Bank of America Commercial Mortgage Inc., series
2006-3, as follows:

  -- $196.5 million class J to 'CC/DR4' from 'BB+';
  -- $152.3 million class K to 'C/DR6' from 'BB';
  -- $41.8 million class L to 'C/DR6' from 'BB-';
  -- $19.7 million class M to 'C/DR6' from 'B+'.

In addition, Fitch downgrades and revises the Rating Outlooks on
the following classes:

  -- $19.7 million class C to 'A+' from 'AA-'; Outlook Negative;
  -- $31.9 million class D to 'BBB+' from 'A'; Outlook Negative;
  -- $17.2 million class E to 'BBB from 'A-'; Outlook Negative;
  -- $22.1 million class F to 'BB' from 'BBB+'; Outlook Negative;
  -- $17.2 million class G to 'B' from 'BBB'; Outlook Negative;
  -- $22.1 million class H to 'CCC/DR3' from 'BBB-'.

Additionally, Fitch affirms the following with a Stable Outlook:

  -- $24 million class A-1 at 'AAA';
  -- $43.5 million class A-2 at 'AAA';
  -- $60 million class A-3 at 'AAA';
  -- $1.01 billion class A-4 at 'AAA';
  -- $219.1 million class A-A1 at 'AAA';
  -- $196.5 million class A-M at 'AAA';
  -- $152.3 million class A-J at 'AAA';
  -- $41.8 million class B at 'AA';
  -- Interest only class XW at 'AAA'.

Fitch does not rate the $7.4 million class N, the $4.9 million
class O, and the $27 million class P.

The classes have been downgraded due to significant expected
losses on seven of eight single-tenant retail loans, of which
Boscov's Inc. is the borrower and tenant.  Fitch placed four
classes on Rating Watch Negative after Boscov's filed Chapter 11
bankruptcy on Aug. 4, 2008 and has closed these stores.  There are
eight Boscov's loans in this transaction with total principal
balance of $133.1 million (6.8% of the pool) only the seven loans
with total exposure of $117.4 million (6%) are secured by
stores which have closed.

The stores are attached to shopping centers, four of which are
owned by Simon Properties Group, Inc., two by GeneralGrowth
Properties and one by CBL & Associates Properties, Inc.  The malls
are not part of the collateral to the loans.  When Boscov's
acquired these stores from Federated Department Stores in 2006,
the company pledged each individual asset as collateral to finance
the purchases.

The properties are located throughout Pennsylvania and Maryland.
Preliminary Fitch value projections indicate significant losses
when applying estimates of dark values per square foot and the
overall negative outlook for the retail sector.  Fitch will
continue to monitor the status of these loans as additional
information becomes available.

As of the November 2008 distribution date, the pool's aggregate
certificate balance has decreased 1.0% to $1.945 billion from
$1.965 billion at issuance.

At issuance there were two shadow rated loans in the transaction:
One Stamford Forum (5%) and FBI Regional Headquarters (4.5%).  The
FBI Regional Headquarters is a 430,000 square foot (sf) office
building located in Chicago and is 100% occupied by the Federal
Bureau of Investigation.  It retains its investment grade shadow
rating based on stable performance and occupancy levels since
issuance.  One Stamford Forum is a 500,000 sf office building
located in Stamford Connecticut.  It no longer retains its
investment grade shadow rating due to a decline in cash flow.

While the property remains 100% occupied, rental rates have
decreased due to the largest tenant absorbing additional square
footage at a reduced rental rate.  Fitch's updated stressed debt
service coverage ratio based on the Sept. 30, 2008 rent roll is
1.29 times.

Fitch's rating definitions and the terms of use of such ratings
are available on the agency's public site, www.fitchratings.com.
Published ratings, criteria and methodologies are available
from this site, at all times.  Fitch's code of conduct,
confidentiality, conflicts of interest, affiliate firewall,
compliance and other relevant policies and procedures
are also available from the 'Code of Conduct' section of this
site.


BCIF GROUP: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BCIF Group, L.L.C.
        6262 N. Swan Road, Suite 125
        Tucson, AZ 85718

Bankruptcy Case No.: 08-17461

Type of Business: The Debtor operates a construction
                  company.

Chapter 11 Petition Date: December 3, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Scott D. Gibson, Esq.
                  SGibson@gnglaw.com
                  Gibson, Nakamura & Green PLLC
                  2329 N. Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Beth Ford, Pima City                             $32,252
Treasurer
PO Box 98765
Phoenix, AZ 85038-0765

PSOMAS                                           $15,298
800 E. Wetmore Road, Ste. 110
Tucson, AZ 85719

San Lucas Hoa                                    $8,121
c/o Lewis Management Service
180 West Magee, Ste. 134
Tucson, AZ 85704

Tierra Land Services                             $6,952

McEvoy, Daniels & Darcy PC                       $3,275

Statistical Research Inc.                        $2,990

Beach, Fleischman & Co.                          $1,930

Thomas Pace                                      $498

The Print Room                                   $290

Lewis & Rocca                                    $288

Title Security Trust Dept.                       $150

Pamela Gillson                                   $60

The petition was signed by manager Robert P. Zammit.


BEAR STEARNS: Ambac Assurance Sues EMC For Fraudulent Loans
-----------------------------------------------------------
Ambac Assurance Corp. filed a lawsuit in the U.S. District Court
for the Southern District of New York against EMC Mortgage Corp.,
a mortgage unit of Bear Stearns Cos., the Associated Press
reported.  Ambac claims that Bear Stearns leveraged its
reputation and dominance in mortgage finance to entice companies
to insure fraudulent loans.  Ambac seeks unspecified damages
believed to be hundreds of millions of dollars in losses, the
report said.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BEAR STEARNS: Asks Court to Dismiss Funds' Liquidator Suit
----------------------------------------------------------
Ralph Cioffi, Raymond McGarrigal, Scott Lennon, Michelle Wilson-
Clarke, Walkers FS, Deloitte & Touche Cayman Islands, and Bear
Stearns Cos., ask the U.S. District Court for the Southern
District to dismiss the complaint filed by Geoffrey Varga,
voluntary liquidator of Bear Stearns High-Grade Structured Credit
Strategies (Overseas) Ltd., and Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage (Overseas) Ltd.

Mr. Cioffi complains that the core accusation of Mr. Varga's
complaint, which is that the Defendants set up the funds planning
from the outset to fail, is improbable because he cared about his
reputation and would never design a fund to fail.  Mr. Cioffi
adds that the Varga complaint is rife with unacceptable language
choices, like "name calling" and other non-substantive insult
slinging.

Mr. McGarrigal asserts that, with respect to Mr. Varga's first
claim, which alleges breach of contract, should be dismissed
because he was not a party to the contract in question.

Messrs. Lennon and Wilson-Clarke and Walkers FS argue that the
Court lacks personal jurisdiction because they are all located in
the Cayman Islands and that they do not have enough contacts with
New York to sustain general or specific jurisdiction.

Deloitte & Touche asserts that its role in the audit of the Bear
Stearns hedge fund was limited.  Deloitte explains that Deloitte
Cayman only issued audit opinions on the financial statements of
the Overseas Funds and that.  Deloitte complains that Mr. Varga's
complaint fails to allege any particular facts regarding what
Deloitte Cayman did in connection with its audits of the Overseas
Funds that would tie Deloitte Cayman to the Domestic Funds or the
Master Funds.

On behalf of Bear Stearns Cos., Barry H. Berke, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, contends that the
Plaintiffs seek to blame Bear Stearns and others for losses that
the four hedge funds suffered as a result of the unforeseen and
unforeseeable dislocation in the credit markets that began during
the spring of 2007 and is still evolving to this day.

Mr. Berke says Bear Stearns all itself in offering materials as
"speculative," and warned investors of "a substantial risk of
loss, including the possibility of the total loss of an
investment therein."

In addition, Mr. Berke relates that the impact of the credit
market contraction was not limited to the hedge funds because
many sophisticated institutions, including competing hedge funds
and investment banks, suffered and continue to suffer, as a
result of the unforeseen market phenomenon.

Against that backdrop, the opportunistic nature of the litigation
now before the Court is clear, Mr. Berke says.  He explains that
although the amended complaints in the cases are lengthy, the
basic theory is simple:  the Funds' demise, and the attendant
losses, resulted from supposed mismanagement, self-dealing and
fraud, rather than from an unprecedented market dislocation.

Mr. Berke submits that the Navigator, FIC and Varga amended
complaints suffer from defects that compel dismissal as to the
Bear Stearns Defendants.  He points out that with regard to
defendants named in Navigator and Varga, the plaintiffs do little
more than identify those individuals as employees of BSAM or
BS&Co.

Apart from the paucity of particularized, relevant factual
allegations as to the individual Bear Stearns Defendants, the
claims asserted in the cases cannot proceed for a host of other
reasons, including failure to adequately plead demand futility,
lack of standing, exculpation pursuant to the funds' governing
documents and absence of sufficient "scienter" allegations.

Accordingly, Bear Stearns submits that the various pleading
defects in FIC and Varga compel dismissal of the actions in their
entirety as against the Bear Stearns Defendants.  Similarly, the
Court should dismiss all of the claims asserted in the Navigator
amended complaint, with the exception of two limited claims
against BSAM only.

         Tannin Joins Bear Stearns Defendants' Request

Matthew Tannin joins in the arguments made by the Bear Stearns
Defendants that FIC's class claim for breach of contract should
be dismissed because it fails to identify the contracts or
specific provisions that were breached.

Mr. Tannin argues that he was not a party to the agreements
alleged in the complaint and, as a result, cannot be liable for
any breach of the terms.  He notes that the Navigator amended
complaint's class claim for breach of contract suffers from the
same deficiency and should be dismissed.

                      About Bear Stearns Cos.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon
Lovell Clayton Whicker and Kristen Beighton at KPMG were
appointed joint provisional liquidators.  The joint liquidators
filed for Chapter 15 petitions before the U.S. Bankruptcy Court
for the Southern District of New York the next day.  On
August 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


BEAR STEARNS: BofA Sues BSAM for Fraud, Breach of Contract
----------------------------------------------------------
Bank of America, National Association, and Banc of America
Securities, LLC, filed a complaint against Bear Stearns Asset
Management, Inc., and three of its former fund managers and
directors, Ralph Cioffi, Matthew Tannin, and Raymond McGarrigal,
before the United States District Court for the Southern District
of New York.

Lawrence S. Robbins, Esq., at Robbins Russel Englebert Orseck
Untereiner & Sauber LLP, relates in a Court filing that the
lawsuit is an action for breach of contract, fraud, and related
causes of action arising from BSAM and the managers' misconduct
in connection with a securitization transaction structured and
marketed by Bank of America, as well as certain financing
transactions with the Bank in the spring of 2007.

In May 2007, at the request of BSAM, BANA structured and marketed
a $4,000,000,000 securitization, known as a "collateralized debt
obligation-squared" transaction, in which mortgage-backed assets,
primarily ones owned by two hedge funds managed by BSAM, were
pooled and structured to support the sale of certain securities.

BANA and each of Bear Stearns High-Grade Structured Credit
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund, Ltd.,
entered into various derivative transactions, including without
limitation interest rate, total return, credit spread, credit
default and credit index swap transactions, pursuant to
International Swaps and Derivatives Association, Inc., Master
Agreements, dated November 4, 2003, and July 31, 2006.

BofA Securities and each of the Bear Stearns Funds also entered
into repurchase and reverse repurchase transactions pursuant to
Master Repurchase Agreements, dated December 5, 2003, and
July 28, 2006.

In June 2007, BSAM and BANA entered into a termination and
purchase agreement, which, among others, provides that the Bear
Stearns Funds will sell BofA Securities subject to the Repurchase
Transactions and transfer to BANA all voting consent under the
Transactions.

In October 2007, BANA appeared in the Chapter 15 cases of the
Bear Stearns Funds asking the court overseeing the Chapter 15
cases to determine that the injunction order it entered does not
bar BANA from exercising its voting rights.

BANA alleges in the District Court action that, over the course
of many months, BSAM and its officers and employees concealed
from BANA that the hedge funds were suffering substantial
withdrawal requests from investors and were in imminent danger of
collapse.  The Fund did collapse in July 2007 and filed
liquidation proceedings before the Grand Court of Cayman Islands.

BANA further alleges that BSAM and the managers breached their
contractual and other duties to BANA because they were desperate
to secure liquidity to prop up the failing hedge funds.
Mr. Robbins further relates that in May 2007, the Defendants
caused the hedge funds to enter into a series of short-term
financing transactions to obtain nearly $1,000,000,000 from BANA
without appraising it of the funds' precarious financial
condition.

"When the hedge funds were unable to meet their obligations to
repay the Bank for the short-term financing, the Bank suffered
significant losses," Mr. Robbins contends.

Against this backdrop, BANA and BofA Securities ask the District
Court for compensatory damages and punitive damages in an amount
to be proven at a trial, as well as compensation of attorneys'
fees and costs.

The lawsuit will be heard before Southern New York District Judge
Crotty.

                          *     *     *

In a Court-approved stipulation, BANA, BofA Securities, BSAM and
the managers agreed that:

  * BSAM will serve and file a motion to dismiss or answer to
    the complaint no later than January 16, 2009;

  * Messrs. Cioffi, Tannin, and McGarrigal will serve and file
    motions to dismiss or answers no later than January 23,
    2009;

  * the Bank will serve and file opposing papers to the motions
    to dismiss no later than March 24, 2009;

  * BSAM will serve and file replies on its dismissal motion no
    later than April 28, 2009;

  * Messrs. Cioffi, Tannin, and McGarrigal will serve and file
    papers no later than May 5, 2009; and

  * oral arguments on the motions to dismiss will be heard at a
    later date.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon
Lovell Clayton Whicker and Kristen Beighton at KPMG were
appointed joint provisional liquidators.  The joint liquidators
filed for Chapter 15 petitions before the U.S. Bankruptcy Court
for the Southern District of New York the next day.  On
August 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


BEAR STEARNS: ERISA Plaintiffs Oppose Consolidation of Suits
------------------------------------------------------------
The U.S. District Court for the Southern District of New York
ordered all parties who filed separate securities, derivative, and
Employee Retirement Income Security Act lawsuits against Bear
Stearns Companies, Inc., and its former officers, to show cause
why the lawsuits should not be consolidated with the ERISA Cases.

In response, the State of Michigan Retirement Systems,
represented by Thomas A. Dubbs, Esq., at Labaton Sucharow LLP, in
New York, tells the Court that it supports the coordination, for
pre-trial purposes only, of the securities, derivative and ERISA
cases pending against Bear Stearns, including those transferred
to the District Court by the U.S. Judicial Panel on Multidistrict
Litigation.  Mr. Dubbs says SMRS lost $62,500,000 in Bear
Stearns' collapse.

SMRS believes that pretrial coordination provides the best
platform for the litigation, including convenience for parties
and witnesses, elimination of duplicative discovery, prevention
of inconsistent pretrial rulings, and conservation of resources.
The potential deponents in the actions, including both defendants
and third parties, will likely overlap, so coordination would be
more convenient for them, Mr. Dubbs says.  In terms of document
requests, given the likelihood of production of a large volume of
material, it appears that much of the material produced would
overlap between the different types of cases, even if a small
portion of the material would be more relevant to certain types
of cases than others.  In addition, should discovery disputes
arise involving multiple parties, coordination would promote
efficiency in resolving those disputes, SMRS states.

However, SMRS asserts that the different types of actions should
not be consolidated.  The legal and procedural issues arising in
the securities cases are substantially different from the issues
arising in the ERISA and derivative cases, Mr. Dubbs argues.

Mr. Dubbs contends that each action:

  -- needs to have its own lead plaintiff and lead counsel; and

  -- will have to file its own motion for class certification to
     have each class certified and each action may require its
     own separate trial.

In addition, Mr. Dubbs notes that separate plaintiffs in each
type of action have already expressed support for proceeding with
coordinated pretrial proceedings while maintaining separate
derivative, ERISA, and securities actions, while no plaintiffs
have expressed support for complete consolidation.

In a separate filing, Estelle Weber, Anthony Pisano, Ira Gewirtz,
Rita Rusin, and Lawrence Fink argue that the ERISA claims are
pursued under different statutes and legal theories, on behalf of
different plaintiffs who are not typical of the plaintiffs in the
securities cases, and seek different relief than in the
securities cases, against different types of defendants.

The Weber Plaintiffs assert that the ERISA cases are not subject
to the automatic stay of discovery or the heightened pleading
standards required under the Private Securities Litigation Reform
Act of 1995.

Samuel Cohen and Jerome Birn, separately points out that their
Class Action does not plead a single cause of action on behalf of
class members in another action for violations of securities law.
Specifically, Messrs. Cohen and Birn assert only a breach of
fiduciary duties against certain individual defendants for
injuries initially caused to Bear Stearns.

In another separate filing, Aaron Howard and Shelden Greenberg,
plaintiffs of the first ERISA Case against Bear Stearns, notes
that consolidation of the ERISA Cases is clearly appropriate
because the Cases contain similar allegations and seek the same
relief.  However, because of significant differences between the
ERISA Cases and the Securities Cases, the Howard ERISA Plaintiffs
submit that the ERISA Cases should not be consolidated with the
Securities Cases, but rather should be coordinated for the
limited purpose of certain common discovery.

As a whole, the Plaintiffs ask the Court to consolidate the ERISA
plaintiffs separately from the Securities Cases, albeit in a
coordinated fashion, to achieve efficiency without causing
prejudice or confusion.

                     Bear Stearns Responds

Representing Bear Stearns, Brad S. Karp, Esq., at Paul Weiss
Rifkind Wharton & Garrison LLP, in New York, asserts that the
Court should exercise its discretion to consolidate the
Securities Actions and the ERISA Actions to promote efficiency
and reduce the potential for confusion and delay.

Mr. Karp contends that it is undeniable that the Securities and
ERISA Actions involve the same facts, and various plaintiffs
concede as much in their responses to the Court's order to show
cause.

"Given the substantial factual overlap in these actions,
consolidation is the most appropriate means of avoiding
duplicative discovery and motion practice," Mr. Karp says.

With regard to "coordination," Mr. Karp contends that
consolidation is more appropriate than coordination because
maintaining and coordinating separate actions would likely foster
battles between separate lead counsel regarding scheduling,
discovery and other pretrial issues.

In addition, Mr. Karp argues that the different parties, facts,
and distinct legal standards and procedures do not preclude the
Court from exercising its discretion to consolidate the
Securities and ERISA Actions.

Previously, the Greek Orthodox Archdiocese Foundation; the
Commonwealth of Massachusetts Pension Reserves Investment Fund;
the SICAV Inversiones Del Montiel and San Antonio Fire & Police
Pension Fund; and the SMRS filed requests to consolidate each of
their shareholder actions and appoint a lead plaintiff and lead
counsel in the actions arising out of Bear Stearns' collapse.

Messrs. Cohen and Birn has also asked the Court to appoint Brower
Piven, APC, as lead counsel, and Robbins Umeda & Fink LLP, as co-
lead counsel, for the shareholders' derivative action against
Bear Stearns.

                      About Bear Stearns Cos.

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BIRMINGHAM-JEFFERSON: S&P's Outlook on Tax Bonds B Rating Is Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on its 'B' underlying rating on Birmingham-Jefferson
Civic Center Authority, Alabama's special tax bonds series 2002-A
special tax bonds to positive from negative.  The rating had been
placed on CreditWatch with negative implications on Aug. 26, 2008.

S&P also affirmed its 'B' SPUR on the authority's series 2002-A
special tax bonds.

Jefferson County has only one $5 million payment remaining to make
to the authority for its obligation pertaining to these series of
bonds, which S&P understands the county intends to make later in
December 2008.  The next principal and interest payment is due on
Jan. 1, 2009.  Once that payment has been made, S&P will change
the rating to reflect S&P's assessment of the tax payment stream
due solely from the city of Birmingham.  The rating was lowered
earlier this year from 'AA-' to 'A', then lowered further to 'B'
and placed on CreditWatch with negative implications.

The bonds are currently secured by two separate streams of
occupational taxes levied by the city of Birmingham and Jefferson
County, respectively.  Both the city and county have separately
pledged fixed dollar amounts of their respective annual
collections of said taxes pursuant to pledge and appropriation
agreements with the authority.

The county has pledged $10 million annually in support of the
authority's bonds through fiscal 2009.  A payment of $5 million
was made earlier this calendar year.

Birmingham separately levies a 1% tax on the gross receipts of
persons employed in the county.  The city's tax is levied pursuant
to Ordinance No 70-75, adopted in 1970 by the city council, and is
further authorized by Section 11-51-90 of the Code of Alabama.
The city has pledged $3 million annually in support of the
authority's bonds through 2012.  The bonds' debt service schedule
takes into account the disparate terms of the county's and city's
pledge agreements.


BLOCK COMMUNICATIONS: Weakening Business Cues S&P's Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Sylvania, Ohio-based media and cable TV operator Block
Communications Inc. to negative from stable.  S&P also affirmed
all ratings, including the 'BB-' corporate credit rating, on
Block.  Total debt, adjusted for operating leases and unfunded
pensions and other post-employment benefits as of Sept. 30, 2008,
was approximately $346 million.

"The change in outlook reflects the deteriorating position of the
company's newspaper business," explained S&P's credit analyst
Naveen Sarma.  While overall financial performance is still
supported by its healthy core cable TV business, the cable segment
contribution may not be sufficient to offset the newspaper
business' continued secular decline, hurting the company's overall
credit profile.


BREAKWATER RESOURCES: Posts $34.9 Mil Net Loss 9-Mo. 2008
---------------------------------------------------------
Dundee Corporation disclosed in a regulatory filing containing its
third quarter results that in the nine months ended September 30,
2008, Breakwater Resources Ltd. reported a net loss of
$34.9 million on revenues of $201.9 million compared with earnings
of $61.7 million on revenues of $201.6 million in the same period
of the prior year.

Dundee Corp. holds a 25% stake in Breakwater.

Breakwater's gross sales revenue from the sales of zinc, copper,
lead, silver and gold concentrates increased by $29.1 million or
11% to $298.0 million from the same period in 2007, despite an
increase in concentrate sold of 71%, reflecting higher prices for
gold and silver, offset by a 43% reduction in the realized zinc
price.  Direct operating costs increased by $65.9 million to
$153.6 million, primarily due to increased concentrate sales and
higher costs of fuel, labour and supplies.

At Sept. 30, 2008, Breakwater had working capital of
$48.8 million compared with $82.6 million at December 31, 2007.
Earnings in Breakwater are sensitive to operating performance,
metal prices, smelter treatment charges and the U.S. foreign
exchange rate.

During the third quarter of 2008, Dundee purchased 1 million
shares of Breakwater in the open market for $0.3 million.  "We
currently own approximately 113 million shares of Breakwater,
representing a 25% interest.  Included in our equity earnings for
the nine months ended September 30, 2008, is a loss of
$8.3 million representing our share of losses in Breakwater for
this period.  Offsetting the loss is a dilution gain of
$3.0 million which we recognized following issuances of common
shares by Breakwater," Dundee said.

"At September 30, 2008, the market value of our interest in
Breakwater was $24.2 million, substantially below our carrying
value of $79.5 million.  While Breakwater continues to report its
financial results based on accounting principles applicable to a
going concern, certain market conditions, including falling metal
prices and higher operating costs, cast substantial doubt about
Breakwater's ability to continue its operations in the normal
course of business and its ability to achieve and sustain
profitable operations.  Adjustments to the financial operating
results of Breakwater could be material should Breakwater be
unable to continue as a going concern," Dundee related.

According to Dundee, subsequent to September 30, 2008, Breakwater
said that it would temporarily suspend operations at both the
Langlois mine in Quebec and the Myra Falls mine in British
Columbia.  "This decision was precipitated by the decline in
commodity prices and the general deterioration of the short-term
economic outlook globally, which have mitigated the overall
operational improvements in Breakwater's production and costs at
both mines.  This action enables Breakwater to retain zinc assets
that will be mined in the future when the zinc market returns to
levels that more accurately reflect underlying supply and demand
fundamentals," Dundee said.

                   About Breakwater Resources

Breakwater Resources Ltd. is a mineral resource company engaged in
the acquisition, exploration, development and mining of base metal
and precious metal deposits in the Americas.  Breakwater has three
producing zinc mines: the Myra Falls mine in British Columbia,
Canada; the El Mochito mine in Honduras; and the El Toqui mine in
Chile.  The Langlois mine in north western Quebec, Canada has
temporarily suspended operations.  Breakwater is listed on the
Toronto Stock Exchange under the ticker BWR.


BTWW RETAIL: Boot Barn Completes Acquisition of $14 Retail Stores
-----------------------------------------------------------------
Marwit Capital Partners II L.P. said that retailer Boot Barn
Holding Corp. has completed the purchase of 14 retail stores in
Wyoming and Nevada from BTWW Retail L.P.  The transaction was
completed pursuant to BTWW's sale of assets under Section 363 of
the U.S. Bankruptcy Code and closed effective November 26, 2008.

The Troubled Company Reporter on Nov. 28, 2008, said the Deal's
Jamie Mason reports that the Hon. Barbara J. Houser of the United
States Bankruptcy Court for the Northern District of Texas
approved the sale of BTWW Retail LP's assets for $32 million.

The assets purchased include 12 stores located in Wyoming, two
stores in northern Nevada and certain trademarks and other
intellectual property of BTWW.  In addition to adding the very
attractive Wyoming market to Boot Barn's geographic footprint,
this acquisition firms Boot Barn's leadership position as the
largest western themed retailer in the U.S. Boot Barn now operates
81 retail stores in five states, including 38 located in
California, 14 in Arizona, 12 in Wyoming, 9 in New Mexico and 8 in
Nevada.  Some recently acquired stores will continue for a time to
operate under the Corral West name, although the Company
anticipates rebranding them as Boot Barns in the near to medium
term.

Boot Barn has completed three separate store acquisitions from
BTWW for a combined total of 45 stores in 2008.  Chris Britt,
Managing Partner of Marwit Capital, said, "We are excited to have
the opportunity to acquire these well-established and strongly
performing stores in the highly desirable Wyoming market.  Wyoming
is one of the strongest western retail markets in the country and
these stores represent an unprecedented opportunity to acquire a
broad presence in this market."

"Our vision for Boot Barn has always been to selectively pursue
add-on acquisitions to expand our store footprint in strong
markets.  In 2008, we've been presented with terrific
opportunities to enhance Boot Barn's asset base with high quality
stores and locations," said David Browne, Principal of Marwit
Capital.  He continued, "Pat Meany, CEO, John Turnbull, President,
and the entire Boot Barn management team are expertly managing the
significant expansion of Boot Barn's business and new store
integration."

Pat Meany said, "The Boot Barn team is looking forward to the
opportunity to offer customers in these new markets the products,
selection, service and high quality for which Boot Barn is known.
We will work hard to minimize disruptions for customers, suppliers
and employees.  It has been a very busy and productive year for
Boot Barn and we are progressing well ahead of plan in integrating
our newly acquired stores and preparing for the busy holiday
season."

                          About BTWW

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

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


BUILDING MATERIALS: S&P Withdraws 'CCC' Ratings at Co. Request
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'CCC'
corporate credit rating on building products distributor and
construction services provider Building Materials Holding Corp.

S&P also withdrew its 'CCC' issue-level ratings and '4' recovery
ratings on the company's $200 million revolving credit facility
due 2011 and $350 million term loan B due 2011.  S&P withdrew the
ratings at the company's request.


CBA COMMERCIAL: S&P Cuts Rating on Class M-6 Certificates to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-6 commercial mortgage pass-through certificates from CBA
Commercial Assets LLC's series 2004-1 to 'D' from 'CCC-'.
Concurrently, S&P placed its ratings on 31 other classes of
certificates from CBA Commercial Assets' series 2004-1, 2005-1,
2006-1, 2006-2, and 2007-1 on CreditWatch with negative
implications.

The downgrade reflects a $100,585 principal loss to the
outstanding principal balance of the security following the
liquidation of one asset that was previously with the special
servicer, Midland Loan Services Inc.  The loan was liquidated at a
62.0% loss severity.

The negative CreditWatch placements reflect S&P's preliminary
analysis of the specially serviced loans and other credit-impaired
loans in the transactions.

S&P's preliminary analysis of the specially serviced assets
considered recent appraisal and broker opinion of value
information as well estimates for hold time.  In addition, the
CreditWatch placements reflect the unfavorable performance of each
of the collateral pools, which have an average delinquency rate of
19.5%.  S&P last reviewed the transactions in April 2008, at which
time S&P downgraded 21 classes due to anticipated credit support
erosion upon the eventual resolution of the specially serviced
assets.  However, the severity of realized losses on several of
the assets was significantly higher than S&P anticipated.

S&P will resolve the CreditWatch negative placements when it
completes its review of the specially serviced assets and review
the credit characteristics of the remaining loans in the pools.

                         Ratings Lowered

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2004-1

                   Rating
                   ------
     Class    To              From        Credit enhancement
     -----    --              ----        ------------------
     M-6      D               CCC-                      0.0%

              Ratings Placed on Creditwatch Negative

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2004-1

                   Rating
                   ------
     Class    To              From         Credit enhancement
     -----    --              ----         ------------------
     M-3      A/Watch Neg     A                       12.32%
     M-4      BBB+/Watch Neg  BBB+                     6.27%
     M-5      BBB/Watch Neg   BBB                      4.81%

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2005-1

                   Rating
                   ------
     Class    To              From             Credit enhancement
     -----    --              ----             ------------------
     M-1      AA+/Watch Neg        AA+                     19.39%
     M-2      AA/Watch Neg         AA                      14.56%
     M-3      AA-/Watch Neg        AA-                     12.25%
     M-4      A-/Watch Neg          A-                      9.03%
     M-5      BB+/Watch Neg        BB+                      4.66%
     M-6      BB/Watch Neg         BB                       3.51%

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2006-1

                   Rating
                   ------
     Class    To              From             Credit enhancement
     -----    --              ----             ------------------
     A        AAA/Watch Neg        AAA                     20.35%
     M-1      AA+/Watch Neg        AA+                     16.57%
     M-2      AA-/Watch Neg        AA-                     12.78%
     M-3      BBB+/Watch Neg       BBB+                     8.65%
     M-4      BBB-/Watch Neg       BBB-                     6.24%
     M-5      BB/Watch Neg         BB                       4.69%
     M-6      CCC/Watch Neg        CCC                      1.60%

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2006-2

                   Rating
                   ------
     Class    To              From         Credit enhancement
     -----    --              ----         ------------------
     A        AAA/Watch Neg    AAA                     17.57%
     M-1      AAA/Watch Neg    AAA                     14.17%
     M-2      A+/Watch Neg     A+                       9.74%
     M-3      BBB+/Watch Neg   BBB+                     7.22%
     M-4      BB+/Watch Neg    BB+                      5.15%
     M-5      BB/Watch Neg     BB                       4.12%
     M-6      CCC/Watch Neg    CCC                      1.75%

                    CBA Commercial Assets LLC
    Commercial mortgage pass-through certificates series 2007-1

                   Rating
                   ------
     Class    To              From          Credit enhancement
     -----    --              ----          ------------------
     A        AAA/Watch Neg   AAA                       15.86%
     M-1      AA+/Watch Neg   AA+                       12.96%
     M-2      A-/Watch Neg    A-                         9.92%
     M-3      BBB/Watch Neg   BBB                        8.06%
     M-4      BBB-/Watch Neg  BBB-                       6.87%
     M-5      BB+/Watch Neg   BB+                        5.42%
     M-6      BB-/Watch Neg   BB-                        4.36%
     M-7      B/Watch Neg     B                          3.17%


CHRYSLER LLC: Auto Parts Suppliers Ask Co. for Advance Payments
---------------------------------------------------------------
Some auto parts suppliers have asked Chrysler LLC for advanced
payment on fears that the company might file for bankruptcy, Alex
Ortolani and Mike Ramsey at Bloomberg News report, citing people
familiar with the matter.

According to Bloomberg, the sources said that Chrysler rejected
one request and is negotiating with other suppliers.  Bloomberg
says that Chrysler said it needs $4 billion in U.S. loans
immediately to avoid running out of cash in the first quarter of
2009.  Tom Krisher at The Associated Press relates that top
Chrysler executives have warned that the company is nearing the
minimum level of cash needed to operate the firm and will have
trouble paying bills after the first of the year.

Citing Chrysler's Chief Financial Officer Ron Kolka, The AP says
that most suppliers are getting payments in the normal 45-day
cycle.  Chrysler's Vice Chairman Tom LaSorda said that an oil
company that makes billions has demanded cash before shipments,
The AP relates.

Bloomberg states that sources said the talks include proposals to
Chrysler for prompter payments.

Mike Ramsey at Bloomberg says that President Tom LaSorda said in
an interview the company won't consider "winding down" and will
return to profitability with U.S. aid.

Sharon Terlep at Dow Jones Newswires reports that Chrysler CEO Bob
Nardelli said on Thursday that the Senate may not pass the
$14 billion bailout and asked for workers' support in convincing
the lawmakers to help the company.

                       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.


CHRYSLER LLC: Credit Unions to Extend $10 Billion in Loans
----------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that a group of
1,300 credit unions have pledged to extend about $10 billion in
auto loans.

According to WSJ, the credit unions are aiming to win new
borrowers while providing General Motors Corp., Ford Motor Co.,
and Chrysler LLC financial assistance.

Tom Henderson at Crain's Detroit Business relates that GM and the
Michigan Credit Union League said on Dec. 10 that a consortium of
credit unions in Michigan, Ohio, Indiana, and Illinois have agreed
to provide up to $10 billion to finance the sale of new GM
vehicles through June 2009, in exchange for supplier discounts
from GM to more than 12 million credit union members in the
Midwest.  According to a statement posted at
Lovemycreditunion.org, credit union members will be able to get an
additional $250 bonus cash between Dec. 10, 2008 and Jan. 5, 2009,
on their eligible new GM vehicle purchase.

The GM price discount program includes these brands: Buick,
Cadillac, Hummer, Saab, Chevrolet, GMC, Saturn, and Pontiac.  The
program runs from Dec. 8, 2008, through June 30, 2009.

WSJ relates that the credit union group said that it's working
with Ford Motor Co. and Chrysler LLC on a similar arrangement.

                       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.


CIRCUIT CITY: Keeps Insurance Policies, Pays $410,000
-----------------------------------------------------
Circuit City Stores, Inc., and its affiliates seek permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
maintain their various insurance policies and to pay all premiums,
brokers' fees, administrations fees, and consulting fees, arising
under or in connection with the insurance policies.

The Debtors' Insurance Policies include coverage for, among
others, workers' compensation claims, automobile claims, business
aircraft claims, fiduciary liability claims, claims for losses
due to crime, business travel and accident claims, stock
throughput claims, boiler and machinery claims, certain general
and excess liability claims, directors' and officers' liability,
employers' liability,  and various property-related liabilities.
The third-party claims that are covered by the Insurance Policies
are neither unusual in amount nor in number in relation to the
extent of the business operations conducted by the Debtors.

To the extent that any Insurance Policy premiums may be
attributed to prepetition insurance coverage, the Debtors believe
that payment of those Insurance Policy premiums is necessary to
ensure continued coverage under such Insurance Policies and to
maintain good relationships with the Debtors' insurers.

Similarly, the Debtors' believe that continued payment of
Insurance Policy premiums as those premiums come due in the
ordinary course of the Debtors' business is necessary.

The Debtors have been represented in their negotiations with
their various insurance underwriters by Beecher Carlson Insurance
Services, Inc., Aon, Marsh USA, Inc., Mercer Insurance Group, and
Jardine Lloyd Thompson Canada.  The employment of the Insurance
Brokers has allowed the Debtors to obtain the insurance coverage
necessary to operate their businesses in a reasonable and prudent
manner, and to realize considerable savings in the procurement of
those policies.

The Debtors have engaged Specialty Risk Services to administer
their general liability, auto liability, and workers'
compensation policies.  The Debtors believe that the employment
of SRS is the most cost-effective way to handle the high volume
of claims that must be administered under these policies.

The Debtors also employ The Travelers Company and Sedgwick Claims
Management Services to administer various insurance policies.

The Debtors are assisted by Navigant Consulting Inc. in managing
difficult claims with high liability exposure and the potential
to interrupt the Debtors' ongoing business operations.  The
Debtors engaged Navigant to handle specific losses and enter into
a new contract for each of these engagements.

The Insurance Policies maintained by the Debtors will all
eventually expire under their annual terms, beginning with
policies due to expire in December 2008.

Many of the Debtors' Insurance Policies cover both the Debtors
and certain of the Debtors' affiliates that are not Debtors.
In any case, the parent company, Circuit City Stores, Inc., pays
all of the Insurance Obligations and charges its subsidiaries,
including the Non-Filing Affiliates, through journal entries to
intercompany loan accounts, allocating the premiums to the
subsidiaries depending on the particular type of insurance
coverage.  These Intercompany Transactions reduce the Debtors'
administrative costs, ensure that all affiliates of the Debtors'
maintain appropriate insurance coverage, and, in certain cases,
result in tax benefits to the Debtors.

The Debtors also engage in a series of Intercompany Transactions
with Northern National Insurance, Ltd., a wholly owned subsidiary
of CCS.  The Debtors' pay premiums to NNIL to insure a portion of
their deductible under their workers' compensation policies.  The
Debtors' believe that this arrangement provides certain risk-
pooling advantages.

                         *     *     *

The Court has granted the Debtors' request on an interim basis.

Judge Huennekens permits the Debtors to pay all fees arising
under or in connection with the Insurance Policies as they become
due, including, without limitation, these amounts that include
fees relating to the prepetition period:

                                         Amount
                                         ------
Insurance Brokers                       $230,000

SRS                                     $160,000

The Travelers Company and Sedgwick
Claims Management Services               $15,000

Navigant                                  $5,000

                 About Circuit City Stores, Inc.

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

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

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

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

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


COW CREEK: Fitch Junks Rating; Concurrently Withdraws Ratings
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings assigned to the Cow Creek
Band of Umpqua Indians.

  -- Issuer rating to 'CCC' from 'B+';

  -- Tax revenue bonds, series 2006A, 2006B and 2006C to 'CCC+'
     from 'BB-'.

Fitch is concurrently withdrawing the ratings.

Fitch has concerns regarding management's accounting treatment of
certain related-party asset sale transactions between the Seven
Feathers Casino and the tribal government, raising significant
governance and internal control issues.

Due to a trend of weak operating results at Seven Feathers, based
on latest twelve month Sept. 30, 2008 results, Cow Creek would be
in breach of the leverage covenant in its debt agreements absent
the booking of gains on two related-party asset sales.  Backing
out these gains, the leverage ratio was 4.1 times, in excess of
the 4.0x covenant level.  The definition of pledged revenues under
the debt agreements (including the bond indenture, bank loan
agreement and collateral trust and security agreement) does allow
Cow Creek to include non-operating income for the purposes of
demonstrating compliance with financial covenants.  However, an
independent certified public accountant has not yet reviewed the
terms of the sales to determine if they meet the GAAP criteria for
recognition.  In the event that an independent CPA determines that
the asset sale gains do not meet the criteria for recognition and
thus cannot be included in the calculation, Fitch believes it is
likely Cow Creek will be in breach of the leverage covenant in the
next several quarters, requiring it to seek a waiver or amendment
from investors.

Compliance with financial covenants is tested on a rolling
quarterly basis, and violation of a financial covenant is
considered an event of default under the debt agreements.  The
debt agreements require that Cow Creek produce annual financial
statements for Seven Feathers which are audited by an independent
CPA.  The bank loan and bonds rank pari passu with respect to
their right of payment from the pledged revenues.  Recourse for
investors in an event of default is acceleration of outstanding
principal.  In the event that principal acceleration occurs,
recourse of the bank lender and the bondholders is limited to the
pledged cash flows after the operating expenses of Seven Feathers
have been paid.

The 'CCC+' transaction rating on the bonds is one-notch higher
than the 'CCC' issuer rating due to credit enhancement provided by
security covenants included in the legal documents associated with
the bonds.  The most important of these is a cash fund debt
service reserve fund in an amount equal to one year of principal
and interest, which is available to bond holders but not the
lender.  The 2006A, 2006B and 2006C bonds are outstanding in the
amount of $97.4 million with term maturities in 2011, 2016, 2022
and 2026.  The bonds are subject to mandatory monthly sinking fund
payments of principal in an amount sufficient to fully amortize by
maturity.  The bank loan has a total capacity of
$25 million, $5.9 million of which is currently drawn.


CULLIGAN INTERNATIONAL: Moody's Holds 'B3' CFR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed Culligan International
Company's debt ratings but changed the outlook to negative from
stable.  The change in outlook reflects lack of improvement in
what were already very weak credit metrics, ongoing weakness in
household spending on water-filtration equipment in the US and
parts of Europe, and intensifying pressures on the outlook for
consumer credit and employment.

Moreover, the negative outlook reflects the potential that
continuing economic weakness is also likely to put pressure on
commercial and industrial spending on water treatment solutions
and these constitute a significant portion of the company's
revenue stream.

Culligan's ratings reflect very high financial leverage, with
adjusted debt to EBITDA for the twelve months ended September 30,
2008 in excess of 8 times calculated using Moody's standard
analytic adjustments.  The high leverage stems from the
combination of continued-weak organic revenue growth on a
currency-adjusted basis and the company's $900 million
recapitalization in May 2007, which included a $375 million
dividend payment to equity holders, which include a private equity
fund managed by Clayton, Dubilier & Rice, Inc.

The affirmation of the ratings reflects broad geographic
diversity, the strength of its brand and diverse distribution
channels.  The ratings are also supported by low dealer churn
rates through several cycles, a large installed equipment base and
the recurring nature of about 50% of Culligan's revenue, which
help provide a relatively predictable cash flow stream.  When
coupled with expected cost reductions, the company should continue
to generate sufficient cash flow to cover capital expenditure
needs, albeit with constrained ability to repay significant debt
levels.  Weak credit metrics are offset in part by good near-term
liquidity which, aided by the absence of maintenance financial
covenants, will provide Culligan with flexibility over the next
several quarters.

Moody's took these rating actions:

  -- Affirmed the B3 Corporate Family Rating;

  -- Affirmed the B3 Probability of Default Rating;

  -- Affirmed the B2 (LGD 3, 33%) on the First Lien Senior Secured
     Credit Facilities due 2012;

  -- Affirmed the Caa2 (LGD 5, 84%) Second Lien Senior Secured
     Term Loan due 2013;

  -- Changed the rating outlook to negative from stable.

The previous rating action was on December 12, 2007 when
Culligan's Corporate Family Rating was downgraded to B3, with a
stable outlook.

Culligan is a global provider of water treatment products and
services for household and commercial applications.  Products are
sold under the Culligan brand.  Revenue was approximately
$800 million over the twelve month period ended September 30,
2008.


CUSTOMER ASSET: S&P Cuts Counterparty Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Customer
Asset Protection Insurance Co. to 'BB' from 'A+'.  The ratings
remain on CreditWatch with negative implications, where they were
placed on Sept. 16, 2008.

"The downgrade reflects our reassessment of the probability of
CAPCO incurring a significant claim due to the liquidation of
Lehman Brothers International (Europe), said S&P's credit analyst
James Brender.  "We placed CAPCO on CreditWatch after the
bankruptcy of Lehman Brothers Holdings Inc., the parent of three
broker dealers that are members of CAPCO including Lehman Brothers
International (Europe).  Initially, S&P did not expect CAPCO to
incur a material claim from Lehman's bankruptcy because there is
no evidence that any clients' assets were misappropriated."

Although there is still tremendous uncertainty surrounding the
administration of Lehman Brothers International (Europe), S&P now
believes the decision by some clients to permit the
rehypothecation of some of their assets increases the risk of a
claim on CAPCO.  The clients' claims on rehypothecated assets are
expected to have the same status as general creditors of LBIE,
which exposes CAPCO to heightened risk of claims.  Based on the
limited availability of information from the liquidator, it is not
possible to calculate the magnitude of CAPCO's ultimate losses,
but the ultimate insolvency of the company is possible.

S&P's primary concern regarding CAPCO is clearly the potential for
a claim related to those clients of LBIE that opted to
rehypothecate their assets to LBIE.  S&P believes the
administrator of the liquidation has segregated those clients who
did not rehypothecate their assets.  These clients may still
endure long delays in obtaining access to their assets, but
Standard & Poor's does not expect CAPCO will incur a significant
liability from insuring these accounts.  CAPCO's insurance does
not reimburse clients for a decline in the market value of their
securities or adverse circumstances that may arise from being
unable to access or trade their securities.

Standard & Poor's believes there is only a remote chance that
clients of CAPCO's other members will need coverage from CAPCO.
S&P's opinion reflects the members' financial strength and the
short time remaining on CAPCO's policies, which provide coverage
on an occurrence basis.  Many of CAPCO's members are still rated
in the 'A' category or higher despite the very challenging
environment for financial institutions. S&P believes CAPCO's
members will decide to obtain excess SIPC coverage from another
carrier when all of the members' policies expire in mid February.
Therefore, a claim would not be eligible for coverage from CAPCO
unless the liquidation of one of its members began in the next
three months.  Some of CAPCO's members have encountered financial
stress, but there has been no indication that clients' assets were
misappropriated, meaning that claims on CAPCO's insurance policies
under the U.S. contracts are expected to be minimal.

In the U.S., CAPCO provides excess SIPC coverage for its members,
which are broker/dealers.  Broker/dealers are regulated entities
where customer assets are required to be segregated from the
firm's assets and may not be used in the ongoing business of the
firm or affected by a broker/dealer's own trading losses.  For an
excess SIPC claim to occur, all of the following must happen: a
broker/dealer must be deemed insolvent; client assets must be
found to be missing, lost or stolen; and customer property, SIPC
advances, fidelity bond proceeds, if any, and distributions from
the general estate of the member, if any, to customers are
insufficient to satisfy customer account obligations.  Neither
SIPC nor excess SIPC cover a decline in the market value of a
client's investments.  Because of these conditions, any losses to
CAPCO relating to U.S.-based Lehman units are not expected to be
material.


DALTON CORP: Files for Chapter 11 Protection in Indiana
-------------------------------------------------------
Indianapolis Business Journal reports that Dalton Corp. has filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Northern District of Indiana.

According to Indianapolis Business, Dalton has 1,500 employees at
gray iron foundries in Warsaw and Kendallville.  Inside Indiana
Business relates that Dalton will close the Kendallville facility
in March 2009.  More than 200 employees will be laid off, Inside
Indiana says.  Dalton said that the closure was due to recession
and a weak market for its products, according to Inside Indiana.

Dalton also has a machining facility in Stryker, Ohio,
Indianapolis Business states.

Dalton Corp. -- http://www.daltonfoundries.com/-- manufactures
gray iron castings and machined components for the air
conditioning/refrigeration, automotive, heavy truck, and other
industrial markets.


DAW LOS ANGELES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Daw Los Angeles Land Acquisition, LLC
        3559 Greenwood Avenue
        Commerce, CA 90040
Case No.: 08-31424

Chapter 11
Petition Date: December 10, 2008

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

Judge: Barry Russell

Debtor's Counsel: Richard T Baum, Esq.
                  2215 Colby Ave
                  Los Angeles, CA 90064
                  310-277-2040
                  Email: rickbaum@hotmail.com

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

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

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


DBSI INC: Wachovia Plaza Owners Want to Terminate Master Lease
--------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
owners of Wachovia Plaza want to terminate DBSI Inc.'s master
lease on the property.

Michael Linton, the attorney for Wachovia Plaza's owners, said
that DBSI holds the master lease on the property and subleases it
to the tenants, South Florida Business relates.  The report says
that about 35 individual investors have stakes in the building.
Citing Mr. Linton, South Florida Business says that DBSI secured
court approval to continue collecting and paying rent in the
building.

"The plan is to get the master lease terminated and have the
subleases go directly to the owners.  The idea is to remove DBSI
from ownership and control of the property," South Florida
Business quoted Mr. Linton as saying.

Meridian Idaho-based DBSI Inc. -- http://www.dbsi.com-- operates
a real estate company.  The company and its affiliates filed for
Chapter 11 protection on Nov. 10, 2008 (Bankr. D. Delaware Case
No. 08-12687).  James L. Patton, Esq., Joseph M. Barry, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor LLP
represent the Debtors in their restructuring efforts.  Kurztman
Carson Consultants LLC is the Debtors' claims agent.  The Debtors
listed assets of $100 million to $500 million and debts of
$100 million to $500 million.


DELTA AIR LINES: Expands Marketing Alliance With Alaska Air
-----------------------------------------------------------
Delta Air Lines (NYSE: DAL) CEO Richard Anderson and Alaska Air
Group (NYSE: ALK) Chairman and CEO Bill Ayer announced an
agreement in principle to amend their marketing agreement to make
the airlines preferred alliance partners on the West Coast.

The amended agreement will offer important benefits to
customers including supporting the launch of new Delta long-haul
trans-Pacific and Latin American routes from the West Coast;
expanded connecting opportunities to and from Alaska Airlines and
Horizon Air hubs and focus cities; and enhanced worldwide
frequent flier and lounge reciprocity agreements between Delta
and Alaska.

"Alaska Air Group is a perfect alliance partner for Delta as
we pair our expansive international network with Alaska's leading
presence across the West Coast to build a platform for
international growth from the West," said Delta CEO Richard
Anderson.  "Building on our existing agreement, Delta, Alaska and
Horizon will now be able to offer customers more departures and
capacity along the West Coast than any U.S. airline with the
enhanced ability to feed Delta's growing global route system."

Alaska Chairman and CEO Bill Ayer added: "Continuing to work
with Delta -- the world's largest airline with the broadest
global route system of any U.S. carrier -- is a natural fit for
Alaska and Horizon.  Our customers will benefit from expanded
access to Delta's unmatched domestic and international network
and from improved frequent flier and lounge agreements that make
it easier to fly with Alaska around the world.  All three
airlines enjoy similar reputations for excellent service and a
quality product, making our alliance even more complementary."

                   Customers Benefit

By the end of 2009, Delta and Alaska/Horizon plan to launch
a series of customer benefits resulting from the enhanced
agreement, including:

    * Access for Delta Crown Room Club and Northwest WorldClub
      members to Alaska Board Rooms in Anchorage, Seattle, Los
      Angeles, Portland, San Francisco and Vancouver, and for
      Alaska Board Room members to Crown Room Clubs and
      WorldClubs worldwide; and

    * Elite reciprocity privileges for Delta SkyMiles members
      and Alaska Airlines Mileage Plan members including
      priority boarding, priority check-in and seat assignments,
      and reciprocal upgrades for customers who have reached
      Platinum or Gold status in either airline's frequent flier
      program.  Northwest WorldPerks members and Alaska Mileage
      Plan members who have reached Platinum or Gold status
      already enjoy reciprocal upgrades when flying on Alaska
      and Northwest operated flights.

Delta's expanded marketing alliance with Alaska builds on
the airlines' existing alliance, launched in 2004, as well as a
more than 20-year relationship between Alaska, Horizon and
Northwest Airlines.  Currently, codesharing by Delta, including
Northwest, extends to more than 100 markets served by Alaska,
including Horizon, and codesharing by Alaska extends to more than
30 markets served by Delta.  The carriers have a long history of
cooperation and will work to ensure that new customer benefits
are introduced quickly.  The majority of new customer benefits
resulting from the expanded agreement will be implemented in
2009.

To celebrate Delta and Alaska's expanded partnership, Delta
SkyMiles, Alaska Airlines Mileage Plan and Northwest WorldPerks
members will be offered a bonus miles promotion beginning in
December 2008.  Additional details and terms and conditions will
be announced shortly.

             New Delta International Service

Delta and Alaska will offer customers connecting
opportunities to more than 50 destinations beyond Los Angeles,
more than 70 destinations beyond Seattle, more than 30
destinations beyond Portland and nearly 20 destinations beyond
San Francisco.  This extensive connecting route network will
provide new customer feed to support two new and proposed long-
haul international routes from the West Coast in 2009:

    * Seattle to Beijing, China.  As previously announced, Delta
      subsidiary Northwest Airlines will introduce nonstop
      service between Seattle and Beijing, China, effective
      March 1, 2009.  Flights and schedules are currently
      available for sale to customers for travel on this route
      via http://www.delta.comand http://www.nwa.com. Flights
      will be operated with the Airbus A330-200 aircraft.

    * Los Angeles to Sao Paulo, Brazil.  Delta has requested
      authority from the U.S. Department of Transportation to
      operate its first nonstop flight between Los Angeles and
      South America, currently in the final stages of decision.
      If Delta's application is approved by DOT, service is
      expected to begin in spring 2009 and would be operated
      with Boeing 767-300ER aircraft.

    These new routes will complement existing long-haul
international service from the West Coast offered by Delta,
including Northwest-operated flights between Los Angeles,
Portland, San Francisco and Seattle and Tokyo; Northwest-operated
flights between Seattle and Portland and Amsterdam; KLM-operated
fights between Los Angeles and San Francisco and Amsterdam; and
Air France-operated flights between Los Angeles, San Francisco
and Seattle and Paris-Charles deGaulle.

                    About Alaska Air Group

Alaska Airlines and sister carrier Horizon Air together
serve more than 90 cities through an expansive network in Alaska,
the Lower 48, Hawaii, Canada and Mexico. Alaska Airlines ranked
"Highest in Customer Satisfaction among Traditional Network
Carriers (tie)" in the J.D. Power and Associates 2008 North
America Airline Satisfaction SurveySM.  For reservations, visit
http://www.alaskaair.com. For more news and information, visit
the Alaska Airlines/Horizon Air Newsroom at
http://www.alaskaair.com/newsroom.

                          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.


DELTA AIR LINES: Issues Investor Update for December 2008
---------------------------------------------------------
Delta Air Lines, Inc., issued an Investor Update, to provide
guidance for the December 2008 quarter.  As a result of the
merger with Northwest Airlines Corporation on October 29, 2008,
Delta's consolidated Generally Accepted Accounting Principles
results will include Northwest's from October 30, 2008 to
December 31, 2008, in addition to Delta's standalone results for
the entire quarter.

In a Form 8K filed with the Securities and Exchange Commission
dated November 21, 2008, Hank Halter, Delta's senior vice
president and chief financial officer, noted an operating margin
of 0% to (2)% and a $2.91 fuel price per gallon for the December
2008 quarter, which figures include Northwest's results.

Mr. Hank also provided guidance in terms of Delta's consolidated
RASM and system capacity, which also covers Northwest's:

                                 December 2008 quarter vs.
                                  December 2007 quarter
                                 -------------------------
    Consolidated RASM                   Up 2 - 4%

    System Capacity                      Down 4%
       Domestic                         Down 12%
       International                       Up 4%

Mr. Hank pointed to the demand that has slowed over the course of
the quarter.  Domestic advance bookings are running two points
higher year over year, reflecting capacity reductions in the
domestic system, he said.

"As a result, we are evaluating our capacity plans for 2009 on
both the domestic and international system and expect to reduce
future capacity to better align supply with current levels of
demand," Mr. Hank disclosed.

In this regard, Delta's plans to add new international flights,
as earlier announced, remain, but the Company will continue to
monitor performance, Delta spokeswoman Betsy Talton told The
Associated Press.

For the fourth quarter and full year 2008, Delta estimates
diluted shares to be 681 million and 468 million, Mr. Hank told
the SEC.

                     About Northwest Airlines

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

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

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

                          About Delta Air

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

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

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

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

                           *     *     *

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

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


DT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DT EQUIPMENT SERVICES, LLC
        1635 N GREENFIELD RD #112
        MESA, AZ 85205

Case No.: 08-17585

Chapter 11
Petition Date: December 5, 2008

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: KIRK A. GUINN, Esq.
                  GUKEISEN LAW GROUP, P.C.
                  430 W. 1st Street, Suite 102
                  Tempe, AZ 85281
                  602-265-3822
                  Fax: 480-699-1070
                  Email: arizonabankruptcyhelpers@yahoo.com

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

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

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

        http://bankrupt.com/misc/azb08-17585.pdf


DT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DT EQUIPMENT SERVICES, LLC
        1635 N GREENFIELD RD #112
        MESA, AZ 85205

Case No.: 08-17585

Chapter 11
Petition Date: December 5, 2008

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: KIRK A. GUINN, Esq.
                  GUKEISEN LAW GROUP, P.C.
                  430 W. 1st Street, Suite 102
                  Tempe, AZ 85281
                  602-265-3822
                  Fax: 480-699-1070
                  Email: arizonabankruptcyhelpers@yahoo.com

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

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

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

        http://bankrupt.com/misc/azb08-17585.pdf


EDUCATION LOAN: Moody's Cuts Rating on 2004B Loan Notes to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded one tranche of
subordinate auction rate notes from U.S. Education Loan Trust III,
LLC (2004 Indenture).  The rating on the subordinate auction rate
notes was placed on review for possible downgrade on
August 27, 2008 and the rating action concluded the review.  The
affected note balance was $20 million out of a total outstanding
note balance of $263,400,000, as of September 30, 2008, for this
transaction.

The ratings on the subordinate auction rate notes were assigned 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 action was prompted by the increase in funding cost due to the
prolonged and continuing dislocations in the Student Loan Auction
Rate Securities market.  As the FFELP student loan collateral is
indexed to Financial Commercial Paper, trusts that have issued
SLARS have suffered excess spread compression as the yield on the
assets has not increased in tandem with the cost of the
liabilities.  In most structures, excess spread is a primary
source of credit enhancement.

As the auction rate market remains under stress and auctions
continue to fail, the ability of the trusts that have issued SLARS
to accumulate credit enhancement has been negatively impacted.  As
of September 30, 2008, approximately 43% of the trust's
liabilities were funded by auction rate notes and the trust was
undercollateralized by 0.9% at the subordinate notes level (i.e.
total parity, or the ratio of total assets to total liabilities
was 99.1%).  Undercollateralization represented 12% of the
outstanding balance of the subordinate notes in the trust.  In
addition, the Class 2004A-3 reset rate note is going to be
remarketed in June 2009.  Under the provision of the indenture,
upon the occurrence of the failed remarketing, the reset rate
notes will become auction rate notes.  At the failed auction, the
trust is expected to generate minimally positive excess spread.

The complete rating actions are:

Issuer: U.S. Education Loan Trust III, LLC (2004 Indenture)

  -- Series 2004B Subordinate Auction Rate Student Loan Backed
     Notes, Downgraded to B3 from A2; previously on 8/27/2008
     Placed under Review for Possible Downgrade.


EMPIRE LAND: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California converted the Chapter 11 case of Empire Land LLC to
Chapter 7 liquidation proceeding, according to Bloomberg News.

The Troubled Company Reporter said on Nov. 12, 2008, the Official
Committee of Unsecured Creditors of the Debtor filed the
conversion motion before the Court.

The Committee wants the cases converted to Chapter 7 instead of
having a Chapter 11 trustee take over the Debtor's estates on
grounds that:

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

  -- Chapter 11 plan process would increase expenses;

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

  -- trustee expenses are superior in priority.

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

                         About Empire Land

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


EQUITY MEDIA: Silver Point Asks Court for Co.'s Liquidation
-----------------------------------------------------------
Court documents say that Silver Point Finance LLC has asked the
U.S. Bankruptcy Court for the Eastern District of Arkansas to
convert Equity Media Holdings Corp.'s Chapter 11 reorganization
case to Chapter 7 liquidation.

Silver Point, a lender on one of Equity Media's senior credit
facilities, said in court documents that Equity Media filed for
Chapter 11 protection without any planning nor exit strategy.
According to the documents, Silver Point also claimed that Equity
Media had been a victim of "gross mismanagement."

Reuters relates that Silver Point sought a judicial foreclosure
and receivership proceeding on Equity Media in the Circuit Court
of Pulaski County, Arkansas, last week to try to get regain the
money from the debtor.  Silver Point said in court documents, "The
sole purpose of (Equity Media's) bankruptcy filing was to stay the
foreclosure proceeding and thwart the secured lenders' attempt to
protect the rapidly deteriorating value of their collateral."

According to Reuters, Silver Point claimed that Equity Media had
rejected "repeated offers" to provide debtor-in-possession
financing so that the debtor could hire experienced bankruptcy
lawyers for the case and fund an orderly sale of its assets.

Court documents say that an emergency hearing will be held on
Dec. 16.

                       About Equity Media

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operates 121 television stations including 23
full power, 38 Class A and 60 low power stations.  The company was
founded in 1998.  The company filed for Chapter 11 protection on
Dec. 8, 2008 (Bankr. E. D. Ariz. Case No. 08-17646).  James F.
Dowden, Esq., who has an office at Little Rock, Arizona,
represents the company in its restructuring effort.  The company
listed assets of $100,000,000 to $500,000,000 and debts of
$50,000,000 to $100,000,000.


EXIDE TECH: Wants Claims Objection Deadline Moved to Jan. 30
------------------------------------------------------------
Exide Technologies, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
through January 30, 2009, the time within which it may object to
certain claims.

Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP in
Wilmington, Delaware, tells the Court that the Debtors have more
than 6,100 proofs of claim that were asserted against them.

To date, Ms. Jones adds, the Reorganized Debtors have filed more
than 50 claims and consensually resolved numerous other claims.
Through the efforts of the Reorganized Debtors', the Post-
confirmation Committee of Unsecured Creditors and each of their
professionals, approximately 6,037 Claims have been reviewed,
reconciled and resolved, reducing the total amount of outstanding
Claims by over $3,400,000,000.  Furthermore, the Reorganized
Debtor has completed 17 quarterly distributions to creditors
under the Joint Plan, consisting of distributions on
approximately 2,590 claims for approximately $1,660,000,000, Ms.
Jones says.

Since August 2008, the Reorganized Debtor has made considerable
advancements with respect to the remaining, more complex claims.
Despite this substantial progress, the Reorganized Debtor
requires additional time to review and resolve the approximately
85 remaining claims, Ms. Jones explains.

The extension will provide the Reorganized Debtor and the
Committee with necessary time to continue to evaluate the claims
filed against the estate, prepare and file additional objections
to Claims and, where possible, consensually resolve claims, she
says.

The Reorganized Debtor asks the Court that the requested
extension be without prejudice to its right to seek further
extensions of the time within which to object claims.

                    About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.  The Court confirmed Exide's Amended Joint Chapter
11 Plan on April 20, 2004.  The plan took effect on May 5, 2004.

At Dec. 31, 2007, the company's consolidated balance sheet
showed $2.426 billion in total assets, $1.989 billion in total
liabilities, $17.2 million in minority interest, and
$420.1 million in total stockholders' equity. (Exide Bankruptcy
News, Issue No. 111; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the Troubled Company Reporter on July 9, 2008,
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  Moody's raised the ratings on the company's asset
based revolving credit facility to Ba2 from Ba3, the senior
secured term loans to Ba3 from B1, and the senior secured junior-
lien notes to B3 from Caa1.  The outlook is stable.  According to
Moody's, the upgrade reflects Exide Technologies' improved credit
metrics that have been achieved as a result of cost reduction
initiatives and successful pricing actions which have offset the
impact of increasing lead costs on the company's operations.
Moody's explained the actions have reduced financial risk and
positioned the company to generate credit metrics consistent with
the B3 rating over the intermediate term.  While Exide  benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.


FEDERAL-MOGUL: Carl Icahn Increases Stake to 75.69%
---------------------------------------------------
Billionaire investor Carl C. Icahn disclosed with the Securities
and Exchange Commission on December 3, 2008, that he indirectly
beneficially owns 75,241,924 shares of Federal Mogul
Corporation's common stock.

Mr. Icahn's stocks represent 75.69% of the 99,404,500 FMC stocks
outstanding as of October 20, 2008.

Mr. Icahn bought the stocks through Icahn Enterprises Holdings
L.P., which he 100% owns.

Mr. Icahn also disclosed that his wife, Gail Golden, owns 34,798
shares of FMC stock.

Thornwood Associates Limited Partnership, Icahn Enterprises and
Barberry Corp. previously entered into a Contribution and
Exchange Agreement, pursuant to which Thornwood transferred
24,491,924 shares of FMC stock to Icahn Enterprises, which shares
were subsequently contributed to Icahn Enterprises Holdings, and
then from Icahn Enterprises Holdings to FM Holdings in exchange
for aggregate consideration consisting of 4,286,087 units
representing limited partnership interests in Icahn Enterprises.

As a result of the transactions consummated pursuant to the
Agreement, the 24,491,924 shares formerly held by Thornwood are
now held by FM Holdings, Dominick Ragone, chief financial officer
of several Icahn entities, said.

Mr. Icahn's owned companies, in other news, disposed 6,096,175
shares of WCI Communities, Inc.'s common stock for $0.02 to an
undisclosed buyer who said that it was acquiring the shares for
investment purposes.

                About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, Issue No. 176; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Nov. 4, 2008,
Standard & Poor's Ratings Services said it has revised its outlook
on Federal-Mogul Corp. to negative from stable and affirmed its
'BB-' corporate credit rating on the company. Southfield, Mich.-
based Federal-Mogul had total balance sheet debt of $3 billion as
of Sept. 30, 2008.


FEDERAL-MOGUL: Claims Objection Deadline Moved to June 27
---------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of
their request to extend the period within which they may object to
proofs of claim or interest and any administrative claims until
June 27, 2009.  The current objection deadline expires on December
27, 2008.

Extending the Claims Objection Deadline and the Administrative
Claims Objection Deadline is essential and in the best interests
of the Debtors and their bankruptcy estates, James F. Conlan,
Esq., at Sidley Austin LLP, in Chicago, Illinois, tells the
Court.

Mr. Conlan notes that of the 11,000 proofs of claim received, the
Debtors have successfully objected to, consensually resolved, or
agreed to virtually all of the general unsecured claims.
However, the Debtors believe that 130 proofs of claim remain to
be resolved, which are less than 1.2% of all claims asserted
against them.

Since the last extension of the Claims Objection Deadline and the
Administrative Claims Objection Deadline, the Debtors have
resolved 23 claims, including several of the largest outstanding
unsecured claims like the claim of their former chief executive
officer, which had a face value of more than $7,700,000.  Several
other unsecured claims have been withdrawn by holders following
consultation with the Debtors.

The Debtors have also made similarly strong progress in reviewing
and addressing Administrative Claims, Mr. Conlan relates.  He
points out that the overwhelming majority of claims received
postpetition are claims that have been or will be satisfied in
the ordinary course of the Debtors' business, like taxes and
vendor claims, which are not subject to the Claims Bar Date.

Mr. Conlan assures the Court that the requested extension does
not prejudice claim holders, and is clearly contemplated by the
Debtors' confirmed Fourth Amended Joint Plan of Reorganization.
He adds that the Plan provides for distributions to be made to
creditors on account of allowed claims through 2010.  Thus, he
says, extending the Claims Objection Deadline and the
Administrative Claims Objection Deadline through June 27, 2009,
will not result in the delay of any payments to claimants, nor
will it prolong the administration of the bankruptcy estates.

                About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, Issue No. 176; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Nov. 4, 2008,
Standard & Poor's Ratings Services said it has revised its outlook
on Federal-Mogul Corp. to negative from stable and affirmed its
'BB-' corporate credit rating on the company. Southfield, Mich.-
based Federal-Mogul had total balance sheet debt of $3 billion as
of Sept. 30, 2008.


FEDERAL-MOGUL: Inks Deal with Tersigni Consulting on Overbilling
----------------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of a
compromise and settlement agreement with L. Tersigni Consulting,
P.C., Nancy Tersigni as executrix of the Tersigni Probate Estate,
and Elizabeth Tersigni, resolving Federal Mogul's assertion that
LTC overbilled it for professional services it has performed in
the past.

To recall, Federal Mogul and several other bankrupt asbestos
companies hired LTC in their bankruptcy cases.  The Asbestos
Debtors engaged in extensive negotiations with Tersigni regarding
the amount that should be reimbursed to Federal-Mogul on account
of LTC's overbilling issues.

The key terms of the Settlement Agreement are:

  (a) the Tersigni Probate Estate will pay Federal Mogul
      $598,740, which represents 11.1% of the fees that the
      Debtors paid to LTC minus 88.9% of LTC's $227,886 claim
      against the Debtors' bankruptcy estates for unpaid fees;

  (b) the Tersigni Parties' timely payment of the full
      Settlement Amount will settle in full any and all claims
      of Federal Mogul against them;

  (c) the LTC Bankruptcy Estate waives payment on the LTC Claim;

  (d) the Settlement Agreement includes broad, mutual three-way
      releases among the Tersigni Parties, Federal Mogul, and
      the LTC Bankruptcy Estate;

  (e) if in the LTC Bankruptcy Case the Tersigni Parties and the
      LTC Bankruptcy Estate enter into a settlement with any
      other entity holding claims similar to that of Federal
      Mogul on terms that are more favorable than the terms
      provided to Federal Mogul in the Settlement Agreement, the
      Tersigni Parties will notify the Debtors, and Federal
      Mogul, in its sole discretion, may opt to dissolve the
      Settlement Agreement; and

  (f) in the event the Settlement Agreement is dissolved, the
      Parties agree to take whatever steps necessary to return
      the Parties to the position that they would be in had no
      settlement been effected, and Federal Mogul will be free
      to take whatever actions are necessary and appropriate to
      recover on the full amount of the Debtors' claims.

The bankruptcy court overseeing Tersigni's Chapter 11 case
approved the Settlement Agreement at a hearing held on
November 6, 2008.

The Debtors believe that they are authorized under their Plan of
Reorganization to liquidate their claim against the Tersigni
Parties as an asset of their bankruptcy estates without need for
the Court's order.  However, because (i) the Settlement Agreement
finally resolves all fees paid to a Court-approved professional,
(ii) the Court expressed deep concern as to the fees paid to LTC
after the allegations of overbillings came to light, and (iii)
the Court's order appointing an examiner in the cases is stayed,
but not yet vacated, the Debtors believe the request is
appropriate.

A full-text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/FMC_Tersigni_Settlement.pdf

                About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, Issue No. 176; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Nov. 4, 2008,
Standard & Poor's Ratings Services said it has revised its outlook
on Federal-Mogul Corp. to negative from stable and affirmed its
'BB-' corporate credit rating on the company. Southfield, Mich.-
based Federal-Mogul had total balance sheet debt of $3 billion as
of Sept. 30, 2008.


FEDERAL-MOGUL: Asks for Court Approval for Carfel Deal
------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates ask approval from
the U.S. Bankruptcy Court for the District of Delaware of a
settlement with Carfel, Inc.

On January 2, 2001, Carfel, Inc., now known as GFX Corp., filed a
complaint in the Circuit Court for Dade County, Florida, against
Felt Products Incorporated and Federal Mogul Corporation.  The
case was removed to the U.S. District Court for the Southern
District of Florida on January 31, 2001.

In the Florida District Court Action, Carfel alleged that Debtors
Felt Products Manufacturing Co. and Federal-Mogul breached a
supplier agreement by failing to use their best efforts to
promote product sales during the terms of the agreement.  The
Florida District Court Action was closed by an administrative
order dated October 5, 2001, pending conclusion of the Debtors'
bankruptcy proceedings.

In January 2003, Carfel filed Claim No. 4370 against Fel-Pro
asserting an unsecured, non-priority claim for $1,217,943, and
with the same basis as in the Florida District Court Action.  The
Debtors disputed Carfel's allegations.  Pursuant to the orders of
the U.S. Bankruptcy Court for the District of Delaware, the
period in which the Debtors might object to the Claim has been
extended on numerous occasions, most recently through and
including December 27, 2008.

Carfel recently filed a request in the Florida District Court to
reopen the Action.  The Debtors believe that that action was in
violation of the discharge injunction contained in their
confirmed Plan of Reorganization and the order confirming the
Plan.  The Debtors tell the Court that they addressed the issues
with Carfel, in addition to seeking a consensual resolution of
the Claim, following Carfel's request to reopen the case.  The
negotiations resulted in a stipulation.

By this motion, the Debtors ask the Court to approve the
stipulation, pursuant to which the Debtors agree to entitle
Carfel an allowed unsecured claim against Fel-Pro for $400,000.

The allowed claim will be paid in three installments, on a
discounted basis, in accordance with the terms of the Plan.  The
first installment payment will be paid to Carfel by December 31,
2008.  The second and third installment payments will be made in
accordance with the timetable specified in the Plan.  Upon
receipt of the first payment, Carfel will donate $40,000 of the
payment as a charitable contribution to the Miami Children's
Hospital Foundation.

Within 30 days after the first payment, Carfel will dismiss with
prejudice the Florida District Court Action, which will be
stayed, and Carfel will take all necessary action to implement
and maintain that stay, until the action is dismissed.

The Debtors assert that the terms of the Stipulation are fair and
reasonable, and in the best interests of the bankruptcy estates.
They assert that the Stipulation is the product of the Parties'
arms-length negotiations resulting to the reduction of the Claim
amount by more than $800,000.  In addition, the Debtors will
secure the dismissal of a long-outstanding piece of litigation
against Fel-Pro, and resolve one of the largest of the relative
handful of claims that remain against their estates.

Absent the Court's approval of the Stipulation, Fel-Pro would be
required to litigate Carfel's claim either in the Bankruptcy
Court or in the Florida District Court, incurring significant
expense while facing an uncertain outcome, the Debtors point out.
To secure the benefits of the proposed settlement while avoiding
the costs and uncertainty of litigation, the Debtors ask the
Court to approve the Stipulation.

                About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, Issue No. 176; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Nov. 4, 2008,
Standard & Poor's Ratings Services said it has revised its outlook
on Federal-Mogul Corp. to negative from stable and affirmed its
'BB-' corporate credit rating on the company. Southfield, Mich.-
based Federal-Mogul had total balance sheet debt of $3 billion as
of Sept. 30, 2008.


FORD MOTOR: Credit Unions to Extend $10 Billion in Loans
--------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that a group of
1,300 credit unions have pledged to extend about $10 billion in
auto loans.

According to WSJ, the credit unions are aiming to win new
borrowers while providing General Motors Corp., Ford Motor Co.,
and Chrysler LLC financial assistance.

Tom Henderson at Crain's Detroit Business relates that GM and the
Michigan Credit Union League said on Dec. 10 that a consortium of
credit unions in Michigan, Ohio, Indiana, and Illinois have agreed
to provide up to $10 billion to finance the sale of new GM
vehicles through June 2009, in exchange for supplier discounts
from GM to more than 12 million credit union members in the
Midwest.  According to a statement posted at
Lovemycreditunion.org, credit union members will be able to get an
additional $250 bonus cash between Dec. 10, 2008 and Jan. 5, 2009,
on their eligible new GM vehicle purchase.

The GM price discount program includes these brands: Buick,
Cadillac, Hummer, Saab, Chevrolet, GMC, Saturn, and Pontiac.  The
program runs from Dec. 8, 2008, through June 30, 2009.

WSJ relates that the credit union group said that it's working
with Ford Motor Co. and Chrysler LLC on a similar arrangement.

                       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-'.


FPL ENERGY: S&P Downgrades Ratings on $125 Mil. Bonds to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
to 'BBB-' from 'BBB' on FPL Energy American Wind LLC's
$380 million bonds due 2023.  At the same time, S&P lowered its
rating to 'BB-' from 'BB' on FPL Energy Wind Funding LLC's
$125 million bonds due 2017.  The outlook is stable.

"The lowered rating on American Wind is a result of increased
offtaker risk, given the non-investment grade rating and negative
outlook of Public Service Co. of New Mexico," said S&P's credit
analyst Grace Drinker.  "American Wind is the sole source of cash
flow to Wind Funding, thus, the lowered rating on Wind Funding
reflects that of American Wind."

"The rating could be lowered further if Public Service Co. of New
Mexico's senior secured ratings drop materially from their current
level, or if the weighted average offtaker credit profile declines
from its current level.  A rating upgrade would likely require a
significant improvement in Public Service Co. of New Mexico's
rating."

Public Service Co. of New Mexico is the offtaker to the New Mexico
wind project and provided 23% of cash flow in 2007.  S&P estimate
it will provide about 27% of cash flow to American Wind through
the debt tenor.

The increased PSNM offtaker risk is somewhat mitigated by three
factors: That it pays New Mexico a fixed rate of only 2.73 cents
per kilowatt hour until June 2028, a low price that should
represent a good economic incentive for the utility; given a
stringent Renewable Portfolio Standard in New Mexico that requires
20% of retail sales by investor-owned utilities to come from
renewable sources by 2020, American Wind could be able enter into
a comparable agreement if it is unable to sell to PSNM; and that
American Wind has substantial liquidity that could support debt
service obligations for more than one year if New Mexico needs to
find a replacement offtaker.


GARRETT INVESTMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Garrett Investment Properties, Inc.
        1348 Holly Glen Run
        Apopka, FL 32703

Case No.: 08-11697

Chapter 11
Petition Date: December 9, 2008

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

Debtor's Counsel: Robert B Branson, Esq.
                  1524 East Livingston Street
                  Orlando, FL 32803
                  Tel: 407-894-6834
                  Fax: 407-896-7370
                  lawbankruptcy1@aol.com

Total Assets: $1,625,000

Total Debts:  $663,492

The Debtor identified its largest unsecured creditor as Karlin
Daniels & Associates at 4285 SW Martin Hwy in Palm City, Florida,
with a disputed claim for $64,021.

The Debtor's shareholders, Lawrence and Nancy Garrett, filed a
separate Chapter 11 case on December 3, 2008, case number
08-11516.  Judge Karen S. Jennemann oversees the proceedings.


GARRETT INVESTMENT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Garrett Investment Properties, Inc.
        1348 Holly Glen Run
        Apopka, FL 32703

Case No.: 08-11697

Chapter 11
Petition Date: December 9, 2008

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

Debtor's Counsel: Robert B Branson, Esq.
                  1524 East Livingston Street
                  Orlando, FL 32803
                  Tel: 407-894-6834
                  Fax: 407-896-7370
                  lawbankruptcy1@aol.com

Total Assets: $1,625,000

Total Debts:  $663,492

The Debtor identified its largest unsecured creditor as Karlin
Daniels & Associates at 4285 SW Martin Hwy in Palm City, Florida,
with a disputed claim for $64,021.

The Debtor's shareholders, Lawrence and Nancy Garrett, filed a
separate Chapter 11 case on December 3, 2008, case number
08-11516.  Judge Karen S. Jennemann oversees the proceedings.


GATEWAY ETHANOL: May Employ ICM Inc. to Evaluate Ethanol Plant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas granted
Gateway Ethanol LLC permission to employ ICM, Inc., to evaluate
the current condition of its ethanol plant in Pratt, Kansas, and
to determine what modifications would be required to put the plant
into an operating condition that would allow it to meet its
nameplate 55 million gallons per year capacity.  The Debtor told
the Court that an evaluation of the plant by ICM will facilitate
bidding on the plant in connection with the sale of its assets.

On Oct. 23, 2008, the Debtor signed an Asset Purchase Agreement
with Dougherty Funding LLC, its principal secured lender, as the
stalking horse.  Pursuant to the Purchase Agreement, Dougherty
agreed to credit bid substantially all of the Debtor's assets.
ICM will render the following services:

   a) visit the site and determine what modifications would be
      required and file its report within one week following the
      site visit.  The cost of the site visit and intial report
      will be between $10,000 and $15,000 on a time and material
      (T&M) basis at ICM's current standard rate schedule.

   b) within 30 days of the plant visit, prepare a report
      containing a detailed cost estimate for the engineering and
      construction of the proposed plant modifications, including
      an estimate of the cost for commissioning the facility,
      start-up, training of the new operators and assisting with
      operations through performance testing of the plant.  The
      cost of the cost extimate report will be between $25,000 and
      $30,000, also on a T&M type basis.

The Debtor told the Court that ICM has extensive experience in
the designing, specifying instrumentation and automated systems,
programming, startup, and long-term support of ethanol plants.

Dave Vander Griend, the chief executive officer of ICM Inc.,
assured the Court that ICM does not represent any interest adverse
to the Debtor's estate, and that ICM is a "distinterested person"
as that term is defined pursuant to Sec. 101(14) of the Bankruptcy
Code.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: Gets Go-Ahead to Sell Corn, Milo and Mill Dust
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved the
sale of the corn and milo, and in addition, the mill dust, which
motion was made orally during the sale hearing, owned by Gateway
Ethanol, L.L.C.

The net proceeds shall be segregated in Debtor's miscellaneous
receipts bank account pending a determination of the proper party
entitled to the proceeds of the sale.

As reported in the Troubled Company Reporter on Nov. 19, 2008,
Gateway Ethanol LLC asked the Court to sell approximately 7,500
bushels of corn and approximately 10,000 bushels of milo located
in its grain bins at its facility in Pratt, Kansas.

The Debtor told the Court that its ethanol plant is currently not
operating, and that the sale of the grain before it deteriorates
further in quality and value would be in the best interests of its
estate, creditors, and all parties in interest.

                      About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GENERAL MOTORS: Hires Lawyers & Bankers to Mull Chapter 11 Filing
-----------------------------------------------------------------
Jeffrey McCracken, John D. Stoll, and Greg Hitt at The Wall Street
Journal report that people familiar with the matter said General
Motors Corp. has hired lawyers and bankers to mull over a possible
Chapter 11 filing by the company.

According to WSJ, GM has retained Harvey Miller of Weil Gotshal &
Manges LP as bankruptcy counsel.  GM, says the report, has also
hired:

     -- restructuring veteran Jay Alix,
     -- Evercore Partners' William Repko, and
     -- Blackstone Group's Arthur Newman.

WSJ relates that the hiring of bankruptcy experts indicates GM's
increasing desperation as it waits for government financial
assistance, which is being considered in the Congress.  WSJ states
that while Senate Majority Leader Harry Reid hopes to push a bill
through this week, Sen. John Thune says that there is a lot of
resistance on the bailout.

Citing a source, WSJ reports that GM CEO Rick Wagoner has been
hesitant to consider the company's possible bankruptcy on fears
that it would discourage potential car buyers.  A bankruptcy
filing, according to the report, would also be very expensive and
difficult due to tight credit markets.  Mr. Wagoner is still
against filing for Chapter 11, the report states.

The board is keeping all options open, says WSJ, citing GM
director Kent Kresa.  GM's board is putting Mr. Wagoner to
deepening scrutiny, meeting three times a week and receiving
constant updates on the financial situation, the report states.
Mr. Kresa, according to the report, said that the GM management
was constantly caught off guard by auto sale drops.  Executives
kept changing sales projections, but the managers never fully
understood how bad the situation could get, the report syas,
citing Mr. Kresa.

WSJ states that GM now operates near its minimum-required funding
options, and GM executives are worried that suppliers could
tighten credit terms and the government could swiftly take back
its loans.  "This is an urgent situation and we need to deal with
it," the report quoted Mr. Kresa as saying.

GM will be meeting with its dealers this week to discuss a new
advertising campaign to increase sales, WSJ report.  According to
WSJ, GM will also discuss the possible closure of its Saturn
division or put it into bankruptcy protection, as it is a separate
entity.

Peter A. McKay at WSJ relates that GM led in stock declines on
Thursday, sliding 10.4%.

         Ellen Kullman Leaves Board for DuPont CEO Post

DuPont President Ellen J. Kullman has resigned from GM's Board of
Directors, effective Dec. 11, 2008, to focus on her new
responsibilities at DuPont.  Ms. Kullman will become chief
executive officer of DuPont on Jan. 1, 2009.

"I have been proud to serve on GM's Board for four years," Ms.
Kullman said.  "GM has made important advancements across a number
of fronts and I wish the GM team continued success as they work to
overcome the current challenges."

"I understand and respect Ellen's need to focus on DuPont right
now," noted George M.C. Fisher, presiding director of GM's Board.
"She's been a great Board member for GM, and we'll miss her."

Ms. Kullman served on GM's Audit Committee and Investment Funds
Committee.  There are no immediate plans to replace her on those
committees.

                      About General Motors

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

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GENERAL MOTORS: Ind. Fiduciary Extends Share Trading Blackout
-------------------------------------------------------------
General Motors Corp. disclosed in a regulatory filing with the
Securities and Exchange Commission that State Street Bank and
Trust Company, which serves as the independent fiduciary of the GM
Common Stock Fund in the Plans, has extended until further notice
the temporary suspension on purchases of the GM Common Stock Fund
that began on September 30.

General Motors disclosed on Sept. 30, 2008, that it had suspended
purchases of its common stock, par value $1-2/3 per share, by
employees in GM's Savings-Stock Purchase Plan and the Personal
Savings Plan.  All purchases of Common Stock under the Plans were
suspended because the Plans had issued all of their registered
shares of Common Stock.  This suspension was the result of recent
unexpectedly high demand among the Plans' participants due to
increased employee interest and a lower market price for the
Common Stock.  The demand significantly exceeded the usual volume
and exhausted the supply of registered stock more quickly than the
administrators of the Plans foresaw.  This trading blackout began
on Sept. 30, 2008, and was expected to end the week of Nov. 9,
2008, when GM planned to file a registration statement with the
SEC registering additional shares for the Plans.

State Street determined that, due to GM's earnings announcement
and related information about GM's business, it was not
ppropriate to allow additional investments by participants into
the GM Common Stock Fund.  As independent fiduciary, State Street
is specifically authorized pursuant to its agreements with GM and
the Plan documents to impose restrictions on purchases or
exchanges into and out of the GM Common Stock Fund at any time.

GM has not registered additional shares of GM Common Stock for the
Plans with the SEC.  Plan participants, other than directors and
officers, are not prevented from selling Common Stock through the
Plans, or buying or selling Common Stock outside the Plans, during
the blackout period.  Based on the provisions of the Plans, these
participants may also at any time exchange shares in the Common
Stock Fund for other investment options or change their
contribution election.  The contributions of participants directed
to the GM Common Stock Fund, will be invested in the default fund
for the Plan in which they participate, unless they provide new
instructions.  This means that, until the temporary suspension for
Common Stock purchases is removed, that contributions to the S-SPP
will be invested in the Pyramis Strategic Balanced Commingled Pool
investment option and that contributions to the PSP will be
invested in the Pyramis Active Lifecycle Commingled Pool
Investment option closest to the year that the participant will
attain the age of 65.

On Nov. 21, 2008, GM sent a notice to its directors and executive
officers informing them of the trading restrictions in the Common
Stock Fund imposed by State Street and that the blackout period
instituted on Sept. 30, 2008, would continue.  During the blackout
period, GM's directors and executive officers will be prohibited
from directly acquiring, disposing of or transferring any equity
securities of GM acquired by them in connection with their service
and employment with GM in such capacities.  The notice was sent to
ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of
2002.  In accordance with the unforeseeable circumstance exemption
under Section 306(a) GM determined that it was unable to give
advance notice of the blackout period to the directors and
executive officers.

A full-text copy of the notice is available for free at
http://ResearchArchives.com/t/s?360e

                       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.


GLOBAL GENERAL: Files for Chapter 15 Bankruptcy in New York
-----------------------------------------------------------
Foreign representative Thomas Klaus Freudenstein filed voluntary
petitions for GLOBAL General and Reinsurance Company Limited, and
its wholly owned subsidiary GLOBALE Ruckversicherrungs-AG under
Chapter 15 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York.

Mr. Freudenstein said the company went into run-off since
October 2002, in which it ceased underwriting non-life insurances
business.  The company seeks to determine, settle and pay all
liquidated claim of its insureds, related Mr. Freudenstein.  A
run-off of an insurance company will take more than 20 years to
complete, he added.

The company has proposed a "cut-off scheme of arrangement under
English law to shorten the time period for the run-off and reduce
administrative costs, Mr. Freudenstein noted.

The company listed assets and debts of more than $100 million in
its petition.

Mr. Freudenstein is asking the Court to set a hearing on the
petitions after Jan. 12, 2009.

Juliette Stevens is the company's English legal counsel.

According to BLoomberg News, Chapter 15 assists foreign companies
organize and protect U.S. assets during their reorganizations in
other countries.

                       About GLOBAL General

Headquartered in London, GLOBAL General and Reinsurance Company
Limited is an insurance and reinsurance company formed in
April 16, 1940.  Between 1940 and 2002, GLOBAL General wrote a
wide array of reinsurance business in England. The reinsurance
portfolio was underwritten in London, predominantly from the
early 1950's to the early 1980's. The portfolio was mostly
accepted through placements made by London market brokers.  The
portfolio consists of facultative and treaty reinsurance, both
proportional and non-proportional, covering various classes
including, but not limited to, marine, non-marine and aviation.


GLOBAL GENERAL: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Petitioner: Thomas Klaus Freudenstein

Chapter 15 Debtor: Global General and Reinsurance Company Limited

Chapter 15 Case No.: 08-14939

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Globale Ruckversicherungs-AG                       08-14940

Type of Business: The Debtors are insurance and reinsurance
                  company.

Chapter 15 Petition Date: December 10, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Chapter 15 Petitioner's Counsel: Howard Seife, Esq.
                                 hseife@chadbourne.com
                                 Chadbourne & Parke LLP
                                 30 Rockefeller Plaza
                                 New York, NY 10112
                                 Tel: (212)408-5361
                                 Fax : (212) 541-5369

Estimated Assets: More than $100 million

Estimated Debts: More than $100 million


GENERAL MOTORS: Suppliers Seek Advance Payments
-----------------------------------------------
Some auto-parts suppliers have asked General Motors Corp. for
advance payments, after the company warned that it would run out
if it fails to secure loans from the government, Jeff Green at
Bloomberg News reports, citing people familiar with the matter.

According to Bloomberg, the sources said that GM has rejected the
requests.  The report says that GM pays its 3,600 suppliers about
45 days after getting an invoice.  Advance payment requests
started in the last several weeks but have not disrupted vehicle
production, the report states, citing a person familiar with the
matter.   GM Purchasing Vice President Bo Andersson denied to the
trade publication Automotive News on Nov. 25 that suppliers were
seeking payment in advance or shorter turnarounds on invoices.

GM spokesperson Dan Flores, Bloomberg relates, said, "Despite the
current economic challenges, GM remains committed to maintaining a
strong, open relationship with our suppliers.  GM remains focused
on maintaining payment terms and being a prompt payer."

    Car Czar Appointment May Spur Holders' Demand for Payouts

Banc of America Securities analyst Glen Taksler said that the
appointment of a "car czar" to supervise the government bailout
program has raised the possibility of a bankruptcy event for
credit-default swaps.  A car czar might trigger "what's known as
an event in the vast market for credit-default swaps," which would
cause holders of GM and Ford Motor Co. credit protection to demand
payouts, WSJ says, citing Banc of America.

Mr. Taksler said that The International Swaps and Derivatives
Association, a standard-setter for credit-derivatives trading,
identified the appointment of an administrator, trustee, or
similar official to oversee all or most of an entity's assets as a
trigger event for a bankruptcy filing, WSJ relates.  WSJ quoted
Mr. Taksler as saying, "The result may depend on the exact wording
of a potential bailout package.  We find arguments both for and
against an autos czar triggering CDS. ... The actual process is
likely to be determined through ISDA."

According to WSJ, the Depository Trust & Clearing Corp. said that
institutions like banks and insurance firms hold $43.15 billion in
credit protection on GM debt.  WSJ relates that excluding
contracts sold by the same institutions holding GM DCS, there is
about $3.3 billion in GM CDS outstanding, while the DTCC said that
for Ford Motor debt, there is about $34 billion in gross CDS and
about $2.8 billion in net swaps outstanding.  Chrysler LLC,
according to the report, is a private company and doesn't trade in
the CDS market.

Corey Boles, Patrick Yoest, and Josh Mitchell posted on The Wall
Street Journal blog that the government financial bailout bill
being considered in the House of Representatives would require
Chrysler's parent, Cerberus Capital Management, to put up equity
warrants for Chrysler to get an emergency loan, because Chrysler
is a private company.

                      About General Motors

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

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

   -- Senior secured at 'B/RR1';
   -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GENERAL MOTORS: Credit Unions to Extend $10 Billion in Loans
------------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that a group of
1,300 credit unions have pledged to extend about $10 billion in
auto loans.

According to WSJ, the credit unions are aiming to win new
borrowers while providing General Motors Corp., Ford Motor Co.,
and Chrysler LLC financial assistance.

Tom Henderson at Crain's Detroit Business relates that GM and the
Michigan Credit Union League said on Dec. 10 that a consortium of
credit unions in Michigan, Ohio, Indiana, and Illinois have agreed
to provide up to $10 billion to finance the sale of new GM
vehicles through June 2009, in exchange for supplier discounts
from GM to more than 12 million credit union members in the
Midwest.  According to a statement posted at
Lovemycreditunion.org, credit union members will be able to get an
additional $250 bonus cash between Dec. 10, 2008 and Jan. 5, 2009,
on their eligible new GM vehicle purchase.

The GM price discount program includes these brands: Buick,
Cadillac, Hummer, Saab, Chevrolet, GMC, Saturn, and Pontiac.  The
program runs from Dec. 8, 2008, through June 30, 2009.

WSJ relates that the credit union group said that it's working
with Ford Motor Co. and Chrysler LLC on a similar arrangement.

                       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.


GMACM MORTGAGE: Moody's Downgrades Ratings on Five Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded 8 tranches from GMACM
Mortgage Loan Trust 2006-AR1.

The collateral backing this transaction consists primarily of
first-lien, 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.  Moody's also took into account credit
enhancement provided by seniority, cross-collateralization, time
tranching, and other structural features within the Aaa
waterfalls.

Complete rating actions are:

Issuer: GMACM Mortgage Loan Trust 2006-AR1

  -- Cl. 1-A-1 Certificate, Downgraded to A1; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-1 Certificate, Downgraded to A1; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 2-A-2 Certificate, Downgraded to Ba1; previously on
     10/6/2008 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. 3-A-1 Certificate, Downgraded to Aa3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. 3-A-2 Certificate, Downgraded to Ba2 previously on
     10/6/2008 Aa1 Placed Under Review for Possible Downgrade

  -- Cl. M-1 Certificate, Downgraded to Caa3; previously on
     10/6/2008 Aa2 Placed Under Review for Possible Downgrade

  -- Cl. M-2 Certificate, Downgraded to Ca; previously on
     10/6/2008 A2 Placed Under Review for Possible Downgrade

  -- Cl. M-3 Certificate, Downgraded to Ca; previously on
     4/4/2008 Baa2 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.


GRF MEDSPA: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GRF Medspa Broadway Plaza, LLC
        dba Pure Med Spa
        3440 Preston Ridge Road, Suite 450
        Alpharetta, GA 30005

Bankruptcy Case No.: 08-85038

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GRF Medspa Redmond Town Center Mall, LLC           08-85039
GRF Medspa Santa Ana, LLC                          08-85040
GRF Medspa Santa Clara, LLC                        08-85041
GRF Medspa Southcenter, LLC                        08-85042
GRF Medspa Washington Square Mall, LLC             08-85043
GRF Medspa Village at Corte Madera, LLC            08-85044

Chapter 11 Petition Date: December 4, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  rwilliamson@swlawfirm.com
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880

Estimated Assets: Less than $50,000

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

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

            http://bankrupt.com/misc/ganb08-85038.pdf


GROWERS DIRECT: CFO K. Muhuri Owns 570,000 Shares
-------------------------------------------------
Nepal Kanti Muhuri, Growers Direct Coffee Company, Inc.'s chief
financial officer and director, disclosed in a Form 4 filing with
the Securities and Exchange Commission that he may be deemed to
beneficially own 570,000 shares of the company's common stock
after the Oct. 16, 2008, purchase of 500,000 shares of common
stock at $0.05 per share.

There were 37,413,992 shares outstanding of common stock of the
company at Sept. 30, 2008.

Headquartered in Berkeley, California, Growers Direct Coffee
Company Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/
-- is a world-wide distributor and a marketer of the green bean
coffee grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican
Blue Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.

                     Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Growers Direct Coffee Company Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's significant
operating losses.


GROWERS DIRECT: Board Appoints Sean Tan as CEO and President
------------------------------------------------------------
The board of directors of Growers Direct Coffee Company, Inc.
appointed Sean Tan as a director, president and chief executive
officer.

Mr. Tan holds a Bachelor's degree in Economics and Political
Science from Northern Illinois University and a Master's degree in
Public Administration from Pennsylvania State University in
December.  Mr. Tan has banking and international consulting
experience.  He has been involved in consulting business since
2001.

The company has entered into a definitive management agreement
dated Nov. 20, 2008, with Mr. Tan.  Mr. Tan will perform the
duties customarily performed by the president and chief executive
officer and the other duties as reasonably requested by the
chairman or the board of directors of the company.  These duties
will include, but not be limited to signing SEC filings and
certifications required by the Sarbanes-Oxley Act and other
responsibilities assigned by the board.  The term of Tan's
agreement engagement is for 12 months unless terminated sooner in
accordance with the provisions of the agreement.  The company will
make monthly management fee payment of $6,000 to Mr. Tan, in
arrears, on the 25th day of each month. After 12 months, Mr. Tan's
monthly management fee payment will increase to $10,000 per month.
Under this agreement, Mr. Tan will be issued 1,500,000 restricted
common shares of the company.

The company has also entered into a definitive management
agreement dated Nov. 20, 2008, with Nepal Muhuri.  Mr. Muhuri will
the duties customarily performed by the chief financial officer
and secretary and such other duties as reasonably requested by the
chairman or the board of directors of the company.  These duties
will include, but not be limited to signing SEC filings and
certifications required by the Sarbanes-Oxley Act and other
responsibilities assigned by the board.  The term of Mr. Muhuri's
agreement engagement is for 12 months unless terminated sooner in
accordance with the provisions of the agreement.  The company
disclosed in the filing that it will make monthly management fee
payment of $5,000 to Mr. Muhuri, in arrears, on the 25th day of
each month.  After 12 months, Mr. Muhuri's monthly management fee
payment will increase to $10,000 per month.  Under this agreement,
Mr. Muhuri will be issued 1,500,000 restricted common shares of
the company.

A full-text copy of the agreement with Mr. tan is available for
free at http://ResearchArchives.com/t/s?3601

A full-text copy of the agreement with Mr. Muhuri is available for
free at http://ResearchArchives.com/t/s?3602

In a separate filing, the company disclosed that Michael Rynning
has resigned as a director effective Oct. 31, 2008.  Growers
Direct and Mr. Rynning have terminated the management agreement
dated Aug. 15, 2008.

                       About Growers Direct

Headquartered in Berkeley, California, Growers Direct Coffee
Company Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/
-- is a world-wide distributor and a marketer of the green bean
coffee grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican
Blue Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.

                     Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Growers Direct Coffee Company Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's significant
operating losses.


GROWERS DIRECT: September 30 Balance Sheet Upside-Down by $2.9MM
----------------------------------------------------------------
Growers Direct Coffee Company Inc.'s balance sheet at Sept. 30,
2008, showed total assets $919,101 and total liabilities of
$3,866,929, resulting in a stockholders' deficit of $2,947,828.

For the three months ended Sept. 30, 2008, the company reported
net loss of $789,713 compared to net loss of $2,464,180 for the
same period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $3,782,483 compared with net loss of $8,125,820 for the
same period in the previous year.

Cash equivalents comprise certain highly liquid instruments with a
maturity of three months or less when purchased. As at Sept. 30,
2008 and Dec. 31, 2007, cash and cash equivalents consist of cash
only.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3605

In a separate filing, the company disclosed that it has received a
notice of late filing from the Securities and Exchange Commission
on Nov. 7, 2008.  The company stated that the required financial
statements for the period ended Sept. 30, 2008, was delayed due to
lack of funds to pay for unreasonable expenses.

              About Growers Direct Coffee Company Inc.

Headquartered in Berkeley, California, Growers Direct Coffee
Company Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/
-- is a world-wide distributor and a marketer of the green bean
coffee grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican
Blue Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.

                     Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Growers Direct Coffee Company Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's significant
operating losses.


GUIDED THERAPEUTICS: To Issue $2.3 Million 15% Sub. Secured Notes
-----------------------------------------------------------------
On December 1, 2008, Guided Therapeutics, Inc., entered into a
Note Purchase Agreement with 28 existing and new lenders, pursuant
to which the company will issue approximately $2.3 million in
aggregate principal amount of 15% subordinated secured convertible
notes due December 1, 2011, and warrants exercisable for 1,558,878
shares of the company's common stock.

The Convertible Notes will be subordinated to the existing senior
secured obligations of the company, which are secured by (a) a
first priority lien on all of the company's assets; (b) a guaranty
by the company's wholly owned subsidiary, InterScan, Inc.; (c) a
lien on all of InterScan's assets; and (d) a pledge on all issued
and outstanding stock of the company and InterScan. No payments
will be due under the Convertible Notes until they mature on
December 1, 2011.  The Convertible Notes will bear interest at 15%
per year, payable on the Maturity Date, absent an event of default
(in which case the interest rate increases to 20%).

The Convertible Notes will be convertible into approximately
3,556,580 shares of the company's common stock, at a conversion
rate of $0.65 per share, subject to certain adjustments.  The
Warrants will be immediately exercisable for 11,558,878 shares at
an exercise price of $0.65 per share, subject to certain
adjustments.  The Loan Agreement also provides certain
registration rights to the Lenders with respect to the shares of
the company's common stock underlying the Convertible Notes and
Warrants.

Approximately $1.1 million of the proceeds from the Loan Agreement
will be used to convert existing debt into Convertible Notes, and
approximately $0.2 million will be used to retire debt from
previous loans.  The remaining funds, less fees and expenses, are
intended for use in product development, working capital and other
corporate purposes.

The unsecured notes issued to Dolores Maloof on April 10, 2008, in
the aggregate principal amount of $400,000, plus interest, will be
converted into Convertible Notes, as will be notes issued under
the note purchase agreement, dated July 7, 2008, in aggregate
principal amount of $625,000, plus interest, held by Ressler &
Tesh, PLLC, Richard Blumberg and designated Investors, Dr. George
Goll, Jill T. Gentile, Gregory S. Petrie, Mark E. Brennan &
Maureen C. Brennan, Jt. Tenants WROS, Michael Moore, Benny H.
Screws, The Sternfeld Family Trust, Peter L. Reininger, John C.
Imhoff and J.E. Funderburke.

Of the $2.3 million in aggregate principal value of the
Convertible Notes, approximately $1.1 million will be issued in
exchange for existing securities of the company and the remaining
approximately $1.2 million will be issued for cash.

The Lenders include John E. Imhoff, William Zachary, Jr. Michael
C. James, Dr. Ronald W. Hart and Ronald W. Allen, all directors of
the company, who collectively own an aggregate of approximately
28% of the company's outstanding common stock.

                       Going Concern Doubt

In the company's Quarterly Report for the period ended June 30,
2008, Mark L. Faupel, president, chief executive officer and
acting chief financial officer, related that at June 30, 2008, the
company's current liabilities exceeded current assets by
approximately $5.0 million and it had a capital deficit due
principally to its recurring losses from operations.  "As of
June 30, 2008, the company was past due on payments due under its
Convertible Notes payable in the amount of $531,000 and under a
90-day 13% convertible, unsecured note payable in the amount of
$250,000, as well as an unsecured, non-interest bearing note
payable in the amount of $10,000.  In March 2007, the company
borrowed $2.8 million and repaid existing noteholders $1.2
million, including related interest. In addition, $1.9 million of
existing loans were converted into secured convertible notes
payable in March 2010."

"The company was successful in raising approximately $831,000
additional capital during the second quarter of 2008.  The funds
were used as general working capital.  If additional capital
cannot be raised at some point in the fourth quarter of 2008, the
company might be required to enter into unfavorable agreements or,
if that is not possible, be unable to continue operations, and to
the extent practicable, liquidate or file for bankruptcy
protection.  As of [November 25, 2008], the effort is on-going,
and has resulted in additional capital of $460,000 through the
issuance of short-term (30 to 90 days) promissory notes.
Subsequent to the end of the quarter ended June 30, 2008 we also
issued series of short-term promissory notes totaling $234,000,
bearing interest at 16% per year to complete the closing of our
Note Purchase Agreement.  These factors raise substantial doubts
about the company's ability to continue as a going concern.
Additional debt or equity financing will be required for the
company to continue its business activities.  If additional funds
do not become available, the company has plans to curtail
operations by reducing discretionary spending and staffing levels.
If funds are not obtained, the company will have to curtail its
operations and attempt to operate by only pursuing activities for
which it has external financial support, such as the National
Institute on Alcohol Abuse and Alcoholism contract and the
National Cancer Institute funding.  However, there can be no
assurance that external financial support will be sufficient to
maintain even limited operations, or that the company will be able
to raise additional funds on acceptable terms, or at all."

"Management intends to obtain additional funds through sales of
intangibles assets, debt or equity financings and collaborative
partnerships.  Management believes that debt or equity financing
expected to be obtained in the fourth quarter of 2008, along with
funds from government contracts and grants, and other strategic
partnerships, will be sufficient to support planned operations
through December 31, 2008, during which production of the
company's cervical cancer detection device could be launched."

                       About Guided Therapeutics

Guided Therapeutics, Inc. (Other OTC: GTHP.PK) --
http://www.spectrx.com-- Guided Therapeutics, Inc., a medical
technology company, together with its subsidiaries, develops
products for the non-invasive cervical cancer detection and
diabetes markets.  The company is developing a non-invasive
cervical cancer detection product using its biophotonic
technologies, which is used to identify cervical cancers and
precancers painlessly, non-invasively, and at the point-of-care by
scanning the cervix with light, then analyzing the light reflected
or emanating from the cervix to produce a map or image of diseased
tissue.  Guided Therapeutics has license agreements with Georgia
Tech Research Corporation and Altea Technologies, Inc.  The
company, formerly known as SpectRx, Inc., was founded in 1992 and
is based in Norcross, Ga.


HARTFORD/NORTHWEST: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hartford/Northwest, LLC
        1150 Suncast Ln #2
        El Dorado Hills, CA 95762

Case No.: 08-38100

Chapter 11
Petition Date: December 8, 2008

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

Judge: Robert S. Bardwil

Debtor's Counsel: Howard S. Nevins, Esq.
                  2150 River Plaza Dr #450
                  Sacramento, CA 95833-3883
                  (916) 925-6620

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

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

The Debtor does not have creditors who are not insiders.


HERFF JONES: Terminated Deal Cues Moody's to Withdraws Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew the ratings and outlook of
Herff Jones, Inc. following the termination of its agreement with
American Achievement Group Holding Corp. since, as a consequence,
the company will not raise any debt financing.

These ratings are withdrawn:

  -- Ba3 Corporate Family Rating

  -- B1 Probability of Default Rating

  -- Ba3 $100 million revolving credit facility, 5 years (LGD3,
     35.72%)

  -- Ba3 $335 million term loan A, 5 years (LGD3, 35.72%)

  -- Ba3 $300 million term loan B, 7 years (LGD3, 35.72%)

  -- Stable Outlook

Moody's latest rating action was the first-time assignment of
ratings to Herff Jones, including the Ba3 corporate family and B1
probability of default ratings, on September 10, 2008.

Herff Jones, Inc .is a leading manufacturer and publisher of
graduation related items sold throughout North America.  The
principal methodology used in rating Herff Jones was the Global
Packaged Goods Industry which can be found at www.moodys.com in
the Credit Policy & Methodologies directory, in the Ratings
Methodologies subdirectory.


HINES HORTICULTURE: Court Approves Sale Bidding Procedures
----------------------------------------------------------
Hines Horticulture Inc. and its debtor-affiliates won approval
from the United States Bankruptcy Court for the District of
Delaware to hold an auction for its business on Dec. 15.

Bids are due Dec. 14, and the Debtors will conduct an auction the
next day if multiple bids are received.  The Debtors will present
the results of the auction to the Court at a Dec. 16 sale hearing.

According to Bloomberg's Bill Rochelle, the auction was hurriedly
arranged after Black Diamond Capital Management LLC, the intended
buyer, was finally able to line up financing 10 weeks after the
original deadline.

Black Diamond, according to Mr. Rochelle, has offered $70 million,
including as much as $58 million cash to pay off the pre-
bankruptcy secured loans and financing for the Chapter 11 case.
Black Diamond would also pay as much as $12 million toward debt
owing to suppliers.

Bids for the Debtors' assets with a $2,750,000 deposit must
delivered no later than 5:00 p.m., on Dec. 14, 2008.  An auction
will take place the next day at 1:00 p.m., at the offices of Young
Conaway Stargatt & Taylor LLP at The Brandywine Building, 1000
West Street, 17 floor in Wilmington, Delaware.  Overbid will be
made in increments of at least $500,000 at the auction.

The Debtors' investment banker Miller Buckfire & Co. LLC said it
has a list of interested parties to purchase the Debtors' assets
but it did not name any of them.

In addition, the Debtors and their investment banker will provide
Bank of America N.A., agent for the Debtors' postpetition secured
lenders, reports of all sale efforts, expressions of interest and
offers received.

The Court will also consider at the Dec. 16 hearing Hines' request
to extend its exclusive right to file a Chapter 11 plan until
March 18, Bloomberg says.  The Plan is built upon the sale of the
business to Black Diamond.  Bank of America, Hines Horticulture's
indenture trustee for 10-1/4% callable bonds with a principle
amount of $175 million due in 2011, is expected to receive full
repayment under the plan, Bloomberg relates.

Hines' request to implement an asset sale incentive program for 17
of its key employees in connection with the sale of the Debtors'
assets will also be heard Dec. 16.  As reported by the Dec. 5
edition of the Troubled Company reporter, a maximum pool of
$1.6 million available for award under the incentive program, and
employees will be eligible to receive up to 135% of their base
salary.  Hines has talked to Black Diamond about funding of the
incentive plan.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' case.  When the Debtors
filed for protection from their creditors, they listed assets and
debts of between $100 million and $500 million each.


HORIZON LINES: S&P Cuts Rating on Senior Unsecured Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on shipping
company Horizon Lines Inc., including lowering the long-term
corporate credit rating to 'B+' from 'BB-'.  At the same time, S&P
lowered the rating on the senior secured debt to 'BB', two notches
above the new corporate credit rating, from 'BB+', while leaving
the recovery rating on this debt unchanged at '1' indicating
expectations of very high (90%-100%) recovery in the event of a
payment default.  In addition, S&P lowered the rating on the
senior unsecured notes to 'B-' from 'B', two notches below the new
corporate credit rating, while leaving the recovery rating on this
debt unchanged at '6', indicating expectations of a negligible
(0%-10%) recovery in the event of a payment default.  The outlook
is negative.

"The downgrade reflects our expectation that earnings will remain
under pressure due to weak macroeconomic conditions in the markets
served, with Puerto Rico being the hardest hit.  This weakness has
deepened through the year, causing the company to make multiple
downward revisions to its earnings estimates," said S&P's credit
analyst Funmi Afonja.  For example, the company gave an EBITDA
guidance of $175 million-$185 million in February 2008 and lowered
it several times to $120 million-$130 million by October 2008.
Given current uncertainty over the depth and duration of the U.S.
recession, S&P is maintaining a negative outlook on the company.

Ratings on Charlotte, N.C.-based Horizon Lines reflect the
company's highly leveraged financial profile, shareholder-friendly
financial policies, and participation in the capital-intensive and
competitive shipping industry.  Positive credit factors include
barriers to entry afforded by the Jones Act (which applies to
intra-U.S. shipping) and relatively stable demand from the
company's diverse customer base.

Horizon Lines primarily transports goods between the continental
U.S. and Alaska, Hawaii, Guam, Micronesia, Asia, and Puerto Rico.
The company also operates a fully integrated logistics services
business.

As of Sept. 30, 2008, debt to EBITDA (adjusted for operating
leases) was 6.6x, compared with 4.9x in the prior period.  Over
the past year, credit measures have weakened due largely to margin
pressure from elevated fuel prices and weaker volumes and due to
debt-financed share buybacks.  S&P expects that credit measures
will remain vulnerable to weakening macroeconomic conditions and
be less affected by fuel prices that have moderated in recent
months.

The negative outlook reflects the potential for a further material
weakening in the company's financial profile, due to the effects
of a potential severe U.S. recession.  If that were to occur,
causing debt to EBITDA to rise above 7x on a sustained basis, S&P
would likely lower ratings.  S&P could revise the outlook to
stable if earnings and credit metrics strengthen as a result of
improved market conditions, although S&P does not anticipate such
an improvement over the near term.


IFLOOR INC: Gets Initial Approval to Use Square 1 Cash Collateral
-----------------------------------------------------------------
The Deal's Mike Schoeck reports that the Hon. Philip H. Brandt of
the United States Bankruptcy Court for the Western District of
Washington authorized iFloor Inc. to use, on the interim basis,
cash collateral from Square 1 Bank of Seattle owed $4.5 million in
prepetition debt.

Mr. Schoeck says the debtor must begin making adequate protection
payments to the bank.

In addition, the Court has entered two orders to ensure that the
Debtor would begin making monthly payments to its utilities
companies, Mr. Schoeck relates.  Another court order guaranteed
the Debtor to begin making payment to temporary personnel on
Dec. 12, 2008, for its next $56,000 monthly payroll, he adds.

A hearing is set for Dec. 31, 2008, to consider final approval of
the motion, Mr. Schoeck notes.

Headquartered in Tukwila, Washington, iFLOOR, Inc. sells floor-
related products.  The company filed for Chapter 11 protection
on December 4, 2008 (Bankr. W.D. Wash. Case No. 08-18376).  Mark
D. Northrup, Esq., at Graham & Dunn PC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed assets between $1 million and
$10 million, and debts between $10 million and $50 million.


IFLOOR INC: Blames Bankruptcy on Weakening Economy
--------------------------------------------------
Internetretailer.com reports that that iFloor, Inc., has filed for
Chapter 11 protection in the U.S. Bankruptcy Court for the Western
District of Washington.

iFloor said in a statement that it has been hurt by the economy,
particularly the decline in the housing and remodeling industries.
iFloor, according to Internetretailer.com, said that it has
attempted in recent months to cut operating expenses and find new
funding sources.

iFloor posted on its Web site that it will be clearing out
inventory over the next several days and that more than $2 million
in inventory will be sold.

Tukwila, Washington-based iFLOOR, Inc. -- http://www.ifloor.com/-
- filed for Chapter 11 protection on Dec. 4, 2008 (Bankr. W. D.
Wash. Case No. 08-18376).  Mark D. Northrup, Esq., at Graham &
Dunn PC represents the company in its restructuring effort.  The
company listed assets of $1,000,000 to $10,000,000 and debts of
$10,000,000 to $50,000,000.


INVESTMENT EQUITY: Files First Plan of Reorganization
-----------------------------------------------------
Investment Equity Holdings, LLC submitted to the U.S. Bankruptcy
Court for the District of Arizona on Dec. 8, 2008, its First Plan
of Reorganization and First Disclosure Statement explaining its
First Plan of Reorganization.

                         Plan Funding

The Debtor's original plan when it purchased an undeveloped 30
acre property fronting the 101 freeway in Glendale, Arizona,
between 83rd and Bell Road across from the Arrowhead Town Center,
was to develop a 100,000 square foot office condominium
development project, featuring three two-story buildings and had
named this project Palm Canyon Business Park.

With the decline of the real estate market coupled with the
failure of banks to make loans to buyers, the Debtors recognized
that the highest and best use of the property was to develop it
into an entertainment center entitled Palm Canyon as described in
the Plan of Reorganization.

A "Family Fun Center Park" would utilize a portion of the subject
property.  Wave House Development, who utilizes proprietary
technology to create waves for surfing and other water sports and
activities in theme parks and other commercial areas, is currently
in discussions with the Debtor to lease approximately half of the
Debtor's property for them to construct their facilities.

Debtor has retained Technical Solutions to complete the re-zoning
of the property from PAD to C-2 which is estimated to take 4 to 6
months.  The Debtor also has had discussions with the City of
Glendale who it says has shown great interest in the project.
Debtors believes this re-zoning will increase the value of the
property.  Pursuant to the Plan, Home National Bank, the first
lien holder on the property, will be paid in cash within 30 days
of re-zoning of the property.

Potential investors have been invited to acquire a percentage of
interest or a percentage thereof, in the reorganized debtor.
These proceeds, in conjunction with the Property's revenues will
provide the necessary funds to Debtor to pay creditors under the
Plan.

              Classification and Treatment of Claims

Class 1, which consist of all claims for the cost of
administration of the Debtor's bankruptcy estate, will be paid
100%, in cash.

Class 2, which consist of allowed claims arising under Sec.
507(a)(3) and (4) including claims for wages and vacation pay
earned by employees of the Debtor within 90 days before the filing
of the bankruptcy petition, will be paid 100%, in cash.

Class 3, which consist of all allowed claims of the United States
Internal Reveue Service, the State of Arizona, Department of
Revenue and the Department of Economic Security, City of Tucson or
other government agency which are entitled to priority pursuant to
507(a)(7) of the Bankruptcy Code except ad valorem taxes, shall
retain its lien or claim, in accordance with Sec. 1129 of the
Bankruptcy Code.  The claim shall bear simple interest at a fixed
rate.  Any Class 3 Claims shall be paid within 30 days of the
completion of the re-zoning of the property.

Class 4, which consist of prepetition allowed Secured Ad Valorem
Real Property Tax Claims of Maricopa County will be paid within 60
days of completion of the re-zoning of the property.

Class 6, which consists of the allowed secured claim of Home
National Bank, will be paid within 30 days of completion of the
re-zoning of the property.

Class 7, which consists of the allowed secured claim of Investment
Equity Development of Arizona to the extent of the value of the
secured creditor's interest in the Debtor's interest in real
property, shall be paid the full amount of its allowed claim
within 60 days of the completion of the re-zoning of the property.

Class 8, which consist of all unsecured claims against the Debtor,
shall be paid in an amount equal to 100% of their allowed claims
within 180 days of the completion of the re-zoning of the
property.

Class 9, which consists of the Debtor's equity holders, will
retain their current percentage of interest or a portion thereof
by becoming participating investors.  They shall be allowed to
contribute to the substantial capital required to fund the Plan or
make capital improvements for the Debtor as allowed by the
Debtor's Board of Directors.

Class 10, which consist of claims of all contingent, unliquidated
and disputed claims, shall receive no distribution under the Plan.

Class 11, which consists of the claims of participating investors,
may be required to contribute substantial capital to fund the Plan
or make capital improvement to the subject property.

Classes 1 and 2, which are unimpared under the Plan, are
authomatically deemed to have accepted the Plan.  Class 3 through
11 are impaired.

The Debtor has not included a Cash Flow projection or Sources and
Uses of Cash as the Debtor proposed to pay all secured claims
within 60 days of the re-zoning of the property.

                   Post-Confirmation Management

The reorganized Debtor will continue to be managed by Dale Dowers
and David Inman.

A full-text copy of the First Plan of Reorganization is available
for free at:

               http://researcharchives.com/t/s?360b

A full-text copy of the First Disclosure Statement explaining the
First Plan of Reorganization available for free at:

               http://researcharchives.com/t/s?360c

                     About Investment Equity

Headquartered in Las Vegas, Nevada, Investment Equity Holdings,
LLC operates a real estate business.  The company filed for
Chapter 11 protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No.
08-11956).  Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC,
reresents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,000,000, and total debts of $9,561,514.


ISATIS INTERNATIONAL: Case Summary & 4 Largest Creditors
--------------------------------------------------------
Debtor: Isatis International, Inc
        dba Pacific Coast Inn
        P.O. Box 1620
        La Jolla, CA 92038

Case No.: 08-12545

Chapter 11
Petition Date: December 8, 2008

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Thomas C Nelson, Esq.
                  550 West C Street, Suite 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245
                  Email: Tom@tcnlaw.com

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

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

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

          http://bankrupt.com/misc/casb08-12545.pdf


KB TOYS: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------
Debtor: KB Toys, Inc.
        aka See Annex A
        100 West Street
        Pittsfield, MA 01201

Bankruptcy Case No.: 08-13269

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
KB Toys of Massachusetts, Inc.                     08-13270
KB Toys Retail, Inc.                               08-13271
KB Toys Gift Cards, Inc.                           08-13272
KB Toys Puerto Rico, Inc.                          08-13273
KB Toys Merchandising, Inc.                        08-13274
Creative Innovations & Sourcing HK, Inc.           08-13275
Creative Innovations & Sourcing, LLC               08-13276
KB Holdings, LLC                                   08-13277

Related Information: The Debtors operates a chain of retail toy
                     stores.

                     On Jan. 14, 2008, the Debtor and 69 of its
                     affiliates filed for protection under
                     Chapter 11 of the Bankruptcy Code, which
                     were administratively consolidated under
                     Case No. 04-10120.  Two of the 200
                     bankruptcy cases remain open, KB Toys Inc.
                     and KB Toy of Massachusetts Inc.

                     In connection with the emergence of KB Toys
                     from bankruptcy in August 2005, and the
                     subsequent organizational restructuring, the
                     assets and operations of may of these prior
                     debtors were transferred among then existing
                     debtor entities and consolidated with KB
                     Toys Group.

                     Furthermore, most of the entities involved
                     were either dissolved or were merged into
                     surviving entities, and several of them
                     changed their names.  As a result, nine
                     Debtors and four inactive special purpose
                     units which are not debtors.

                     See: http://www.kbtoys.com/

Chapter 11 Petition Date: December 11, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Joel A. Waite, Esq.
                  Matthew Barry Lunn, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Debtors' Co-Counsel: Wilmer Cutler Pickering Hale and Dorr
                     LLP

Financial and Restructuring Advisor: FTI Consulting Inc.

Claims and Noticing Agent: Epiq Bankruptcy Solutions, LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by president and chief executive officer
Andrew Bailen.

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Li & Fung Toy Island           trade-foreign     $27,204,977
Manufacturing                  consolidation
Attn: Eddie Chan
1/F Hong Kong Spinners Inc.
800 Cheung Sha Wan Road
Kowloon, Hong Kong China
Tel: 011-852-2300-5555
Fax: 011-852-2300-5786

Mattel Toys                    trade             $1,292,351
Attn: Kathleen Simpson
      Taylor
MI-1204
333 Continental Boulevard
El Segundo, CA 90245
Tel: (310) 252-4223
Fax: (310) 252-2860

Energizer Battery              trade             $728,127
Attn: Jody McMackin
533 Maryville University Dr.
St. Louis, MO 63141
Fax: (856) 772-0884

WorkflowOne                    non trade        $672,060
Attn: Theresa
PO Box 644108
Pittsburg, PA 15264
Fax: (920) 661-4010

Legends LP                     trade            $435,521

Hasbro Inc. (Milton Bradley)   trade            $424,625

HBG New Jersey LLC             rent warehouse   $414,311

Lego Systems Inc.              trade            $374,702

JA-RU Inc.                     trade            $336,414

TMP International              trade            $334,508

SVG Distribution Inc.          trade            $333,499

Publications International     trade            $313,355
Ltd.

JJ Bean Inc.                   trade            $226,456

Mattel Brands                  trade            $200,769

Hasbro Inc. (Kenner)           trade            $186,550

Gamers Factory Inc.            trade            $177,625

Goffa International            trade            $153,347
Corporation

Cokem International            trade            $146,964

Windsor Marketing Corp.        non trade        $126,262
                               advertising

United States Playing Cards    trade            $123,839

Croy & Associates              trade            $123,270

Crayola LLC                    trade            $122,193

Mega Brands America            trade            $115,472

Skullduggery Inc.              trade            $111,381

C&F Worldwide Agency Corp.     non-trade        $109,021

Mattel Sales (Radica)          trade            $108,118

Kids Only Inc.                 trade            $100,927

Lisa Frank Inc.                trade            $99,548

Metro Tech                     non trade        $98,670

Sakar International            trade            $93,535

Toy Invest/Toy Smith           trade            $91,877

Imperial Toy Corporation       trade            $89,811

Finn Dixon & Herling LP        legal            $89,419

Moore Wallace                  non trade        $88,726

Spin Masters Inc.              trade            $87,970

Mattel Sales Corp. (Arco)      trade            $87,177

Trends International Inc.      trade            $83,589

K'Nex Limited Partnership      trade            $83,121
Group

Tru Company Inc.               trade            $80,058

Bang Zoom                      non trade        $75,000


KB TOYS: Files for 2nd Chapter 11 Protection; To Start GOB Sales
----------------------------------------------------------------
Peg Brickley at The Wall Street Journal reports that KB Toys,
Inc., has filed for bankruptcy protection in the U.S. Bankruptcy
Court for the District of Delaware, after exiting from a prior
Chapter 11 case three years ago.

WSJ relates that KB Toys was hurt by declining sales.

WSJ relates that KB Toys first filed for Chapter 11 protection in
2004 under that ownership of Boston private equity investor Bain
Capital, whom unsecured creditors accused of improperly draining
cash from the company in a dividend recapitalization deal.
According to the report, two lawsuits involving the
recapitalization arrangement were settled.  Court documents show
that more than $27 million in litigation settlements went into the
coffers of the first KB Toys Chapter 11 case in the fourth quarter
of 2006, when creditors who had dropped a lawsuit against Bain
Capital in Massachusetts canceled a bankruptcy court motion
involving the lawsuit.

WSJ states that about half of the original KB Toys outlets were
closed during its first bankruptcy case, which started in 2004.
Prentice Capital Management Inc., according to WSJ, acquired the
remaining stores for $20 million, and said that it would try to
revive the operation.  Court documents say that Prentice Capital
owns almost 90% of KB Toys.  WSJ states that the rest of KB Toys
is property of a trust set up to find money for creditors who
weren't paid in the first bankruptcy proceeding.  A part of the
new KB Toys was set aside in a trust for creditors to give them a
chance at improving their recovery if the company did well, the
report says.

WSJ reports that under the first Chapter 11 reorganization plan,
toy makers and other unsecured creditors would get less than 10
cents on the dollar of what they were owed, but KB Toys' new
bankruptcy filing brings doubt on the value of the portion of the
creditor recovery that depends on the success of the new KB Toys.

KB Toys said in court documents that it wants to start with going-
out-of-business sales at hundreds of its stores right away "to
take advantage of the last two weeks of the holiday selling
season."

KB Toys, according to WSJ, has 277 stores located primarily in
shopping malls, along with 40 KB Toy Works stores in strip malls.
Court documents say that the company runs 114 outlet stores and 30
temporary "holiday stores."  WSJ states that KB Toys operates
wholesale distribution business, Creative Innovations and Sourcing
LLC, and which court documents say would also go up for sale.

WSJ relates that KB Toys owes:

     -- $65 million on loans to first-lien lenders,

     -- $30 million on letters of credit to the first-lien group,
        and

     -- $95 million to second-lien lenders.

KB Toys hired Wilmer Cutler Pickering Hale & Dorr and Young
Conaway Stargatt & Taylor as its bankruptcy counsel, the same law
firms that represented the company in its first restructuring
effort, WSJ states.

                        About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys Inc.
-- http://www.kbtoys.com/-- is a combined mall-based and online
specialty toy retailer.  The company and its affiliates operate a
chain of retail toy stores.


KEANE INTERNATIONAL: Moody's Cuts Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered Keane International Inc.'s
corporate family rating to B2 from B1.  Simultaneously, Moody's
also lowered the ratings on the company's senior secured credit
facilities to B2 from B1.  The ratings downgrade reflects the
company's weaker than expected financial performance resulting in
weaker credit metrics and expectations of continued pressure on
revenues and profitability in a weak macro economic environment.

The company has experienced decline in revenues and EBITDA over
the last twelve months and has significantly underperformed its
budget.  The integration of legacy Keane with Caritor has been
challenging and the expected revenues and profitability
improvement has not materialized.  Keane's B2 CFR reflects the
company's modest size and low profitability, as measured by its
pretax income and asset returns, its financial strength, as
measured by its high financial leverage and moderate interest
coverage, and its business profile, as measured by its client
concentration.  The rating is constrained by Moody's expectation
that Keane will continue to experience pressure in its revenues
and profitability due to continued weakness and uncertainty in the
overall macro environment, which could curb end-market demand for
the company's services offerings among financial institution
customers and prospects.  The rating is supported by Keane's good
market position with comprehensive service offerings and a
balanced near-shore / off-shore strategy in a large IT services
market and its good liquidity profile.

The stable rating outlook reflects Moody's expectation that the
company will be able to continue to generate positive free cash
flow and maintain good liquidity.

These ratings are lowered:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- $50 million revolving credit facility (due 2013) to B2, LGD
     3, 46% from B1, LGD 3, 48%

  -- $45 million synthetic letter of credit facility (due 2013)
     to B2, LGD 3, 46% from B1, LGD 3, 48%

  -- $600 million first lien term loan (due 2013) to B2, LGD 3,
     46% from B1, LGD 3, 48%

The previous rating action occurred on April 20, 2007 when Moody's
assigned Keane B1 CFR and assigned a B1 rating to the company's
first lien credit facilities ($600 million term loan, $50 million
revolving credit facility, and $45 million synthetic letter of
credit facility).

Headquartered in San Ramon, California, Keane International, Inc.,
is an IT services firm specializing in application management /
maintenance, application development / integration and business
process outsourcing services for enterprise customers in various
industry verticals.  The company reported revenues of $974 million
for the twelve months ended September 2008.


LA REINA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: La Reina, Inc.,
        316 North Ford Blvd
        Los Angeles, CA 90022

Case No.: 08-31458

Chapter 11
Petition Date: December 10, 2008

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

Judge: Ernest M. Robles

Debtor's Counsel: Marc J Winthrop, Esq.
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  949-720-4100
                  Email: pj@winthropcouchot.com

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

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

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

        http://bankrupt.com/misc/cacb08-31458.pdf


LEHMAN BROTHERS: Neuberger Sale Valued at $1.2 Billion
------------------------------------------------------
Lehman Brothers Holdings Inc.'s sale of its investment-management
division is valued at about $1.2 billion in stock, Bloomberg News
said, citing two people familiar with the transaction.

As reported by yesterday's Troubled Company Reporter, LBHI 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.

LBHI and NBSH Acquisition, LLC, an entity formed by executives at
Neuberger Berman, won the bidding for LBHI's investment management
unit, beating other competing bids including the joint bid by
stalking-horse bidder Bain Capital Partners and Hellman &
Friedman, who were paid $52 million as a result of the termination
of their deal.  A copy of the NBSH Asset Purchase Agreement is
available for free at http://bankrupt.com/misc/Lehman_NB_APA.pdf

Martin Bienenstock, Esq., at Dewey & LeBoeuf, which represents
certain creditors of Lehman, said LBHI was forced to give up
Neuberger Berman in a cash-less transaction because the unit was
eroding value.  "Neuberger management received the deal of a
lifetime by obtaining 51 percent of the common stock for no cash,
because that will take control of Neuberger away from the Lehman
bankruptcy," Mr. Bienenstock said, in a telephone interview with
Bloomberg.

The NBSH APA provides that LBHI will receive $813.8 million in new
dividend-paying preferred shares, plus common stock representing a
49% stake in the business.  Executives of Neuberger, will own the
remaining 51% stake.  At the closing, NBSH will issue:

    -- to LBHI 93% of the preferred shares and all of the class A
       shares, representing 49% of the total common shares.

    -- to the executives 7% of the referred shares and all Class B
       shares, representing 51% of the total common shares.

"Our team has stayed together, with turnover of about 2 percent,
during an extraordinary time," George Walker, chief executive
officer of Neuberger Investment management, said in an e-mailed
statement, according to Bloomberg.  "Our people are enthusiastic
about the future of this firm."

                       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).


LENDINGCLUB CORP: Sept. 30 Balance Sheet Upside Down by $11.5 Mil.
------------------------------------------------------------------
As of September 30, 2008, LendingClub Corporation's balance sheet
showed total assets of $15,116,781, total liabilities of
$11,444,154, total preferred stock of $15,204,287, and total
stockholders' deficit of $11,531,660.

In a regulatory filing with the Securities and Exchange
Commission, Renaud Laplanche, chief executive officer, and Richard
G. Castro, vice president for finance and administration, relate
certain conditions that raise substantial doubt about the
company's ability to continue as a going concern.

"To strengthen our financial position, on September 29, 2008, we
completed a $4.1 million equity financing round, and $1.0 million
of our convertible notes were converted into equity," Messrs.
Laplanche and Castro said.

"The company has incurred operating losses since its inception.
For the three and six months ended September 30, 2008 and 2007,
the company incurred a net loss of $3.3 million, $7.1 million,
$1.6 million and $2.7 million, respectively.  For the six months
ended September 30, 2008 and 2007, the company had negative cash
flow from operations of $4.4 million and $2.6 million,
respectively.  Additionally, as of September 30, 2008, the company
had an accumulated deficit of $14.9 million since inception."

"Since its inception, the company has financed its operations
through debt and equity financing from various sources.  The
company is dependent upon raising additional capital or seeking
additional debt financing to fund its current operating plans for
the foreseeable future.  Failure to obtain sufficient debt and
equity financing and, ultimately, to achieve profitable operations
and positive cash flows from operations could adversely affect the
company's ability to achieve its business objectives and continue
as a going concern.  Further, there can be no assurance as to the
availability or terms upon which the required financing and
capital might be available."

A full-text copy of the company's Quarterly Report is available
for free at:

http://www.sec.gov/Archives/edgar/data/1409970/000136231008007657/c77698e10vq.htm

                        About LendingClub

Lending Club is an Internet-based social lending platform that
enables its borrower members to borrow money and its lender
members to purchase Member Payment Dependent Notes, the proceeds
of which fund loans made to individual borrower members.


LIBERTY MEDIA: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Englewood, Colorado-based Liberty Media Corp., including the 'BB+'
corporate credit rating and removed them from CreditWatch, where
they were placed with negative implications, on Sept. 4, 2008.
The rating outlook is negative.

The previous CreditWatch listing was prompted by Liberty Media's
plan to distribute businesses and assets attributed to Liberty
Entertainment to existing tracking stock holders.  Liberty
Entertainment is the tracking stock issued by Liberty Media to
mirror the performance of its interest in DIRECTV Group Inc. and
Starz Entertainment LLC.  Subsequently, Liberty Media announced
that the split-off of Liberty Entertainment is being postponed due
to adverse conditions in the stock and credit markets.  S&P
believes that the split-off is likely to be postponed beyond the
first quarter of 2009, or possibly indefinitely.

"The 'BB+' rating is based on management's aggressive and
shareholder-favoring financial strategy," said S&P's credit
analyst Andy Liu.  "This is somewhat mitigated by the company's
large equity portfolio and the long-term solid business prospects
of its majority owned and wholly owned operations."

Liberty Media consists of wholly owned subsidiaries QVC Inc. and
Starz Entertainment LLC, important stakes in DIRECTV Group Inc.,
HSN Inc., IAC/InterActiveCorp, and Expedia Inc., and a portfolio
of less strategic, minority equity investments and developing
businesses.  The holding company assets include investments in
Time Warner Inc., Sprint Nextel Corp., Motorola Inc., Viacom Inc.,
Ticketmaster, and Tree.com Inc.

QVC and Starz represent the core of Liberty Media's wholly owned
businesses amid several start-up entertainment holdings.  This
relatively narrow base of operations is augmented by the company's
portfolio of high quality investments, concentrated in shares of
Time Warner Inc. (BBB+/Watch Neg/A-2), IAC/InterActiveCorp
(BB/Stable/--), Expedia Inc. (BB/Stable/--), and Viacom Inc.
(BBB/Negative/A-2).

For the 12 months ended Sept. 30, 2008, total debt to EBITDA was
high, at 10.2x.  Liberty was very active in repurchasing its own
shares, often using debt as the funding source, which has been the
key reason for escalating leverage.  Based on the state of the
credit markets, Liberty Media is beginning to shift its attention
toward reducing debt leverage and maturities over the next two to
three years.  S&P believes that a meaningful portion of Liberty
Media's discretionary cash flow will be directed toward debt
repayment over the next two to three years and that it could de-
lever somewhat as a result.  Most recently in mid November,
Liberty Media completed a cash tender for a portion of its 8.5%
senior debentures due 2029 and 8.25% senior debentures due 2030.


LOANCARE'S RESI: Fitch Downgrades Residential Servicer Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded LoanCare Servicing Center, Inc.'s
U.S. residential primary servicer ratings:

  -- Residential primary specialty subservicer rating to 'RPS4'
     from 'RPS2-';

  -- Residential primary prime servicer rating to 'RPS4' from
     'RPS3'.

The ratings are also placed on Rating Watch Evolving.

The servicer rating actions reflect the change in financial
condition of LoanCare's parent, LandAmerica Financial Group.  On
Nov. 26, 2008, Fitch downgraded the long-term Issuer Default
Rating of LFG to 'D' from 'B' following LFG's announcement that it
would be seeking Chapter 11 bankruptcy protection.

The rating actions also reflect Fitch's concern regarding the
potential impact on servicing operations of continued pressure on
LoanCare's financial flexibility in the increasingly challenging
residential mortgage market.  A company's financial condition is
an important component of Fitch's servicer rating analysis.
However, this is somewhat mitigated by the fact that LoanCare, as
a subservicer, does not have the advancing responsibilities of a
typical primary servicer.

The Rating Watch Evolving indicates that further rating actions
are possible depending upon the stability of LoanCare's financial
condition, servicing portfolio and operational capabilities, as
well as the outcome of any potential acquisition.  Fitch will
continue to monitor LoanCare's financial condition and servicing
operations.  In addition, Fitch plans to perform its annual
operational review of LoanCare's servicing platform in the first
quarter of 2009 and will provide further commentary, as
appropriate.


LOUISIANA PACIFIC: Moody's Cuts Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded Louisiana Pacific
Corporation's corporate family rating to Ba3 from Ba2 concluding a
review for possible downgrade initiated on November 4, 2008.  At
the same time, Moody's lowered the ratings on the senior unsecured
notes to Ba3 from Ba2.  LP's speculative grade liquidity rating
was affirmed at SGL-3 and the rating outlook is negative.

The downgrade reflects the company's weakened financial position
and the expectation that the company will continue to face
challenging industry conditions over the next 12 to 18 months.
The company's weakened credit protection metrics are in part due
to the severity of the slump in demand and prices for the
company's principal product -- oriented strand board.  OSB prices
have remained around industry average cash cost since mid 2006
owing to the severe downturn in new residential construction at a
time when additional OSB production capacity was coming on-line.
Moody's do not anticipate any significant improvement in the near
term and believe OSB pricing will remain depressed until the
industry capacity utilization rate increases significantly.

The company's credit protection metrics continue to lag the
company's rating and the company remains challenged with its
volatile cash flow stream, its relatively modest size, and lack of
product and geographic diversification.  A material portion of
LP's previously sizeable cash and short-term investments have been
applied towards funding negative cash flows and the company has
some near term debt maturities.  LP's credit profile is supported
by its market-leading OSB franchise and the positive long term
industry fundamentals as OSB continues to take market share from
plywood due to its relative production cost advantage.  LP has
good geographic coverage to support national and regional builders
and the company generates substantial free cash flow in strong OSB
pricing environments.  With approximately 40% of its assets
located in Canada, LP's financial performance is also influenced
by the volatile Canadian dollar.

Downgrades:

Issuer: Louisiana-Pacific Corporation

  -- Probability of Default Rating, Downgraded to Ba3 from Ba2

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     from Ba2

  -- Senior Unsecured Shelf, Downgraded to (P)Ba3 from (P)Ba2

Outlook Actions:

Issuer: Louisiana-Pacific Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Louisiana-Pacific Corporation

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at LGD4,
     58%

The company's speculative grade liquidity rating was affirmed at
SGL-3 reflecting anticipated adequate liquidity over the next 12
months.  The liquidity rating reflects the company's reduced cash
position, projected continuing cash burn over the next several
quarters and limited committed external liquidity sources.  The
company's primary source of liquidity is its cash balance that
stood at approximately $300 million on September 30, 2008.  LP's
liquidity profile also reflects the potential for alternate
liquidity through the sale of assets.  In addition, the company is
expecting a tax refund of approximately $80 million in 2009.
Although LP is taking measures to preserve cash, the ongoing cash
needs to fund its operations continue to deplete the company's
liquidity.

The negative outlook reflects continued pressure on LP's debt
protection measurements given the prospects for a protracted weak
OSB pricing environment.  Should financial results deteriorate
from expected levels, or should the company's liquidity
arrangements become impaired, LP's ratings may be lowered.  The
outlook is likely to remain negative until OSB pricing and the
company's credit protection metrics improve.

Moody's last rating action was on November 4, 2008, when LP's
ratings were put on review for possible downgrade.

Headquartered in Nashville, Tennessee, Louisiana-Pacific
Corporation is a leading manufacturer and distributor of wood
based building materials, and is North America's largest producer
of OSB.  The company has approximately 24% and 15% market share
for OSB and structural panels, respectively.


MDWERKS INC: Stockholders OK Amendment to COI, Elect Directors
--------------------------------------------------------------
MDwerks, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission the stockholders approved an
amendment to Article 4 of the Certificate of Incorporation of the
company to increase the authorized number of shares of common
stock, par value $0.001 per share, of the company from 100 million
shares to 200 million shares.

At the Oct. 29, 2008, Special Meeting, the stockholders also
approved an amendment to Section 1 of Article I of the company's
Bylaws to appropriately reflect the name of the company as
MDwerks, Inc. and an amendment to Section 2 of Article II of the
company's Bylaws to change the date of the annual meeting of the
company to May 31 of each year or the other date as the board of
directors determines.

The stockholders also elected these people to serve on the board
of directors and on these committees:

   -- Howard B. Katz, chairman of the board of directors
   -- David M. Barnes, director, audit committee chairman and
      compensation committee chairman
   -- Peter Dunne, director and compensation committee member
   -- Paul Kushner, director and audit committee member
   -- Shad Stastney, director
   -- Chris Phillips, director
   -- Sheldon Steiner, director

The stockholders also ratified the appointment of Sherb & Co.,
LLP, as the independent registered public accounting firm for the
company for the fiscal year ended Dec. 31, 2008 and for the 2009
quarterly SEC reports.

                        About Mdwerks Inc.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2008,
Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

Revenues have not been significant enough to support the company's
daily operations.  Management may need to raise additional funds
by way of a public or private offering and make strategic
acquisitions.


MDWERKS INC: Inks Loan and Securities Purchase Deal with Lender
---------------------------------------------------------------
Mdwerks Inc. and its subsidiary Xeni Financial Services, Corp.,
entered into a Loan and Securities Purchase Agreement with Debt
Opportunity Fund LLLP, pursuant to which DOF will lend the company
up to $10,300,000, subject to a deduction for an original issue
discount of 2%.

The proceeds from the loan from DOF will be used to purchase
medicinal preparations prescription workers' compensation claims
from a prospective new client, pursuant to a claims assignment
agreement.  The claims assignment agreement is being negotiated
and the prospective new client and there can be no assurance that
the negotiations will result in a definitive agreement.  Until the
time as the claims assignment agreement and documents related to
the claims assignment agreement are executed, and certain other
conditions set forth in the Loan Agreement are satisfied, other
than $300,000 disbursed to MDwerks for working capital purposes,
the proceeds of the loan from DOF will be held in an escrow
account.  In the event the conditions to the disbursement of the
funds in the escrow account are not satisfied on or before Dec. 8,
2008, all proceeds in the escrow account will be returned to DOF.

Pursuant to the Loan Agreement, the company issued a Senior
Secured Promissory Note, dated Nov. 14, 2008, to DOF in the
original principal amount of $10,300,000.  The DOF Note bears
interest at the rate of 13% per annum and is payable monthly, in
arrears on the first day of each month, commencing on Dec. 1,
2008. Interest will not begin to accrue on amounts held in the
escrow account, until the time as those amounts are disbursed to
the company.  Principal payments in the monthly amount of $150,000
commence on June 1, 2009, and, subject to events of default
specified in the Loan Agreement, the entire amount of principal
and accrued but unpaid interest due under the note becomes due and
payable on Nov. 14, 2010.  To the extent the balance of the loan
is not disbursed to the company on or before Dec. 8, 2008, DOF
will surrender the DOF Note for cancellation and the company and
XFS will reissue a new note in the principal amount actually
received.

In connection with the Loan Agreement and the financing provided
under the Loan Agreement, the company, and each of its
subsidiaries and DOF entered into security agreements, dated
Nov. 14, 2008, pursuant to which the company and its subsidiaries
granted a security interest to DOF in substantially all of its
assets.  Each of its subsidiaries also entered into a guaranty
agreement to guaranty all obligations under the Loan Agreement and
documents entered into in connection with the Loan Agreement.

As partial consideration for the loan provided by DOF the company
issued to DOF a ten-year Series J Warrant to purchase 9,339,816
shares of its common stock at a price of $1.00 per share.  In the
event the balance of the loan is not disbursed to the company on
or before Dec. 8, 2008, DOF will surrender the Series J Warrant
for cancellation.  To date, no update on the matter was provided
by the company.

In connection with the issuance of the Series J Warrant, the
company and DOF entered into a registration rights agreement,
dated Nov. 14, 2008, pursuant to which, among other things, the
company granted piggyback registration rights to DOF for the
Series J Warrant.

A full-text copy of agreements and instruments entered into in
connection with the transaction is available for free at
http://ResearchArchives.com/t/s?3608

                        About Mdwerks Inc.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2008,
Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

Revenues have not been significant enough to support the company's
daily operations.  Management may need to raise additional funds
by way of a public or private offering and make strategic
acquisitions.


MDWERKS INC: Posts $9MM Net Loss Nine Month ended September 30
--------------------------------------------------------------
MDwerks Inc. reported financial results for three and nine months
ended Sept. 30, 2008.

For three months ended Sept. 30, 2008, the company reported net
loss of $2,605,510 compared to net loss of 2,184,840 for the same
period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $9,374,052 compared to net loss of $7,259,932 for the same
period in the previous year.

                  Liquidity and Capital Resources

The company used the proceeds from the sales of preferred stock
through Sept. 30, 2008, and proceeds from notes and loans payable
for working capital purposes and to fund its notes receivable of
$1,466,977 and accounts receivable of $841,887 owed to the company
at Sept. 30, 2008.  The company will continue to advance funds
under note agreements to providers that subscribe to its financial
services lending solutions.

The company believes it has sufficient funds and prospective
business activity to conduct its business and operations as they
are currently undertaken for the next 12 months.

While the company is attempting to attain revenue growth and
profitability, the growth has not been significant enough to
support the company's daily operations.  Management may need to
raise additional funds by way of a public or private offering and
make strategic acquisitions.  While the company believes in the
viability of its strategy to improve sales volume and in its
ability to raise additional funds, there can be no assurances to
that effect.  The ability of the company to continue as a going
concern is dependent on the company's ability to further implement
its business plan and generate revenue.

The company also disclosed that it currently have no material
commitments for capital expenditures.

At Sept. 30, 2008, the company has cash of $664,605.

MDwerks Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $5,950,271, total liabilities of $5,600,729 and
stockholders' equity of $349,542.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3609

                        About Mdwerks Inc.

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 23, 2008,
Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

Revenues have not been significant enough to support the company's
daily operations.  Management may need to raise additional funds
by way of a public or private offering and make strategic
acquisitions.


MERRILL LYNCH: Fitch Junks Ratings on $39.8 Mil. Class G Notes
--------------------------------------------------------------
Fitch Ratings downgrades one class of Merrill Lynch Mortgage
Investors, Inc.'s commercial mortgage pass-through certificates,
series 1996-C2:

  -- $39.8 million class G to 'CC' from 'B-'; Distressed Recovery
     rating of 'DR3' assigned.

Fitch upgrades and assigns a Rating Outlook to this class:

  -- $34 million class F to 'AAA' from 'AA'; Outlook Stable.

In addition, Fitch affirms this class:

  -- Interest only class IO at 'AAA'; Outlook Stable.

Fitch does not rate the $1.9 million class H. Classes A-1 through
E have paid in full.

The rating downgrade is the result of two loans in special
servicing, including the largest remaining loan which transferred
to special servicing in November 2008, and the high level of Fitch
Loans of Concern (39.9%).  The upgrade of class F is due to the
transaction paying down 12.5% since Fitch's last rating action and
the resulting increase in credit enhancement levels.  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's aggregate certificate balance has decreased 93.3%
to $75.8 million from $1.1 billion at issuance.  Realized losses
to date to the non-rated class total $32.2 million.

The largest loan (19.6%) transferred to special servicing in
November 2008 for imminent default.  The loan is collateralized by
a 672-unit limited service hotel property in Orlando, Florida. The
property lost the Best Western flag in February 2008 and is now an
Econo Lodge.  The reported year-end 2007 debt service coverage
ratio was 0.78 times.

The second specially serviced asset (4.8%) is a 367-unit hotel
property located in Kissimmee, Florida.  The hotel has been
experiencing cash flow declines since 2001 due to the over-
saturation of the Orlando hotel market. Reported YE 2007 occupancy
was occupancy was 60%.

In addition to the two specially serviced loans, Fitch has
identified seven other loans (15.5%) as Fitch Loans of Concern,
which includes the specially serviced loans and those loans with
low debt service coverage ratio and declining occupancies.  The
largest Loan of Concern (4.9%) not specially serviced is secured
by a 138-unit multifamily property located in Grand Rapids,
Michigan.  The property has suffered a severe decline in
occupancy, with YE 2007 reported occupancy of 68.8% from 87.7% in
2006.

Fitch is also concerned about the increasingly concentrated nature
of this pool, with 27 loans currently remaining.  The pool also
has high exposure to Florida, which represents 37.8% of the pool.
Of the remaining loans, 45.8% are fully amortizing.


MERRILL LYNCH: Moody's Cuts Ratings on 14 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded 15 tranches from 3 Jumbo
transactions issued by Merrill Lynch 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 18, 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
enhanacement.  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: Merrill Lynch Mortgage Backed Securities Trust 2007-2

  -- Cl. I-A1 Certificate, Downgraded to Aa3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A2 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. X-A Certificate, Downgraded to Aa3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust 2006-F1

  -- Cl. I-A1 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A2 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A3 Certificate, Downgraded to Ba1; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A4 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A6 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A7 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A8 Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. IO Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

  -- Cl. PO Certificate, Downgraded to Ba3; previously on
     10/6/2008 Aaa Placed Under Review for Possible Downgrade

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2006-1

  -- Cl. I-A Certificate, Downgraded to Aa2; previously on
     3/13/2006 Assigned to Aaa

  -- Cl. II-A-1 Certificate, Downgraded to Aa2; previously on
     3/13/2006 Assigned to Aaa

  -- Cl. II-A-2 Certificate, Downgraded to Aa2; previously on
     3/13/2006 Assigned to Aaa

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.


MHP SA: Moody's Assigns Corporate Family Rating of 'B3'
-------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating to MHP S.A., the ultimate holding company for the MHP
group, and withdrew the B2 CFR of OJSC Myronivsky Hliboproduct,
the key Ukrainian operating company of the group.  At the same
time, Moody's downgraded the rating of MHP's senior unsecured
notes, totaling USD250 million and due 2011, to B3 from B2.
Moody's assigned a Baa2.ua national scale rating to MHP S.A. and
withdrew the A2.ua national scale rating of Myronivsky
Hliboproduct.  The outlook on the ratings is stable.

Moody's rating action reflected that MHP S.A. had taken the role
of the ultimate holding company for the MHP group from Myronivsky
Hliboproduct and was in fact a reassignment of the global scale
CFR and NSR ratings from the latter to the former, with the
ratings of Myronivsky Hliboproduct withdrawn.  The actual
downgrade of the ratings and that of MHP S.A.'s notes, which
actually accompanied the reassignment, was prompted by the
depreciation of the Ukrainian local currency, which has been
significant so far, and worsening economic environment in Ukraine.
In this environment, given its foreign currency denominated debt,
MHP's ability to manage its leveraged position and covenant
compliance could be challenged going forward.

However, despite the challenging conditions of which the company
has no control, the rating also recognizes a certain level of
cushion built to up as a result of the company's successful April-
May 2008 IPO, strong operating performance in 2008 and completion
of a large part of the planned investment programme.

Moody's notes that MHP's liquidity is currently adequate when
factoring anticipated cash-flow generation.  At the end of Q3
2008, the company's dollar-denominated current accounts and short-
term bank deposits of USD84.3 million and additionally available
USD- and EUR-denominated unused credit facilities of USD30.3
million exceeded its short-term debt of USD88.7 million.  Moody's
also positively notes the company's flexibility regarding its
capex programme, which can be significantly reduced and/or
delayed.  Reasonably required capex associated with the completion
of the Myronivka project is estimated at approximately USD80
million, which accounts for about 50% of the company's 2009 capex
plan.

Moody's acknowledges MHP's strong operational performance and
improvements in the financial metrics since the beginning of the
year.  The company's EBITA margins increased to approximately 30%.
According to Moody's estimates based on the company's preliminary
9M 2008 results (but taking into account the depreciation of the
currency), the adjusted leverage is likely to be below 3x on an
LTM basis, with EBIT/Interest expected to be at least 2.5x, even
if calculated based on the current exchange rate of the local
currency.  But for currency risk, these ratios would be more in
line with a higher rating.  MHP benefits from its leading position
in the Ukrainian market, low costs supported by the vertical
integration of its business, and the government's subsidies.

However, in the medium term, the company's cash flow generation
ability could be affected by a potentially weakening demand for
its products due to worsening economic conditions, though this
risk has not yet materialized.

A continued material depreciation of the local currency,
undermining the company's financial flexibility, could result in a
downgrade of the outlook and the ratings.  More broadly, a
material deterioration in the company's operating and financial
performance in the challenging economic environment could also
result in a negative pressure on the ratings.

More broadly Moody's would expect the company to continue managing
its liquidity position; cap its leverage around debt to EBITDA at
2.5x in 2009 on an on-going basis and adjust its capex programme
to the changing market environment.  MHP is also expected to
develop in line with its business strategy and have an EBITA
margin of around 20%.

The last rating action was implemented on 4 April 2007, when
Moody's assigned Loss Given Default Assessments in EMEA for
speculative-grade corporate families, including MHP.  MHP's debt
ratings remained unchanged with the implementation of Moody's Loss
Given Default and Probability of Default rating methodology.
The principal methodology used in rating MHP was Moody's Global
Natural Product Processors - Protein and Agriculture Rating
Methodology.

MHP S.A. is domiciled in Luxemburg.  It is the ultimate holding
company for the MHP group of companies, which largely consist of
OJSC Myronivsky Hliboproduct, headquartered in Kyiv, Ukraine, and
its subsidiaries.  MHP is one of the leading agro-industrial
integrated businesses in Ukraine, focusing on branded poultry
production.  MHP's 2007 revenues from continuous operations were
UAH2,412.1 million (approximately USD477.6 million), with the
poultry and related operations segment contributing around 80.5%,
including 59.4% from sales of chicken meat.


MICHAEL VICK: Creditors Balk at Disclosure Statement
----------------------------------------------------
Larry O'Dell at The Associated Press reports that Michael Vick's
major creditors have filed an objection on his disclosure
statement, claiming that it lacks sufficient detail about the
debtor's finances and prospects of returning to the National
Football League.

As reported by the Nov. 19 issue of the Troubled Company Reporter,
Mr. Vick submitted to the U.S. Bankruptcy Court for the Eastern
District of Virginia a Chapter 11 plan and a disclosure statement
explaining the plan.  Under the plan, Mr. Vick will pay creditors
from his assets and earnings if he is reinstated by the NFL.

The AP relates that Mr. Vick is earning 12 cents an hour at the
federal penitentiary in Leavenworth, where he is serving a 23-
month term for bankrolling a dogfighting ring.  Mr. Vick,
according to The AP, was once the highest-paid NFL player.
The AP relates that Mr. Vick is scheduled to be released from
federal custody around July 20, 2009.

Mr. Vick, The AP states, submitted a disclosure statement that
listed real estate holdings, luxury cars and boats, business
interests, bank accounts, and expenses to support a large extended
family.  The statement, according to the report, also showed
millions in unexplained cash withdrawals and transfers over the
last two years.  According to the AP, the creditors said that Mr.
Vick's papers list:

     -- $1.1 million in transfers authorized by a former
        associate,

     -- $1 million marked as "cash out miscellaneous," and

     -- almost $2.3 million in transfers between his accounts.

The AP quoted the creditors as saying, "With such large sums of
the Debtor's money unaccounted for, it would be impossible for the
Debtor's disclosure statement to contain 'adequate information'
regarding his finances."

The creditors, The AP states, said that without better
information, it is impossible to determine if they should vote for
or against Mr. Vick's reorganization plan.

Mr. Vick, according to The AP, assured in his disclosure statement
that upon his release, he will be reinstated into the NFL, resume
his career and be able to earn a substantial living.  The report
states that Mr. Vick's plan for paying his debts depends on his
return to pro football.  According to the report, the creditors
wanted more assurance.

According to The AP, a hearing for the confirmation of the
reorganization plan will be held on Jan. 15, 2009.

The AP states that the creditors committee consists of:

     -- Atlanta Falcons,
     -- Royal Bank of Canada,
     -- Wachovia Bank,
     -- 1st Source Bank, and
     -- Radtke Sports.

Joel Enterprises Inc., another major creditor, filed its own
objection to Mr. Vick's disclosure statement, The AP reports.

Michael Vick filed for Chapter 11 protection on July 7, 2008
(Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq.,
and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent
Mr. Vick in his bankruptcy case.  Mr. Vick listed assets of
$16.1 million and debts of $20.4 million in his bankruptcy filing.


MICHAELANGELO GONZALEZ: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Michaelangelo Gonzalez
        aka Mike Gonzalez
        aka Michael Gonzalez
        aka Michaelangelo Dalusung Gonzalez
        aka Michael D Gonzalez
        1915 Myra Ave
        Los Angeles, CA 90027

Case No.: 08-31481

Chapter 11
Petition Date: December 10, 2008

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

Judge: Alan M. Ahart

Debtor's Counsel: James S. Yan, Esq.
                  980 S Arroyo Pkwy Ste 250
                  Pasadena, CA 91105
                  626-405-0872

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

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

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

        http://bankrupt.com/misc/cacb08-31481.pdf


NETVERSANT SOLUTIONS: Section 341(a) Meeting Set for December 29
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of NetVersant Solutions Inc. and its debtor-affiliates on Dec. 29,
2008, at 2:00 p.m., at Caleb Boggs Federal Building, 844 King
Street, 5th floor, Room 5209 in Wilmington, Delaware.

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

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

                  About 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 Nov. 19,
2008, (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.
The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NETVERSANT SOLUTIONS: U.S. Trustee Forms 3-Member Creditor Panel
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors for NetVersant Solutions Inc. and its debtor-
affiliates.

The creditors committee members are:

  1) Anixter, Inc.
     Attn: Thomas L. Wuich
     Director of Credit and Risk Management
     2301 Patriot Blvd.
     Glenview, IL 60026
     Tel: (224) 521-8412
     Fax: (224) 521-8542.

  2) Westcon Group North America, Inc.
     Attn: Susan Joseph
     Assistant General Counsel, 520 White Plains Rd.
     Tarrytown, NY 10591
     Tel: (914) 924-1994
     Fax: (914) 829-7161.

  3) Sprint Solutions, Inc.
     Attn: Juliette Morrow Campbell
     Bankruptcy Specialist
     10002 Park Meadows Dr.
     Lone Tree, CO 80124
     Tel: (720) 206-3689
     Fax: (877) 816-1663

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                  About 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 Nov. 19,
2008, (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.
The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NETVERSANT SOLUTIONS: Court Approves Sale Bidding Procedures
------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy for the
District of Delaware approved bidding procedures for the sale of
substantially all assets of NetVersant Solutions Inc. and its
debtor-affiliates.

All bids for the Debtors' assets must be submitted by Dec.
15,2008, at 4:00 p.m.  An auction will take place at the offices
of Morris, Nichols, Arsht & Tunnel LLP at N. Market St., 18th
floor in Wilmington, Delaware, on Dec. 17, 2008, at 10:00 a.m.,
followed by a sale hearing on Dec. 19, 2008, at 9:30 a.m.

The Debtors told the Court that the sale of their assets would
relieve their business of their current substantial debt and other
liabilities.  The implementation of these operational changes
enable their business to be profitable, the Debtor said.

The sale is expected to close by Jan. 16, 2009.

                  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 Nov. 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.


NEUMANN HOMES: Antioch Village Wants FDCM to Comply With Deal
-------------------------------------------------------------
The village of Antioch asks the U.S. Bankruptcy Court for the
Northern District of Illinois to compel Fidelity and
Deposit Company of Maryland to comply with their prior
stipulation.  The court-approved stipulation, which was signed
together with Neumann Homes, Inc., requires FDCM to construct
public infrastructure for the benefit of Antioch residents.  The
stipulation is part of the Debtors' agreement with Antioch for
implementing a housing project known as NeuHaven.

Attorney for Antioch, Lawrence Moelmann, Esq., at Hinshaw &
Culbertson, in Chicago, Illinois, says FDCM violated the terms of
their stipulation when it failed to respond to the demand of the
Village to perform its duties under the bonds, including Bond No.
08779406 dated March 3, 2005 in the amount of $1,692,722.

Under the stipulation, FDCM was required to respond in writing
without delay when the Village issued the demand by:

  (1) agreeing to pay the penal limit of the bonds, which
      would constitute a complete discharge of FDCM's
      obligations under the bond for which the penal sum is
      paid;

  (2) denying all or part of its obligations under the bonds
      and stating the reason for the denial; or

  (3) agreeing to make arrangements to complete the construction
      of the public infrastructure.

Mr. Moelmann informs the Court that FDCM's attorneys, after
several calls and emails, advised the Village that it would pay
the full amount of Bond No. 08779406, but would deny the claim on
Bond No. 08661009 dated January 27, 2003, on grounds that it had
been placed by the other bond.  FDCM also stated that it would
provide a release to Antioch that would be exchanged for the
payment of $1,692,722 on Bond No. 08779406.

FDCM subsequently sent a letter dated Sept. 25, 2008, to the
Village in response to the demand, imposing a condition that the
Village must first exhaust the proceeds from the special service
area bonds allocated to NeuHaven before FDCM pay the sum of Bond
No. 08779406 for the cost of building the public infrastructure.
The letter also stated that the cost is $3,125,000, which exceeds
the penalty for Bond No. 08779406.

Mr. Moelmann points out that FDCM's response acknowledged that it
has liability under Bond No. 08779406 and that the losses would
likely exceed the penalty for the bond.  He notes that FDCM's
response is contrary to its prior statement that it would pay the
Village the full penal sum of the bond.

FDCM's response is also contrary to the stipulation and agreed
order, which does not give the option to FDCM of acknowledging
liability under the bond while withholding any payment under the
bond until the SSA funds are exhausted, Mr. Moelmann adds.  "In
the event of a valid claim under Bond No. 08779406, [FDCM] only
had the option of making arrangements for completion of all or
part of the public improvements up to the limits of the bond or
by paying the penal limit of Bond No. 08779406," he maintains.

The Village thus urges the Court to direct FDCM to immediately
comply with the stipulation and pay the remaining limit of Bond
No. 08779406, which is $1,092,722, in exchange for a release from
the Village.

"Because of current economic conditions, including the decreased
tax base . . . Antioch does not have funds to complete the public
improvements in NeuHaven, some of which are necessary for the
safety and welfare of the residents of NeuHaven," Mr. Moelmann
says.

                         FDCM Responds

FDCM contends that the Village's obligation to exhaust the SSA
funds first is not a newly imposed condition.  The Village agreed
in 2003 that upon default by Neumann Homes, it would exhaust the
SSA funds first, Cornelius Riordan, Esq., at Riordan McKee &
Piper, in Chicago, Illinois, tells the Court on behalf of FDCM.

Mr. Riordan notes that the stipulation also provides that in case
the Village completed the construction, it would be paid from the
SSA proceeds and funds from the surety.

The use of SSA funds is not a condition imposed by FDCM, but an
obligation freely assumed by the Village, Mr. Riordan elaborated,
adding that FDCM fully expected the Village to honor its
commitment to use the SSA funds to build the infrastructure in
NeuHaven when it signed the stipulation.

The Village only has the right, but not the obligation, to
complete the construction under the Agreement.

Neumann Homes and FDCM have the obligation to construct the
public improvements.  If FDCM chose the option of constructing
the public improvements, then it could submit request to draw
upon the SSA funds in accordance with the rights held by Neumann
Homes, Mr. Moelmann says.  He adds that neither Neumann Homes nor
FDCM has the right to the SSA funds unless it completes the
construction.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Court Lets BofA Foreclose on Sky Ranch Property
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Bank of America, as successor-in-interest to
LaSalle Bank National Association, to foreclose on a deed of
trust on a real property owned by Debtor Sky Ranch, LLC.

The Property, a 932-acre vacant land in Denver, Colorado, serves
as collateral for the $17,400,000 loan Sky Ranch obtained
from LaSalle Bank in 2005.

Bank of America agree to take the responsibility of preserving
and maintaining the Property or appointing a receiver to do the
task.  BofA will reimburse the Debtors $16,672 for the costs they
incurred in maintaining and disposing the Property.

BofA also disclaim any interests in refunds of cash bonds and
prepaid permit fees previously furnished by the Debtors to
certain municipalities in connection with their housing projects.

John Robert Weiss, Esq., at Duane Morris LLP, in Chicago,
Illinois, had argued that the proposed foreclosure is warranted
since LaSalle Bank's interest in the property is not protected.

"[Sky Ranch] owns no other assets or collateral against which it
could provide additional or replacement liens.  It cannot
otherwise provide LaSalle with the indubitable equivalent of the
impairment of the bank's interest in the collateral," Mr. Weiss
pointed out.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEW YORK TIMES: In Talks With Lenders Over Coming Debt Payments
---------------------------------------------------------------
Russell Adams and Shira Ovide at The Wall Street Journal relate
that The New York Times Co. said that it is negotiating with
lenders about debts maturing in 2009 and 2010.

WSJ relates that The NY Times has a $400 million credit facility
that expires in May 2009, and another of the same amount expiring
in 2011.  According to WSJ, The NY Times executives said that they
expect to secure the financing to meet those obligations.  The NY
Times' chief financial officer James Follo said that the company
won't replace the full debt that expires in May because it won't
need all of it, WSJ states.

The NY Times plans to borrow less in 2009, which The NY Times
described as "among the most challenging years we have faced," WSJ
says.

The Guardian relates that The NY Times will sell or mortgage its
headquarters to raise about $225 million.  According to The
Guardian, The NY Times wants to take out a mortgage on its
Manhattan headquarters, in which it owns a 58% stake, or sell and
lease it back.

The NY Times, says The Guardian, is also considering other
financing, as well as the sale of assets, a share issue, or
bringing in new private investors.  The Guardian relates that The
NY Times could sell About.com, which could be worth about
$500 million.  According to the report, The NY Times said that it
would cut capital expenditure to $80 million in 2009 from
$140 million this year.

                        About New York Times

The New York Times Co. operates as a diversified media company in
the United States.  It operates in two segments, News Media and
About Group.  The company was founded in 1896.

As reported in the Troubled Company Reporter on Dec. 4, 2008, The
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.  NY Times has $46 million in
cash and about $1.1 billion of debt.


EDGE METAL: Ch. 7 Trustee Has $16,500 Bid for Personal Property
---------------------------------------------------------------
The Chapter 7 Trustee overseeing the liquidation of The Edge Metal
Systems Inc. wants to sell all of the Debtor's right, title and
interest in (1) all tangible personal property housed at the site
of the Debtor's former business located at 101 Brick Kiln Road in
Chelmsford, Mass. and (2) all intellectual property belonging to
the Debtor.  The sale is subject to approval by the Bankruptcy
Court.  A hearing in Worcester is scheduled on December 30, 2008,
at 10:30 a.m.  Counteroffers of at least $16,500 must be filed
with the Bankruptcy Court and served on the Chapter 7 Trustee
(together with a $5,000 deposit) so as to be received no later
than December 29, 2008 at 12:00 noon.  The Debtor's assets
available for inspection upon request by contacting Gina M.
Barbieri at (508)791-8500.

The Edge Metal Systems Inc. sought chapter 11 protection (Bankr.
D. Mass. Case No. 06-42098) on October 6, 2006, and converted to a
chapter 7 proceeding sometime thereafter.  A copy of the Debtor's
chapter 11 petition is available at no charge at
<http://bankrupt.com/misc/mab06-
42098.pdf>http://bankrupt.com/misc/mab06-42098.pdf


OEM/ERIE: Plan Administrator Settles Jamestown Container's Claim
----------------------------------------------------------------
               UNITED STATES BANKRUPTCY COURT
         FOR THE WESTERN DISTRICT OF PENNSYLVANIA

In re:                         )
                              ) Bankruptcy No. 07-11344 JAD
O.E.M./ERIE, INC.,             )
                              ) Chapter 11
            Debtor.           )
_______________________________) Related to Document
                              ) Nos. 344 & 345
James A. Schaffner, Plan       )
Administrator, Movant,         ) Date & Time of Hearing:
     v.                       ) December 2, 2008 at 1:30 p.m.
Jamestown Container Corp.,     )
Respondent.                    )

       CERTIFICATE OF NO OBJECTION REGARDING MOTION
            FOR ORDER APPROVING SETTLEMENT AND
         COMPROMISE WITH JAMESTOWN CONTAINER CORP.

    The Quinn Law Firm hereby certifies that:

    1. On November 4, 2008, O.E.M./Erie, Inc. by James A.
Schaffner as Plan Administrator filed a Motion for Order Approving
Settlement and Compromise with Jamestown Container Corp. (the
"Motion") with the Bankruptcy Court.

    2. Pursuant to the Order dated November 6, 2008, and
responsive pleading to the Motion were to be filed with the Court
on or before November 25, 2008.

    3. The deadline for filing a responsive pleading to the Motion
has passed, and no responsive pleading to the Motion has been
filed or served upon the undersigned counsel.

                             Respectfully submitted,

                             Michael P. Kruszewski, Esq.
                             QUINN, BUSECK, LEEMHUIS,
                             TOOHEY & KROTO, INC.
                             2222 West Grandview Boulevard
                             Erie, Pennsylvania 16506-4508
                             Telephone: 814-833-2222
                             Facsimile: 814-833-6753


OFFICE DEPOT: Will Close 112 Underperforming Stores
---------------------------------------------------
Office Depot, Inc., disclosed in a filing with the Securities and
Exchange Commission on Dec. 9, 2008, that it will close 112
underperforming retail stores in North America over the next three
months, reducing the North American store base to 1,163.

The store closures are part of the strategic review Office Depot
disclosed on Oct. 29, 2008.

The stores to be closed are located in various geographic regions,
including 45 in the Central U.S., 40 in the Northeast and Canada,
19 in the West and eight in the South.  Additionally, 14 stores
will be closed through 2009 as their leases expire or other lease
arrangements are finalized.

New store openings for 2009 now have been reduced to approximately
20, down from the previous estimate of 40 stores.  This will
facilitate a reduction in total company capital spending in 2009
to less than $200 million, significantly lower than projected
depreciation and amortization of $275 million.

Office Depot also plans to close six of its 33 distribution
facilities in North America.  This is consistent with the
Company's long term plan to reduce the total number of facilities
and combine its separate supply chain systems.

Office Depot anticipates taking charges in the fourth quarter 2008
and in 2009 for these actions totaling in a range from
$270 million to $300 million.  The cash component of these charges
is projected to be approximately $40 million over the next 12
months and is comprised of continuing lease payments on closed
stores; and severance for store, headquarters and field sales
staffing; partially offset by cash received for liquidated
inventory and assets.  The remaining non-cash and future cash
charges of approximately $230 million to $260 million are
comprised principally of fixed asset write-offs and lease reserves
on closed stores.

These actions should benefit 2009 EBIT and cash flow by
approximately $90 million and $70 million respectively.  The
benefit to cash flow is primarily a result of lower 2009 capital
spending, payroll savings, and operational improvements from store
closures.

Further actions are being considered and are expected to result in
additional charges to be recognized in the fourth quarter of 2008
and into 2009.  These actions include the assessment of tangible
and intangible assets, including the annual goodwill evaluation,
and potentially restructuring businesses.

              Will Sell Stores in to Gordon Brothers

On Dec. 9, 2008, Office Depot entered into an Agency Agreement
with Gordon Brothers Retail Partners, LLC, for the sale of
inventory from 112 Office Depot stores in the United States and
Canada which the company plans to close.  The Agreement provides
that the sale will commence on Dec. 10, 2008, and be completed on
or before March 28, 2009, although the completion date may be
extended by mutual agreement of the parties.

Pursuant to the Agreement, Office Depot will receive guaranteed
minimum proceeds of approximately $50 million from Gordon
Brothers, representing 77% of the aggregate cost value of the
inventory.  Gordon Brothers will sell the inventory through 106
Office Depot locations.  As its agency fee Gordon Brothers will
receive 5% of the cost value of the inventory.  Office Depot will
receive 80% of any additional net proceeds.

Office Depot will receive the guaranteed minimum payment as the
inventory is sold throughout the liquidation period.  The company
has the option to accelerate this payment upon the consent of the
company's lenders to the granting of a first priority security
interest in the inventory to Gordon Brothers.  Until the
guaranteed minimum is paid in full, Gordon Brothers will furnish
to Office Depot an irrevocable letter of credit equal to the
estimated guaranteed minimum plus a certain amount for expenses.

                       About Office Depot

Office Depot, Inc., based in Delray Beach Florida, is the second
largest retailer of office supplies, with LTM September 2008
revenues of $15.1 billion and 1,275 retail locations in North
America.

As reported by the Troubled Company Reporter on Nov. 3, 2008,
Moody's Investors Service placed Office Depot, Inc.'s Ba1
corporate family rating, Ba1 probability of default rating, and
Ba2 senior note rating, on review for possible downgrade.  The
review is in response to continued softness in the company's
operating performance through the third quarter of 2008.  Office
Depot's SGL-3 speculative grade liquidity rating was affirmed.


ONE COMMUNICATIONS: S&P Keeps 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Burlington, Massachussetts-based competitive local exchange
carrier One Communications Corp. to positive from developing.  S&P
has also affirmed all ratings, including the 'B-' corporate credit
rating.  Total debt outstanding as of Sept. 30, 2008, was
approximately $554 million.

"The outlook revision is based on our assessment that the company
will maintain adequate cushion under its bank credit facility
total leverage and interest coverage covenants," said Standard &
Poor's credit analyst Allyn Arden.  The former developing outlook
incorporated our concern that the company might violate tightening
debt covenants, but S&P now believe One's financial performance
has been sufficient to obviate that near-term covenant concern.
"However," added Mr. Arden, "operating performance has not
improved sufficiently to warrant an upgrade at this time."


PJC SANITATION: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PJC Sanitation Service, Inc.
        dba Ace Service
        590 Atkins Avenue
        Brooklyn, NY 11208

Case No.: 08-48402

Chapter 11
Petition Date: December 10, 2008

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Chad B Friedman, Esq.
                  Ravin Greenberg LLC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: (973) 226-1500
                  Fax: (973) 226-6888
                  Email: cfriedman@ravingreenberg.com

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

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

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

        http://bankrupt.com/misc/nyeb08-48402.pdf


PLATINUM STUDIOS: Sept. 30 Balance Sheet Upside Down by $6.1 Mil.
-----------------------------------------------------------------
Platinum Studios, Inc.'s balance sheet as of September 30, 2008,
showed total assets of $3,085,515 and total liabilities of
$9,281,428, resulting in total shareholders' deficit of
$6,195,913.

For the quarter ended September 30, 2008, the company posted a net
loss of $1,248,042, on net revenues of $167,983.

Scott Mitchell Rosenberg, chief executive officer and chairman of
the board, and Brian Altounian, president, chief operating officer
and principal financial and accounting officer, relate that the
company has incurred significant losses, which have resulted in an
accumulated deficit of $16,724,338 as of September 30, 2008.  "The
company plans to seek additional financing in order to execute its
business plan, but there is no assurance the company will be able
to obtain such financing on terms favorable to the company or at
all.  These items raise substantial doubt about the company's
ability to continue as a going concern."

The company has entered into operating leases having expiration
dates through 2011 for real estate and various equipment needs,
including office facilities, computers, office equipment and a
vehicle.  On July 10, 2006, the Company entered into an operating
agreement for the lease of real property located in Los Angeles,
California.  The agreement has a five-year term, commencing
September 1, 2006, and ending August 31, 2011.  The Company has
various non-cancelable leases for computers, software, and
furniture, at a cost of $273,150 at September 30, 2008 and
December 31, 2007.  The capital leases are secured by the assets,
which cannot be freely sold until the maturity date of the lease.
Accumulated amortization for equipment under capital lease totaled
$125,790 and $81,454 at September 30, 2008 and December 31, 2007.

On September 9, 2008, Wells Fargo Equipment Finance, Inc. filed
suit against the company in the California Superior Court, County
of Los Angeles (Case No. SC099681).  The lawsuit alleges that the
company has failed to repay certain debts owed to Wells in a total
amount of $61,286.  On September 16, 2008, Wells filed an
application for a Writ of Attachment in which Wells requested the
attachment of the corporate assets of the Company.  "If Wells
prevails in its lawsuit, there is a possibility that it may take
possession of some of the assets of the company and sell them.
Such a sale may be at a discount to its current value and would
diminish the assets of the Company.  The company intends to
vigorously defend itself against these allegations," Messrs.
Rosenberg and Altounian relate.

A full-text copy of the company's Quarterly Report is available
for free at:

http://www.sec.gov/Archives/edgar/data/1410132/000114090508000201/pdos_10-q9302008v3.htm

                     About Platinum Studios

Platinum Studios, Inc., controls a library consisting of more than
5,600 characters and is engaged principally as a comics-based
entertainment company adapting characters and storylines for
production in film, television, publishing and all other media.
Platinum Studios, LLC, was formed and operated as a California
limited liability company from its inception on November 20, 1996,
through September 14, 2006.  On September 15, 2006, Platinum
Studios, LLC, filed with the State of California to convert
Platinum Studios, LLC into Platinum Studios, Inc., a California
corporation.  This change to the Company structure was made in
preparation of a private placement memorandum and common stock
offering in October 2006.


PRIME MORTGAGE: Moody's Downgrades Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded 15 tranches from 2 Jumbo
transactions issued by Prime Mortgage in 2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed-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
enhanacement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, time tranching,
and other structural features within the Aaa waterfalls.

Issuer: Prime Mortgage Trust 2006-2

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

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

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

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

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

  -- Cl. I-A2-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

  -- Cl. I-A2-2 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

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

  -- Cl. II-A2-1 Certificate, Downgraded to A1, previously on
     10/6/08 Aaa Placed Under Review for Possible Downgrade

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

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

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

  -- Cl. B-2 Certificate, Downgraded to Ba3, previously on 4/4/08
     A2 Placed Under Review for Possible Downgrade

  -- Cl. B-3 Certificate, Downgraded to B2, previously on 4/4/08
     Baa2 Placed Under Review for Possible Downgrade

Issuer: Prime Mortgage Trust 2007-1

  -- Cl. A-3 Certificate, Downgraded to Aa2, 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.


PROVIDENCE SERVICE: S&P Cuts Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Rating Services said that it removed its ratings
on Tucson, Arizona-based Providence Service Corp. from
CreditWatch, where they were placed with negative implications on
Oct. 27, 2008.  At the same time, S&P lowered its corporate credit
rating on Providence to 'B-' from 'B+'.  The outlook is negative.

"The rating action is the result of materially weaker-than-
expected performance since the initial rating about one year ago,
and concerns with the company's liquidity position, including its
ability to comply with debt covenants," said S&P's credit analyst
Alain Pelanne.

The low speculative-grade ratings on Providence continue to
reflect its reliance on contracts with state and local agencies
(some of which are capitated), its aggressive leverage, and the
challenge of managing a recent and significant expansion into the
niche industry of coordinating non-emergency transportation for
Medicaid recipients.

Since the acquisition of the company's NET segment, LogistiCare,
use of its services under its capitated contracts has been much
higher than initially expected, largely the result of high
unemployment and fuel costs, leading to underperformance relative
to expectations.  Also, in the third quarter of 2008, the company
recorded a $141 million asset impairment charge, mainly related to
the goodwill recorded at the time of the LogistiCare acquisition.


REDBEND PARTNERS: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RedBend Partners, L.P.
        10 Faraday
        Irvine, CA 92618

Case No.: 08-18147

Debtor-affiliates filing separate Chapter 11 petitions:

       Affiliate             Case Number
       ---------             -----------
AH Foods Corporation         08-18155
Benton King, LLC             08-18154
LN Foods Corporation         08-18153
OrBreck, LLC                 08-18151
Kingland, LLC                08-18150
MillBreck, LP                08-18148
DP Foods Corporation         08-18141

Chapter 11
Petition Date:    December 9, 2008

Eight debtor-affiliates filed separate Chapter 11 cases on
November 6, 2008:

       Affiliate             Case Number
       ---------             -----------
StarRibs North LP            08-17182
StarRibs South LP            08-17183
WhitTown Partners LP         08-17186
Imperial Smokehouse Partners 08-17187
DesertBreck LP               08-17188
OceanCountry Partners LP     08-17189
BlueOcean Partners LP        08-17190
Dogwood Partners LP          08-17192
HillBreck LP                 08-17193
GilBreck LP                  08-17194
PalmBreck LP                 08-17195

Two debtor-affiliates filed separate Chapter 11 cases on
November 7, 2008:

       Affiliate             Case Number
       ---------             -----------
Metro Border LP              08-17276
Metro Border LLC             08-17277

Four debtor-affiliates filed separate Chapter 11 cases on
November 25, 2008:

       Affiliate             Case Number
       ---------             -----------
Breckenridge Foods Systems, I08-17777
River King LLC               08-17773
River King LP                08-17774
RSM-BFS Partners LP          08-17771

Court: U.S. Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Evan D. Smiley, Esq.
                  Email: esmiley@wgllp.com
                  Kyra E. Andrassy, Esq.
                  Email: kandrassy@wgllp.com
                  Weiland Golden Smiley Wang Ekvall & Strok LLP
                  650 Town Center Dr Ste 950
                  Costa Mesa, CA 92626
                  Tel: 714-966-1000
                  Fax: 714-966-1002

RedBend's Estimated Assets:  $1,000,001 to $10,000,000
RedBend's Estimated Debts:   $1,000,001 to $10,000,000

DP Food's Estimated Assets:  $1,000,001 to $10,000,000
DP Food's Estimated Debts:   $1,000,001 to $10,000,000

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

        http://bankrupt.com/misc/cacb08-18147.pdf

A list of DP Food's 20 largest unsecured creditors is available
for free at:

        http://bankrupt.com/misc/cacb08-18141.pdf


REFCO INC: Court Expunges $600 Mil. Claim by Former President
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
disallowed and expunged Claim Nos. 10479 and 10491 filed by former
Refco Group Ltd. President Tone N. Grant, at the behest of Marc S.
Kirschner, plan administrator for Refco Capital Markets, Ltd.

As previously reported, Mr. Grant filed Claim No. 10479 and
10491, for $300,000,000 each, alleging fraud, misrepresentations
or omissions to disclose material facts, indemnification and
contribution for acts Mr. Grant had allegedly taken as an officer
of the Debtors.

Judge Robert Drain found that Mr. Grant's claims are inconsistent
with the Debtors' books and records.  Judge Drain also noted that
Mr. Grant has not contested Mr. Kirschner's objection to the
Claims.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Pacific Inks Preliminary Settlement w/ Sandler
---------------------------------------------------------
Pacific Investment Management Company LLC and RH Capital
Associates LLC, lead plaintiffs in the federal securities law
class action styled In re: Refco Securities Litigation (S.D.N.Y)
(Lynch, J.), sought the U.S. District Court for the Southern
District of New York's preliminary approval of a settlement of
the action, as against Sandler O'Neill & Partners, L.P.

The Lead Plaintiffs also asked the District Court to certify the
proposed class for the purpose of the Sandler Settlement.

According to James Sabella, Esq., at Grant and Eisenhofer, P.A.,
in New York, Sandler and the Lead Plaintiffs have engaged in
extensive arm's-length negotiations and agreed to a $3,500,000
settlement payment, subject to the District Court's approval.

Mr. Sabella tells the District Court that the Settlement provides
meaningful monetary benefits to the Settlement Class.  The Lead
Plaintiffs believe that Sandler bears responsibility for damages
suffered by the Settlement Class, but it was not the most
culpable among the defendants in the action, especially that
Sandler's share of the Initial Public Offering underwriting was a
mere 2.78%.

Additionally, Mr. Sabella asserted that preliminary certification
of a settlement is appropriate under Rule 23 of the Federal Rules
of Civil Procedure.  He maintains that the Settlement Class
satisfies the prerequisites of Civil Rule 23(a) for these
reasons:

  (1) The Settlement Class is sufficiently numerous;

  (2) There are common questions of law and effect;

  (3) The class representative's claims are typical of the
      claims asserted by the Settlement Class; and

  (4) The class representatives will fairly and adequately
      protect the interest of the class.

He adds that the Settlement Class also satisfies the
prerequisites of Civil Rule 23(b)(3) as:

  (1) Common legal and factual questions predominate; and

  (2) A class action is superior to other methods of
      adjudication.

District Court Judge Gerard Lynch found that the Settlement
provides a beneficial result for the Settlement Class, and
accordingly approved the Sandler Settlement.

Moreover, Judge Lynch granted preliminary certification to the
Settlement Class for settlement purposes.  He deferred the final
consideration and approval of the Settlement, and scheduled a
final hearing at a later date.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: RCM Administrator Proposes to Pay Stilton Claims
-----------------------------------------------------------
Marc S. Kirschner, the Plan Administrator for Refco Capital
Markets, Ltd., and Stilton International Holdings Limited ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve a stipulation resolving Stilton's Claim No. 9124 and the
preference action bearing Case No. 1642, commenced by the RCM Plan
Administrator against Stilton.

The RCM Plan Administrator tells the Court that the parties have
agreed to settle their dispute by entering a Settlement
Agreement.  The material terms of the Agreement are:

  (a) The Preference Action will settled for $12,900,000, to be
      paid by Stilton to the RCM estate;

  (b) Claim No. 9124 will be allowed as an RCM FX/Unsecured
      Claim for $54,000,000;

  (c) Stilton will have an allowed RCM FX/Unsecured Claim for
      $12,900,000;

  (d) Stilton will receive distributions with respect to the
      Allowed Stilton Claims, in the same level as the other
      allowed as an RCM FX/Unsecured Claimholders or 44.57%;

  (e) In view of a $14,212,800 reserved amount, in lieu of
      Stilton delivering new funds and the RCM Plan
      Administrator delivering a full Catch-Up Distribution,
      Stilton and the RCM Plan Administrator agree that:

      --  the Catch-Up Distribution due to Stilton will be
          $5,749,530;

      -- the Catch-Up will be offset against the Settlement
         Amount, leaving a net Settlement Amount of
         $7,150,470;

      -- the Net Settlement Amount will be offset against the
         Reserved Amount of $14,212,800, leaving a $7,062,330
         net Reserved Amount due Stilton, and upon payment the
         balance of the Reserved Amount will be removed from
         the RCM Disputed Claims Reserve and become available
         for distribution under the RCM Settlement Agreement;

  (f) The parties exchange mutual releases from all claims and
      causes of action relating to Claim No. 9124; and

  (g) The Preference Action will be dismissed with prejudice
      and without costs assessed against any party, and the
      Second Distribution Order will also be dismissed or
      amended as no longer effective as to Stilton.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
represents that the Stipulation is in the best interests of RCM,
RCM's estate, and RCM's creditors, and should accordingly be
approved.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Tone Grant Serves Sentence In Minnesota Prison
---------------------------------------------------------
Tone Grant, former president of Refco Group Ltd., has began
serving his 10-year sentence in late October 2008 at a United
States federal prison camp in Duluth, Minnesota, for defrauding
Refco investors of $2,400,000,000, David Glovin of Bloomberg News
reported.

Mr. Grant was convicted for conspiracy, securities fraud, wire
fraud, bank fraud, and money laundering last April 2008, in a
jury decision at the U.S. District Court for the Southern
District of New York in Manhattan.  At the jury trial, Mr.
Grant's lawyers had argued that he was chiefly a salesman who did
not focus on Refco's accounting details, and was duped by Phillip
Bennett, Refco's former chief executive officer, chairman and
controlling shareholder.

The jurors rejected Mr. Grant's claim that he was not aware that
Mr. Bennett was hiding $1,100,000,000 in debt and expenses
through a phony accounting scheme.  However, the key evidence --
a hand-written note stating "1.111 real debt" that Mr. Grant
passed to Mr. Bennett in a meeting -- convinced the jurors of Mr.
Grant's guilt.

According to Mr. Glovin, Mr. Grant filed an appeal from the life
sentence.  A federal appeals court denied Mr. Grant's request to
remain free while the appeal is pending.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REICHHOLD INDUSTRIES: Moody's Reviews B1 CFR for Likely Downgrade
-----------------------------------------------------------------
Moody's Investors Service put Reichhold Industries, Inc's ratings
under review for a possible downgrade (B1 corporate family rating
and B2 rating on its $195 million senior unsecured notes due
2014).  The rating action follows a period of declining quarterly
operating results for the first nine months of 2008, severe
declines in volume being faced by many commodities chemical
companies in the fourth quarter and concerns over the outlook for
the business.

Moody's review will consider the ability of Reichhold to scale
back operations during periods of lower demand to minimize margin
declines, the impact the global economic slowdown and associated
reductions in demand will have on Reichhold's volumes and
profitability, the company's ability to improve cash flows through
management of capital expenditures and working capital, and its
liquidity.  Additionally, any significant increase in
environmental remediation liabilities or litigation costs, or a
change in the company's liability profile will be considered
during the review.

Lower volumes and selling prices will likely pressure margins and
could strain the company's liquidity position despite the positive
impact lower raw material and energy commodity prices will have on
the cost of goods sold and working capital requirements.  The
ability of the company to produce positive free cash flow over the
next twelve months is uncertain.

Moody's last rating action for Reichhold was on August 2, 2006
when Moody's assigned a B1 corporate family rating and a B2 rating
on its $195 million senior unsecured notes due 2014.  The proceeds
of the notes were used to refinance $170 million of existing debt
due September 15, 2008, and pay a dividend to the private owners
and transaction fees. A stable outlook was also assigned in 2006.

Reichhold is a leading supplier of unsaturated polyester resins
for composites applications and of resins and other polymers for
coatings applications.  It manufactures over one billion pounds of
thermoset resins and gelcoats annually.  Reichhold has more than
3,000 products used in thousands of applications, but products
generally fall within two categories: Composites, which account
for almost three-quarters of sales, and Coatings.  Products are
typically sold to a broad base of customers primarily for
industrial purposes.  Reichhold's sales for the LTM period ending
September 30, 2008 were $1.35 billion.


REHRIG INTERNATIONAL: Auction Sale of Battle Creek Facility Okayed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Rehrig International Inc. and its affiliated Debtors to hold the
unreserved public auction sale of substantially all of Woodside-
United Acquisition LLC (United)'s remaining assets (the Auction
Assets), on an "as is, where is" basis, provided that the Debtors
shall not sell any accounting or business records of the Debtors,
including information contained in electronic form.  The sale of
the Auction Assets is not subject to avoidance pursuant to Sec.
363(n) of the Bankruptcy Code.

United was founded in 2007 for the purpose of acquiring
substantially all of the assets and substantially all of the
liabilities of United Steel & Wire Company, a Michigan corporation
originally founded in 1906 as the Battle Creek Rack Company.

The Auction Assets, which consist of shop equipment, excess or
aged inventory, spare parts, maintenance equipment, miscellaneous
hand tools, miscellaneous tooling, scrap metal, pallets, shelving,
racks, lawn maintenance items, furniture, and computer equiment,
shall be sold free and clear of all encumbrances with such
encumbrances to attach to the proceeds to be received by the
Debtors in the same priority and subject to the same defenses and
avoidability, if any, as before the sale.

The Debtors are authorized and directed to remit the proceeds of
the sale to the Senior Lender as required under the terms of the
Final DIP Order.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Rehrig International Inc. said it would sell its 80,000-sq. ft.
facility called United Steel & Wire Co. in Battle Creek, Michigan.

                  About Rehrig International

Headquartered in Richmond, Virginia, Rehrig International
Incorporated -- http://www.rehrig.org-- manufactures wire
products, plastic processed plastics, industrial trucks &
tractors, conveyors & conveying equipment, laminated plastics and
sheet metal fabricator.  The company and its two affiliates filed
for Chapter 11 protection on Sept. 5, 2008 (Bankr. D. Del. Case
No. 08-12064).  Kurtzman Carson Consulting, LLC, serves as the
Debtors' Claims, Noticing and Balloting Agent.  Richard W. Riley,
Esq., at Duane Morris LLP, and Stephen Edward Garcia, Esq., at
Stephen E. Garcia PC, represent the Debtors as counsel.  Bradford
J. Sandler, Esq., at Benesch Friedlander Coplan & Aronoff, and
Wojciech F. Jung, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors as counsel.  When the
Debtors filed for protection from their creditors they listed
assets of between $10 million and $50 million and estimated debts
of between $10 million and $50 million.


REHRIG INTERNATIONAL: Wants Plan Filing Period Extended to May 1
----------------------------------------------------------------
Rehrig International Incorporated and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

  a) file a plan through and including May 1, 2009; and

  b) solicit acceptances of said plan through and including
     July 1, 2009.

The Debtors tell the Court that they are seeking the extension to
provide them with the necessary time and resources to discuss with
all constituencies the best manner in which to conclude these
cases.

                  About Rehrig International

Headquartered in Richmond, Virginia, Rehrig International
Incorporated -- http://www.rehrig.org-- manufactures wire
products, plastic processed plastics, industrial trucks &
tractors, conveyors & conveying equipment, laminated plastics and
sheet metal fabricator.  The company and its two affiliates filed
for Chapter 11 protection on Sept. 5, 2008 (Bankr. D. Del. Case
No. 08-12064).  Kurtzman Carson Consulting, LLC, serves as the
Debtors' Claims, Noticing and Balloting Agent.  Richard W. Riley,
Esq., at Duane Morris LLP, and Stephen Edward Garcia, Esq., at
Stephen E. Garcia PC, represent the Debtors as counsel.  Bradford
J. Sandler, Esq., at Benesch Friedlander Coplan & Aronoff, and
Wojciech F. Jung, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors as counsel.  When the
Debtors filed for protection from their creditors they listed
assets of between $10 million and $50 million and estimated debts
of between $10 million and $50 million.


ROCKETINFO INC: Sept. 30 Balance Sheet Upside Down by $310,060
--------------------------------------------------------------
In a regulatory filing, Philip Graves, CEO and director of
Rocketinfo Inc., relates that the company has not yet established
an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern.  "The ability
of Rocketinfo Inc. to continue as a going concern is dependent on
Rocketinfo Inc. obtaining adequate capital to fund operating
losses until it becomes profitable."

As of September 30, 2008, the company's balance sheet showed:

   Total assets                              $1,105,697
   Total liabilities                         $1,415,757
   Total stockholders' equity                 ($310,060)

The company posted a net loss of $94,239 on revenues of $38,800
for the three-month period ended September 30, 2008.

"If Rocketinfo Inc. is unable to obtain adequate capital, it could
be forced to cease operations.  In order to continue as a going
concern, Rocketinfo Inc. will need, among other things, additional
capital resources.  Management's plans to obtain such resources
for Rocketinfo Inc. include (1) obtaining capital from management
and significant existing shareholders or prospective shareholders
sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating company.
However, management cannot provide any assurances that Rocketinfo
Inc. will be successful in accomplishing any of its plans," Mr.
Graves relates.

Early this year, Moore & Associates Chartered in Las Vegas,
Nevada, completed its audit of the consolidated financial
statements of company and its wholly owned subsidiary, Rocket
Technologies Inc., for the year ended December 31, 2007.  "The
company has not yet established an ongoing source of revenues
sufficient to cover its operating costs, which raises substantial
doubt about its ability to continue as a going concern."

A full-text copy of the company's latest Quarterly Report is
available for free at:

http://www.sec.gov/Archives/edgar/data/1085203/000101489708000148/rocketinfo10q3q08.txt

                        About Rocketinfo

Rocketinfo Inc., was formed on October 2, 1998, to focus on the
development of digital microwave products, including an ultra-high
bandwidth digital microwave radio.  On October 9, 2002, a change
in control of Rocketinfo Inc. occurred as the selling shareholders
sold 8,000,000 previously held shares of Rocketinfo Inc.'s
outstanding common stock for cash of $8,000, which constituted a
majority ownership of Rocketinfo Inc.  The new shareholders became
involved because of their expertise in the oil and gas business
and ability to seek funding to acquire oil and gas properties.
The sale of shares by the selling shareholders was initiated as a
result of an exhaustive review by Rocketinfo Inc.'s Board of
Directors and subsequent decision to focus its resources and
management efforts on pursuing opportunities in the oil and gas
industry.

Rocketinfo Inc.'s attempt to finance oil and gas operations
through a combination of privately placed debt or equity proved to
be unsuccessful so on October 1, 2004, Rocketinfo Inc. moved into
another field of enterprise through the acquisition of Rocket
Technologies Inc., a Canadian corporation, that developed data
mining and search engine software and applications.


ROL-LAND FARMS: Ontario Court Grants Protection Under CCAA
----------------------------------------------------------
Rol-land Farms Limited, Esses Kent Mushrooms, Ltd., Hebb-Lin
Incorporated, 1537621 Ontario Limited and 1063141 Ontario Inc.
have received protection from their creditors under the Companies'
Creditors Arrangement Act pursuant to an order of the Ontario
Superior Court of Justice issued Dec. 10, 2008, which allows them
time to restructure their businesses and affairs.

As a result of current economic circumstances, Rol-land Farms has
determined that it is in the best interests of its shareholders,
employees and creditors to seek protection pursuant to the CCAA
and to restructure so that it can emerge as a stronger and more
viable operation.

The company said it has the full support of its bank, which is
providing DIP financing, and its senior management.  The company
further said it is its intent to emerge from CCAA protection as a
stronger, more efficient producer.

The Court appointed PricewaterhouseCoopers Inc. as Monitor.

Scarfone Hawkins LLP is representing Rol-land Farms, et al., in
their restructuring efforts.

                       About Rol-land Farms

Headquartered in Blenheim and Kingsville, Ontario, Rol-land Farms
carries on its farming operations in Ontario, Alberta and Prince
Edward Island.  The company is the largest mushroom producer in
Canada and is the third largest mushroom producer in North
America, supplying approximately one million pounds of mushrooms a
week to retailers across Canada and the United States.  The
company also produces and sells cash crops.


ROYAL CARIBBEAN: S&P Downgrades Rating on $45 Mil. Certs. to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$45 million corporate-backed trust certificates from Corporate
Backed Trust Certificates Series 2001-27 Trust to 'BB' from 'BB+'
and removed it from CreditWatch, where it was placed with negative
implications on Nov. 10, 2008.

The downgrade and CreditWatch removal reflect the Dec. 5, 2008,
lowering of the corporate credit and the senior unsecured ratings
on Royal Caribbean Cruises Ltd. and their removal from CreditWatch
with negative implications.

Corporate Backed Trust Certificates Series 2001-27 Trust is a
pass-through transaction, and the rating on the certificates is
based solely on the 'BB' rating assigned to the underlying
securities, the 7.50% senior debentures due Oct. 15, 2027, issued
by Royal Caribbean Cruises Ltd.


SCIENS CFO: Moody's Downgrades Ratings on Four Security Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded these debt securities of
Sciens CFO I Limited:

EUR 121,200,000 Class A Floating Rate Notes due 2014

  -- Current Rating: Aa3, on review for downgrade
  -- Prior Rating: Aa1, on review for downgrade

EUR 21,000,000 Class B Floating Rate Notes due 2014

  -- Current Rating: Ba1, on review for downgrade
  -- Prior Rating: A3, on review for downgrade

EUR 13,900,000 Class C Floating Rate Notes due 2014

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Ba1, on review for downgrade

EUR 18,600,000 Class D Floating Rate Notes due 2014

  -- Current Rating: Ca, on review for downgrade
  -- Prior Rating: Caa1, on review for downgrade

EUR 7,800,000 Class E Floating Rate Notes due 2014

  -- Current Rating: Ca, on review for downgrade
  -- Prior Rating: Caa3, on review for downgrade

Originally rated on 14 December 2006, Sciens CFO I Limited is a
collateralized fund obligation backed by equity interests in a
diversified fund of hedge funds.  The fund is managed by SF
Management Ltd.

The last rating action on the affected securities was on Oct. 28,
2008 when several debt tranches were downgraded and all debt
tranches were maintained on review for further possible downgrade.
The rating action reflects continued deterioration of the net
asset values of the underlying hedge funds within the structure.
The ratings also reflect concern over the vehicle's ability to
liquidate portfolio assets within the covenanted timeframe.


SHAFFER & SON: Taking Bids for Seven Homes in Various Stages
------------------------------------------------------------

           IN THE UNITED STATES BANKRUPTCY COURT
          FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

In re:                          )
                               ) Case No. 1-07-bk-03724
SHAFFER & SON, INC.,            )
                               ) Chapter 11
     Debtor in Possession.     )

               NOTICE OF SALE PROCEDURES,
            AUCTION DATE, AND SALE HEARING

    PLEASE BE ADVISED that pursuant to a motion, dated November
19, 2008 (the "Sale Procedures Motion"), filed by Shaffer & Son,
Inc. (the "Debtor"), the United States Bankruptcy Court for the
Middle District of Pennsylvania (the "Court") entered an Order
(the "Procedures Order") approving certain Sale Procedures (the
"Sale Procedures") in connection with the proposed sale by the
Debtor to one or more bidders, at an auction (the "Auction") to be
conducted at the offices of the Debtor of certain real property
and improvements (the "Homes") identified as follows:

         (a) Deer Run Lot 111 - 2054 Deer Run Drive,
             Hummelstown, PA (completed home)

         (b) Deer Run Lot 133 - 694 Stoverdale Road,
             Hummelstown, PA

         (c) Deer Run Lot 134 - 692 Stoverdale Road,
             Hummelstown, PA (incomplete shell)

         (d) Deer Run Lot 135 - 690 Stoverdale Road,
             Hummelstown, PA (incomplete shell)

         (e) Deer Run Lot 136 - 688 Stoverdale Road,
             Hummelstown, PA (incomplete shell)

         (f) Stone Hill Lot 52 - 805 Meadow Court,
             York, PA (completed home)

         (g) Stone Hill Lot 54 - 1721 Stone Hill Drive,
             York, PA (incomplete shell)

    PLEASE BE FURTHER ADVISED that, December, 12, 2008 at 10:00
a.m. (the "Inspection Day") has been schedule as the date for
interested bidders to inspect the Homes.

    PLEASE BE FURTHER ADVISED that, on December 22, 2008 at 10:00
a.m. (the "Auction Date") the Auction will be conducted at the
offices of the Debtor's counsel set forth below. A copy of the
Sale Procedures and Sale Motion can be obtained by requesting same
from Debtor's counsel.

    PLEASE BE FURTHER ADVISED that all Bids for the Homes shall be
submitted in accordance with the Sale Procedures and shall be
submitted in writing to Debtor's counsel such that the Bid is
actually received not later than December 19, 2008 at 12:00 noon.

Copies of the Motion are on file at:

         Clerk of the Bankruptcy Court
         United States Bankruptcy Court
         for the Middle District
         P O Box 908
         Harrisburg, PA 17108

and may be examined by all interested parties during regular
business hours.  Copies may be obtained from the Debtor's
Attorney:

         Leslie D. Jacobson, Esq.
         Chad J. Julius, Esq.
         8150 Derry Street
         Harrisburg, PA 17111.5260
         Telephone (717) 909.5858
         Fax (717) 909.7788

Date: December 5, 2008

                                    CLERK OF THE U.S. BANKRUPTCY

                         *   *   *

Shaffer & Son, Inc. -- http://www.shafferandson.com/-- sought
protection from its creditors under chapter 11 (Bankr. M.D. Pa.
Case No. 07-03724) on November 21, 2007.  At that time, Shaffer
estimated its assets and liabilities were between $1 million and
$100 million.


SINOFRESH HEALTHCARE: Sept. 30 Balance Sheet Upside Down by $2.8MM
------------------------------------------------------------------
Charles A. Fust, chairman of the board, chief executive officer,
and acting chief financial officer of SinoFresh Healthcare, Inc.,
disclosed in a regulatory filing that as of September 30, 2008,
his company had total assets of approximately $1.8 million,
liabilities of approximately $4.6 million and stockholders'
deficit of approximately $2.8 million.  "Our working capital
deficit was approximately $4.5 million as of September 30, 2008."

"During the first nine months of 2008, the Company's cash and cash
equivalents decreased approximately $500 to $427 at September 30,
2008. The Company's current liquidity is extremely limited and the
Company will require a significant amount of additional funding in
order to meet its current working capital requirements, including
repayment of its debentures.  To address these issues, the Company
is attempting to obtain additional funding through the issuance of
debt and equity securities, joint ventures or other arrangements.
Although the Company believes that it will be able to obtain
additional funding, there can be no assurance that the Company's
efforts will be successful," Mr. Fust relates.

"On June 9, 2006, the Company entered into an unsecured loan
agreement with a non-affiliated third party in the amount of
$100,000.  According to the loan provisions, the principal and
interest totaling $120,000 was due on July 31, 2006.  The Company
is currently in default on the repayment of this loan."

"During 2007, the Company obtained financing in the total amount
of $220,000 through the sale of 18-month Unsecured 10% convertible
debentures."

"Pursuant to a Memorandum of Understanding that was terminated in
February 2008, the Company received an initial investment of
$200,500 during the year ended December 31, 2007 in exchange
for 1,002,500 common shares.  During the nine months ended
September 30, 2008, the Company received additional investments of
$411,565, in exchange for 2,057,823 common shares."

"In August 2007, a group of new investors acquired certain
outstanding convertible debentures issued by the Company having a
face value of $1,255,000 plus accrued interest approximating
$528,000, directly from third party debenture holders through a
private sale. Such debentures matured on December 6, 2007 and are
currently in default.  As part of the MOU, the Company and the
Investors agreed to convert $855,000 of the debentures, plus
accrued penalties and interest into 3,333,750 shares of common
stock."

"At September 30, 2008, 1,836,680 of these common shares have been
issued and 5,297,393 are pending conversion, which will occur upon
direction from the investors.   During October, 2008, the Company
issued 1,500,000 shares of common stock to Investors."

"As of December 31, 2007, the Investors held remaining convertible
debentures with a face value of $400,000, plus previously accrued
interest and penalties that, will entitle them to convert the
debentures at $0.20 per share.  In March 2008, the Investors
purchased from a third party, additional convertible debentures
having a face value of $305,000.  At September 30, 2008, the
Investors now own 100% of the Company's outstanding secured
convertible debentures.  Such debentures matured on December 6,
2006 and are currently in default.  As a result of such
transaction, the Investors are the sole senior secured debt
holders of the Company with a lien on all assets of the Company."

                       Going Concern Doubt

According to Mr. Fust, the Company's ability to continue as a
going concern is subject to substantial doubt due to the Company's
history of losses, current default status on the repayment of
debentures, limited financial resources and need for additional
working capital to implement the Company's business plan.  The
Company requires additional funding in order to repay its
debentures and to market and distribute its products, exploit the
technology underlying its patents, further develop existing and
new products, and pay its other existing current liabilities.

"On September 30, 2008, the Company had current assets of
approximately $120,000 (including cash and cash equivalents of
$427) and current liabilities of approximately $4,618,000.  As a
result, the Company's current liquidity is extremely limited and
the Company will require a significant amount of additional
funding in order to meet its current working capital requirements,
including repayment of its debentures.  To address these issues,
the Company is attempting to acquire additional funding through
the issuance of debt and equity securities, joint ventures or
other arrangements.  Although the Company believes that it will be
able to obtain additional funding, there can be no assurance that
the Company's efforts will be successful."

For the three months ended September 30, 2008, the company posted
a net loss of $274,237 on revenues of $37,974.

A full-text copy of the company's Quarterly Report is available
for free at:

http://www.sec.gov/Archives/edgar/data/1171596/000110801708000637/sinofresh10q.htm


SOLUTIA INC: Challenges Morgan County, Alabama Tax Law
------------------------------------------------------
The Decatur Daily reported that Solutia Inc. challenged the
"constitutionality" of a law passed in April 2008 in Morgan
County, Alabama, which was intended to define the intent of a
local tax law that took effect in 1978.  The new law, sponsored
by State Senator Arthur Orr, R-Decatur, is meant to protect money
for Morgan County Schools and volunteer fire departments.

According to the report, attorneys for Solutia and the Morgan
County Commission and school system argued before a circuit court
in Morgan County on (i) the legality of the new state law; and
(ii) Morgan County's request for a partial summary judgment in
its favor with respect to Solutia's contention that it paid
$340,000 in taxes in error.

The report said that Solutia attorneys are seeking a tax refund
to reduce the financial obligations of the company.  Solutia's
lawyers contend that the new law is illegal because:

  (a) revenue-raising statutes must originate in the state House
      of Representatives;

  (b) the statute violates Solutia's constitutional right to due
      process; and

  (c) the statute violates the 1998 Tax Simplification Act.

Solutia also asserts that some of its vendors are not located in,
nor do they have an agent in, Morgan County, which violates U.S.
commerce laws, the report related.  The Morgan County school
system argues that because Solutia uses the direct pay permit,
which allows the company to pay sales or use taxes directly to
the state and takes the burden off the vendor, the court and
defendants have no way of knowing the vendors' locations or to
show nexus.

A trial on the matter is scheduled for January 26, 2009, the
report related.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SOLUTIA INC: Seeks Court OK for $600,000 Settlement With DuPont
---------------------------------------------------------------
Solutia Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement with E.I. DuPont de
Nemours and Company

DuPont previously filed a motion seeking the allowance of an
administrative claim for $1,394,718 against Solutia Inc., et al.
Solutia objected to the Administrative Motion.

Thereafter, Solutia and DuPont engaged in an informal discovery
process during which the parties also engaged in settlement
negotiations.  As a result of the informal discovery and
negotiations, and the desire of Solutia and DuPont to avoid the
time, cost, and uncertainty of litigation, the parties seek to
settle the Administrative Motion pursuant to the terms of a
stipulation.

Solutia and DuPont ask the Court to approve the compromise and
settlement of all claims, disputes and liabilities between them
relating to the January 2002 Contract and all its amendments.

The salient terms of the Stipulation include:

  (a) DuPont is granted an allowed administrative claim of
      $600,000, which will be paid by Solutia in good funds by
      December 15, 2008.

  (b) DuPont and Solutia exchange mutual releases for all
      claims, liabilities and disputes relating to the Contract.

  (c) In the event the Stipulation is not approved by the Court,
      it will be deemed null and void without prejudice to the
      parties. In that case, the parties' agreement will not be
      allowed or permitted to be used against Solutia or DuPont
      in any litigation regarding those claims or disputes.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SPRINT NEXTEL: Moody's Downgrades Senior Debt Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded Sprint Nextel
Corporation's senior unsecured debt rating to Ba2 from Baa3 and
assigned a Corporate Family Rating of Ba1.  As part of the rating
action, Moody's has downgraded the short-term rating of Sprint
Nextel to Not Prime from Prime-3 and assigned a speculative grade
liquidity rating of SGL-1.  In addition, Moody's upgraded Sprint
Nextel's senior unsecured revolving credit facility to Baa2 to
reflect the recent addition of guarantees.  The outlook for Sprint
Nextel's ratings is negative.  The rating action concludes the
review of Sprint Nextel's ratings that was initiated on
May 16, 2008.

The summary of rating actions is:

Issuer: Sprint Nextel Corporation

Assignments:

  --  Corporate Family Rating, Assigned Ba1
  --  Probability of Default Rating, Assigned Ba1
  --  Speculative Grade Liquidity Rating, Assigned SGL-1

Upgrades:

  -- Senior Unsecured Bank Credit Facility, Upgraded to Baa2,
     LGD2 - 14%, from Baa3

Downgrades:

  --  Commercial Paper, Downgraded to NP from P-3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD5 - 78%, from Baa3

  -- Senior Unsecured Bank Credit Facility, Assigned LGD2, 14%

  -- Senior Unsecured Regular Bond/Debenture, Assigned LGD5, 78%

Issuer: NEXTEL Communications, Inc.

Downgrades:

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Ba2, LGD4 - 64%, from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD4 - 64%, from Baa3

Issuer: Sprint Capital Corporation

Downgrades:

  -- Senior Unsecured Medium-Term Note Program, Downgraded to
     Ba2, LGD5 - 78%, from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
     LGD5 - 78%, from Baa3

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

The downgrade of Sprint Nextel's rating reflects the company's
significantly weakened market position among the national wireless
carriers and its continuing challenges in turning around its
wireless operations amid intense competition and weak economic
conditions.  While subscriber churn has improved from year-ago
levels, Moody's believes the company's efforts to turn subscriber
growth positive will take longer than previously anticipated as
the company faces strong competition from AT&T and Verizon in the
post pay subscriber segment and from flat rate service providers
in the prepaid segment.  As a result, Moody's expects Sprint
Nextel's operating cash flows and subscriber counts to deteriorate
until the second half of 2009, when Moody's expect the company's
market share and wireless operating cash flows to stabilize.

The Ba1 rating reflects Sprint Nextel's position as the third
largest national wireless provider with a strong spectrum position
in its major markets, offset by its deteriorating financial
profile, including high leverage of 3.4x and weak free cash flow
of 6.4% (both LTM 3Q 2008), due to large subscriber losses over
the past five quarters.  In addition, the rating is supported by
management's vigorous efforts to reduce costs and improve service
quality and its commitment to continue reducing debt through 2010.
The rating incorporates the significant operating risks
confronting Sprint Nextel in an intensely competitive environment
as the national wireless penetration rate approaches 90% and
rising subscriber acquisition costs continue to pressure EBITDA
margins.

The negative outlook considers significant execution risks faced
by the company to stabilize its operating performance amid these
competitive challenges, further exacerbated by the economic
recession.  Moody's believes that downward rating pressure will
persist until the company is able to stem the erosion of its
competitive position and maintain market share.

Moody's has assigned a speculative grade liquidity rating of SGL-1
to Sprint Nextel, reflecting the company's very good liquidity
over the next twelve months.  The SGL-1 rating considers Sprint
Nextel's large cash balances of approximately $3.3 billion at
9/30/2008 (pro forma for the $1 billion repayment of its revolving
credit facility in November 2008 and approximately $200 million of
cash received from Clearwire Corporation), the company's free cash
flow from operations, manageable debt repayments, and increased
flexibility under the recently amended credit facility.

As part of the rating action and in accordance with its LGD
methodology, Moody's upgraded the ratings of the company's amended
revolving credit facility to Baa2 from Baa3, reflecting the
structural seniority provided by the recent addition of operating
subsidiary guarantees.  In addition, the company's other debt
ratings, as well as the ratings at Sprint Capital and Nextel
Communications, were downgraded to Ba2 from Baa3.

Moody's last rating action was on September 16, 2008, when Moody's
announced it would continue to review the ratings of Sprint Nextel
for downgrade.

Sprint Nextel Corporation, with headquarters in Overland Park,
Kansas, is one of the largest telecommunications companies in the
United States.  It offers digital wireless services under the
Sprint master brand name in addition to a broad suite of wireline
communications services.  The company operates two wireless
networks, one based on CDMA technology and the other over the
former Nextel Communication's iDEN network.  As of 9/30/2008,
Sprint Nextel had 50.5 million wireless customers, including
wholesale and affiliate subscribers.


SPROTT MOLYBDENUM: Exploring Possible Liquidation; Shares Up
------------------------------------------------------------
Sprott Molybdenum Participation Corporation said it's exploring
strategic alternatives, including a possible liquidation.

Sprott Moly's board of directors, and together manager Sprott
Asset Management Inc., is exploring alternatives for the company
in light of recent market developments, and the continued trading
of its shares below net asset value.

The Dec. 10 announcement said that the focus of the review is to
investigate strategic alternatives that would make best use of the
Corporation's current cash position, including a possible
liquidation.

As at December 5, 2008, the Corporation's net asset value was
$1.74 per common share, of which $1.31 per common share was in
cash and near cash securities, net of short term liabilities.

"There can be no assurance that the process will result in any
specific strategic or financial transactions, and no timetable has
been set for its completion," the company said.

According to The Canadian Press, Sprott Molybdenum shares were up
30 cents or 36 per cent to $1.13 in Wednesday morning trading. The
company's shares have traded as high as $5.20 and as low as 67
cents in the past year.

                      About Sprott Molybdenum

Sprott Molybdenum Participation Corporation (TSX: MLY, MLY.WT) is
an investment holding company created with the goal of achieving
capital appreciation by investing in securities of private and
public companies that explore for, mine or process molybdenum and
by investing in, holding, selling and otherwise transacting in all
commercial forms of molybdenum.


SYNTAX-BRILLIAN: Court Suspends Chapter 11 Examiner Services
------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware suspended the services of James S.
Feltman, the Chapter 11 examiner of Syntax-Brillian and its
debtor-affiliates' cases, and the Debtors' special counsel
effective as of Oct. 22, 2008.

Judge Shannon directed, at the behest of the Debtors' and the
Official Committee of Unsecured Creditor, the examiner to provide
copies of any documents related to its investigation to the
Debtors.  He founded that the examiner and the Committee are in
common interest with respect to the matters investigated by the
examiner, any information provided by it to the Committee.

The Troubled Company Reporter said on Aug. 28, 2008, the Debtors
argued to have an examiner is unnecessary because they -- together
with the Securities and Exchange Commission -- are presently
conducting an investigation what caused the unexpected decline in
the value of their assets and would only duplicate their efforts.

However, the U.S. Trustee argued that the appointment is
appropriate on grounds that the Debtors' fixed, liquidated,
unsecured debts, services, and taxes have exceeded $5 million.
The appointment of a Chapter 11 examiner is in the best interest
of creditors, equity holders and other interest of the Debtors'
estates, the U.S. trustee contended.

The Chapter 11 examiner had investigated, among other things (i)
the facts and circumstances surrounding the sudden decline in the
Debtors' assets; (ii) the bona fides and necessity of the proposed
sale of the substantially all of the Debtors' assets to TCV; and
(iii) the ability and inclination of the Debtor's current
management to probe and pursue potential claims and causes of
action against the Debtors' former officers including directors
who selected the Debtor's current chief executive officer and
chief financial officer.

                     About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital camerasl.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Epiq Bankruptcy Solutions, LLC is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On Oct. 10.
the Bankruptcy Court denied OIG's emergency request to excuse it
from its obligations.  OIG has taken an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TELETOUCH COMMUNICATIONS: Auditor Raises Going Concern Doubt
------------------------------------------------------------
Teletouch Communications, Inc., delivered its Annual Report for
the year ended May 31, 2007, to the Securities and Exchange
Commission on November 24, 2008.

BDO Seidman, LLP, in Houston, Texas, on November 17, 2008, noted
that the company has suffered recurring losses from operations and
has a net capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Chief Executive Officer Robert M. McMurrey relates that the
company has suffered recurring losses from operations, and it had
a working capital deficit of approximately $24,029,000 and
$29,583,000 at May 31, 2007 and 2006, respectively, and a
shareholders' deficit of approximately $17,387,000 and $19,093,000
at May 31, 2007 and 2006, respectively.  "The company's senior and
subordinated debt totaled approximately $9,878,000 and $27,890,000
at May 31, 2007 and 2006, respectively.  The senior and
subordinated debt was due and payable in full on April 14, 2006
and May 1, 2006, respectively.  In September 2005, the company
executed amendments with its senior and subordinated debt holders
under, which they agreed to waive the existing events of default
and defer interest payments on the subordinated debt until after
the maturity of the senior debt on April 14, 2006."

According to Mr. McMurrey, in August 2006, prior to the
acquisition by Teletouch, Progressive Concepts, Inc. was
successful in negotiating a restructuring of its debt obligations
with both its senior and subordinated lenders under which it was
fully released from the balance of $9,782,000 in subordinated debt
which was converted to redeemable equity at Teletouch's parent
company, TLL Partners, LLC.  "TLLP also assumed the full balance
remaining on PCI's senior debt obligations (after a $10,000,000
cash payment to the lender by the PCI) and PCI was conditionally
released from having any future payment obligations under the
senior debt and all liens on the assets of PCI were conditionally
released as long as certain terms of a Transaction Party Agreement
by and among PCI, Teletouch, TLLP and the senior lender, Fortress
Credit Corp. were not violated.  The TPA provided Fortress with
certain control over the ongoing operations of Teletouch and PCI
as well as provided for the contingent re-instatement of the liens
on PCI assets if certain conditions were not maintained by either
Teletouch or PCI.  A TPA was required by Fortress in order to
assure that PCI or Teletouch would not take actions which in
Fortress' view could reduce the value of Fortress' security.
Under the terms of the TPA both PCI and Teletouch were bound to
comply with certain negative covenants. If either PCI or Teletouch
had breached the TPA or violated any of the negative covenants
then Fortress could have reinstated the Senior Debt at PCI to the
fullest extent available under the law as if the debt
restructuring had never occurred.  PCI was conditionally released
from having any future payment obligations under the Senior Debt
as long as the terms of the TPA were not violated. However, in
accordance with Statement of Financial Accounting Standard No.
140, PCI must be legally released from being the primary obligor
under the Senior Debt in order to de-recognize this liability.
Because of the existence of the TPA which allows Fortress limited
control of PCI and Teletouch and a contingent ability to reinstate
the debt at PCI, we believe that PCI has not been fully released
from being the primary obligor under the Senior Debt as
contemplated by SFAS 140 as of May 31, 2007.  In addition, TLLP is
a holding company with no operations with a minimal amount of cash
on hand and may be dependent upon selling a sufficient number of
shares it owns in Teletouch common stock or upon the cash flows of
Teletouch through the receipt of future cash dividends to service
its outstanding debt obligations.  The company has no current
agreements with TLLP to fund cash nor does it have any current
plans to declare dividends in order to allow TLLP to meet the debt
obligations.  Therefore, PCI and Teletouch will continue to report
the Senior Debt as a liability on its balance sheet until such
time as the debt is fully satisfied by TLLP or when PCI and
Teletouch are released from the TPA."

"In May 2008, the company was able to secure an additional
$5,000,000 revolving credit facility with another senior lender.
The proceeds were used primarily to pay $2,000,000 to PCI's former
senior lender to have the liens on the assets of the company fully
and permanently released, and $1,500,000 was used to make an
initial payment to the holders of certain redeemable common stock
warrants that became due in December 2007.  Even upon the
company's completion of the restructuring of its debt obligations
in August 2006 and the subsequent restructuring in May 2008, the
company has only been able to partially improve its working
capital deficit and shareholders' deficit.  During fiscal 2008 and
continuing into fiscal 2009, the company has been focusing on
evaluating the operations of its PCI subsidiary."

Teletouch's total assets of May 31, 2007, was $32,302,000 while
its total liabilities was $49,689,000.  Net loss of the year ended
May 31, 2007, was $8,079,000.

A full-text copy of the company's Annual Report is available for
free at:

http://www.sec.gov/Archives/edgar/data/928659/000119312508243397/d10k.htm

                         About Teletouch

During the fiscal year ended May 31, 2007, Teletouch
Communications, Inc., a Delaware corporation, finalized two
significant transactions -- it acquired Progressive Concepts,
Inc., on August 11, 2006, and it finalized the sale of its paging
business on August 14, 2006.  Teletouch Communications, Inc. was
incorporated under the laws of the State of Delaware in July 1994
and in 2006 relocated its corporate headquarters from Tyler, Texas
to Fort Worth, Texas in conjunction with the acquisition of PCI.

Teletouch has been a provider of telecommunications services for
over 40 years, providing two-way radio services in Texas, GPS-
telemetry and public safety and emergency response vehicle
products and services throughout the U.S.  Following the sale of
the paging business and the acquisition of PCI in August 2006,
Teletouch's core-business has been acquiring, billing and
supporting cellular subscribers under a recurring revenue
relationship with AT&T Wireless, formerly Cingular Wireless.


TEREX CORPORATION: Moody's Affirms Corp. Family Rating at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service affirmed Terex Corporation's corporate
family and probability of default ratings at Ba2.  In related
rating actions Moody's upgraded the rating for the company's
senior secured bank credit facility to Baa2 from Baa3 and the
rating for the senior subordinated notes due 2014 to Ba1 from Ba2.
The senior subordinated notes due 2017 are affirmed at Ba3.
Terex's speculative grade liquidity remains at SGL-1.  The outlook
is stable.

Terex's Ba2 corporate family rating reflects the company's
strength in its cranes and mining businesses and global footprint.
For several of the financial metrics within Moody's Heavy
Manufacturing Rating Methodology Terex's performance could be seen
as to be consistent with a rating higher than the Ba2 assigned.
Through LTM September 2008 Terex's key credit metrics were: EBITA
margin -- 10.9%; EBIT/interest expense -- 7.7x; debt/EBITDA --
2.1x ;and, free cash flow/debt -- 9.0% (all ratios adjusted per
Moody's methodology).  Yet, these strengths are balanced against
the expectation for a downturn in the company's Aerial Work
Platform, Construction, and Materials Processing businesses.
Terex must contend with a number of operating issues during 2009
including the slowing of the U.S. and Western European economies
which is negatively impacting the construction sectors, the main
driver for the AWP and Construction businesses.

Constraining the ratings further is the potential that Terex could
pursue debt-financed share repurchases and acquisitions once the
credit markets have stabilized.  Key non-operating risks include
potential costs associated with any resolution of the Securities
and Exchange Commission investigation relating to prior accounting
issues and the U.S. Department of Justice investigation related to
pricing practices in the rock crushing and screening industry.

Nevertheless, Moody's expects that Terex should be able to weather
these challenges within the Ba2 rating level due to the company's
geographic and product diversity, operating efficiencies, moderate
financial leverage and commitment to maintaining ample liquidity.

The ratings for the senior secured bank credit facility and senior
subordinated notes reflect the probability of default of the
company, to which Moody's assigns a PDR of Ba2.  The upgrades to
the senior secured credit facility and senior subordinated notes
due 2014 result from revised expectations regarding the loss given
default assessments for these debt instruments.  With a
significant portion of its operations located outside of the U.S.,
a larger portion of Terex's foreign trade payables are viewed to
be excluded from the 20 day administrative priority claim
assumption in the LGD waterfall.  The greater amount of more
junior claims in the waterfall acts to reduce the loss given
default assessment of the bank credit facility and senior
subordinated notes due 2014, providing uplift to the ratings.
Because the subordinated notes due 2017 do not benefit from
subsidiary guarantees, they are ranked below the 2014 notes in the
waterfall and do not benefit from the same rating uplift.

These ratings/assessments were affected by this action:

  -- Corporate family rating affirmed at Ba2;

  -- Probability of default affirmed at Ba2;

  -- $896 million senior secured bank credit facility (benefiting
     from subsidiary guarantees) upgraded to Baa2 (LGD1, 9%) from
     Baa3 (LGD2, 16%);

  -- $300 million senior subordinated notes due 2014 (benefiting
     from upstream guarantees) upgraded to Ba1 (LGD3, 35%) from
     Ba2 (LGD3, 42%); and,

  -- $800 million senior subordinated notes due 2017
     (unguaranteed) affirmed at Ba3, but its loss given default
     assessment is changed to (LGD5, 76%) from Ba3 (LGD5, 79%).

The company's speculative grade liquidity rating of SGL-1 is
unchanged.

The last rating action was on November 8, 2007 at which time
Moody's affirmed Terex's Ba2 corporate family rating.

Terex Corporation is a diversified global manufacturer with five
business segments supporting construction, mining, utility and
other end markets. Last twelve months revenues through
September 30, 2008 were approximately $10.4 billion.


TEXAS NATIONAL BANK: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Mercedes, Tex.-based
Texas National 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."

Texas National Bank -- http://www.texasnational.net/-- is
chartered as a national bank primarily regulated by the Office of
the Comptroller of the Currency.  Deposits have been insured by
the Federal Deposit Insurance Corporation since Jan. 1, 1934.
Texas National was established on Nov. 26, 1920.

Texas National disclosed $55.7 million in assets and $62.8 million
in liabilities at Sept. 30, 2008, in regulatory filings available
from the Federal Financial Institutions Examination Council.
Average assets during the quarter ending Sept. 30, 2008, were
$77.4 million.


TRIBUNE CO: Chapter 11 Filing Exposes Risks of ESOPs
----------------------------------------------------
The Wall Street Journal reports that Tribune's Chapter 11 filing
highlights the risks of plans that invest employee savings into
common stock.

One big potential exposure, according to Ellen E. Schultz of The
WASJ, came via the employee stock ownership plan, or ESOP, which
the company set up in 2007.

On April 1, 2007, Tribune's board of directors approved a series
of transactions with a newly formed Tribune Employee Stock
Ownership Plan, EGI-TRB, L.L.C., a Delaware limited liability
company majority-owned by Sam Investment Trust (a trust
established for the benefit of Samuel Zell and his family), and
Samuel Zell.  On Dec. 20, 2007, the company completed the
Leveraged ESOP Transactions which culminated in the cancellation
of all issued and outstanding shares of the company's common stock
as of that date, other than shares held by the Company or the
ESOP, and the company becoming wholly-owned by the ESOP.

Under the ESOP, Tribune was planning to contribute shares -- worth
about 5% of each employee's pay -- into employee accounts each
year.

According to WSJ, the first contribution was expected to be made
in the first quarter, and it isn't clear whether this will happen
or whether the shares will have any value after Tribune's
bankruptcy filing.  "At this point, the employees technically
haven't lost anything in the ESOP because their balances are still
zero," WSJ notes.

WSJ, however, points out that under the ESOP, employees' accounts
are 100% invested in the employer's stock, which can leave
employees dangerously exposed to the fate of their company and
industry.

When it filed for chapter 11, Tribune Co., and its units disclosed
$7,605,195,000 in assets and $12,972,541,148 in debts.  Tribune
owes under $10 billion from facilities arranged by JPMorgan and
Merrill Lynch, and $1.26 billion in bonds issued in 1992 to 1997.

Under the absolute priority rule of the Bankruptcy Code, creditors
have priority over a company's equity holders.  Unsecured
creditors stand ahead of investors in the receiving line and their
claims must be satisfied before any investment loss is
compensated.

                      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: S&P's Ratings on Class A & B Certs. Tumble to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'D' from 'CC'.

The downgrades reflect the Dec. 9, 2008, lowering of the rating on
the underlying securities, the $79.795 million 7.25% debentures
due Nov. 15, 2096, issued by Tribune Co., to 'D' following
Tribune's bankruptcy filing.

Structured Asset Trust Unit Repackaging Tribune Co. Debenture
Backed Series 2006-1 is a pass-through transaction, and the
ratings on the certificates issued by the trust are based solely
on the rating assigned to the underlying securities, the
$79.795 million 7.25% debentures due Nov. 15, 2096, issued by
Tribune Co.


TRIBUNE CO: SATURNS to Wind-down Bonds on Chapter 11 Bankruptcy
---------------------------------------------------------------
Structured Asset Trust Unit Repackagings, Tribune Company
Debenture Backed 2006-1 Trust, a "Trust Wind Up Event" has
occurred under the terms of the Trust Agreement governing the
Trust due to the Chapter 11 Voluntary Petition filed by the
Tribune Company on Dec. 8, 2008.

The Class A Units were delisted from the New York Stock Exchange
on Dec. 9, 2008.  Morgan Stanley & Co. Incorporated, as selling
agent, will undertake to sell all underlying securities owned by
the Trust.

The timing, price and other terms of any sale conducted by the
Morgan Stanley will be determined by itself, but all sales will be
completed within 30 days or such longer period of time as may be
reasonable with respect to the underlying securities.

Morgan Stanley will solicit at least three bids for the underlying
securities.  The firm will, on behalf of the Trust, sell the
underlying securities at the highest bid price received.

Upon the sale of the underlying securities, the trustee will
distribute the cash proceeds of the liquidation to the payment of
claims of the Class A Units and the Class B Units pro rata in
proportion to the relative claim amounts of each.

The claim amount with respect to the Class A Units will equal
their outstanding principal balance plus accrued and unpaid
interest, if any.  The claim amount with respect to the Class B
Units will equal their "Present Value Amount" as such term is
defined in the Trust Agreement.

Additional proceeds, if any, will be applied in satisfaction of
certain administrative fees.  The trust will terminate following
the distribution of all such funds.

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 CO: Scripps Cuts Offer for 31% Stake in Food Network
------------------------------------------------------------
Bloomberg News reports that Scripps Networks Interactive Inc. has
cut its offer for Tribune Co.'s minority stake in the Food Network
because of its own tumbling stock price.

The latest bid for Tribune's stake in the network is "considerably
less" and reflects the drop in Scripps's stock price, Joe
NeCastro, the company's finance chief, said Dec. 10 in an
interview, according to Bloomberg.  The shares have declined 40%
since July 1, when the company split from E.W. Scripps Co.

According to Bloomberg, Scripps made its most recent offer several
days before Tribune filed for Chapter 11 bankruptcy protection on
Dec. 8, Mr. NeCastro said.  Scripps Chief Executive Officer
Kenneth Lowe called the latest bid a "fair offer," but did not
identify the amount of the bid.

Tribune has a 31% stake in Food network while Scripps owns the
remaining 69%.  According to Scripps, Food Network's operating
revenue increased 8.8% to $113 million in the third quarter of
2008.  Food Network reaches more than 97 million domestic
subscribers, up from about 96 million at the end of the third
quarter 2007.  "Prime-time viewership at Food Network was the
highest in the network's history during the quarter, with solid
gains among younger viewers," Mr. Lowe said, in late October, when
the company released its third quarter results.

Tribune made a $58,130,000 net income on equity investments in its
first three fiscal quarters ended Sept. 28, 2008, down from
$67,953,000 in the same period in 2007.  "Net income on equity
investments for the first three quarters of 2008 included a $16
million write-down at one of the Company's interactive
investments, partially offset by an improvement at TV Food
Network," Tribune said.

Tribune may only get about $400 million for the network,
CreditSights Inc. debt analyst Jake Newman said in an interview,
according to Bloomberg.  That's down from his estimate of as much
as $1.05 billion in April, the report notes.

                        About Food Network

With headquarters in New York, FOOD NETWORK --
http://www.foodnetwork.com-- is a lifestyle network and Web site
that features programs about food and cooking.  Food Network can
be seen internationally in Canada, Australia, Korea, Thailand,
Singapore, the Philippines, Monaco, Andorra, Africa, France, and
the French-speaking territories in the Caribbean and Polynesia.

                      About Scripps Networks

Scripps Networks Interactive Inc. is the leading developer of
lifestyle-oriented content for television and the Internet, where
on-air programming is complemented with online video, social media
areas and e-commerce components on companion Web sites and
broadband vertical channels. The company's media portfolio
includes: Lifestyle Media, with popular lifestyle television and
Internet brands HGTV, Food Network, DIY Network, Fine Living
Network (FLN) and country music network Great American Country
(GAC) ; and Interactive Services, with leading online search  and
comparison shopping services, Shopzilla and uSwitch.

                      About Tribune Company

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. 3; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


UMPQUA INDIANS: Fitch Withdraws Junk Issuer Rating & Tax Bonds
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings assigned to the Cow Creek
Band of Umpqua Indians (Cow Creek) as follows.

--Issuer rating to 'CCC' from 'B+';

--Tax revenue bonds, series 2006A, 2006B and 2006C to 'CCC+'
   from 'BB-'.

Fitch is concurrently withdrawing the ratings.

Fitch has concerns regarding management's accounting treatment of
certain related-party asset sale transactions between the Seven
Feathers Casino and the tribal government, raising significant
governance and internal control issues (see Fitch research
'Evaluating Governance Practices: The Native American Tribal
Perspective' dated Aug. 14, 2008).

Due to a trend of weak operating results at Seven Feathers, based
on latest twelve month (LTM) Sept. 30, 2008, results, Cow Creek
would be in breach of the leverage covenant in its debt agreements
absent the booking of gains on two related-party asset sales.

Backing out these gains, the leverage ratio was 4.1 times (x), in
excess of the 4.0x covenant level. The definition of pledged
revenues under the debt agreements (including the bond indenture,
bank loan agreement and collateral trust and security agreement)
does allow Cow Creek to include non-operating income for the
purposes of demonstrating compliance with financial covenants.

However, an independent certified public accountant (CPA) has not
yet reviewed the terms of the sales to determine if they meet the
GAAP criteria for recognition.  In the event that an independent
CPA determines that the asset sale gains do not meet the criteria
for recognition and thus cannot be included in the calculation,
Fitch believes it is likely Cow Creek will be in breach of the
leverage covenant in the next several quarters, requiring it to
seek a waiver or amendment from investors.

Compliance with financial covenants is tested on a rolling
quarterly basis, and violation of a financial covenant is
considered an event of default under the debt agreements.  The
debt agreements require that Cow Creek produce annual financial
statements for Seven Feathers which are audited by an independent
CPA.  The bank loan and bonds rank pari passu with respect to
their right of payment from the pledged revenues.  Recourse for
investors in an event of default is acceleration of outstanding
principal.  In the event that principal acceleration occurs,
recourse of the bank lender and the bondholders is limited to the
pledged cash flows after the operating expenses of Seven Feathers
have been paid.

The 'CCC+' transaction rating on the bonds is one-notch higher
than the 'CCC' issuer rating due to credit enhancement provided by
security covenants included in the legal documents associated with
the bonds.  The most important of these is a cash fund debt
service reserve fund in an amount equal to one year of principal
and interest, which is available to bond holders but not the
lender.

The 2006A, 2006B and 2006C bonds are outstanding in the amount of
$97.4 million with term maturities in 2011, 2016, 2022 and 2026.

The bonds are subject to mandatory monthly sinking fund payments
of principal in an amount sufficient to fully amortize by
maturity. The bank loan has a total capacity of $25 million,
$5.9 million of which is currently drawn.

Fitch's rating definitions and the terms of use of such ratings
are available on the agency's public site, www.fitchratings.com.
Published ratings, criteria and methodologies are available from
this site, at all times.  Fitch's code of conduct,
confidentiality, conflicts of interest, affiliate firewall,
compliance and other relevant policies and procedures are also
available from the 'Code of Conduct' section of this site.


UNITED SITE: Weak Market Cues S&P to Junk Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on United Site Services Inc. to 'CCC+'
from 'B-'.  At the same time, S&P lowered the rating on the
company's senior secured first-lien revolving credit facility to
'B' from 'B+' and lowered the rating on the company's senior
secured second-lien term loan to 'CCC+' from 'B'.  The recovery
rating for the first-lien facility remains '1', indicating the
likelihood of very high (90% to 100%) recovery in the event of a
payment default.  S&P revised the recovery rating on the second-
lien facility to '4' from '2'.  The '4' indicates the likelihood
of average (30% to 50%) recovery in the event of a payment
default.  The outlook is negative.

"The downgrade and negative outlook reflect our concern that the
backdrop of a very weak construction market could further weaken
the company's already depressed earnings and cash flow generation
from its base business," said S&P's credit analyst James T.
Siahaan.  When combined with USS' high debt leverage, anemic
coverage ratios, and higher interest expense in 2009, such
economic uncertainty portends increased risk of default.  The
company benefits from the fact that its debt does not need to be
refinanced until 2012 and that it currently possesses adequate
levels of headroom under its lone financial covenant.

Westborough, Massachussetts-based USS rents and services portable
restrooms and is highly vulnerable to the cyclicality of
residential and commercial construction.

The current conditions could result in limited or negative free
cash flow during the next several quarters and could further
pressure USS' already weak liquidity.  Should credit quality
deteriorate further because of prolonged weakness in the housing
and construction markets, S&P could lower the ratings.

S&P could revise the outlook to stable if the company steadily
improves cash flow generation and credit-protection measures by
successfully weathering the slowdown in the construction market
and diversifying its cash flow base to increase revenues from non-
construction-based activities, such as special events and -- to
the extent possible -- emergency services.


UNIVISION COMMS: Moody's Lowers Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Univision Communications
Inc.'s Corporate Family rating and Probability of Default rating
to B3 from B2, while also lowering associated debt ratings,
concluding the review for downgrade that was initiated on August
11, 2008.

The downgrades reflect Moody's expectation that weak advertising
spending in 2009 will create increased pressure on Univision's
revenue and cash flow despite likely upside from additional
retransmission compensation.  Moody's expects these pressures
combined with meaningful step-downs in Univision's maximum secured
debt-to-EBITDA covenant will diminish covenant cushion
considerably through the end of 2009.  In addition, Univision's
high debt-to-EBITDA leverage will likely increase further and
asset sales are unlikely to improve credit metrics significantly.
The rating outlook is negative.

Downgrades:

Issuer: Univision Communications, Inc.

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Credit Facility and Senior Secured Bonds,
     Downgraded to B2, LGD3 - 40% from B1, LGD3 - 40%

  -- Senior Secured Credit Facility (Second Lien) Downgraded to
     Caa2, LGD5 - 87% from Caa1, LGD5 - 86%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD6 - 93% from Caa1, LGD6 - 93%

  -- Multiple Seniority Shelf, Downgraded to (P)Caa2 from (P)Caa1

Outlook Actions:

Issuer: Univision Communications, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

The SGL-3 indicates Moody's belief that Univision has only
adequate liquidity through the end of 2009.  Liquidity will remain
a significant rating consideration until pressure from the
cyclical advertising downturn eases and is critical to surviving
through the advertising downturn within the existing capital
structure.  This would allow Univision to realize the benefits of
its good intermediate-term growth prospects underpinned by its
strong and leading market position in Spanish-language media in
the U.S. and favorable demographic trends.  Moody's believes
Univision will maintain a modest cushion under the covenant based
on an assumed 10-15% advertising revenue decline in 2009 and
Moody's estimates for retransmission consent fees and cost
savings, but the margin of compliance will likely be small.
Weaker than anticipated operating performance or lower than
anticipated retransmission consent fees or cost savings could
erode this cushion and pressure the rating.  Successful attainment
of a waiver or amendment under the credit facility may require an
increase in pricing that could be uneconomic for Univision to bear
given the large component of bank debt in the capital structure.

The negative rating outlook reflects concern that a deeper or more
extended downturn in advertising revenue than expected could
further weaken Univision's ability to maintain compliance with its
financial covenants.

The last rating action was on August 11, 2008 when Moody's
downgraded Univision's CFR and PDR to B2 from B1 and placed the
ratings on review for downgrade.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States with television
network operations in Miami and television and radio stations in
major cities throughout the U.S. and Puerto Rico.  Annual revenue
approximates $2 billion.


VIEW SYSTEMS: Directors Acquire 10 Million Shares of Stock
----------------------------------------------------------
Martin J. Maassen, View Systems Inc.'s director and 10% owner,
disclosed in a Form 4 filing with the Securities and Exchange
Commission that he may be deemed to beneficially own 5,030,624
shares of the company's common stock after the Oct. 15, 2008,
puchase of 5,000,000 shares of common stock at $0.04 per share.

In a separate form 4 filing, Michael L. Bagnoli, secretary,
director and a 10% owner of the company, also disclosed that he
may be deemed to directly own 5,009,000 shares of the company's
common stock after acquiring 5,000,000 shares at $0.04 per share.

At Nov. 5, 2008, the company has 13,747,163 shares of common
Stock, $.001 par value per share outstanding.

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYST) --
http://www.viewsystems.com/-- manufactures and installs unique
security products to government agencies, schools, courthouses,
event and sports venues, the Military and commercial businesses.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2008,
Davis, Sita & Company, P.A, in Greenbelt, Maryland, expressed
substantial doubt about View Systems Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said, "The company has incurred ongoing operating
losses and does not currently have financing commitments in place
to meet expected cash requirements through 2008.  In addition,
certain notes payable have come due and the note holders have
demanded payment."


VIEW SYSTEMS: Discloses 16,247,163 Shares Issued and Outstanding
----------------------------------------------------------------
View Systems Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it has 16,247,163 shares
of common stock issued and outstanding.

On Oct. 15, 2008, the company issued 2,500,000 common shares to
Starr Consulting, Inc. and its assigns in exchange for forgiveness
of a promissory note made in favor of Starr Consulting, Inc. on
Aug. 7, 2006, and having a face amount of $50,000 plus interest
accrued of $50,000.  The estimated price per share of the
transaction was $0.04.

The company also reported that it had agreed that it would issue
additional shares to Starr Consulting, Inc. and its assigns if
they failed to realize $100,000 in proceeds from their 2,500,000
shares within 90 days of issuance.  Starr Consulting, Inc.
retained 500,000 shares and assigned 500,000 shares to each of
these entities: Power Network, Inc., BAF Consulting, Inc., New Age
Sports, Inc., and Seville Consulting, Inc.

Star Consulting and its assigns failed to realize their $100,000
proceeds and on Dec. 1, 2008, the company issued the additional
2,500,000 shares to Star Consulting, Inc.   Again, Star Consulting
retained 500,000 shares and assigned 500,000 shares each to Power
Network, Inc., BAF Consulting, Inc., New Age Sports, Inc., and
Seville Consulting, Inc.

                        About View Systems

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYST) --
http://www.viewsystems.com/-- manufactures and installs unique
security products to government agencies, schools, courthouses,
event and sports venues, the Military and commercial businesses.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2008,
Davis, Sita & Company, P.A, in Greenbelt, Maryland, expressed
substantial doubt about View Systems Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said, "The company has incurred ongoing operating
losses and does not currently have financing commitments in place
to meet expected cash requirements through 2008.  In addition,
certain notes payable have come due and the note holders have
demanded payment."


VIEW SYSTEMS: Issues 10MM Shares, Discloses New Majority Ownership
------------------------------------------------------------------
View Systems Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission of the new majority ownership
of the company.

On Oct. 15, 2008, the company's board of directors approved the
issuance of 5 million restricted shares of company common stock
each to directors Dr. Martin Maassen and Dr. Michael Bagnoli in
exchange for their forgiveness of loans made to the company, for a
total of 10 million shares issued to them.  The dollar value of
the debts paid off to Drs. Bagnoli and Maassen is $200,000 each,
for a per share issuance price of $0.04 per share.

In connection with the issuance of ten million shares of common
stock on Oct. 15, 2008, to its directors Drs. Maassen and Bagnoli,
a change of control passed from director and majority shareholder
Gunther Than.

After the issuance of the shares, the majority ownership of the
company is:

Name and Address of Beneficial Owner: Michael L. Bagnoli
                                      Director, Secretary
Title of Class: Common
Number of Shares Beneficially Owned: 5,009,000*
Percent of Shares Beneficially Owned: 36.4%

* Represents 5,007,625 common shares held by Mr. Bagnoli,
  500 common shares held by his spouse and 875 common shares held
  by a trust.

Name and Address of Beneficial Owner: Martin Maassen
                                      Director
Title of Class: Common
Number of Shares Beneficially Owned: 5,030,624**
Percent of Shares Beneficially Owned: 36.6%

** Represents 5,021,249 common shares held by Mr. Maassen and his
   spouse and 9,375 common shares held by his spouse.

Name and Address of Beneficial Owner: Gunther Than
                                      Director, CEO
Title of Class: Common and Preferred
Number of Shares Beneficially Owned: Common - 32,302
                                     Preferred - 89,647
Percent of Shares Beneficially Owned: Common - Less than 1%
                                      Preferred - 100%

Name and Address of Beneficial Owner: All Directors and Officers
                                      as a Group
Title of Class: Common and Preferred
Number of Shares Beneficially Owned: Common - 10,071,926
                                     Preferred - 89,647
Percent of Shares Beneficially Owned: Common - 73.3%
                                      Preferred - 100%

There are 13,747,163 shares of common stock outstanding after the
transactions.  Mr. Than's ownership of Series A preferred stock
allows him to control 1,344,705 votes on all shareholder matters,
or the equivalent of the right to vote 8.91% of all common shares.

                        About View Systems

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYST) --
http://www.viewsystems.com/-- manufactures and installs unique
security products to government agencies, schools, courthouses,
event and sports venues, the Military and commercial businesses.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2008,
Davis, Sita & Company, P.A, in Greenbelt, Maryland, expressed
substantial doubt about View Systems Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said, "The company has incurred ongoing operating
losses and does not currently have financing commitments in place
to meet expected cash requirements through 2008.  In addition,
certain notes payable have come due and the note holders have
demanded payment."

On June 10, 2008, the TCR reported that View Systems' consolidated
balance sheet at March 31, 2008, showed $1,455,882 in total assets
and $2,180,188 in total liabilities, resulting in a $724,306 total
stockholders' deficit.  At March 31, 2008, the company's
consolidated balance sheet also showed strained liquidity with
$202,848 in total current assets available to pay $2,180,188 in
total current liabilities.  The company reported a net loss of
$65,942, on net revenues of $290,431, for the first quarter ended
March 31, 2008, compared with a net loss of $323,506, on net
revenues of $250,706, for the same period ended March 31, 2007.


VIEW SYSTEMS: September 30 Balance Sheet Upside-Down by $743,077
----------------------------------------------------------------
View Systems, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $1,350,877 and total liabilities of $2,093,954,
resulting in a stockholders' deficit of $743,077.

The company reported net loss of $134,913 for three months ended
Sept. 30, 2008, compared with net loss of $315,806 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $92,719 compared with net loss of $602,038 for the same
period in the previous year.

                  Liquidity and Capital Resources

In spite of a decrease in net revenue from product sales, the
company's net profits have been increasing and have been enough to
pay ongoing costs as rent, telephone, payroll and materials but
are not sufficient to cover the company's old accounts payable.
The company's auditors have expressed substantial doubt that it
can continue as a going concern.  The company is continuing to
push sales and control costs.

Historically, the company has relied on revenues, debt financing,
and sales of its common stock to satisfy its cash requirements.
For the quarter ended Sept. 30, 2008, the company received cash
from revenues of $199,204, $0 from issuance of equity, and $0 from
stockholder advances.  The company intends to rely on the issuance
of its common stock to convert debt into equity and to raise cash.
Management anticipates that it will continue to issue some shares
for services in the short term.

Management intends to finance its 2008 operations primarily with
the revenue from product sales and any cash short falls will be
addressed through equity or debt financing, if available.  The
company has insufficient financing commitments in place to meet
its expected cash requirements for 2008, and it cannot assure that
it will be able to obtain financing on favorable terms.  If it
cannot obtain financing to fund its operations in 2008, then it
may be required to reduce its expenses and scale back its
operations even further.

The company's total current liabilities decreased to $2,173,354 at
Sept. 30, 2008, compared to $2,165,418 at Dec. 31, 2007.  Its
total current liabilities at Sept. 30, 2008, included accounts
payable of $455,103 accrued expenses of $92,538 accrued interest
of $203,118 accrued royalties of $150,000, loans from shareholder
of $313,599 and notes payable of $958,996.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?360d

                      About View Systems Inc.

Based in Baltimore, Maryland, View Systems Inc. (OTC BB: VYST) --
http://www.viewsystems.com/-- manufactures and installs unique
security products to government agencies, schools, courthouses,
event and sports venues, the Military and commercial businesses.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2008,
Davis, Sita & Company, P.A, in Greenbelt, Maryland, expressed
substantial doubt about View Systems Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said, "The company has incurred ongoing operating
losses and does not currently have financing commitments in place
to meet expected cash requirements through 2008.  In addition,
certain notes payable have come due and the note holders have
demanded payment."


W.R. Grace: Confirmation Hearings Set for April & June 2009
-----------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware signed a case management order scheduling a
two-phase hearing to consider confirmation of W.R. Grace & Co.'s
First Amended Joint Plan of Reorganization on:

  * April 6-8, 2009    -- Phase I of Confirmation Hearing
                          will address confirmation issues
                          raised by the Debtors' insurers,
                          lenders under the Prepetition Credit
                          Facilities and holder of Indirect
                          personal injury or property damage
                          Trust Claims.

  * June 22-25, 2008   -- Phase II of Confirmation Hearing
                          will address the objections of the
                          Libby Claimants and other
                          confirmation objections not
                          addressed in Phase I.

Closing statements, if necessary, are scheduled July 20-21, 2009.

W.R. Grace & Co., its subsidiaries, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative, and the Official Committee of Equity
Security Holders, delivered to the U.S. Bankruptcy Court for the
District of Delaware on November 10, 2008, a first amended Joint
Plan of Reorganization and a Disclosure Statement explaining the
amended Plan.

The Court notes that the CMO will not apply to issues with respect
to Asbestos PD matters.  The parties-in-interest will enter into a
separate CMO
with respect to Asbestos PD matters once the Asbestos PD
documents called for in the First Amended Plan have been filed.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that on November 24, 2008, Judge
Fitzgerald heard arguments and objections with respect to the
Debtors' proposed CMO regarding the First Amended Plan and made
rulings with respect to those arguments and objections.  At the
Court's directive, on December 1, 2008, the Debtors circulated a
revised CMO, which they believe accurately reflected Judge
Fitzgerald's rulings to all interested parties and asked those
parties to provide the Debtors with comments no later than
December 2.

To address comments received, the Debtors further revised the
CMO.  Mr. O'Neill relates that the only significant comments that
the Debtors did not incorporate in the revised CMO were two
comments from insurers, which requested insertion of:

  (i) a clause indicating that the insurers objected to the CMO;
      and

(ii) a paragraph ordering the Debtors to produce overly broad
      and voluminous discovery to the insurers by a date certain
      and tying certain Case Management deadlines to this
      production.

The Insurers are Federal Insurance Company, Arrowood Indemnity
Company, formerly known as Royal Indemnity Company; Continental
Casualty Company; Transportation Insurance Company and their
American insurance affiliates; counsel to OneBeacon America
Insurance Company; Seaton Insurance Company, Government Employees
Insurance Co.; Columbia Insurance Company, formerly known as
Republic Insurance Company; Zurich Insurance Company; Zurich
International (Bermuda) Ltd.; Maryland Casualty Company; and
Fireman's Fund Insurance Company and Allianz S.p.A, formerly
known as Riunione.

Mr. O'Neill asserts that the Insurers' comments were unnecessary
and inappropriate.

Moreover, the insurers have asked for access to the Debtors'
historical claims database.  Mr. O'Neill says that the Debtors
have no objection to this request but is concerned about privacy
and confidentiality interests of the claimants.  The Debtors will
report to the Court on those matters at the December 15, 2008
omnibus hearing.

The Insurers have asked the Court to deny the Debtors' proposed
Case Management form on grounds, among others, that it did not
include all of the Insurers' proposed changes.

                        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. 174; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Insurers Want Documents Declared Confidential
---------------------------------------------------------
Arrowood Indemnity Company, formerly known as Royal Indemnity
Company; Federal Insurance Company; Continental Casualty Company;
Maryland Casualty Company; Zurich Insurance Company; Zurich
International Ltd.; Government Employees Insurance Co.; and
Columbia Insurance, formerly known as Republic Insurance Company,
seek for entry by the U.S. Bankruptcy Court for the District of
Delaware of a confidentiality order with respect to insurance-
related documents.

Continental Casualty Company; Fireman's Fund Insurance Company;
Allianz S.p.A., formerly known as Riunione Adriatica Di Sicurta;
and Allstate Insurance Company, as successor-in-interest to
Northbrook Excess and Surplus Insurance Company, join in the
Insurers' motion.

W.R. Grace & Co., its subsidiaries, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative, and the Official Committee of Equity
Security Holders, delivered to the U.S. Bankruptcy Court for the
District of Delaware on November 10, 2008, a first amended Joint
Plan of Reorganization and a Disclosure Statement explaining the
amended Plan.

The insurers maintain that they will be prejudiced and their
rights to due process impaired if the Court will commence
contested Plan confirmation proceedings with some parties having
access to full pleading records while others having no such
access.  Moreover, the insurers complain that their proposed
order is intended to clear the Debtors' confidentiality concerns
that were raised at the November 24, 2008, case conference, and
to put all parties-in-interest on an equal footing before the
start of discovery.

At the Insurers' behest, the Court will convene an expedited
hearing on the request on December 15, 2008.  Objections were due
December 10, 2008.

                           Objections

Various law firms representing asbestos personal injury claimants
in the Debtors' cases, contend that while it is certainly the
Debtors' prerogative to address their confidentiality interests
by way of a protective order, the information covered by the
Insurers may include information that the law firms consider
highly confidential and have only been provided to the Debtor
under the stringent confidentiality orders proposed.  The Law
Firms tell the Court that they do not and will not accede to
discovery request.

Moreover, the Law Firms challenge the Insurers to bear the burden
of proving standing to object to the Debtors' insurance neutral
plan of reorganization before Insurers may obtain the
confidential information from the Law Firms.

The Law Firms are:

  * Baron & Budd, P.C;
  * Foster & Sear, L.L.P.;
  * Hissey, Kientz & Herron, P.L.L.C.;
  * The Law Offices of Peter G. Angelos, APC;
  * David Lipman, P.A.;
  * Provost & Umphrey, L.L.P.;
  * Weitz & Luxenberg P.C.;
  * Wilentz, Goldman & Spitzer, P.A.; and
  * Williams Kherkher Law Firm L.L.P.

Kazan, McClain, Abrams, Fernandez, Lyons, Farrise & Greenwood, A
Professional Law Corporation; Waters & Krauss, LLP; Paul and
Hanley; Early Ludwick & Sweeney; Harowitz & Tigerman; the
Wartnick Law Firm; and Early & Strauss, join in the objections
raised by the Law Firms.

            Debtors Propose Revised Stipulation

The Debtors said that although they support the Insurers'
request, they do not agree on the form of the stipulation and
order proposed by the Insurers, pointing out, among others, that
the Insurers have made very broad document requests.

Through meet-and-confer process, the Insurers have somewhat
narrowed their document request, the Debtors told the Court.

Copies of the Revised Confidentiality Stipulation and proposed
protective order, and their black-lined versions are available
for free at:

http://bankrupt.com/misc/Grace_RvsdConfidentialitySTIP.pdf
http://bankrupt.com/misc/Grace_BlacklinedConfidentialitySTIP.pdf

The Debtors noted that they have not had a chance to discuss the
most recent version of the stipulation with the Insurers and
anticipate that many of the issues outline therein may be
resolved before the December 15 hearing.  They informed the Court
that they have also served copies of their response and the
revised stipulation on the Insurers and parties-in-interest to
previous protective orders.

                        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. 174; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: FMR Entities Disclose 10.55% Equity Stake in Grace
--------------------------------------------------------------
FMR LLC discloses with the Securities and Exchange Commission
that it is deemed to beneficially own 7,613,367 shares of W.R.
Grace & Co. common stock, which represents 10.551% of the
72,157,518 shares of Grace common stock outstanding as of October
31, 2008.

Other FMC affiliates and Edward C. Johnson, chairman of FMR LLC,
disclose that they are deemed to beneficially own:

                                              Shares    Equity
  Reporting Entity                            Owned     Stake
  ----------------                            ------    ------
  Edward C. Johnson                         7,613,367   10.551%
  Fidelity Management & Research Company    6,784,630    9.403%
  Pyramis Global Advisors Trust Company       661,637    0.917%
  FIL Limited                                 167,100    0.232%

Mr. Johnson and FMR LLC, through their control of Fidelity and
the funds, each has sole power to dispose of the 6,784,630 shares
owned by the Funds.  Members of the family of Mr. Johnson are the
predominant owners, directly or through trusts, of Series B
voting common shares of FMR LLC, representing 49% of the voting
power of FMR LLC.

Neither FMR LLC nor Mr. Johnson 3d, has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.

Mr. Johnson and FMR LLC, through its control of Pyramis, each has
sole dispositive power over 661,637 shares and sole power to vote
or to direct the voting of 576,737 shares of Common Stock owned
by the institutional accounts managed by PGATC.

Partnerships controlled predominantly by members of the family of
Mr. Johnson or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 47% of the total votes
which may be cast by all holders of FIL voting stock.  FMR LLC
and FIL are separate and independent corporate entities, and
their Boards of Directors are generally composed of different
individuals.

                        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. 174; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Settlement With Tersigni Consulting Approved
--------------------------------------------------------
W.R. Grace Co., obtained approval of a settlement with the
bankruptcy estates of L. Tersigni Consulting CPA, P.C.

The U.S. Bankruptcy Court for the District of Connecticut
overseeing LTC's Chapter 11 case, entered an order approving the
stipulation on November 24, 2008.  The U.S. Bankruptcy Court for
the District of Delaware was also deemed to approve the
stipulation after no parties objected to the deal.

W.R. Grace filed a $4,855,994 claim against the bankruptcy estates
of L. Tersigni Consulting CPA, P.C., for alleged overcharges
during LTC's retention as financial advisor to the Official
Committee of Asbestos Personal Injury Claimants.

The Debtors also asserted a $4,855,994 claim against the Tersigni
Probate Estate for the Alleged Overcharges.  LTC, on the other
hand, has asserted a $195,144 claim for unpaid professional
services rendered in the Debtors' Chapter 11 cases.

To resolve their claims, the Debtors entered into a stipulation
with Nancy Tersigni, as executrix of the estate of Loreto T.
Tersigni, to resolve the Claims.

The Tersigni Probate Estate agrees to pay the Debtors $365,531 or
11% of the total fees paid to LTC, covering all Claims asserted
by the Debtors against LTC and the Tersigni Entities.  All
deadlines with respect to the Debtors' action against the
Tersigni Probate Estate will be tolled from October 16, 2008
until the $365,531 is paid to the Debtors.

The LTC's estates agree to waive payment on the LTC Claim for
$195,144 asserted against the Debtors.  The parties also agree to
mutual releases.

In June 2007, the U.S. Trustee for Region 3 asked Judge
Fitzgerald to appoint an examiner to investigate the alleged
overbilling practices of Mr. Tersigni, principal and owner of
LTC.  In November that year, the firm sought bankruptcy
protection and an examiner was appointed.  The Examiner, upon
review of documents, estimated that overbillings could be between
$5,500,000, to $10,300,000.  The overbillings, according to the
Examiner, started in as early as 2002 and ended around March
2007.  Mr. Tersigni died in May 2007.

LTC was hired by Caplin & Drysdale, Chartered, and Stutzman,
Bromberg, Esserman & Plifka, P.A., two law firms representing
asbestos creditors committee in high-profile asbestos bankruptcy
cases, including W.R. Grace, Federal-Mogul, Owens Corning, and
USG Corp.

                      Examiner Order Dropped

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that since the Debtors have settled
matters with Tersigni, and certain other related parties, the
Debtors filed with the Court a draft order vacating the Order
Granting Motion of U.S. Trustee for the Appointment of an Examiner
related to the conduct of L. Tersigni Consulting, P.C.  He attests
that the U.S. Trustee has reviewed and approved the proposed
Order.

Accordingly, at the Debtors' behest, the Deleware Court vacated
its order on the appointment of an examiner related to the conduct
of LTC.

                        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)


WASTEQUIP INC: High Leverage Cue Moody's to Downgrade Ratings
-------------------------------------------------------------
Moody's Investors Service has lowered the corporate family and
probability of default ratings of Wastequip Inc. to Caa1 from B3.
In addition, the ratings on the senior secured revolving credit
facility and term loan were lowered to B2 from B1.  The rating
outlook is negative.

The downgrade reflects the deterioration of Wastequip's earnings
and cash flow over the past year, the company's high leverage and
the expectation that the conditions driving Wastequip's
operational challenges will continue to limit the company's
financial flexibility in the near term.  Specifically, the action
highlights Moody's concerns that challenging end market
conditions, reduced demand for Wastequip's products and a
difficult pricing environment, coupled with the company's
substantial debt burden, high interest costs and weakened
liquidity profile, could prevent the company from reducing its
financial leverage through earnings growth or debt repayment in
2009.

The negative outlook reflects Moody's view that reduced waste
volumes, driven by falling residential and non-residential
construction activity in the U.S., and the resulting decline in
product demand will continue to weigh on Wastequip's margins and
earnings, limiting the benefits from recent restructuring
activities.  Moody's does not view the reduced earnings capacity
as an immediate threat to Wastequip's adequate liquidity profile
given the expectation of cash generation from working capital
reductions, existing cash balances and revolver availability.
However, the company's credit facility includes a fixed charge
coverage covenant that will step up twice over the next two
quarters making compliance increasingly challenging if earnings
deterioration continues.

These ratings were downgraded:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability of Default Rating to Caa1 from B3;

  -- Senior secured revolving credit facility to B2 (LGD2/11%)
     from B1 (LGD2/29%); and

  -- Senior secured term loan to B2 (LGD2/11%) from B1 (LGD2/29%).

The last rating action was on December 13, 2007 when the corporate
family rating of Wastequip was downgraded to B3.

Wastequip is the largest manufacturer of waste handling and
recycling equipment used to collect, process, and transport solid
and liquid waste in North America.  Revenues for the twelve months
ending September 30, 2008 were slightly below $500 million.


WCI COMMUNITIES: Appoints Russell Devendorf as CFO
--------------------------------------------------
WCI Communities, Inc., has appointed Russell Devendorf as Senior
Vice President and Chief Financial Officer of WCI, effective
December 1, 2008.

Mr. Devendorf joins WCI from homebuilding company Meritage Homes
Corporation where he served as Vice President-Finance since May
2008.  Previously, he served with homebuilder TOUSA, Inc., in
financial and accounting management positions over a six year
period, where he most recently served from July 2006 to May 2008
as Vice President, Treasurer, and Corporate Secretary.

Before joining TOUSA, Inc., from April 2000 to March 2002, Mr.
Devendorf co-founded Resource International, a sales, marketing
and distribution company concentrating in consumer electronic
products and served as its Vice President and Chief Financial
Officer.

Prior to joining Resource International, Mr. Devendorf was
employed by Ernst & Young, LLP from April 1996 to March 2000 as a
senior Auditor in its real estate group.  Mr. Devendorf is a
Certified Public Accountant and Certified Treasury Professional.

In connection with his service as Chief Financial Officer, Mr.
Devendorf will receive:

  (i) an annual salary of $275,000;

(ii) a 12 month temporary living stipend of $3,000 per month;

(iii) a one time cash relocation expense payment of $5,000;

(iv) payment of certain expenses related to his relocation from
      Arizona to Florida; and

  (v) standard and customary closing costs related to the sale
      of Mr. Devendorf's current Florida home and purchase of a
      new home closer to the Company's headquarters in Bonita
      Springs.

Mr. Devendorf will also enter into a Severance and Non-
solicitation Agreement with WCI, which provides that if Mr.
Devendorf's employment with WCI is terminated for reasons other
than for "cause" or is voluntarily terminated by Mr. Devendorf
for "good reason," then Mr. Devendorf will be entitled to
severance compensation equal to six months of base salary,
payable in a lump sum.

Pursuant to the Severance Agreement, Mr. Devendorf is also
subject to a 12 month non-solicitation covenant commencing on the
date of Termination and a covenant not to disclose confidential
information.  If Mr. Devendorf's employment with WCI is
terminated for "cause" or by reason of death or disability, he is
not entitled to any Severance.

Mr. Devendorf will be eligible to participate in a proposed 2009
Management Incentive Compensation Plan and Emergence Incentive
Award, the terms of which have not yet been approved by the
Official Committee of Unsecured Creditors nor the United States
Bankruptcy Court for the District of Delaware.  If the Plans are
approved by the Committee and the Court, an amended Form 8-K will
be filed by WCI describing Mr. Devendorf's participation in the
Plans.

                       Senior VP Steps Down

On November 6, 2008, Albert F. Moscato, Jr., senior vice
president of business development for WCI Communities, Inc.,
resigned effective November 20, 2008, to pursue new
opportunities, the company disclosed in a filing with the U.S.
Securities and Exchange Commission.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WCI COMMUNITIES: Delays Filing Of 2008 3rd Quarter Results
----------------------------------------------------------
WCI Communities, Inc., has notified the U.S. Securities &
Exchange Commission that it could not file its quarterly report
for the quarter ended September 30, 2008, within the prescribed
time period.

According to Scott Perry, WCI's chief accounting officer, the
closing of the Company's books and the process of preparing WCI's
financial statements for the quarter is taking longer than
expected due to:

  -- "manpower constraints" following the resignation of Ernest
     Scheidemann, WCI's chief financial officer, on August 31,
     2008;

  -- the focus of WCI's resources on the preparation of
     documents and schedules for submission; and

  -- the length of time needed to complete detailed, updated
     impairment analyses for WCI's real estate inventories.

Mr. Perry, however, assures the SEC that WCI intends to file its
Form 10-Q as soon as practicable after completion of its
reporting process no later than January 28, 2009, in accordance
with the Company's $150 million DIP Credit Agreement.

Mr. Perry reveals that WCI anticipates reporting total revenues
between $90 million and $100 million for the three months ended
September 30, 2008, as compared to total revenues of $166 million
and net loss of $69 million for the three months ended
September 30, 2007.

At this time, WCI says it is unable to provide an estimate of its
net loss for the three months ended September 30, 2008, but it
anticipates that it will exceed the net loss of $69 million
reported for the three months ended September 30, 2007.

"The decrease in revenues is a result of the continuing decrease
in demand for homes, which has resulted in a decline in home
closings, lower sales prices achieved on home closings, a decline
in new home orders and the Company completing all towers under
construction during the three month period," Mr. Perry explains.

WCI's anticipated increase in net loss is due to be between
$8 million to $11 million of bankruptcy-related legal, consultant
and other restructuring related expenses and the recognition of
real estate impairment losses, Mr. Perry adds.

"The Company has not completed its updated analyses related to
real estate impairments; therefore, it is unable to provide an
estimate of its full results of operations," Mr. Perry says.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WCI COMMUNITIES: Kraft Wants to Serve Subpoenas on Gateway
----------------------------------------------------------
Kraft Contruction Company, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to serve subpoenas
on debtor Bay Colony - Gateway, Inc., as a third party, requesting
the production of certain documents and for the disposition of
Gateway.

In June 2007, Belize Condominium Association, Inc., filed an
action in the Circuit Court of the 20th Judicial Circuit in
Collier County, Florida against Gateway, and Kraft.  The Belize
Association asserted claims against Gateway as developer and
Kraft as general contractor for alleged construction defects.

The Association subsequently filed an amended complaint which
added claims against Kraft.

In October 2007 and May 2008, Gateway and Kraft filed answers.
However, no cross claims were asserted.

Discovery proceeded but the Florida Action was eventually stayed
after the Debtors filed for Chapter 11 protection.

Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow LLP, in
Wilmington, Delaware, contends that the duties of Kraft and
Gateway are intertwined because by law, Kraft and Gateway have
warranted to provide a condominium that is fit and constructed in
accordance with applicable codes.

Ms. Miller tells the Court that Kraft cannot defend itself
against the claims of the Association without obtaining discovery
from Gateway.  Specifically, she notes, Kraft need discovery with
respect to:

  -- what actions, if any, were taken between the time when
     Kraft completed its work and the date the condominium units
     were turned over to the Association;

  -- documents and communications relating to the design of the
     high rise; and

  -- any notice of warranty claims or construction defects
     received by Gateway and any action taken in response.

Ms. Miller argues that since Kraft is seeking discovery to enable
it to defend itself in the Florida Action and it is not seeking
to pursue a claim against Gateway, as none was asserted, the
automatic stay provisions of Section 362 of the Bankruptcy Code
does not apply.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WCI COMMUNITIES: Gateway, et al., File Schedules & Statements
-------------------------------------------------------------
Three debtor-affiliates of WCI Communities, Inc., reported assets
ranging between $100,000,000 to $130,000,000:

  Debtors                               Assets      Liabilities
  -------                               ------      -----------
  Bay Colony-Gateway, Inc.        $129,910,548   $1,464,337,193
  Communities Finance Company LLC  170,850,191    1,456,610,193
  WCI Towers Northeast USA, Inc.   110,131,059      784,802,493

Jonathan Pertchik, the Debtors' chief restructuring officer,
disclosed that these Debtors earned income from employment or
operation of their businesses within two years immediately prior
to the Petition Date:

                        YTD 2008        FY 2007       FY 2006
                        --------        -------       -------
Bay Colony Gateway    $15,105,990    $71,411,679   $103,423,474
Communities Finance    $9,294,192    $42,707,905   $169,952,298
WCI Towers NE USA    ($30,991,879)   $57,625,867    $58,090,583

The disbursements of Bay Colony, Communities Finance, and WCI
Towers with respect to consultations on debt consolidation,
relief under the bankruptcy law, or preparation of a petition in
bankruptcy within one year immediately preceding the Petition
Date are consolidated in the Statement of Financial Affairs for
WCI Communities, Inc.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company.  It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland.  The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.

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


WEST VALLEY FINANCIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: West Valley Financial Group, Inc.
        20115 Orchard Meadow Dr.
        Saratoga, CA 95070

Case No.: 08-57124

Chapter 11
Petition Date: December 9, 2008

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

Debtor's Counsel: Charles B. Greene, Esq.
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  (408) 279-3518
                  Email: cbgattyecf@aol.com

Total Assets: $3,400,000

Total Debts:  $1,489,159

The Debtor does not have creditors who are not insiders.


WINSTAR COMMUNICATIONS: Blackstone to Receive Payment for Claims
----------------------------------------------------------------
Christine C. Shubert, as Chapter 7 Trustee for the estate of
Winstar Communications, Inc., obtained the U.S. Bankruptcy Court
for the District of Delaware's approval of a stipulation with The
Blackstone Group, LP, in connection with their dispute on
Blackstone's administrative expense claims.

Blackstone sought the allowance and payment of its administrative
expense claims against the Debtors, including $257,064 in legal
fees, incurred by its counsel, Kirkland & Ellis LLP, as well as an
unliquidated component for future legal fees, in connection with
an action filed by Winstar Holdings, LLC, and IDT Corporation
against Blackstone, Impala Partners, LLC, and Citicorp, alleging
fraudulent misrepresentations relating to the sale of Winstar
assets.

The Chapter 7 Trustee asked the Court to deny Blackstone's
request on the grounds that the request was premature and cannot
be considered until the conclusion of the Action.  She asserted
that if Blackstone is convicted, the Debtors will not be liable
for any expenses the firm incurred pursuant to an indemnity
agreement between the parties.

Ms. Shubert added that at the present time, the Debtors' assets
are encumbered and there are no funds available to pay Chapter 11
administrative claims.

Blackstone and the Chapter 7 Trustee have consequently reached an
agreement with respect to the claim allowance dispute.  The
salient terms of the Stipulation are:

  (a) Blackstone will have a Chapter 11 administrative claim
      against the Debtors in an amount to be determined at a
      later date;

  (b) In the event the Action is concluded through a settlement
      or final judgment, the parties will negotiate a mutually
      agreeable figure as to all indemnified expenses as well as
      all losses incurred to date, which sum will constitute the
      Administrative Claim;

  (c) In the event that the Action is not concluded through a
      settlement or final judgment, the parties will negotiate
      a figure as to all indemnified expenses and losses
      incurred to date, which sum will constitute the
      Administrative Claim;

  (d) If the parties agree as to the amount of the
      Administrative Claim, Blackstone will be paid its
      Claim along with other allowed administrative claims in
      accordance with a Court order;

  (e) If the parties do not reach an agreement as to the amount
      of the Administrative Claim, each party reserves its
      rights under the Bankruptcy Code and existing law;

  (f) Blackstone will withdraw the Claim Motion and the
      Chapter 7 Trustee will withdraw its objection upon
      approval of the Stipulation; and

  (g) If there is a final judicial determination of the losses,
      claims, damages, or liabilities in the Action resulting
      from Blackstone's bad faith, gross negligence or willful
      misconduct, the Administrative Claim will be equal to $0,
      and Blackstone will reimburse the Chapter 7 Trustee for
      all amounts paid to Blackstone under the Stipulation.

Pursuant to the Court's order, Blackstone notified the Court of
the withdrawal of its Motion and the Chapter 7 Trustee has also
withdrawn its Objection.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMUNICATIONS: Lucent Appeals $188MM Preference Order
--------------------------------------------------------------
At a hearing before the Honorable Dolores K. Sloviter, Honorable
Morton I. Greenberg, Honorable Joseph E. Irenas of the U.S. Court
of Appeals for the Third Circuit, Craig Goldblatt, Esq., at
Wilmer Cutler Pickering Hale and Dorr, LLP, in Washington D.C.,
on behalf of Lucent Technologies, Inc., contended that the facts
as found by the U.S. Bankruptcy Court for the District of Delaware
are insufficient to give rise to Lucent's liability to Winstar
Communications Inc.

The Bankruptcy Court had found that Christine C. Shubert, the
Chapter 7 Trustee for Winstar Communications, Inc., was entitled
to recover a $188,000,000 repayment of Winstar's debt to Lucent,
which constitutes a preference transfer.  The Bankruptcy Court
also awarded $62,000,000 after finding that Lucent had breached a
contract with a Winstar subsidiary.

The Bankruptcy Court held that Lucent was an insider because
Lucent used its influence over Winstar, which was "derived from
the parties' strategic relationship, to pressure Winstar to
engage in improper transactions."

Mr. Goldblatt argued that the $188,000,000 Repayment is not a
preference transfer, since Lucent received the payment more than
90 days before Winstar's bankruptcy filing.  Moreover, it could
only be a preference if the Winstar Chapter 7 Trustee proved that
Lucent was an insider of Winstar.  To be a person in control, a
creditor must have the power to direct the operations of the
debtor and to exercise managerial control over the debtor's
affairs, Mr. Goldblatt asserted.

         Lucent, Trustee Argue Insubordination Issue

Mr. Goldblatt, on behalf of Lucent, addressed the equitable
subordination issue in the action In re Winstar Communications,
Inc., No. 07-2569.

Mr. Goldblatt brought to the attention of the Third Circuit that
the Fifth Circuit reversed the Bankruptcy Court's decision to
subordinate the claims of two corporate insiders, who acted as
officers and directors and were the company's largest
shareholders, in In re SI Restructuring, Inc., Case No. 07-50872
(5th Cir. June 20, 2008).

Mr. Goldblatt pointed out that the Bankruptcy Court had not only
subordinated Lucent's entire unsecured claim, providing that it
would recover nothing on that claim, but also transferred the
value of Lucent's lien to the estate, depriving Lucent of the
$21,000,000 in collateral.

Mr. Goldblatt reiterated that Lucent was not an insider, pointing
out that it did not exercise actual managerial control of
Winstar.  He argued that equitable subordination is remedial, not
penal, and should be applied only to offset specific harm
suffered by creditors, on account of the inequitable conduct.

Representing Chapter 7 Trustee, David R. King, Esq., at Herrick
Feinstein, LLP, advised the Third Circuit of the Tenth Circuit
Court of Appeals' decision in In re Anstine v. Carl Zeiss
Meditec, Inc., Case No. 07-1259 (10th Cir., July 15, 2008).
According to Mr. King, the Anstine case is directly on point on
the issue of whether or not Lucent was an insider.  For statutory
insiders, the Tenth Circuit held that the "person in control"
test under Section 101(31) of the Bankruptcy Code is met by a
finding that a corporate creditor can "unqualifiably dictate
corporate policy and the disposition of corporate assets" for the
debtor.  The Tenth Circuit do not require day-to-day or
"managerial control" for non-statutory insiders.  It also held
that control is not required for a corporation to be an insider
of another corporation and instead, as the Chapter 7 Trustee
argued, the test for non-statutory insiders is the existence of
non arm's-length dealings between the parties.

Thus, Mr. King argued, based on the Tenth Circuit's ruling,
Lucent's claims that (i) statutory insiders under the "person in
control" test must exercise day-to-day or actual managerial
control; and (ii) corporate non-statutory insiders must also
exercise "actual managerial control" should be rejected.

Mr. King added that in the Anstine case, the corporation was not
an insider because the Bankruptcy Court found that the corporate
creditor was not a "person in control" of the corporate debtor,
and dealt at arm's-length with the debtor at all times.

In Lucent's case, the Bankruptcy Court made multiple findings of
fact, concerning both Lucent's control and ability to "dictate
corporate policy and the disposition of corporate assets, and the
non arm's-length dealings between the parties, Mr. King stated.

Mr. Goldblatt, in Lucent's defense, elaborated that in In re
Anstine, the case held that a commercial creditor was not an
insider although the creditor owned more than 10% of the debtor's
stock and the creditor's CEO served on the debtor's board.
Contrary to the Chapter 7 Trustee's contentions, the Anstine case
supports the conclusion that Lucent was not an insider of
Winstar, Mr. Goldblatt maintained.

However, Mr. Goldblatt argued, the Tenth Circuit had held that
the creditor was not a non-statutory insider and rejected the
notion that a close strategic relationship suffices to make a
commercial creditor a non-statutory insider.  The Tenth Circuit
had explained that the advantage gained by the creditor through
the course of dealings between the parties -- rather than through
simple affinity -- indicates that the creditor is not an insider.
"That is precisely the case here," Mr. Goldblatt said.

              Parties Dispute Subcontract Claim
                  and Preferential Transfer

Mr. King, on the Chapter 7 Trustee's behalf, asserts that the
Chapter 7 Trustee's claim is a core claim, and Lucent is not
entitled to a jury trial with respect to that claim.  He argues
that the decision in In re CBI Holding Co. Inc., 529 F.3d 432 (2d
Cir. 2008), supports the Chapter 7 Trustee's claims.

In CBI's case, Ernst & Young filed a claim for prepetition
accounting services, and CBI filed an adversary proceeding
against E&Y for fraud, breach of contract, and negligence in
connection with those services.  The CBI Court ruled against E&Y,
and on appeal E&Y argued that CBI's claims were not core and that
it was entitled to a jury trial.  The Second Circuit rejected
E&Y's argument and held that CBI's claims were core since they
were integrally related to E&Y's claims against the estate.  The
CBI Court further held that CBI's claims were core, regardless of
whether they were direct defenses to E&Y's claims.  The CBI Court
also denied E&Y's request for a jury trial, and distinguished its
holding in In re Germain v. National Bank, 988 F.2d 1323 (2d Cir.
1993).  The CBI Court noted that in Germain, the claim was based
on prepetition dealings, but the debtor's claim was related to
postpetition conduct; hence it was not integral to the claim.

In addition, Mr. King said that in In re Entringer Bakeries,
Inc., IVo. 07-30499 (5th Cir., Nov. 6, 2008), the Fifth Circuit
supported the Chapter 7 Trustee's argument that the preferential
transfer was not "earmarked."  The Fifth Circuit applied its
"control" standard for earmarking, and rejected earmarking with
respect to a $180,000 preferential payment because the debtor
controlled the funds when they were deposited into its general
account, commingled with other funds, and held for one day before
being paid to the old creditor.  Similarly, Mr. King explained,
Winstar received a deposit of funds into its general account,
commingled the funds with other funds, and controlled those funds
before paying them out to Lucent.

In Lucent's defense, Mr. Goldblatt asserted that the Chapter 7
Trustee's state-law breach-of-contract claim is a non-core
dispute, for which Lucent is entitled to a tribunal and jury
trial.  He maintained that the Third Circuit has not adopted the
Second Circuit's test for determining matters that constitute
"core."  Under Third Circuit, a matter is "core" only if it
invokes a substantive right provided by the Bankruptcy Code, or
arises in the context of a bankruptcy case.  Mr. Goldblatt
maintained that neither is true of the Chapter 7 Trustee's claim.

Mr. Goldblatt argued that even under CBI's reasoning, the
subcontract claim is not core.  CBI found the lawsuit at issue
core, he elaborated, because (i) the claims raised were defenses
to the creditor's proof of claim, thus implicating the claims-
allowance process; and (ii) the claims were counterclaims to the
creditor's claim.

According to Mr. Goldblatt, the Chapter 7 Trustee's claim that
Lucent breached its subcontract is not a defense to Lucent's
claim for repayment of its loan to Winstar.  Furthermore, he
stated, the subcontract claim is a counterclaim since it was
filed before Lucent filed its proof of claim.  Therefore, CBI's
case is irrelevant to the core/non-core analysis, he asserted.

With respect to the jury-trial analysis, CBI's case is also
irrelevant, Mr. Goldblatt added.  In CBI, the Second Circuit
found that the creditor was not entitled to a jury trial because
the contract suit affected the allowance of claim, but this does
not apply in Lucent's case, Mr. Goldblatt countered.  The
resolution of the subcontract claim will not affect the allowance
of Lucent's claim, he said.

Moreover, Mr. Goldblatt pointed out that in Entringer's case, the
Fifth Circuit's decision is consistent with the settled law on
earmarking, on which Lucent relies.  Where there is an agreement
between the debtor and the new lender requiring that the funds be
used to pay an old creditor, the debtor's physical control over
the funds is irrelevant, he maintained.  He averred that the rule
is the same whether the new lender pays the old creditor
directly, or pays the debtor with the understanding that the
funds will be paid to the creditor.  Thus, in Entringer, there
was no earmarking because there was no agreement that the funds
were to be used to pay the old creditor, he pointed out.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMUNICATIONS: Trustee Taps C&W as Consultants
-------------------------------------------------------
Christine C. Shubert, as Chapter 7 Trustee for the estate of
Winstar Communications, Inc., sought and obtained the U.S.
Bankruptcy Court for the District of Delaware's authority to
retain C&W Consultants, Inc., as her special consultant.

The Chapter 7 Trustee selected C&W to be her special consultant
for the limited purpose of pursuing and recovering certain
remnant, residual, unknown and difficult-to-monetize assets of
the Winstar estates.

According to the Chapter 7 Trustee, the Residual Assets include,
escheated funds being held in each state's unclaimed property
program, collection of unpaid settlements and judgments held in
the Estate's favor, and class action matters with claims
available for the Estate's benefit.

Residual Assets, the Chapter 7 Trustee continues, exclude:

  (1) any recoveries or proceeds resulting from the adversary
      proceeding captioned Shubert v. Lucent Technologies Inc.,
      United States Bankruptcy Court, Adversary Proceeding
      No. 01-011063, or any potential claims or causes of
      action relating to or arising out of the Lucent
      Adversary Proceeding;

  (2) any funds presently held by the Winstar estate;

  (3) any funds, assets or claims received by the Winstar
      estate for which C&W did not have any involvement;

  (4) all international assets or claims presently held by the
      Winstar Estate or arising in the future, except for
      assets or claims discovered in Canada; and

  (5) a certain claim for unclaimed funds on behalf of WCI
      Capital Corp. against the State of New York.

Pursuant to an engagement letter between the parties, C&W's
services will be provided on a contingent fee basis.

The firm will also be reimbursed by the Chapter 7 Trustee from
recoveries related to the Residual Assets.  Specifically, C&W
will receive one-third of gross recoveries related to the
Residual Assets as compensation, to be taken directly from the
monies collected by C&W in connection with the Residual Assets,
without further Court order.  The Chapter 7 Trustee pointed out
that the funds from the Residual Assets will be C&W's sole source
of compensation.

The Chapter 7 Trustee attested that C&W has not entered into any
agreement to share its compensation as may be awarded, except as
permitted under the Bankruptcy Code.

Eric Linn, president of C&W, assured the Court that his firm does
not represent any interest adverse to the Debtors' estates, and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMUNICATIONS: Trustee Taps Walker Nell as Accountants
---------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for the estate of
Winstar Communications, Inc., sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to retain
Walker Nell Consultants, Inc., as accountants to the Debtors'
estate, nunc pro tunc to September 8, 2008.

Representing the Chapter 7 Trustee, Sheldon K. Rennie, Esq., at
Fox Rothschild LLP, in Wilmington Delaware, told the Court that
the Chapter 7 Trustee wants to hire WNC to avail the services of
Stephen J. Scherf.

Mr. Scherf provided services relating to tax services, preference
analysis and the insolvency analysis in the multi-million dollar
lawsuit against Lucent Technologies Inc., Mr. Rennie related.
With the services of Mr. Scherf, the Chapter 7 Trustee was able
to obtain a $300,000,000 judgment against Lucent.  The case
against Lucent is currently on appeal.

According to Mr. Rennie, Mr. Scherf resigned from Executive
Sounding Board Associates, Inc., the Chapter 7 Trustee's
accountant, on September 5, 2008.  He joined WNC on September 8.
Subsequently, the Chapter 7 Trustee terminated the services of
ESB with the Court's consent, effective as of September 5.

WNC will render services in line with the services Mr. Scherf
performed for Winstar's benefit while he was at ESB.  As
accountant, WNC will provide:

  (a) General accounting and tax advisory services to the
      Chapter 7 Trustee regarding the administration of the
      Debtors' estate;

  (b) Review of and assistance in the preparation and filing of
      any tax returns, assistance regarding existing and future
      IRS examinations, as well as other tax assistance as may
      be requested;

  (c) Analysis and advice regarding additional accounting,
      financial, valuation and related issues that may arise in
      the course of these proceedings;

  (d) Assistance to the Chapter 7 Trustee's counsel in the
      preparation and evaluation of any potential litigation;

  (e) Providing testimony on various matters; and

  (f) Other services for the Chapter 7 Trustee in the Debtors'
      Chapter 7 cases, as requested.

WNC will be paid on an hourly basis at the firm's normal and
customary hourly rates as well as reimbursement of actual and
necessary expenses incurred:

      Professional                        Hourly Rate
      ------------                        -----------
      Stephen J. Scherf                      $425
      Staff through Managing Directors    $100 - $450

WNC will also be reimbursed for actual and necessary expenses it
incurred or incurs in connection with the contemplated services.

Mr. Scherf assured the Court that WNC does not represent any
interest adverse to the Debtors' estates, and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WHITE MARLIN: Moody's Downgrades US$24 Mil. Original Swap to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded these credit default
swap:

Transaction: White Marlin CDO 2007-1, Ltd. Class E CDS

Class Description: US$24,000,000 Original Swap Notional Amount
Credit Derivative Transaction due September 22, 2014

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Prior Rating Date: March 27, /2008
  -- Current Rating: B1, on review for possible downgrade

This Transaction has exposure to Lehman Brothers Special Financing
Inc.  Moody's explained that LBSFI acts as a credit default swap
counterparty in the Transaction and that its obligations as such
are guaranteed by Lehman Brothers Holdings Inc.  The filing of a
petition of bankruptcy of LBHI under Chapter 11 of the U.S.
Bankruptcy Code on September 15, 2008 is expected to result in an
Event of Default under the CDS.

The rating action reflects the increased expected loss
attributable to the loss of premium as the result of LBSFI Event
of Default under the CDS.

This transaction is a single name CDS referencing the
US$24,000,000 Class E Contingent Funding Deferrable Notes Due 2014
issued by White Marlin CDO 2007-1, Ltd.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for corporate synthetic CDOs as described in Moody's Special
Reports below:

  -- Moody's Approach To Rating Synthetic CDOs (July 2003)

  -- Moody's Approach to Rating Digital Credit Default Swaps (July
     2004)

  -- Moody's Revisits Its Assumptions Regarding Corporate Default
     (and Asset) Correlations for CDOs (November 2004)

  -- Understanding Collateral Risks of Funded Synthetics in CDOs
     (June 2006)


* Fitch Puts Ratings Seven U.S. Auto Suppliers on Negative Watch
----------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers on Rating Watch Negative, based on the impact of a
potential bankruptcy filing by General Motors.

Given its smaller profile, it is unlikely that a bankruptcy filing
by Chrysler would have the same impact.  Industry bankruptcies
could result from either the failure of the auto legislation
currently under consideration in the U.S. Congress, or the failure
of the Detroit Three to develop viable restructuring plans in
the several months prior to the expiration of the bridge loans
included in the current legislation.

In 2009, auto suppliers are already facing a steep global downturn
in auto production, including a deeply depressed production
forecast in the U.S. and Europe.

In the event of a General Motors bankruptcy, Fitch believes that
the resulting contraction in auto production, the supply chain,
trade credit and capital-access would cause widespread shutdowns
and bankruptcies throughout the supply chain.  Given the cliff-
risk nature of the risks involved, Fitch has tried to detail below
the extent of the potential rating actions that would be taken in
the event of a GM bankruptcy.  In any event, Fitch will continue
to take individual rating actions in the sector as events unfold
over the next several weeks and months.

Fitch notes that even if the OEMs avoid bankruptcy, major
restructurings of their operations will occur, causing material
changes in the operations of their Tier I suppliers.  These
restructurings could also lead to ratings actions, providing
further rationale for placing these suppliers on Rating Watch
Negative.

The following table shows the auto suppliers placed or remain on
Rating Watch Negative and the ratings most likely to result in the
event of a GM bankruptcy:

Companies Current IDR/Prospective IDR

American Axle 'B'/'CC';
ArvinMeritor 'B'/CCC';
Hayes-Lemmerz 'B'/CCC';
Johnson Controls 'A-'/'BBB+';
Tenneco 'BB-/B-';
TRW 'BB'/'B-';
Visteon 'CCC'/'CC'

Companies not included in the rating actions:

Cummins 'BBB+';
Goodyear 'BB-';
Navistar 'BB-'.

Despite improved diversification by most Tier 1 suppliers --
across manufacturers, geographies and product lines -- the decline
in supplier revenues and operating cash flow through 2009
resulting from a GM bankruptcy would likely produce covenant
violations across the vast majority of suppliers.

Of equal concern, Tier 2 and three suppliers are likely to
experience widespread bankruptcies through loss of volume, lack
of receivables financing, and restricted financial and trade
credit.  Fitch expects that a collapse of trade credit throughout
the supply chain would put at risk the domestic operations of
these suppliers, as well as their financial viability.

TRW and Tenneco remain better positioned given their global
operations, but Fitch expects that these two companies, at a
minimum, would require renegotiations with their bank group.

Ratings on Rating Watch Negative are as follows:

American Axle & Manufacturing Holdings, Inc.

--IDR 'B';

American Axle & Manufacturing, Inc

--IDR 'B';

ArvinMeritor

--IDR 'B';
--Secured 'BB';
--Senior unsecured 'B/RR4'.

Hayes-Lemmerz International, Inc

--IDR 'B'.

Hayes-Lemmerz Finance Luxembourg S.A

--IDR 'B';
--Senior unsecured 'B-/RR5';
--Senior secured 'BB/RR1'.

HLI Operating Company Inc.

Fitch Places Seven U.S. Auto Suppliers on Rating Watch Negative

--IDR 'B';
--Senior secured 'BB/RR1'.

Johnson Controls

--IDR 'A-'.

York International

--IDR 'A-'.

Tenneco

--IDR 'BB-';
--Senior unsecured 'BB-';
--Subordinated 'B';
--Senior secured notes 'BB';
--Senior secured credit facilities 'BB+'.

TRW Automotive Holdings Corp

--IDR 'BB'.

TRW Automotive, Inc

--IDR 'BB';
--Secured 'BB+';
--Senior unsecured 'BB-'.

Visteon Corp

--IDR 'CCC';
--Senior secured 'B/RR1';
--senior unsecured 'CC/RR6'.

Fitch's rating definitions and the terms of use of such ratings
are available on the agency's public site, www.fitchratings.com.
Published ratings, criteria and methodologies are available from
this site, at all times. Fitch's code of conduct, confidentiality,
conflicts of interest, affiliate firewall, compliance and other
relevant policies and procedures are also available from the 'Code
of Conduct' section of this site.


* Fitch Rates Stock under Treasury's Capital Purchase Program
-------------------------------------------------------------
Fitch Ratings has assigned ratings to the preferred stock issued
under the Treasury's Capital Purchase Program.  The CPP is one of
the U.S. Government programs established to help stabilize and
restore confidence in the U.S. banking system.

The rated entities listed below reflect the companies that have
already issued preferred stock under the CPP.  The amount of
preferred stock issued by each company individually ranges between
1% and 3% of risk-weighted assets.

Ratings Assigned:

Associated Banc-Corp

  -- Preferred stock 'BBB'.

Bank of America Corporation

  -- Preferred stock 'A'.

The Bank of New York Mellon Corporation

  -- Preferred stock 'A+'.

BB&T Corporation

  -- Preferred stock 'A+'.

Capital One Financial Corporation+

  -- Preferred stock 'BBB+'.

Cathay General Bancorp

  -- Preferred stock 'BB+'.

Citigroup Inc.

  -- Preferred stock 'BBB'; Rating Watch Negative.

City National Corporation

  -- Preferred stock 'BBB+'.

Comerica Incorporated

  -- Preferred stock 'A'.

CVB Financial Corp.

  -- Preferred stock 'BBB'.

First Horizon National Corporation+

  -- Preferred stock 'BBB-'.

First Midwest Bancorp, Inc.

  -- Preferred stock 'BBB'.

First Niagara Financial Group, Inc.

  -- Preferred stock 'BBB-'.

Goldman Sachs Group, Inc.

  -- Preferred stock 'A+'.

Huntington Bancshares Incorporated

  -- Preferred stock 'BBB+'.

JP Morgan Chase & Co.

  -- Preferred stock 'A+'.

KeyCorp

  -- Preferred stock 'A-'.

Marshall & Ilsley Corporation

  -- Preferred stock 'A'; Ratings Watch Negative.

Merrill Lynch & Co., Inc.*

  -- Preferred Stock 'A'; Rating Watch Evolving.

Morgan Stanley

  -- Preferred stock 'BBB+'.

Northern Trust Corporation

  -- Preferred stock 'A+'; Rating Watch Negative.

Popular, Inc.

  -- Preferred stock 'BBB+'.

Provident Bankshares Corporation

  -- Preferred stock 'BBB-'.

Regions Financial Corporation

  -- Preferred stock 'A'.

The South Financial Group, Inc.

  -- Preferred stock 'BB'.

State Street Corporation

  -- Preferred stock 'A+'.

Sterling Financial Corporation

  -- Preferred stock 'BB+'.

SunTrust Banks, Inc.

  -- Preferred stock 'A'; Rating Watch Negative.

Taylor Capital Group, Inc.

  -- Preferred stock 'B'; Rating Watch Negative.

TCF Financial Corporation

  -- Preferred stock 'BBB+'.

Trustmark Corporation

  -- Preferred stock 'BBB+'.

UCBH Holdings Inc.

  -- Preferred stock 'BBB-'.

U.S. Bancorp

  -- Preferred stock 'A+'.

Washington Federal Inc.

  -- Preferred stock 'BBB+'.

Webster Financial Corporation

  -- Preferred stock 'BBB-'.

Wells Fargo & Company, Inc.

  -- Preferred stock 'AA-'.

Zions Bancorporation

  -- Preferred stock 'BBB+'.

* Settlement deferred pending merger with Bank of America
  Corporation.

+ The ratings for Capital One Financial Corporation and First
  Horizon National Corporation were previously assigned.


* Fitch Revises Outlook for U.S. Equity REITs to Negative for 2009
------------------------------------------------------------------
U.S. equity REITs are up against a recessionary economy, which
coupled with softening property fundamentals and weakening
liquidity profiles, will make these companies more susceptible to
rating downgrades in 2009, according to Fitch Ratings, which has
revised the Rating Outlook for the U.S. equity REIT sector to
Negative from Stable.

With the capital markets still mired in a deep freeze, negative
rating implications are pervasive for REITs, according to Managing
Director and U.S. REIT group head Steven Marks.  'REITs are in a
difficult debt refinancing environment that will lead to worsening
fixed charge coverage ratios, more challenged liquidity profiles
and softening unencumbered asset coverage metrics,' said Marks.
'In addition, a slowing asset sales market will hamper REITs'
ability to reduce leverage and sell weaker-performing assets to
recycle capital to improve overall portfolio quality.'

With Fitch projecting a slightly more than 1% decline in GDP for
next year (the steepest GDP decline since World War II) and
unemployment to eclipse 8% by late 2009, these projections are of
particular concern for office REITs (Rating Outlook Negative)
since space absorption is driven by both growth in GDP and
employment.

The broader economic slowdown also has adverse credit implications
for industrial REITs (Rating Outlook Negative), namely weakened
industrial tenant demand and declining national occupancy rates
(now at a 16-year low) that will challenge the rental pricing and
earnings power of these companies.

The economy's woes are also cutting into consumer discretionary
spending, which coupled with a deteriorating labor outlook will
increasingly weigh on retail REITs (Rating Outlook Negative),
although necessity-based properties such as grocery-anchored
shopping centers should perform well.

The two subsectors with more benign credit pictures in 2008 are
multifamily and health care REITs, both of which carry a Stable
Outlook by Fitch.  Helping the Outlook for Multifamily REITs is
their continued access to financing from Fannie Mae and Freddie
Mac, while health care REITs will continue to benefit from long-
term demographic trends that are driving demand for services amid
relatively muted new supply.


* Fitch Says Healthcare Outlook Negative Due to Economic Pressure
-----------------------------------------------------------------
Fitch's 2009 Outlook for the U.S. Healthcare sector is Negative.
Fitch believes that, in general, the Healthcare sector will face a
very difficult operating environment in 2009 resulting from weaker
demand associated with the global economic recession and a U.S.
governmental focus on reducing the consumer burden of health care
spending.

Even though U.S. healthcare demand remains strong due to an aging
demographic, Fitch expects that growing economic weakness will
cause some consumers to delay or forego spending on prescriptions
and procedures due to rising unemployment levels and declining
wealth.  As a result, volume weakness will likely increase, in
part putting pressure on top line growth.  It is also likely that
a growing uninsured or underinsured population will result in an
increase in bad debt and uncompensated care for the industry.

In the U.S., regulatory and legislative pressure on the healthcare
industry will grow as the government increases its focus on
controlling healthcare costs.  Fitch expects that the government
will encourage policy that has it take a more active roll in
negotiating pricing and making low cost generic alternatives
available to consumers.  Key legislative and regulatory policy
issues that can impact consumer healthcare costs include:
universal coverage, patent reform, generic biologic pathway,
revisions to Medicare Part-D and comparative effectiveness.  While
it is not likely that legislation creating universal healthcare
would have a meaningful effect on 2009 results, the other issues
such as revisions to Medicare Part-D could be enacted.  The likely
result of some of these reforms would be pricing pressure on
healthcare industry participants.  Therefore, weakening volume
along with expected pricing weakness will result in downward top
line revenue pressure for the industry, in general.

Fitch expects that industry participants will be able to, in part,
limit the negative impact from revenue weakness on EBITDA by on-
going cost containment and operational restructuring.
Nevertheless, flexibility in capital spending should allow
operators to produce generally stable levels of free cash flow.
However, in spite of economic and operational challenges, Fitch
expects companies to continue to aggressively return capital to
shareholders through share repurchases and dividends.  Merger and
acquisition activity is expected to remain high for the industry
as operators look to improve their product and service position in
this challenging 2009 operating environment.  As a result, Fitch
expects this acquisition activity could lead to higher leverage
resulting from increased debt levels.

Liquidity for the industry as a whole remains stable. U.S.
healthcare companies with Fitch credit ratings generated last 12
months free cash flow as of 3Q'08 of approximately $42 billion and
maintained a balance sheet cash level of approximately $65
billion.  This internal liquidity compares to a remaining 2008 and
2009 maturity schedule of approximately $21 billion.  Revolving
credit capacity for the industry remains strong with an average
availability of approximately 79% or $42 billion.  Nevertheless,
there are companies within the sector that have weaker liquidity
and financial flexibility, such as HCA, Inc. with higher near-term
maturities and Tenet Healthcare Corp with significant negative
free cash flow.

                    Pharmaceutical Manufacturers

Fitch has a Negative Outlook for U.S. pharmaceutical manufacturers
in 2009 as the industry confronts a changing political and
regulatory environment, a lingering recession, as well as maturing
product portfolios.

A key uncertainty on the growth prospects of the industry relates
to the direction of the new U.S. administration and key decisions
expected to be finalized during 2009.  At the forefront is the
much discussed potential elimination of the non-interference
clause of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003.  Clearly, allowing direct price
negotiations with manufacturers would pressure pricing dynamics
given the purchasing leverage of the government through the
Medicare Part-D program.  Additionally, the new president will
need to appoint a new commissioner of the Food and Drug
Administration, an agency under increased political and consumer
scrutiny of its drug approval recommendations.  Fitch expects the
conservative stance at the FDA will still hinder the approval
process for new medicines in 2009 as the agency adjusts to new
leadership and continues to wrestle with potential safety concerns
found upon examining clinical data.
Nevertheless, Fitch anticipates FDA marketing clearances for 2009
to be at a level consistent with 2008 including novel new drugs
such as Eli Lilly's Effient, Wyeth's 13-valent pneumococcal
disease vaccine, and Bristol-Myers Squibb's Onglyza.

The industry will benefit from a moderation of patent expiry in
2009, with J&J's Topamax being the only notable loss for U.S. drug
developers.  However, as the next wave of major pharmaceutical
patent expirations quickly approaches, Fitch believes another
period of significant industry consolidation is near, especially
for those manufacturers facing the largest patent cliffs.
Industry participants are anticipated to fill R&D and product
portfolio voids through an acceleration of business development
activities in 2009.

Overall, Fitch expects sales growth to further moderate in 2009,
modestly pressuring margins for brand name pharmaceutical
manufacturers.  Cost rationalization throughout the industry over
the past few years will serve to support margins next year in
addition to the coming period of patent expirations after the end
of the decade.  Generally, cash flows for drug manufacturers are
expected to cover capital commitments in 2009.  The shareholder-
friendly pharmaceutical industry will use significant operating
cash flow to sustain or increase dividends and satisfy share
repurchase programs.

                         Medical Devices

Fitch has a Stable Outlook for the medical device sector in 2009.
The relatively non-discretional nature of medical devices should
support demand growth for this part of the healthcare industry in
2009 in spite of rising unemployment and economic challenges.

The most important issues for the medical device industry in 2009
relate to the drug eluting stent and implantable cardioverter
defibrillator markets.  After resolving concerns related to
safety, efficacy and manufacturing, both of these device platforms
have experienced stabilization and a subsequent return to growth
in their respective global markets.  The improvement of these
markets are important to device makers since DES and ICD products
are high margin and have a material impact on profitability.  New
product introductions are expected to shift the competitive
advantages between individual device makers, but the overall
industry should generate sufficient cash to fund their operations
and strategic initiatives while preserving their credit profiles.

                   For-Profit Hospital Operators

Fitch has a Negative Outlook for the for-profit hospital operator
segment in 2009. Fitch expects the uninsured rate to increase
materially in 2009, which along with potential Medicaid cuts due
to state budget shortfalls, will pressure bad debt expense and
uncompensated care.  Increases in other operating expenses such as
professional fees may also lead to profitability declines.  In
addition, volumes will likely suffer as patients delay elective or
non-urgent procedures.  Lower profitability and weak volume growth
are expected to result in declining free cash flow throughout the
sector with some providers reducing capital spending in order to
conserve cash.

Fitch notes that some offsetting trends do exist to limit the
decline in sector performance during 2009.  First, providers have
adopted new methods to address the uninsured, including increased
point-of-service collections, patient screening, and efforts to
qualify patients for Medicaid or other assistance programs that
have eased some of the pressure on bad debt expense.  Second,
operators are experiencing stability in managed care pricing,
which should allow some revenue growth in spite of weak volumes.
While longer-term pressure on reimbursement is possible, most
managed care contracts for 2009 have already been set and Fitch
expects rate increases to remain in the mid-to-high single digits.
Third, for-profit hospital operators will face an improving
political climate.  It is likely that the newly elected executive
and legislative representation will address state Medicaid
shortages and enhance healthcare coverage.  Finally, with the
exception of HCA, Inc., Fitch notes that the sector does not face
any significant debt maturities in the next two years that would
necessitate refinancing in the current credit environment.

Fitch currently rates the healthcare sector:

  -- Abbott Laboratories ('A+', Stable Outlook);
  -- Allergan, Inc. ('A-', Positive Outlook);
  -- AmerisourceBergen Corp. ('BBB', Stable Outlook);
  -- Amgen, Inc. ('A', Stable Outlook);
  -- Baxter International, Inc. ('A', Stable Outlook);
  -- Beckman Coulter, Inc. ('BBB', Stable Outlook);
  -- Boston Scientific Corp. ('BB+', Stable Outlook);
  -- Bristol-Myers Squibb Co. ('A+', Stable Outlook)
  -- Cardinal Health, Inc. ('BBB+', Stable Outlook);
  -- Community Health Systems, Inc. ('B', Stable Outlook);
  -- Covidien Ltd. ('A', Stable Outlook);
  -- DaVita Inc. ('BB-', Stable Outlook);
  -- Eli Lilly & Co. ('A+', Stable Outlook);
  -- Express Scripts Inc. ('BBB', Stable Outlook);
  -- HCA, Inc. ('B', Stable Outlook);
  -- Health Management Associates ('B+', Stable Outlook);
  -- Johnson & Johnson ('AAA', Stable Outlook);
  -- Life Technologies Corp. ('BBB-', Stable Outlook);
  -- LifePoint Hospitals, Inc. ('BB-', Stable Outlook);
  -- McKesson Corp. ('BBB+', Stable Outlook);
  -- Medco Health Solutions Inc. ('BBB', Stable Outlook);
  -- Merck & Co. ('AA-', Negative Outlook);
  -- Owens & Minor Inc. ('BBB-', Stable Outlook);
  -- Pfizer, Inc. ('AA+', Negative Outlook);
  -- Royalty Pharma Finance Trust ('BBB-', Stable Outlook);
  -- Schering-Plough Corp. ('BBB+', Stable Outlook);
  -- Tenet Healthcare Corp. ('B-', Stable Outlook);
  -- Thermo Fisher Scientific, Inc. ('BBB+', Stable Outlook);
  -- Universal Health Services ('BBB', Stable Outlook);
  -- Watson Pharmaceuticals Inc. ('BBB-', Stable Outlook);
  -- Wyeth ('A-', Stable Outlook).


* Moody's Reports Modeled Weighted Average Rating for TRUP CDOs
---------------------------------------------------------------
Moody's is providing additional information from the November 12,
2008 press release on TRUP CDOs.  The additional information,
shown in the table below, includes the modeled weighted average
rating factor (including the 1.25 stress) and the assumed
defaulted par for each of the 44 TRUP CDOs using the approach
described in the Rating Action.

Moody's methodology for bank TRUP CDOs is summarized below.  This
methodology is the same approach used in the Rating Action.
Moody's approach to calculating the default probability used two
financial ratios for every bank in the collateral portfolio.  The
first ratio is calculated: (non-current loans plus other real
estate owned) divided by (tangible common equity plus allowance
for loan losses).  The second ratio is calculated: (non-current
loans plus other real estate owned plus 20% of current
construction and development loans) divided by (tangible common
equity plus allowance for loan losses).  If the First Ratio is
above 150% or the Second Ratio is above 175%, for purposes of
these rating actions, Moody's assumed these banks to be defaulted
with a zero recovery.  If the First Ratio is above 100% or the
Second Ratio is above 130%, Moody's assumed these banks had an
implied default probability Rating Factor of 6500 (implied default
probability rating of Caa2).  Moody's used the second quarter 2008
financials when calculating the First Ratio and Second Ratio.
Generally, the First Ratio and Second Ratio were used to identify
banks more likely to defer payments on their trust preferred
securities or default.

For all other banks in TRUP CDOs without a public rating from
Moody's, when calculating the default probability, Moody's used
the quantitative V3.1 Risk Calc Model for private banks with the
credit cycle adjustment.  To account for potential model error and
adverse selection, the most favorable implied default probability
Rating Factor assumed from the Model was 360, which translates
into an implied default probability rating of Baa2.  Finally, to
account for the increased likelihood of deferral on the bank TRUPs
in the current environment, the pool-wide default probability was
multiplied by 1.25.  Moody's used the second quarter 2008
financials in the Model.

For correlation purposes, Moody's continued to assume five regions
for U.S. banks, but no longer making a distinction between banks
and thrifts.  Also, Moody's increased the assumed inter-asset
correlation, which is correlation between bank regions, to 10%.
The assumed intra-asset correlation, which is correlation within
bank regions, remained at 45%.  The update to the default
probability assumptions was a much larger driver to these rating
actions than the correlation update.

Moody's continued to assume a 10% recovery for bank trust
preferred securities in its cash flow analysis which represents
the likelihood that some banks that defer interest payments may
ultimately pay cumulative interest without defaulting.  For any
bank TRUP issuer currently deferring interest, Moody's assumed
that issuer was defaulted with a zero recovery.  Moody's also
continued to use the correlated binomial to analyze TRUP CDOs.
Other than the assumptions noted above, these actions used the
approach outlined in Moody's Approach to Rating U.S. Bank Trust
Preferred Security CDOs, April 14, 2004.

  -- TRUP CDO: ALESCO Preferred Funding I, Ltd.
  -- WARF*: 1194
  -- Assumed Defaulted Par Amount: $37,500,000

  -- TRUP CDO: ALESCO Preferred Funding II, Ltd.
  -- WARF*: 889
  -- Assumed Defaulted Par Amount: $40,000,000

  -- TRUP CDO: ALESCO Preferred Funding III, LTD.
  -- WARF*: 1333
  -- Assumed Defaulted Par Amount: $25,000,000

  -- TRUP CDO: ALESCO Preferred Funding IV, Ltd.
  -- WARF*: 1740
  -- Assumed Defaulted Par Amount: $28,000,000

  -- TRUP CDO: MM Community Funding Ltd.
  -- WARF*: 1520
  -- Assumed Defaulted Par Amount: $21,000,000

  -- TRUP CDO: MM Community Funding II, Ltd.
  -- WARF*: 392
  -- Assumed Defaulted Par Amount: $28,000,000

  -- TRUP CDO: MM COMMUNITY FUNDING III, LTD.
  -- WARF*: 711
  -- Assumed Defaulted Par Amount: $10,000,000

  -- TRUP CDO: MM Community Funding IX, Ltd.
  -- WARF*: 1608
  -- Assumed Defaulted Par Amount: $9,250,000

  -- TRUP CDO: MMCAPS Funding I, Ltd.
  -- WARF*: 761
  -- Assumed Defaulted Par Amount: $25,000,000

  -- TRUP CDO: MMCAPS Funding XIX, Ltd.
  -- WARF*: 1549
  -- Assumed Defaulted Par Amount: $13,500,000

  -- TRUP CDO: MMCAPS Funding XVIII, Ltd.
  -- WARF*: 1590
  -- Assumed Defaulted Par Amount: $17,500,000

  -- TRUP CDO: Preferred Term Securities I, Ltd.
  -- WARF*: 1070
  -- Assumed Defaulted Par Amount: $36,000,000

  -- TRUP CDO: Preferred Term Securities II, Ltd
  -- WARF*: 1141
  -- Assumed Defaulted Par Amount: $41,000,000

  -- TRUP CDO: Preferred Term Securities IV, Ltd.
  -- WARF*: 1969
  -- Assumed Defaulted Par Amount: $12,000,000

  -- TRUP CDO: Preferred Term Securities V, Ltd.
  -- WARF*: 999
  -- Assumed Defaulted Par Amount: $0

  -- TRUP CDO: Preferred Term Securities VI, Ltd.
  -- WARF*: 3002
  -- Assumed Defaulted Par Amount: $0

  -- TRUP CDO: Preferred Term Securities VII
  -- WARF*: 2373
  -- Assumed Defaulted Par Amount: $49,000,000

  -- TRUP CDO: Preferred Term Securites VIII, Ltd
  -- WARF*: 1967
  -- Assumed Defaulted Par Amount: $30,000,000

  -- TRUP CDO: Preferred Term Securities IX, Ltd.
  -- WARF*: 1428
  -- Assumed Defaulted Par Amount: $10,000,000

  -- TRUP CDO: Preferred Term Securities X, Ltd.
  -- WARF*: 1696
  -- Assumed Defaulted Par Amount: $24,500,000

  -- TRUP CDO: Preferred Term Securities XI, Ltd.
  -- WARF*: 1615
  -- Assumed Defaulted Par Amount: $8,000,000

  -- TRUP CDO: Preferred Term Securities XII, Ltd.
  -- WARF*: 1632
  -- Assumed Defaulted Par Amount: $16,000,000

  -- TRUP CDO: Preferred Term Securities XIII, LTD.
  -- WARF*: 1483
  -- Assumed Defaulted Par Amount: $14,000,000

  -- TRUP CDO: Preferred Term Securities XIV, Ltd.
  -- WARF*: 974
  -- Assumed Defaulted Par Amount: $5,000,000

  -- TRUP CDO: Regional Diversified Funding 2004-1LTD.
  -- WARF*: 1761
  -- Assumed Defaulted Par Amount: $35,000,000

  -- TRUP CDO: Regional Diversified Funding Ltd.
  -- WARF*: 1373
  -- Assumed Defaulted Par Amount: $10,000,000

  -- TRUP CDO: Soloso CDO 2005-1 Ltd.
  -- WARF*: 1732
  -- Assumed Defaulted Par Amount: $39,000,000

  -- TRUP CDO: TPREF FUNDING I LTD.
  -- WARF*: 1429
  -- Assumed Defaulted Par Amount: $30,000,000

  -- TRUP CDO: TPREF FUNDING II Ltd.
  -- WARF*: 1624
  -- Assumed Defaulted Par Amount: $19,000,000

  -- TRUP CDO: TPREF Funding III, Ltd.
  -- WARF*: 1245
  -- Assumed Defaulted Par Amount: $26,000,000

  -- TRUP CDO: Trapeza CDO I, LLC
  -- WARF*: 1668
  -- Assumed Defaulted Par Amount: $26,000,000

  -- TRUP CDO: Trapeza CDO II, LLC
  -- WARF*: 1591
  -- Assumed Defaulted Par Amount: $22,330,000

  -- TRUP CDO: Trapeza CDO III, LLC
  -- WARF*: 1814
  -- Assumed Defaulted Par Amount: $30,670,000

  -- TRUP CDO: Trapeza CDO IV, LLC
  -- WARF*: 1667
  -- Assumed Defaulted Par Amount: $36,000,000

  -- TRUP CDO: Trapeza CDO V, Ltd.
  -- WARF*: 1345
  -- Assumed Defaulted Par Amount: $36,000,000

  -- TRUP CDO: Trapeza CDO VI, Ltd.
  -- WARF*: 1113
  -- Assumed Defaulted Par Amount: $33,000,000

  -- TRUP CDO: Trapeza CDO VII, Ltd.
  -- WARF*: 1730
  -- Assumed Defaulted Par Amount: $0

  -- TRUP CDO: Tropic CDO II, LTD
  -- WARF*: 1742
  -- Assumed Defaulted Par Amount: $36,000,000

  -- TRUP CDO: Tropic CDO III LTD
  -- WARF*: 1908
  -- Assumed Defaulted Par Amount: $20,500,000

  -- TRUP CDO: Tropic CDO IV LTD.
  -- WARF*: 1635
  -- Assumed Defaulted Par Amount: $16,500,000

  -- TRUP CDO: US Capital Funding I LTD
  -- WARF*: 1014
  -- Assumed Defaulted Par Amount: $9,000,000

  -- TRUP CDO: US Capital Funding II LTD
  -- WARF*: 1083
  -- Assumed Defaulted Par Amount: $9,500,000

  -- TRUP CDO: US Capital Funding III, Ltd.
  -- WARF*: 833
  -- Assumed Defaulted Par Amount: $22,000,000

  -- TRUP CDO: US CAPITAL FUNDING IV, LTD.
  -- WARF*: 1294
  -- Assumed Defaulted Par Amount: $57,400,991

* (Including the 1.25 Stress)


* Moody's Says Outlook for Infrastructure Issuers is Stable
-----------------------------------------------------------
Despite credit and economic conditions that have remained highly
challenging for many U.S. public infrastructure enterprises, the
outlook for most issuers is stable, says Moody's Investors Service
in a new report.

The current environment is especially challenging for
infrastructure issuers that rely on the tax-exempt municipal
market for capital, including airports, mass transit systems,
port, toll roads and public power utilities.

"While some larger and higher-rated issuers have used their
diversified credit strengths to successfully issue new debt in
recent weeks, many other issuers face widened credit spreads,
higher borrowing costs, and reduced market access," said Moody's
Senior Vice President Maria Matesanz, author of the report, which
examines the short- and long-term credit and economic risks facing
U.S. public infrastructure enterprises.

"However, the stable outlook holds for most infrastructure issuers
due to fundamental strengths reflected in the provision of
essential public services, adequate balance sheets, and generally
sound governance and fiscal management practices," said Matesanz.
Moody's previously noted a weakening trend in some fundamental
credit factors affecting U.S. infrastructure sectors, including
airports, ports, public power utilities, toll roads and mass
transit systems.  A negative outlook was assigned to the airport
sector in mid 2008 due to significant airline capacity reductions,
and Moody's most recent outlook report for the toll road sector
noted diminished growth in traffic and revenue for toll road
issuers.

The report concludes that sound debt and treasury management
practices, preservation of adequate liquidity, and strong
governance oversight will be significant determinants of credit
quality for issuers during the coming period of financial
adjustment.

"We also expect that many of these issuers will be sustained by
their critical role as providers of essential transportation and
power services, enabling them to generate adequate revenues during
a recession, as well as maintain bipartisan political support and
possibly obtain new sources of public funding," said Matesanz.


* S&P Cuts Rating on Class B-4 From Alt. Loan Trust 2005-85CB to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 51
classes from seven residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued from 2005 to 2007.  In addition, S&P affirmed its ratings
on 72 classes from six of the seven downgraded deals.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  In addition, S&P is
revising its loss expectations for Alternative Loan Trust 2005-J13
and Alternative Loan Trust 2005-85CB due to current negative
performance.  The projected lifetime losses for each transaction
are:

   Transaction       Orig. bal. (million)    Projected losses
   -----------       --------------------    ----------------
   CWALT 2005-J13                  $250.8               2.85%
   CWALT 2005-85CB               $1,270.7               3.29%

S&P arrived at its estimated projected losses for the Alt-A RMBS
deals.  The revised loss assumptions used in this review also
include the new 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 influence its 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 loss assumptions S&P assumed in
its analysis.  For example, a 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 that has 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 only applied 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
transactions affected by its revised loss expectations.  S&P will
analyze deals in order of performance, looking at worse-performing
deals first.

                          Rating Actions

                 Alternative Loan Trust 2004-29CB
                       Series    2004-29CB

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        12667FZW8     B              BBB
           B-3        12667FZX6     CCC            BB
           B-4        12667FZY4     CC             B

                 Alternative Loan Trust 2005-26CB
                       Series    2005-26CB

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        12667GUC5     CCC            BBB
           B-3        12667GTJ2     CCC            BB
           B-4        12667GTK9     CC             B

                 Alternative Loan Trust 2005-30CB
                       Series    2005-30CB

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        12667GYA5     BBB            A
           B-2        12667GYB3     CCC            BBB
           B-3        12667GYC1     CCC            BB
           B-4        12667GYD9     CC             B

                 Alternative Loan Trust 2005-80CB
                       Series    2005-80CB

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A-1      12668BGC1     A              AAA
           2-A-1      12668BGD9     A              AAA
           3-A-1      12668BGE7     A              AAA
           4-A-1      12668BGF4     A              AAA
           5-A-1      12668BGG2     A              AAA
           1-X        12668BGH0     A              AAA
           2-X        12668BGJ6     A              AAA
           3-X        12668BGK3     A              AAA
           4-X        12668BGL1     A              AAA
           5-X        12668BGM9     A              AAA
           PO         12668BGN7     A              AAA
           M          12668BGQ0     CCC            AA
           B-1        12668BGR8     CCC            A
           B-2        12668BGS6     CC             BBB
           B-3        12668BGT4     CC             B

                 Alternative Loan Trust 2005-85CB
                       Series    2005-85CB

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A-1      12668BEE9     BBB            AAA
           2-A-2      12668BEG4     BBB            AAA
           2-A-5      12668BEK5     BBB            AAA
           2-A-6      12668BEL3     BBB            AAA
           2-A-7      12668BEM1     BBB            AAA
           2-A-8      12668BEN9     BBB            AAA
           2-A-9      12668BFY4     BBB            AAA
           3-A-1      12668BEP4     BBB            AAA
           3-A-2      12668BEZ2     BBB            AAA
           1-X        12668BEQ2     BBB            AAA
           3-X        12668BES8     BBB            AAA
           PO         12668BET6     BBB            AAA
           M          12668BEV1     CCC            AA
           B-1        12668BEW9     CC             A
           B-2        12668BEX7     CC             BBB
           B-3        12668BFZ1     CC             BB
           B-4        12668BGA5     D              B

                  Alternative Loan Trust 2005-J13
                        Series    2005-J13

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M          12668AE27     B              AA
           B-1        12668AE35     CCC            A
           B-2        12668AE43     CCC            BBB
           B-3        12668AE50     CC             BB
           B-4        12668AE68     CC             B

           IndyMac INDX Mortgage Loan Trust 2005-AR11
                       Series    2005-AR11

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-1        45660LQP7     BB             AA+
           B-2        45660LQQ5     CCC            AA-
           B-3        45660LQR3     CCC            BBB+
           B-4        45660LQT9     CC             B

                         Ratings Affirmed

                 Alternative Loan Trust 2004-29CB
                       Series    2004-29CB

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        12667FZF5     AAA
                  A-2        12667FZG3     AAA
                  A-3        12667FZH1     AAA
                  A-4        12667FZJ7     AAA
                  A-5        12667FZK4     AAA
                  A-6        12667FZL2     AAA
                  A-7        12667FZM0     AAA
                  A-8        12667FZN8     AAA
                  A-9        12667FZP3     AAA
                  A-10       12667FZQ1     AAA
                  A-11       12667FZR9     AAA
                  PO         12667FZS7     AAA
                  M          12667FZU2     AA
                  B-1        12667FZV0     A

                Alternative Loan Trust 2005-26CB
                       Series    2005-26CB

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        12667GTM5     AAA
                  A-2        12667GTN3     AAA
                  A-3        12667GTP8     AAA
                  A-4        12667GTQ6     AAA
                  A-5        12667GTR4     AAA
                  A-6        12667GTS2     AAA
                  A-7        12667GTT0     AAA
                  A-8        12667GTU7     AAA
                  A-9        12667GTV5     AAA
                  A-10       12667GTW3     AAA
                  A-11       12667GTX1     AAA
                  PO         12667GTY9     AAA
                  M          12667GUA9     AA
                  B-1        12667GUB7     A

                 Alternative Loan Trust 2005-30CB
                       Series    2005-30CB

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      12667GXK4     AAA
                  1-A-2      12667GXL2     AAA
                  1-A-3      12667GXM0     AAA
                  1-A-4      12667GXN8     AAA
                  1-A-5      12667GXP3     AAA
                  1-A-6      12667GXQ1     AAA
                  1-A-7      12667GXR9     AAA
                  1-A-8      12667GXS7     AAA
                  1-A-9      12667GXT5     AAA
                  1-A-10     12667GXU2     AAA
                  1-A-11     12667GXV0     AAA
                  1-A-12     12667GL27     AAA
                  2-A-1      12667GXW8     AAA
                  PO         12667GXX6     AAA
                  M          12667GXZ1     AA

                 Alternative Loan Trust 2005-85CB
                       Series    2005-85CB

                  Class      CUSIP         Rating
                  -----      -----         ------
                  2-A-1      12668BEF6     AAA
                  2-A-3      12668BEH2     AAA
                  2-A-4      12668BEJ8     AAA
                  2-X        12668BER0     AAA

                  Alternative Loan Trust 2005-J13
                        Series    2005-J13

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1-A-1      12668AB79     AAA
                  1-A-2      12668AB87     AAA
                  1-A-3      12668AB95     AAA
                  1-A-4      12668AC29     AAA
                  1-X        12668AC37     AAA
                  2-A-1      12668AC45     AAA
                  2-A-2      12668AC52     AAA
                  2-A-3      12668AC60     AAA
                  2-A-4      12668AC78     AAA
                  2-A-5      12668AC86     AAA
                  2-A-6      12668AC94     AAA
                  2-A-7      12668AD28     AAA
                  2-A-8      12668AD36     AAA
                  2-A-9      12668AD44     AAA
                  2-A-10     12668AD51     AAA
                  2-A-11     12668AD69     AAA
                  2-X        12668AD77     AAA
                  PO         12668AD85     AAA

            IndyMac INDX Mortgage Loan Trust 2005-AR11
                        Series    2005-AR11

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        45660LQF9     AAA
                  A-2        45660LQG7     AAA
                  A-3        45660LQH5     AAA
                  A-4        45660LQJ1     AAA
                  A-5        45660LQK8     AAA
                  A-6        45660LQL6     AAA
                  A-7        45660LQM4     AAA


* S&P Junks Ratings on Four Classes From Four RMBS Deals
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from four U.S. prime jumbo residential mortgage-backed
securities transactions issued between 2002 and 2004.  S&P also
affirmed its ratings on 123 classes from these and nine other
deals issued in 1998, 1999, and 2002 to 2004.

The downgrades reflect S&P's belief that these classes may no
longer have sufficient credit enhancement to support the ratings
at the previous levels.  S&P's belief is based on its projected
lifetime losses, which S&P derived from a loss curve that utilizes
the dollar amount of loans currently in the delinquency pipelines
of the affected transactions.

The affirmations reflect current credit enhancement levels that
S&P believes are sufficient to support the ratings at their
current levels.

S&P will continue to monitor these transactions and adjust the
ratings on the remaining classes if the available credit support
is no longer sufficient to support the current ratings.

                          Ratings Lowered

              Bank of America Mortgage 2002-E Trust
                        Series      2002-E

                                        Rating
                                        ------
          Class      CUSIP         To            From
          -----      -----         --            ----
          B-1        06050HJK5     AA             AAA
          B-2        06050HJL3     BB             AAA
          B-3        06050HJM1     CCC            A

       First Horizon Mortgage Pass-Through Trust 2002-AR2
                        Series      2002-AR2

                                        Rating
                                        ------
          Class      CUSIP         To            From
          -----      -----         --            ----
          B-2        32051DRE4     BBB            AA+
          B-3        32051DRF1     B              A

        First Horizon Mortgage Pass-Through Trust 2003-AR1
                        Series      2003-AR1

                                        Rating
                                        ------
          Class      CUSIP         To            From
          -----      -----         --            ----
          B-5        32051DTU6     CCC            B

     Structured Asset Mortgage Investments II Trust 2004-AR5
                        Series      2004-AR5

                                        Rating
                                        ------
          Class      CUSIP         To            From
          -----      -----         --            ----
          II-B-3     86359LEN5     BB             BBB
          II-B-4     86359LES4     CCC            BB
          II-B-5     86359LET2     CCC            B

                         Ratings Affirmed

              Bank of America Mortgage 2002-E Trust
                        Series      2002-E

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        06050HJH2     AAA

              Bank of America Mortgage Securities Inc.
                        Series      2004-A

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      05948XS69     AAA
                 2-A-1      05948XS93     AAA
                 2-A-2      05948XT27     AAA
                 2-A-3      05948XT35     AAA
                 2-A-4      05948XT43     AAA
                 3-A-1      05948XT50     AAA
                 B-1        05948XT68     AA
                 B-2        05948XT76     A
                 B-3        05948XT84     BBB
                 B-4        05948XU58     BB
                 B-5        05948XU66     B

             Bank of America Mortgage Securities Inc.
                        Series      2004-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      05949AAA8     AAA
                 1-A-2      05949AAB6     AAA
                 1-A-3      05949AAC4     AAA
                 1-A-4      05949AAD2     AAA
                 1-A-5      05949AAE0     AAA
                 1-A-6      05949AAF7     AAA
                 1-A-7      05949AAG5     AAA
                 1-A-8      05949AAH3     AAA
                 1-A-9      05949AAJ9     AAA
                 1-A-10     05949AAK6     AAA
                 1-A-11     05949AAL4     AAA
                 1-A-12     05949AAM2     AAA
                 1-A-13     05949AAN0     AAA
                 1-A-14     05949AAP5     AAA
                 1-A-15     05949AAQ3     AAA
                 1-A-16     05949AAR1     AAA
                 1-A-17     05949AAS9     AAA
                 1-A-18     05949AAT7     AAA
                 1-A-20     05949AAV2     AAA
                 1-A-21     05949AAW0     AAA
                 1-A-22     05949AAX8     AAA
                 1-A-23     05949AAY6     AAA
                 1-A-24     05949AAZ3     AAA
                 1-A-25     05949ABA7     AAA
                 1-A-26     05949ABB5     AAA
                 1-A-27     05949ABC3     AAA
                 2-A-1      05949ABG4     AAA
                 2-A-2      05949ABH2     AAA
                 2-A-3      05949ABJ8     AAA
                 2-A-4      05949ABK5     AAA
                 2-A-5      05949ABL3     AAA
                 2-A-6      05949ABM1     AAA
                 2-A-8      05949ABP4     AAA
                 2-A-9      05949ABQ2     AAA
                 2-A-10     05949ABR0     AAA
                 2-A-11     05949ABS8     AAA
                 2-A-12     05949ABT6     AAA
                 2-A-14     05949ABV1     AAA
                 2-A-15     05949ABW9     AAA
                 2-A-16     05949ABX7     AAA
                 3-A-1      05949ABY5     AAA
                 3-A-2      05949ABZ2     AAA
                 3-A-3      05949ACA6     AAA
                 4-A-1      05949ACB4     AAA
                 A-PO       05949ACC2     AAA
                 15-IO      05949ACD0     AAA
                 30-IO      05949ACE8     AAA
                 1-B-1      05949ACF5     AA
                 1-B-2      05949ACG3     A
                 1-B-3      05949ACH1     BBB
                 1-B-4      05949ACQ1     BB
                 1-B-5      05949ACR9     B
                 X-B-1      05949ACJ7     AA
                 X-B-2      05949ACK4     A
                 X-B-3      05949ACL2     BBB
                 X-B-4      05949ACT5     BB
                 X-B-5      05949ACU2     B
                 3-B-2      05949ACN8     A
                 3-B-3      05949ACP3     BBB
                 3-B-4      05949ACW8     BB
                 3-B-5      05949ACX6     B

             Bank of America Mortgage Securities Inc.
                        Series      2004-C

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      05948X5P2     AAA
                 2-A-1      05948X5S6     AAA
                 2-A-2      05948X5T4     AAA
                 3-A-1      05948X5U1     AAA
                 B-1        05948X5V9     AA
                 B-2        05948X5W7     A
                 B-3        05948X5X5     BBB
                 B-4        05948X6B2     BB
                 B-5        05948X6C0     B

        First Horizon Mortgage Pass-Through Trust 2002-8
                        Series      2002-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-8      32051DRS3     AAA
                 I-A-PO     32051DRT1     AAA
                 II-A-1     32051DRU8     AAA
                 B-1        32051DRW4     AAA
                 B-2        32051DRX2     AA+
                 B-3        32051DRY0     AA

        First Horizon Mortgage Pass-Through Trust 2002-AR2
                       Series      2002-AR2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 II-A-1     32051DRA2     AAA
                 III-A-1    32051DRC8     AAA
                 B-1        32051DRD6     AAA

         First Horizon Mortgage Pass-Through Trust 2003-AR1
                       Series      2003-AR1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      32051DTL6     AAA
                 II-A-1     32051DTM4     AAA
                 III-A-1    32051DTP7     AAA
                 B-1        32051DTQ5     AAA
                 B-2        32051DTR3     AA
                 B-3        32051DTS1     A-
                 B-4        32051DTT9     BB

            Structured Asset Mortgage Investment, Inc.
                        Series      1998-6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-I        86358HAF6     AAA
                 A-II       86358HAG4     AAA
                 A-III      86358HAH2     AAA
                 A-IV       86358HAJ8     AAA
                 B-1        86358HAL3     AAA
                 B-2        86358HAM1     AAA
                 B-3        86358HAN9     AAA
                 B-4        86358HAR0     A+
                 B-5        86358HAS8     BB
                 A-V        86358HAK5     AAA

     Structured Asset Mortgage Investments II Trust 2004-AR5
                       Series      2004-AR5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      86359LDX4     AAA
                 I-A-2      86359LDY2     AAA
                 I-X        86359LEC9     AAA
                 II-A-1     86359LDZ9     AAA
                 II-A-2     86359LEA3     AAA
                 II-A-3     86359LEB1     AAA
                 II-B-1     86359LEL9     AA
                 II-B-2     86359LEM7     A

        Structured Asset Mortgage Investments Trust 1999-1
                        Series      1999-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 II-A       86358HGW3     AAA

        Structured Asset Mortgage Investments Trust 1999-2
                        Series      1999-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 3-A        86358HHV4     AAA
                 3-X        86358HHW2     AAA

       Structured Asset Mortgage Investments Trust 2002-AR4
                       Series      2002-AR4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        86358HQR3     AAA
                 X          86358HQS1     AAA

       Structured Asset Mortgage Investments Trust 2002-AR5
                       Series      2002-AR5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        86358HRF8     AAA
                 X          86358HRG6     AAA


* S&P's Investment-Grade & Spec.-Grade Composite Spreads Widen
--------------------------------------------------------------
Both Standard & Poor's investment-grade and speculative-grade
composite spreads widened marginally to 559 basis points and 1,687
bps, respectively, but are still tighter than last Thursday's
five-year highs.  Spreads widened marginally across the ratings
spectrum as well, leaving 'AA' at 427 bps, 'A' at 501 bps, 'BBB'
at 673 bps, 'BB' at 1,202 bps, 'B' at 1,810 bps (a new five-year
high), and 'CCC' at 3,097 bps.

Industry spreads also widened across the board yesterday by an
average margin of 5 bps, leaving financial institutions at 764
bps, banks at 623 bps, industrials at 957 bps, utilities at 554
bps, and telecommunications at 845 bps.

With speculative-grade defaults on the rise, a higher
preponderance of credit downgrades, and a general malaise about
the future of the economy, S&P expects spreads to remain at their
elevated levels for some time until confidence is restored to the
market.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
-----------------------------------------------------------------
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

http://www.amazon.com/exec/obidos/ASIN/189312228X/internetbankrupt

http://www.amazon.com/exec/obidos/ASIN/1893122298/internetbankrupt

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.  During the 1800s, when Burrill's work first
came out, there were innumerable cases dealing with voluntary
assignments.  The case law of the 1800s remains authoritative,
informative, and instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.  The format of the text,
including the footnotes, is the standard followed by many legal
texts and handbooks, notably the multi-volume American
Jurisprudence.  The sections are numbered consecutively in forty-
five chapters.  There are 458 sections in all.  The sections are
relatively short, even though the subject of voluntary assignments
is complex and there is bountiful case law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee. More
specific, detailed topics can be accessed using the index.  There
are two appendices. The first contains synopses of the statutes of
every state and territory on voluntary assignments.  The second
appendix contains nearly thirty standard forms that can be used
for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.  Like a good lawyer
breaking down a case so it can be comprehended by a jury of
average persons, so does Burrill and Avery-Webb deal with the
topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***