TCR_Public/081215.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 15, 2008, Vol. 12, No. 298

                             Headlines


ABACUS 2005-1: S&P Ratings on 3 Classes of Notes Tumble to 'D'
AEROFLEX INCORPORATED: Moody's Affirms B3 Corporate Family Rating
ALITALIA SPA: CAI Buys Smaller Rival Air One, Reuters Says
ALLTEL CORPORATION: Posts $250MM Net Lost in the Last Nine Months
ALLTEL CORP: Terminates Registration of 6 Class of Securities

AMERICAN AXLE: Fitch Puts Issuer Default Rating on WatchNeg.
AMERICAN AXLE & MANUFACTURING: Fitch Puts IDR on WatchNeg.
AMERICAN INT'L: Will Meet With Bankers on Asian Assets Sale
ARVINMERITOR: Fitch Puts Issuer Default Rating on WatchNeg.
ASCOTT DISTRIBUTORS: Case Summary & 20 Largest Unsec. Creditors

AVANI INT'L: Posts $150,323 Net Loss in the Last Nine Months
AVANTE SALON: Voluntary Chapter 11 Case Summary
B MOSS CLOTHING: Court Approves Going-Out-Of-Business Sales
BCE INC: $41BB Buyout Collapses as Buyers Terminate Deal
BERNARD L. MADOFF: SEC Sues Firm for Multi-Billion Ponzi Scheme

BERNARD L. MADOFF: District Court Appoints Receiver; TRO Entered
BOISE INC: S&P Keeps 'BB-' Corp. Credit Rating; Outlook Negative
BOLTHOUSE FARMS: Moody's Changes Probability Default Rating to B3
BYSYNERGY LLC: Files Amended Chapter 11 Plan of Reorganization
CADENCE INNOVATION: Gets Nod to Implement Employee Plans

CADENCE INNOVATION: Files Schedules Of Assets And Debts
CADENCE INNOVATION: Files Statement of Financial Affairs
CADENCE INNOVATION: Seeks to Sell 3 Michigan Plants
CADENCE INNOVATION: Wants Extension of Lease Decision Period
CALPINE CORP: $64-Million Debt Deal Assigned to Barclays

CALPINE CORP: Court OKs Deal With Rosetta on Claim vs. Estate
CALPINE CORP: Lays Off More Than 200 Workers at Fremont Plant
CALPINE CORP: Taps WestLB for Loans to Expand Deer Park Center
CAPITAL AUTO: Fitch Affirms 'BB' Rating on Class D Notes
CDX GAS: Files for Chapter 11 Bankruptcy in Texas

CDX GAS: Voluntary Chapter 11 Case Summary
CHARTER COMMUNICATIONS: Lazard to Start Talks With Bondholders
CHARTER COMM: Moody's Cuts Probability-of-Default Rating to Ca
CITADEL INVESTMENT: Halts Withdrawal from 2 Largest Hedge Funds
CITIGROUP INC: Settles w/ SEC, Buys Back $7 Bil. of Securities

CHRYSLER LLC: Auto Aid Rejected by Senate; Access to TARP Mulled
COMPTON PETROLEUM: S&P Downgrades Corporate Credit Rating to 'B'
COMPTON PETROLEUM FINANCE: S&P Cuts Sr. Unsec. Debt Rating to B-
COPIA: May Close Permanently After Court Rejects Plea for Loan
CREDIT GENESIS: Moody's Cuts Rating on $23MM Class B Notes to Ba1

DOUGLAS BOOKER: Case Summary & 20 Largest Unsecured Creditors
EASTMAN KODAK: S&P Cuts Corp. Credit Rating to 'B'; WatchNeg.
EL PASO: Files Amended Chapter 11 Plan and Disclosure Statement
EZ LUBE: Can Access Goldman DIP Facility and Cash Collateral
EZ LUBE: Court Approves Kurtzman Carson as Claims Agent

EZ LUBE: Section 341(a) Meeting Scheduled for January 16, 2009
EZ LUBE: Files Sale Protocol for All Assets; Lead Bidder Named
FEDERAL-MOGUL: Bankruptcy Court OKs Settlement w/ Former CEO
FIRST UNION: Interest Shortfalls Cue S&P's 'D' Rating on Class L
FORD MOTOR: Auto Aid Rejected by Senate; Access to TARP Mulled

FORD MOTOR: Fitch Puts Issuer Default Ratings on Negative Watch
FOSTER WHEELER: S&P Raises Corporate Credit Rating to 'BB+'
GENERAL GROWTH: Citigroup Inc. Holds 5.4% Stake
GENERAL GROWTH: Executives Acquire 1.8MM Shares of Common Stock
GENERAL GROWTH: In Talks With Lenders to Extend Mortgage Loans

GENERAL GROWTH: Morgan Stanley Discloses Ownership of 5.1% Stake
GENERAL GROWTH: Pershing Square, et. al. Disclose 7.5% Stake
GENERAL MOTORS: Auto Aid Rejected by Senate; Access to TARP Mulled
GENERAL MOTORS: E. Kullman Resigns from Board to Focus on DuPont
GENERAL MOTORS: May Lose 40% of Dealers If GMAC Goes Bankrupt

GLITNIR BANKI: KPMG Halts Probe on Pre-Bankruptcy Operations
GMAC LLC: Bankruptcy Would Cause GM to Lose 40% of Dealers
GMAC LLC: Delivery Time Extension Won't Affect S&P's Junk Ratings
HAVEN TRUST: State Regulator Seizes Bank; BBT to Assume Deposits
HAYES-LEMMERZ INT'L: Fitch Puts Issuer Default Rating on WatchNeg.

HAYES-LEMMERZ FINANCE: Fitch Puts IDR on Negative Watch
HEALTHSOUTH CORP: Court to Consider UBS Settlement on January 12
HLI OPERATING: Fitch Puts Issuer Default Rating on WatchNeg.
HORACE MANN: A.M. Best Assigns "bb+" Rating on Subordinated Debt
HOSPITALS INSURANCE: A.M Best Cuts FSR to "C-" & ICR to "cc"

JOHNSON CONTROLS: Fitch Puts Issuer Default Rating on WatchNeg.
KINETEK HOLDINGS: S&P Cuts Corp. Credit Rating to B-; Outlook Neg.
L&M STRATEGIC INVESTMENTS: Voluntary Chapter 11 Case Summary
LB-UBS COMMERCIAL: S&P Keeps Low-B Ratings on 6 Classes of Certs.
LB-UBS COMMERCIAL: S&P Junks Ratings on Class K & L Certificates

LEVEL 3 COMMUNICATIONS: Convertible Notes Offering to Expire Today
LEVITT AND SONS: Court Approves Unit's Sale of Laurel Canyon
LEVITT AND SONS: Gets Plan Support from Committees; BofA Balks
LEVITT AND SONS: Regency's Auction Protocol for Hartwood Okayed
LEVITT AND SONS: Wachovia Wants Plan Exclusivity Terminated

LEXINGTON PRECISION: Explains Terms of Reorganization Plan
LEXINGTON PRECISION: Files Second Amended Plan of Reorganization
LIBERTY MEDIA: S&P Affirms 'BB+' Ratings on 4 Certificates
MECACHROME INTERNATIONAL: Obtains Court Protection to Restructure
MEDIANEWS GROUP: Moody's Downgrades Ratings; Outlook Negative

MEDICAL SAVINGS: A.M. Best Cuts Financial Strength Rating to "E"
MEGA BRANDS: Moody's Lowers Corporate Family Rating to Caa2
MILLENIUM INORGANIC: S&P Raises Corporate Credit Ratings to 'B-'
MORGAN STANLEY: S&P Ups Ratings on 2008-7 Notes to AAA From BB
MORGAN STANLEY: Senior Banker Robert Scully Will Leave Firm

N. CAROLINA MUTUAL: A.M. Best Holds "B" Financial Strength Rating
NEIMAN MARCUS: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Neg.
NEWPORT TELEVISION: S&P Cuts Senior Unsecured Debt Rating to 'CCC'
NEWSWEEK: Will Lay Off Employees & May & Cut Focus on Print
NTELOS HOLDINGS: S&P Keeps BB- Corp. Credit Rating; Outlook Pos.

PIERRE FOODS: Emerges from Bankruptcy, Secures $95MM Exit Facility
PMA CAPITAL: A.M. Best Downgrades FSR to "C" & ICR to "b"
PRECISION PARTS: Financial & Economic Woes Cue Chapter 11 Filing
PRECISION PARTS: Case Summary & 30 Largest Unsecured Creditors
PRUDENTIAL STRUCTURED: S&P Cuts Ratings on B-1 & B-1L Notes to CC

PTA REINSURANCE: A.M. Best Assigns "B" Financial Strength Rating
QPC LASERS: Discloses $0.0021 Default Reset Price at December 1
RELIANT ENERGY: Emerges from Bankruptcy, Chapter 11 Plan Effective
RENFRO CORP: S&P Places 'B' Corp. Credit Rating on Negative Watch
RESIDENTIAL CAPITAL: S&P Junk Ratings Unaffected by GMAC Setback

RFMSI 2006-SA4: S&P Cuts Ratings on Class M-2 & M-3 Certs. to CC
SACRAMENTO YACHT: Files for Chapter 11 Protection
SAGEMARK COMPANIES: Appoints New CEO and Director, Settles Debt
SAGEMARK COMPANIES: Judgement on LaVilla Case May Cue Bankruptcy
SANDERSON STATE: Tex. Regulators Close Bank & FDIC Named Receiver

SEACOR HOLDINGS: Moody's Affirms 'Ba1' Corporate Family Rating
SGS INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
SGS INV: S&P Junks Ratings on Classes C and D Notes
SYSCAN INT'L: Wants Trustee Under Bankruptcy and Insolvency Act
TENNECO: Fitch Puts Issuer Default Rating on Negative Watch

TRIBUNE CO: Bankruptcy Invokes Default In Credit Facilities
TRIBUNE CO: Bankruptcy Signals Distress for Media Buy-Outs
TRIBUNE CO: Gets Interim Approval for $125MM Barclays Financing
TRIBUNE CO: To Pay Pre-Bankruptcy Dues to Customers
TROPICANA INN: Files Chapter 11 Plan of Reorganization

TRW AUTOMOTIVE: Fitch Puts Issuer Default Rating on WatchNeg.
TRW AUTOMOTIVE HOLDINGS: Fitch Puts IDR on Negative Watch
TUBE CITY: Moody's Places 'B1' CFR Under Review for Likely Cut
TWEETER OPCO: Court Appoints George L. Miller as Ch. 7 Trustee
TWEETER OPCO: Closes Stores; Trustee Seeks Clearance Sales

TWEETER OPCO: Ch. 7 Trustee Seeks to Retain Dilworth as Counsel
UNIFUND ASSURANCE: A.M. Best Upgrades FSR to "B" from "C+"
UNIVERSAL AMERICAN: A.M. Best Affirms "bb" Issuer Default Rating
VISTEON CORP: Fitch Puts Issuer Default Rating on WatchNeg.
YORK INT'L: Fitch Puts Issuer Default Rating on WatchNeg.

* A.M. Best Comments on U.S. Treasury's Capital Purchase Program
* A.M. Best: Pressure Mounting on Canadian Life Insurance Market
* A.M. Best Says D&O Market Braces for Steep Downturn
* Fitch Says U.S. Oil & Gas Credit Metrics to Fall in 2009
* Moody's Downgrades Ratings on 164 Notes by CDO Transactions

* Timothy Pohl Will Leave Skadden for Lazard

* BOND PRICING: For the Week of Dec. 8 - Dec. 12, 2008


                             *********

ABACUS 2005-1: S&P Ratings on 3 Classes of Notes Tumble to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes issued by ABACUS 2005-1 CB1 Ltd.

The lowered ratings follow a number of recent credit events within
the underlying portfolio, which have caused the class F and G
notes to incur complete principal write-downs and the class E-2
notes to incur a partial principal loss.  S&P lowered the ratings
on the remaining classes due to the decreased subordination
available to support the notes.

                         Ratings Lowered

                     ABACUS 2005-1 CB1 Ltd.

                                        Rating
                                        ------
          Class                 To                 From
          -----                 --                 ----
          A-1                   BBB+               A+
          A-2                   BBB-               BBB+
          B                     BB                 BBB-
          C                     CCC+               BB
          D                     CCC-               BB-
          E-1                   CCC-               B
          E-2                   D                  CCC+
          F                     D                  CCC-
          G                     D                  CCC-


AEROFLEX INCORPORATED: Moody's Affirms B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Aeroflex
Incorporated, Corporate Family and Probability of Default Ratings
at B3 and the Speculative Grade Liquidity rating at SGL-2.  The
rating outlook is positive.

The affirmation reflects the company's solid revenue growth and
EBITDA expansion since the consummation of the August 2007 LBO
despite the difficult demand environment for semiconductors and
test and measurement products due to the economic downturn.
Aeroflex demonstrated good top-line revenue growth via expanded
R&D investments and targeted product development that enabled the
company to move up the value chain and make good progress towards
broadening the applications for existing technologies to expand
into new end markets.  In fiscal 2008, the company achieved good
customer uptake for new products in the wireless, test and medical
market verticals.  The affirmation also considers the modest
improvement in leverage (as measured by debt to EBITDA) to 6.9x,
good free cash flow generation and the expectation that leverage
metrics will continue to improve due to continued EBITDA growth
and positive FCF generation applied to debt reduction.

The outlook is positive reflecting Aeroflex's exposure to the less
cyclical aerospace & defense (government) sector, well-diversified
product portfolio in which Aeroflex is the only (or principal)
supplier and a rich portfolio of new products expected to ramp and
contribute to revenues in 2009.  Though Aeroflex's recent
operating performance metrics suggest a B2 rating, the rating
agency expects sluggish demand from wireless and networking
commercial customers will impact the company's revenues over the
next several quarters.  How the company manages its operating
performance during the economic downturn over the next 6 -- 9
months will be an important factor in Moody's analysis for a
potential ratings upgrade.

The B3 corporate family rating continues to reflect the company's:
(i) high financial leverage and thin credit protection measures;
(ii) modest footprint and limited asset protection from a small
base of pro forma tangible assets; (iii) potentially increasing
competition longer-term from larger and well-capitalized
companies; (iv) exposure to weakening wireless end markets; and
(v) exposure to aerospace and defense electronics end markets,
which are currently experiencing strong demand but could
experience changes in procurement policies or the types of
products sourced by the government.  The rating also takes into
account Moody's hybrid security treatment for the $378 million of
sponsor preferred-like member interests in which 25% of the equity
is treated as debt-like and 75% is treated as equity-like.  As
such, Moody's adjustments incorporate the commensurate increase in
debt, equity and interest expense on Aeroflex's balance sheet and
income statement.

The B3 CFR also considers Aeroflex's leading market position as
the primary or sole source provider in niche markets, strong
intellectual property portfolio with proprietary technology,
highly visible and diversified revenue base with no specific
defense platform exposure, relatively stable competitive
landscape, mission-critical nature of its products with high
switching costs resulting in stable gross margins approaching 50%
(Moody's adjusted) and consistent operating profitability and
positive free cash flow generation.  The rating considers Moody's
expectation that Aeroflex's operating performance will continue to
benefit from a broadening of applications from existing
technologies, the secular outsourcing trend from primary
contractors and increasing dollar content as the company moves up
the value chain in the satellite and medical platforms.  Despite
relatively higher leverage (due to the LBO), the B3 CFR also
reflects the company's solid EBITDA margins, EBITDA less
capex/interest expense and FCF/debt measures, which are better
than its B3-rated peers and compensates for its higher leverage.

The SGL-2 rating reflects Aeroflex's modest liquidity from
internal sources, which consists of $73 million of cash balances
and Moody's expectation of $17 million of FCF generation in fiscal
2009.  External liquidity is supported by full access to a $50
million first lien revolver.  Aeroflex is expected to remain
compliant with its financial covenants over the next year.

These ratings were affirmed:

  -- Corporate Family Rating -- B3

  -- Probability of Default Rating -- B3

  -- $50 Million Senior Secured First Lien Revolver due 2013 --
     Ba3 (LGD-2, 21%)

  -- $400 Million (First-Out) Senior Secured Term Loan due 2014 --
     Ba3 (LGD-2, 21%)

  -- $125 Million (First-Loss) Senior Secured Term Loan due 2014 -
     B3 (LGD-4, 56%)

  -- $135 Million Senior Subordinated PIK Loan Facility due 2015 -
     Caa2 (LGD-6, 94%)

  -- Speculative Grade Liquidity Rating -- SGL-2

The last rating action was on September 4, 2007 when Moody's
affirmed Aeroflex's B3 corporate family rating and positive
outlook.

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

Headquartered in Plainview, New York, Aeroflex is a specialty
provider of microelectronics and test and measurement products to
the aerospace, defense, wireless, broadband and medical markets.
For the twelve month period ended September 2008, revenues
(Moody's adjusted) and EBITDA (Moody's adjusted) were $646 million
and $148 million, respectively.


ALITALIA SPA: CAI Buys Smaller Rival Air One, Reuters Says
----------------------------------------------------------
Reuters reported that Alitalia SpA's smaller rival Air One SpA
agreed Thursday last week to sell its operations to Compagnia
Aerea Italiana s.r.l., a consortium of Italian investors created
to save the national airline.

The purchase of Air One is part of CAI's rescue plan for Alitalia.
The transaction is expected to close by the end of the year.

Meanwhile, Reuters said the process of integrating Alitalia and
Air One to create "the new flagship carrier" will begin from
Jan. 13.

According to Reuters, Air One President Carlo Toto will reinvest
EUR60 million in the new airline.

                         About Alitalia

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

As reported in the TCR-Europe on November 7, 2008, Alitalia S.p.A.
filed for Chapter 15 protection with the U.S. Bankruptcy Court in
the Southern District of New York.  Italy's national airline
experienced financial difficulties for a number of years caused,
in large measure, by a combination of competition from low-cost
air carriers, poor management and onerous union obligations,
according to papers filed with the court.

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

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

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


ALLTEL CORPORATION: Posts $250MM Net Lost in the Last Nine Months
-----------------------------------------------------------------
Alltel Corporation reported financial results for three and nine
months ended Sept. 30, 2008.

The company reported a net loss of $55.2 million for three months
ended Sept. 30, 2008, compared to net income of $282.6 million for
the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred a
net loss of $250.0 million compared to net income of
$708.4 million for the same period in the previous year.

       Financial Condition, Liquidity and Capital Resources

For the nine months ended Sept. 30, 2008, Alltel's primary source
of liquidity was cash provided from operations.  Compared to the
corresponding period of 2007, the decrease in cash flows from
operating activities during the first nine months of 2008
reflected the payment of merger-related expenses and the effects
of higher interest costs resulting from the issuance of
$21.7 billion of additional long-term debt.

Recent distress in the financial markets has had an adverse impact
on financial market activities including, among other things,
extreme volatility in security prices, severely diminished
liquidity and credit availability, rating downgrades of certain
investments and declining valuations of others.  During the first
nine months of 2008, these factors have not had a material adverse
effect on the company's financial position, results of operations
or liquidity.  If the financial markets do not recover by Jan. 1,
2009, the annual valuation date for the determination of the
company's pension funding requirements, Alltel may be required to
contribute to the plan during the latter half of 2009 in order to
meet the minimum funding requirements under the Employee
Retirement Income Security Act of 1974, as amended.

After the completion of the Merger, Alltel has a substantial
amount of indebtedness and will incur significantly higher
interest costs which will adversely affect the company's future
operating results.  Alltel believes it has sufficient cash and
short-term investments on hand ($1,297.6 million at Sept. 30,
2008) and will generate adequate operating cash flows to finance
its ongoing requirements, including capital expenditures and the
payment of principal and interest related to its long-term debt
obligations.   Additional sources of funding available to Alltel
include additional borrowings of up to $1.5 billion available
under the company's revolving credit agreement.  Pursuant to the
terms of the merger agreement with Verizon Wireless, Alltel agreed
that between June 5, 2008, and the effective time of the merger,
Alltel would not incur any additional indebtedness (including the
issuance of any debt security) other than borrowings under the
revolving credit agreement made in the ordinary course of
business.

At Sept. 30, 2008, the company was in compliance with all of its
debt covenant.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $31.5 billion, total liabilities of $27.3 billion and
shareholders' equity of about $4.2 billion.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?361f

                        About Alltel Corp.

Headquartered in Little Rock, Arkansas, Alltel Corp. --
http://www.alltel.com/-- operates America's largest wireless
network, which delivers voice and advanced data services
nationwide to more than 13 million customers.  on November 16,
2007, Alltel was acquired by Atlantis Holdings LLC, a Delaware
limited liability company and an affiliate of private investment
funds TPG Partners V, L.P. an GS Capital Partners VI Fund, L.P.

Alltel disclosed plans on June 5, 2008, to be acquired by Verizon
Wireless.  The deal, which requires regulatory approval, is
expected to close by year's end.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2008,
Moody's Investors Service stated that Alltel Corporation's ratings
remain on review for possible upgrade (i)$2.3 billion senior
unsecured notes -- Caa1, LGD 6 (95%); (ii) $1.0 billion senior
unsecured toggle notes -- Caa1 LGD 5 (79%); (iii) corporate family
rating -- B2; and (iv) probability of default rating -- B2.


ALLTEL CORP: Terminates Registration of 6 Class of Securities
-------------------------------------------------------------
Scott T. Ford, president and chief executive officer of Alltel
Corporation, disclosed in a Form 15 filing with the Securities and
Exchange Commission that the company has terminated registration
of securities under Section 12(g) of the Securities

Exchange Act of 1934 and has suspended its duty to File Reports
Under Sections 13 and 15(d) of the Securities Exchange Act of
1934.

The Class of Securities and the approximate number of holders of
record as of the certification or notice date are:

                                          Approx. number of
    Class of Securities                   holders of record
    or notice date                        as of certification
    -------------------                   -------------------
    Alltel Corporation 7.00% Senior
    Unsecured
    Notes due June 2012                          96

    Alltel Corporation 6.50% Notes
    due November 1, 2013                         87

    Alltel Corporation 7.00% Notes
    due March 15, 2016                           79

    Alltel Corporation 6.80% Notes
    due May 1, 2029                              73

    Alltel Corporation 7.875% Notes
    due July 1, 2032                             91

    Western Wireless LLC 4.625% Convertible
    Subordinated Notes due 2023                   0

A full-text copy of the Form 15 filing is available for free at
http://ResearchArchives.com/t/s?361d

                        About Alltel Corp.

Headquartered in Little Rock, Arkansas, Alltel Corp. --
http://www.alltel.com/-- operates America's largest wireless
network, which delivers voice and advanced data services
nationwide to more than 13 million customers.  on November 16,
2007, Alltel was acquired by Atlantis Holdings LLC, a Delaware
limited liability company and an affiliate of private investment
funds TPG Partners V, L.P. an GS Capital Partners VI Fund, L.P.

Alltel disclosed plans on June 5, 2008, to be acquired by Verizon
Wireless.  The deal, which requires regulatory approval, is
expected to close by year's end.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2008,
Moody's Investors Service stated that Alltel Corporation's ratings
remain on review for possible upgrade (i)$2.3 billion senior
unsecured notes -- Caa1, LGD 6 (95%); (ii) $1.0 billion senior
unsecured toggle notes -- Caa1 LGD 5 (79%); (iii) corporate family
rating -- B2; and (iv) probability of default rating -- B2.


AMERICAN AXLE: Fitch Puts Issuer Default Rating on WatchNeg.
------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


AMERICAN AXLE & MANUFACTURING: Fitch Puts IDR on WatchNeg.
----------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


AMERICAN INT'L: Will Meet With Bankers on Asian Assets Sale
-----------------------------------------------------------
Dow Jones Newswires reports that American International Group Inc.
Chairperson and CEO Edward Liddy said on Thursday that the company
will discuss with investment bankers the potential sale of some of
the firm's Asian assets.

Jonathan Cheng at The Wall Street Journal relates that Mr. Liddy
said that he may not meet with potential buyers for some of AIG's
major Asian assets until January 2009.  The report says that
Prudential PLC, Prudential Financial Inc., and some Asian-based
insurers are among those expected to look closely at the assets.

Dow Jones states that AIG wants to sell a stake of up to 49% in
its Asian operation, American International Assurance Company
Ltd., and its shares in its Japanese joint ventures and American
Life Insurance Co.

According to Dow Jones, Mr. Liddy said in a speech at an American
Chamber of Commerce luncheon in Hong Kong, "Given the size and
complexity of our businesses, however, we recognize that an
announcement on these (divestitures) are a couple of months or
more into the future."

WSJ states that Mr. Liddy admitted that difficult markets and the
complexity of the terms of the U.S. government rescue could slow
the sale process for American International Assurance Co., which
bankers value at more than $20 billion.  The report says that
Citigroup Inc. and Goldman Sachs Group Inc. are handling the sale
of AIA.

Mr. Liddy, according to WSJ, said that AIG would take its time
considering offers to avoid a "fire sale."

             Retention Packages to Top Executives

WSJ reports that Mr. Liddy said AIG will retention packages to top
executives at the company's Asian life-insurance unit.

Mr. Liddy told the American Chamber of Commerce in Hong Kong that
the retention packages are needed to preserve franchise value
during the sale process of the Asian assets, WSJ relates.

According to WSJ, Mr. Liddy said that executives can leave anytime
but "we don't want individuals to leave."  The report says that
Mr. Liddy assured that AIG is "extremely" cautious with expenses.

                 About American International Group

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

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

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

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

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

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

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


ARVINMERITOR: Fitch Puts Issuer Default Rating on WatchNeg.
-----------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


ASCOTT DISTRIBUTORS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Ascott Distributors, Inc.
        dba House of Lights
        213 Rt 22 East
        Green Brook, NJ 08812

Case No.: 08-34638

Chapter 11
Petition Date: December 11, 2008

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

Debtor's Counsel: Theodore Liscinski, Jr., Esq.
                  265 Davidson Ave., Suite 200
                  Somerset, NJ 08873
                  Tel: (732) 469-9008
                  Fax: 732-469-9037
                  Email: tedliscinski@verizon.net

Total Assets: $216,930

Total Debts: $1,991,568

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

          http://bankrupt.com/misc/njb08-34638.pdf


AVANI INT'L: Posts $150,323 Net Loss in the Last Nine Months
------------------------------------------------------------
Avani International Group Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission its financial results
for the three and nine months ended Sept. 30, 2008.

The company reported net loss of $17,214 for three months ended
Sept. 30, 2008, compared to net loss of $72,614 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $150,323 compared to net loss of $264,654 for the same
period in the previous year.

                 Liquidity and Capital Resources.

As of Aug. 31, 2008, the company had working capital deficit of
$77,530.  Working capital as of Dec. 31, 2007, was $95,950.  The
decrease in working capital deficit is due to the comprehensive
loss of the company which occurred through the third fiscal
quarter of 2008.

Property, plant and equipment, net of accumulated depreciation,
totaled $82,804 on Aug. 31, 2008.  Property, plant and equipment,
net of accumulated depreciation, totaled $12,874 on Dec. 31, 2007.
The increase is due to the recovery of the Avani O2 equipment,
partially offset by depreciation during the nine month period in
2008.

The company continues to experience significant losses from
operations.  The company expects to re-commence operations of its
water business in Malaysia through a licensee or joint venture
arrangement.  The company believes that it will be able to meet
its anticipated expenditures for the 2008 period through some
combination of; deferment of paying certain accounts payable and
cash on hand.  However, beyond fiscal 2008, the company likely
will need to raise additional capital pursuant to the private
placement of its debt or equity.  The company also is exploring
other business opportunities for purposes of effecting a business
acquisition or combination.  In implementing a structure for a
particular business acquisition, the company may become a party to
a merger, consolidation, reorganization, joint venture, franchise
or licensing agreement with another corporation or entity.  As of
the date of this filing, the company has no formal plan, proposal,
agreement, understanding or arrangement to acquire or merge with
any specific business or company.

The company can not predict whether it will be successful in
raising additional capital, or whether it will be successful in
effecting any form of business acquisition or combination.  The
private placement of its capital stock in capital raising
transaction, or the issuance of capital stock in effecting any
form of business acquisition or combination may result in
significant dilution to existing shareholders.  If the company is
unsuccessful in raising required funds, it will have a material
adverse impact on the company and its ability to re-commence
operations and it future business in general.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1,177,542, total liabilities of $1,159,043 and capital of
$18,499.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3610

                    About Avani International

Headquartered in West Vancouver, Canada, Avani International Group
Inc. (OTC: AVIT) is seeking a joint venture partner or licensee in
the Far East, mainly Malaysia, for the purpose of re-commencing
operations utilizing the company's oxygenated equipment.  Under
this arrangement, the company expects that its licensee or joint
venture partner will engage in the actual manufacture and sale of
its oxygenated product, subject to the payment of a yet to be
determined royalty to the company.

As of Dec. 31, 2007, the company had not entered into any binding
arrangements regarding its proposed joint venture or licensee
arrangements.  The company previously constructed a bottling
facility and engaged in the business of bottling and distributing
a bottled water product under the trade name Avani Water, which is
oxygen enriched, purified bottled water produced from technology
developed by the company.

                       Going Concern Doubt

Jeffrey Tsang & Co., in Hong Kong, expressed substantial doubt
about Avani International Group Inc.'s ability to continue as a
going concern after auditing the 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.


AVANTE SALON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: AVANTE SALON, LLC
        dba AVANTE SALON & SPA
        2031 N POWER ROAD, SUITE 110
        MESA, AZ 85215

Case No.: 08-17901

Chapter 11
Petition Date: December 10, 2008

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

Judge: Randolph J. Haines

Debtor's Counsel: NATHAN E CARR, Esq.
                  1830 S. ALMA SCHOOL RD #104
                  MESA, AZ 85210
                  480-278-1278
                  Email: natecarrlaw@yahoo.com

Estimated Assets: $0 to $50,000

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.


B MOSS CLOTHING: Court Approves Going-Out-Of-Business Sales
-----------------------------------------------------------
The Hon. Novalyn L. Winfield of the United States Bankruptcy Court
for the District of New Jersey authorized B. Moss Clothing Company
Ltd. to conduct going-out-of-business sales of substantially all
their assets, free and clear of all liens and encumbrances.

Judge Winfield also authorized the Debtor to assume a prepetition
consulting agreement with ARG Recovery LLC.

The Debtor told the Court that it has an urgent need to sell its
assets for the benefit of all of its creditors.  The Debtor said
it is taking full advantage of the level of mall traffic, which is
at its peak between now and Christmas.

The Court has approved an employee incentive program in connection
with the assets sale.

                      About B. Moss Clothing

Headquartered in Secaucus, New Jersey, B. Moss Clothing Company
Ltd. -- http://www.bmossclothing.com/-- sells clothing Apparels.
The company filed for Chapter 11 protection on December 2, 2008
(Bankr. D. N.J. Case No. 08-33980).  Ilana Volkov, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard
PA, represent the company in its restructuring effort.  When
the company filed for protection from its creditors, it listed
assets and debts between $10 million to $50 million each.


BCE INC: $41BB Buyout Collapses as Buyers Terminate Deal
--------------------------------------------------------
Peter Lattman at The Wall Street Journal reports that the
$41 billion leveraged buyout of BCE Inc. buyout has collapsed.

As reported in the Troubled Company Reporter on Nov. 28, 2008,
BCE said it reached a final agreement with Teachers' Private
Capital, the private investment arm of the Ontario Teachers'
Pension Plan, Providence Equity Partners Inc., Madison Dearborn
Partners LLC and Merrill Lynch Global Private Equity, to complete
its privatization.  The all-cash transaction is valued at
C$51.7 billion or $48.5 billion including C$16.9 billion or
$15.9 billion of debt, preferred equity and minority interests.

WSJ relates that the buyers said that the deal was terminated due
to the failure to fulfill the contract's terms.  The report says
that the merger agreement expired on Thursday at 12:01 a.m.  The
buyers, states the report, said that they aren't responsible for a
$1.2 billion breakup fee.  BCE would sue the group over the
breakup fee, according to WSJ.

As reported by the TCR, accounting and valuation firm KPMG said
that BCE might not be able to meet the conditions of the merger
agreement.

According to WSJ, the buyers said that they still want to own BCE,
but sources said that the group will also take some measure of
relief from the deal's collapse, since the economic climate and
valuation of telecom firms has changed since July 2007, when the
agreement was reached.

WSJ states that Citigroup Inc., Deutsche Bank AG, Royal Bank of
Scotland Group PLC, and Toronto Dominion Bank would have absorbed
as much as $12 billion in losses from selling the debt package at
"steep markdowns" or by holding the debt on their books.  The
report says that because the buyout was terminated, the banks
won't have to provide about $34 billion in debt to finance the
deal.

After the termination of the proposed privatization agreement, BCE
said that it will return value to BCE shareholders with a
reinstated common share dividend and a new Normal Course Issuer
Bid (NCIB) common share buyback program.

Bell Canada will also continue its move forward as a re-energized
company with a clear goal -- to be recognized by customers as
Canada's leading communications company -- and the customer-
focused strategy and structure required to achieve it.

"Our enhanced operational performance in recent months confirms
that Bell is competing as a cost-effective and customer-focused
communications company.  The Bell team has implemented a range of
programs to deliver a better customer experience, and we are eager
to build on the clear progress we've already made," said George
Cope, President and CEO of Bell and BCE.  "Given this steadily
improving business trajectory, we view the dividend and share
buyback initiatives announced by BCE today as very attractive to
our shareholders now and going forward."

"The BCE Board of Directors is in full support of the operational
and investment strategy and capital market approach implemented by
our CEO George Cope and his executive team," said Richard J.
Currie, BCE and Bell Canada Board Chair.

Bell's Move Forward

In July 2008, Bell instituted a new strategy and a 100-day plan to
enhance its customer service capability, competitiveness and cost
efficiency.  With a strict focus on its core business as a
communications service provider, Bell is executing on five
strategic imperatives -- Improve Customer Service, Accelerate
Wireless, Leverage Wireline Momentum, Invest in Broadband Networks
& Services, and Achieve a Competitive Cost Structure -- to deliver
a better customer experience.

Beginning in July, Bell disclosed several significant operational
initiatives supporting its Strategic Imperatives, including:

     -- an organizational restructuring that reduced the number
        of management layers at Bell, bringing all team members
        closer to the customer, while reducing the number of
        management positions by 15%; ambitious new service
        programs like Same Day Next Day service and Express
        Install;

     -- major investments in its wireless and IP fibre networks,
        as well as its service infrastructure; and

     -- a bold new brand that highlights Bell's move forward in
        the business and consumer marketplaces.

Bell's cost reduction initiatives will result in savings of
approximately $400 million, an enhanced competitive position and,
as evidenced by the progress shown in BCE's third-quarter results,
steadily improving operational and financial performance
supporting Bell's future as a public company, and the shareholder
value initiatives.

Strong Balance Sheet and Liquidity

Maintaining a public company capital structure, underpinned by
strong investment grade credit metrics, BCE is retaining high
levels of financial liquidity to fund its maturing debt
obligations given today's market environment.  The company also
today announced new initiatives -- a reinstated common share
dividend and an NCIB program -- dedicated to returning value to
its shareholders.

Reinstated Common Share Dividend

BCE has reinstated its common share dividend and declared this
morning its fourth quarter of 2008 common dividend.  For
shareholders of record as of Dec. 23, 2008, a quarterly dividend
per share of $0.365 will be paid on Jan. 15, 2009.

NCIB Share Buyback Program

BCE will return capital to shareholders in the form of a Normal
Course Issuer Bid.  To that end, BCE will repurchase up to
approximately 5% of outstanding common shares, or 40 million
common shares.  The NCIB is subject to approval by the Toronto
Stock Exchange and will be carried out in accordance with the
requirements of the TSX and applicable laws.

"A share buyback is the most efficient method of distributing
capital to our shareholders, particularly given the current
valuation metrics of the company," said Siim Vanaselja, Chief
Financial Officer of BCE.  "The share buyback will be accretive to
earnings per share and cash flow.  Our improving operational
progress provides the Company with confidence in our ability to
return value to shareholders now and into the future."

Annual Shareholder Meeting

BCE's shareholders' meeting will be held on Feb. 17, 2009, in
Montreal.  At this meeting, the company will further outline
Bell's goal and 5 Strategic Imperatives and BCE's capital
structure and shareholder value initiatives, including its
dividend payout policy.

Return of share certificates

BCE has advised Computershare Investor Services Inc. that the
privatization transaction will not proceed.  As a result, holders
of BCE shares will maintain their status as BCE shareholders.
Computershare will return to depositing shareholders a share
certificate representing their deposited BCE common and preferred
shares and any ancillary documents it received from each such
shareholder by first class mail as soon as practicable.  For more
information, investors may contact Computershare at 1-800-564-
6253.

Termination of Cash Tender Offers

BCE and Bell Canada have terminated their previously disclosed
conditional cash tender offers for outstanding BCE 7.35% Series C
Notes due Oct. 30, 2009 (the BCE Notes), and outstanding Bell
Canada 6.15% Debentures, Series M-2, due June 15, 2009, and 5.50%
Debentures, Series M-16, due Aug. 12, 2010 (the Bell Debentures).
BCE and Bell Canada, respectively, have notified the depositaries
of the termination of the tender offers, that they will not accept
for payment or pay for any BCE Notes or Bell Debentures deposited
to the tender offers, and instructed the depositaries to promptly
return all BCE Notes and Bell Debentures deposited by the
tendering holders.

                          About BCE

BCE Inc. -- www.bce.ca -- is Canada's largest communications
company, providing the most comprehensive and innovative suite of
communication services to residential and business customers in
Canada. Under the Bell brand, the Company's services include
local, long distance and wireless phone services, high-speed and
wireless Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services.  BCE also
holds an interest in CTVglobemedia, Canada's premier media
company.  BCE shares are listed in Canada and the United States.

As reported in the Troubled Company Reporter on Sept. 3, 2008,
Fitch's ratings placed BCE Inc.'s 'BB-' issuer default and senior
unsecured debt ratings, as well as the 'BB-' issuer default and
senior unsecured debt ratings and 'B+' subordinate debt rating on
Bell Canada on Watch Negative.  The ratings were first placed on
Rating Watch Negative on July 3, 2007, when Fitch downgraded the
IDR and senior unsecured debt ratings to 'BB-' from 'BBB+' due to
BCE's acceptance of a leveraged buyout offer from an investor
group including Teachers Private Capital.


BERNARD L. MADOFF: SEC Sues Firm for Multi-Billion Ponzi Scheme
---------------------------------------------------------------
The Securities and Exchange Commission has charged Bernard L.
Madoff and his investment firm, Bernard L. Madoff Investment
Securities LLC, with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The SEC is seeking emergency relief for investors, including an
asset freeze and the appointment of a receiver for the firm.

The SEC's complaint, filed in federal court in Manhattan, alleges
that Mr. Madoff yesterday informed two senior employees that his
investment advisory business was a fraud.  Mr. Madoff told these
employees that he was "finished," that he had "absolutely
nothing," that "it's all just one big lie," and that it was
"basically, a giant Ponzi scheme."  The senior employees
understood him to be saying that he had for years been paying
returns to certain investors out of the principal received from
other, different investors.  Mr. Madoff admitted in this
conversation that the firm was insolvent and had been for years,
and that he estimated the losses from this fraud were at least
$50 billion.

"We are alleging a massive fraud -- both in terms of scope and
duration," said Linda Chatman Thomsen, Director of the SEC's
Division of Enforcement.  "We are moving quickly and decisively to
stop the fraud and protect remaining assets for investors, and we
are working closely with the criminal authorities to hold Mr.
Madoff accountable."

Andrew M. Calamari, Associate Director of Enforcement in the SEC's
New York Regional Office, added, "Our complaint alleges a stunning
fraud that appears to be of epic proportions."

According to regulatory filings, the Madoff firm had more than
$17 billion in assets under management as of the beginning of
2008. It appears that virtually all assets of the advisory
business are missing.

Mr. Madoff founded the firm in 1960 and has been a prominent
member of the securities industry throughout his career.  Mr.
Madoff served as vice chairman of the NASD, a member of its board
of governors, and chairman of its New York region.  He was also a
member of NASDAQ Stock Market's board of governors and its
executive committee and served as chairman of its trading
committee.

The complaint charges the defendants with violations of the anti-
fraud provisions of the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Advisers Act of 1940.  In
addition to emergency and interim relief, the SEC seeks a final
judgment permanently enjoining the defendants from future
violations of the antifraud provisions of the federal securities
laws and ordering them to pay financial penalties and disgorgement
of ill-gotten gains with prejudgment interest.

The SEC's investigation is continuing.

The SEC acknowledges the assistance of the U.S. Attorney's Office
for the Southern District of New York.

                 Two Firms Disclose Exposure

According to Bloomberg News, Nomura Holdings Inc., Japan's largest
brokerage, and Banco Santander SA disclosed investments tied to
Madoff.  Nomura said it has JPY27.5 billion ($302 million) at risk
linked to Bernard Madoff's investment funds.  Banco Santander,
Europe's second-biggest bank by market value, said its hedge-fund
unit invested EUR2.33 billion (US$3.1 billion) with Madoff through
its Optimal Strategic U.S. Equity fund.

Bloomberg adds that BNP Paribas SA, Europe's third-largest bank,
said it may lose as much as EUR350 million through indirect
exposure to Madoff's investment advisory business.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC is a leading
international market maker.  The firm has been providing quality
executions for broker-dealers, banks, and financial institutions
since its inception in 1960.  During this time, Madoff has
compiled an uninterrupted record of growth, which has enabled us
to continually build our financial resources.  With more than $700
million in firm capital, Madoff currently ranks among the top 1%
of US Securities firms.


BERNARD L. MADOFF: District Court Appoints Receiver; TRO Entered
----------------------------------------------------------------
The Honorable Louis L. Stanton, Federal Judge in the United States
District Court for the Southern District of New York, has
appointed Lee S. Richards of the law firm Richards Kibbe & Orbe
LLP as receiver over the assets and accounts of Bernard L. Madoff
Investment Securities LLC.

The Securities and Exchange Commission has sued Mr. Madoff and his
firm before the District Court with securities fraud for a multi-
billion dollar Ponzi scheme that Mr. Madoff perpetrated on
advisory clients of his firm.

The SEC won emergency relief for investors, including an asset
freeze and the appointment of a receiver for the firm.  At the
behest of the Securities and Exchange Commission, the U.S.
District Court for the Southern District of New York has issued a
temporary restraining order against Mr. Madoff and Bernard L.
Madoff Investment Securities, barring them from violating Sections
206(1) and 206(2) of the Investment Advisers Act of 1940, among
other rules and statutes.  The Court also freezes Madoff's assets.

"It appears that an order freezing [Madoff's] assets, as specified
herein, is necessary to preserve the status quo, and to protect
this Court's ability to award equitable relief in the form of
disgorgement of illegal profits from fraud and civil penalties,
and to preserve the Court's ability to approve a fair distribution
for victims of the fraud," District Stanton said.

The Court has asked Madoff to show cause on December 19, 2008, why
the SEC's request, including the asset freeze, should not be
granted on a final basis.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC is a leading
international market maker.  The firm has been providing quality
executions for broker-dealers, banks, and financial institutions
since its inception in 1960.  During this time, Madoff has
compiled an uninterrupted record of growth, which has enabled us
to continually build our financial resources.  With more than $700
million in firm capital, Madoff currently ranks among the top 1%
of US Securities firms.


BOISE INC: S&P Keeps 'BB-' Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Boise, Idaho-based Boise Inc. to negative from stable.
At the same time, S&P affirmed its ratings on Boise, including the
'BB-' corporate credit rating.

The outlook revision reflects uncertainties regarding Boise's
financial performance over the next several quarters in light of
the U.S. recession and prospects for difficult operating
conditions.  If 2009 earnings do not improve from the level of the
12 months ended Sept. 30, 2008, or Boise does not reduce debt, the
company could be challenged to comply with financial covenants
that tighten throughout the year.

"Specifically," said S&P's credit analyst Pamela Rice, "we are
concerned about the narrow cushion under Boise's maximum leverage
covenant, which declines progressively to 3.75x at year-end 2009
from 4.75x at Sept. 30, 2008.  In the near term, S&P believes that
Boise's financial results should benefit from the substantial
decline in most raw material and energy costs, although the
sustainability of these decreases is uncertain."

Product prices have been holding up fairly well, and Boise's
portfolio includes a good proportion of less-cyclical specialty
products and products sold to relatively stable packaging end
markets.

Ms. Rice said, "We are concerned that demand for the company's
commodity products could decline more than expected, causing
pressure on prices, despite the industry's capacity management
efforts."

Boise is the third-largest producer of uncoated freesheet in North
America.  It also manufactures containerboard, corrugated
products, and newsprint.

"We could lower the ratings if leverage does not improve
sufficiently to ensure that the cushion under its financial
covenants exceeds 10%," Ms. Rice said.  "We could revise the
outlook to stable if the company is able to generate better-than-
expected earnings and cash flow during the economic downturn to
reduce debt and strengthen its credit measures to S&P's targeted
levels.  For a revision to stable, S&P expects debt to EBITDA in
the 3.5x to 4x range and EBITDA interest coverage of 3.0x to
3.5x."


BOLTHOUSE FARMS: Moody's Changes Probability Default Rating to B3
-----------------------------------------------------------------
Moody's Investors Service changed the probability of default
rating for Wm. Bolthouse Farms, Inc. to B3 from B2, and the rating
outlook to negative from stable.  These actions reflect concern
that tight cushion under financial covenants could erode further.
The company's B2 corporate family rating and the ratings on first
lien debt were affirmed, reflecting Moody's expectation that
credit ratios will remain appropriate for Bolthouse's rating
level.  The rating on Bolthouse's second lien debt was lowered to
Caa2 from Caa1 as a consequence of the lowering of the probability
of default rating.

Ratings lowered, and LGD assessments adjusted:

  -- Probability of Default rating to B3 from B2

  -- $135 million 2nd lien term loan due December 2013 to Caa2
     (LGD5, 80%) from Caa1 (LGD6, 91%)

Ratings affirmed, and LGD assessments adjusted:

  -- Corporate Family rating at B2

  -- $75 million 1st lien revolving credit agreement expiring in
     December 2011 at B1; LGD rates to LGD2/28% from LGD3/ 41%

  -- $500 million (original principal) 1st lien term loan due
     December 2012 at B1; LGD rates to LGD2/28% from LGD3/ 41%

The cushion on the company's 1st lien leverage covenant was tight
at about 4% at Sept. 30, 2008, and is likely to remain modest,
especially when the leverage covenant steps down in March.  To
boost cushion, Bolthouse will have to grow sales and/or profit
margins at a time when cost-conscious consumers may be less
willing to buy premium priced products, such as Bolthouse's
beverages and salad dressings.  In the six months ended Sept. 30,
for example, concentrate sales to Japan fell in the face of
reduced demand by retail end-users in a tough economy.  Should
Bolthouse's covenant cushion be expected to be abundant for the
foreseeable future, Moody's would likely change the probability of
default rating back to B2 and change the outlook back to stable.

The affirmation of the company's B2 corporate family rating
incorporates Bolthouse's benefits from its position as the larger
of two providers of most domestic carrot products -- the two
players have over 90% domestic market share -- and vies with
another major player for the leading market share in the healthy
beverage industry.  This market position allows the company to
price appropriately and to introduce new products such as yogurt-
based salad dressings to an extensive retail customer base.

Headquartered in Bakersfield, California, BF Bolthouse Holdco, LLC
through its operating subsidiaries including Wm. Bolthouse Farms,
Inc., is a grower, processor and distributor of peeled and cut
carrots and carrot products, and a producer of fruit and vegetable
based beverages.  Revenues for the twelve months ended Sept. 30,
2008 were approximately $656 million.  The company is majority
owned and controlled by an affiliate of private equity firm
Madison Dearborn Capital Partners IV, L.P. Moody's most recent
rating action on Wm. Bolthouse Farms on November 29, 2007 affirmed
the company's ratings and maintained a stable outlook.


BYSYNERGY LLC: Files Amended Chapter 11 Plan of Reorganization
--------------------------------------------------------------
Bysynergy, LLC submitted to the U.S. Bankruptcy Court for the
District of Arizona an Amended Chapter 11 Plan of Reorganization
and Amended Disclosure Statement.

The Plan will be funded from three principal sources of revenue:

  (1) The Amended Plan will receive immediate capital from
      Michael Zito, the Debtor's sole shareholder, who will invest
      $750,000 in additional equity within 2 days of Confirmation.

  (2) The Amended Plan plan will receive funding from two bulk
      sales of units which will close on or before the effective
      date.  Category I contracts will yield net proceeds of
      $3,411,000, with the purchaser paying all closing costs.
      The purchaser has required that all these proceeds will go
      to fund the remaining infrastructure construction.  Categoy
      II Contracts will yield net proceeds of $2,643,000, with the
      purchaser paying all closing costs.  The full amount of the
      proceeds from Contract II will be paid to M&I Bank as a
      reduction of the amount of its allowed claim.

  (3) The Amended Plan will receive proceeds from the orderly sale
      of lots.  These sales will be generated through
      incentivizing early buyers through deep discounts to
      generate the immediate cash critical to completing the
      103 remaining single family detached Finally Platted Lots in
      Yavapai County, known as Bella Terra on Oak Creek.

                       Treatment of Claims

Class 1 consists of all Allowed Claims entitled to such priority
under Sections 503, 507 and 1129 of the Bankruptcy Code.  All
Class 1 claims are unimpaired, and will be paid on the effective
date.  Although the Debtor is unaware of any Priority Claims,
portions of the $750,000 additional equity contribution could be
available to fund any such claims.

Class 2.A shall consist of the Allowed Secured Claim of M&I Bank
in the amount of $10,987,495.  M&I will receive a payment of
$2,643,000 upon the closing of the category II contracts.  M&I
will receive additionally repayment of its Allowed Claim in the
form of release payments made upon the sale of lots.  This Class
in impaired.

Class 2.B shall consist of the Allowed Secured Claim of Fred
Schuerman in the amount of $1,625,000.  Mr. Shuerman will receive
no interest on his claim and will receive repayment of his Allowed
Claim in the form of release payments made upon the sale of lots.
This Class is impaired.

Class 2.C shall consist of an Allowed Secured Tax Claim by Yavapai
County against the Debtor in the amount of $82,373.  This claim
will be paid ratably upon the sale of each lot securing such
claim, and will accrue interest at the Amended Plan Rate of 6%.
This Class in impaired.

Class 2.D shall consist of the Allowed Secured Claim of Tiffany
Construction in the amount of $676,994.  The first $439,369 is to
be paid within 10 days of Confirmation from the additional equity
being invested into the Debtor by Michael Zito.  The remaining
$237,624 will be paid from the proceeds of the category II
contracts used to fund the remaining infrastructure development.

Class 2.E shall consist of the Allowed Secured Claim of George
Raluy, as filed in Claim No. 21 in the Claim Register, in the
amount of $150,000.  George Raluy will be paid the amount of his
claim at the time of the sale of the lot securing his claim.  His
Claim No. 7 will be expunged.

Class 3.A General Unsecured Claims, Class 3.B Deficiency Claims,
Class 3.C Loans, Class 3.D Commissions/Salaries and Class 3.E
Professionals Services will receive payment, pari passu, with each
other Class 3 Claimant based upon the amount of distribution
allocated proportionately to each Allowed Claim.  Distributions
will be made by way of a release payment upon the sale of lots.
All Sub-classes of Class 3 are impaired.  Class 3.A, Class 3.D and
Class 3.E will receive no interest on their Allowed Claims.  The
Debtor does not anticipate any Class 3.B Claims.  Class 3.C Loans
will receive interest on their Allowed Claims at the Amended Plan
Rate of 6% per year, calculated from the maturity date of each
note.

Class 4 shall consist of Non-Debtor Claims, Subordinated Claims of
Insiders, Affiliates and Ineligible Creditors, and Erroneously
Scheduled Claims.  This Class is impaired.  The claims of Class 4
creditors will be disallowed in their entirety.  If any portion of
any Class 4 Claim is ultimately deemed allowed by the Bankruptcy
Court, such Claim will be reclassified as a Class 3.A Claim and
share pro rata in any distributions.

Class 5 consists of Membership Interests in the Debtor.  This
Class is impaired.  All Class 5 Membership Interests shall be
preserved.

A full-text copy of Bysynergy, LLC's Amended Chapter 11 Plan of
Reorganization is available for free at:

               http://researcharchives.com/t/s?3625

A full-text copy of Bysynergy, LLC's Amended Disclosure Statement
in available for free at:

               http://researcharchives.com/t/s?3624

                       About Bysynergy LLC

Based in Sedona, Arizona, Bysynergy, LLC is a single purpose,
single asset Delaware limited liability comnay, which primarily
owns 103 single family dtached Finally Platted Lots in Yavapai
County, known as Bella Terra on Oak Creek.  The Debtor filed for
Chapter 11 protection on June 25, 2008 (Bankr. D. Ariz. Case No.
08-07680).  Jonathan P. Ibsen, at Jaburg & Wilk, PC, represents
the Debtor as its counsel.  Steven J. Brown, Esq., at Steve Brown
& Associates, LLC, represents the Official Committee of Unsecured
Creditors as counsel.  When Bysynergy, LLC filed for protection
from its creditors, it listed assets of between $10 million and
$50 million, and debts of between $10 million and $50 million.


CADENCE INNOVATION: Gets Nod to Implement Employee Plans
--------------------------------------------------------
Cadence Innovation LLC and its affiliate New Venture Real Estate
Holdings, LLC won approval from the U.S. Bankruptcy Court for the
District of Delaware to (i) maintain a retention plan and
severance plan for non-insider salaried employees; and (ii)
implement a performance-based officer incentive plan.

The Debtors recount that a key element of the Final DIP Order and
other financial accommodations is the sale of their Chesterfield,
Michigan plant and other milestones within a short timeframe.
With the intent of maximizing the highest value possible for
their estates, the Debtors believe that the continuation of the
Plans will ensure the Debtors' employees' availability while the
sale of assets are on-going.  The Debtors add that well-
compensating and incentivizing the employees will be key in
preserving the estates' value.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, General
Motors Corporation, Chrysler LLC, Roberta A. DeAngelis, and the
Official Committee of Unsecured Creditors voiced their objections
to the Retention, Severance and Officer Incentive Plans.

The U.S. Trustee objected to the Officer Incentive Plan citing
that the Debtors have not demonstrated that: (i) certain payments
under the Officer Incentive Plan are not retention payments to
insiders, (ii) the Incentive Plan is justified given the facts and
circumstances of the Debtors' cases, and (iii) the Incentive Plan
represents the actual, necessary costs of preserving the estates.
GM points out that as the Debtors have not identified an
independent source of financing for the Plans, the Plans must be
funded out of the estate assets, including the collateral pledged
to GM under the Term Loans.  The Committee filed its objection
under seal.

                  Retention and Severance Plans

The Retention Plan is essentially similar to the Debtors'
prepetition Retention Bonus Program and is designed to
incentivize salaried employees comprising five non-insider
executives and 36 key employees, to remain with the company.
These employees are vital to the manufacturing process and
finance and integral to the company's daily operations.  The
Debtors point out that given the immense talent of these
employees, it is crucial to retain them to avoid attrition.

Under the Retention Plan, the eligible employees would be
entitled to receive 75% of the Retention Bonus Program, which 25%
has been awarded during the second quarter of 2008, within 30
days after the (i) sale and shutdown of facilities or (ii) wind-
down of the Debtors' business and sale of assets or (iii)
involuntary termination by the management because a participant's
services are no longer needed.  If all Employees remain employed
by the Debtors through the Retention Date, the maximum cost of
the Retention Plan would be $810,000.

The Severance Plan is designed to incentivize salaried employees
comprised of (i) five non-insider executives, (ii) 36 key
employees throughout the organization and 120 employees in the
Debtors' headquarters, and (iv) 175 salaried employees in the
Debtors' five plants and one service center.

Under the Severance Plan, the baseline severance amount is one
week of pay per year of service and would include variable
minimums and maximums based on an employee's level in the
organization.  Majority of eligible participants under the
Severance Plan are not entitled to more than 12 weeks of
severance benefits and employees who are either terminated "for
cause" or on their own volition are also not eligible for
payments under the Severance Plan.  Assuming half of the
Employees are severed, the cost of the Plan is $1,230,000.

The Debtors clarified that the Plant Employees will not be paid
severance given the potential purchase of those facilities and
their possible employment by the purchaser.  In the event any of
those facilities are acquired, it is anticipated that severance
pay will be applicable only to those employees the purchaser is
not required through negotiation to employ or those employees not
offered employment by the purchaser.  The cost of implementing
the Severance Plan would be $1,450,000 if all employees are
severed.

          Performance-Based Officer Incentive Plan

The Incentive Plan is designed to:(i) deliver enhanced value to
the Debtors' estates by incentivizing officers to achieve the
highest possible sales price for the Debtors' assets; (ii)
provide the Debtors' officers with competitive compensation;
(iii) align the officers' pay with performance; and (iv) promote
an aggressive timetable to achieve the Sale Milestones.

Board-appointed officers who are eligible to participate in the
Incentive Plan are the (i) chief executive officer, (ii) chief
financial officer, (iii) senior vice president of human
resources, and (iv) vice president of finance, controller.  They
are, however, exempted to participate in the Retention and
Severance Plans.

The Officers' rewards will be based on these metrics: (i) size of
the asset realization value, (ii) sale of Chesterfield as a going
concern, and (iii) pay down of the Bank of America portion of the
DIP financing facility.  Each metric will represent one third of
the incentive target levels and the percentage of payout under
the first and third metrics depends on percentage of the target
obtained.

The maximum cost of the Incentive Plan is $628,000 for all the
Officers.  The incentive period began August 26, 2008, and will
end on the date that the Board or the Court determines that the
Officers are no longer required.  If an Officer gets terminated
without cause, the incentive payment will be based on the results
obtained as against the metrics as of the termination date.  For
any other termination, the incentive payment is forfeited.

The Debtors thus see it fair and necessary to reward the Officers
based on their performance for the furtherance of the Debtors'
goals.  The Debtors, however, assure the Court that based on Buck
Consultants' market analysis, the compensation of the Officers is
well below market median.

Norman L. Pernick, Esq., at Cole Schotz, Meisel, Forman &
Leonard, P.A., stresses that the Debtors' ability to maintain the
stability of their businesses and the value of their estates is
hinged on the continued employment and morale and motivation of
critical employees.  Without these incentives, the Debtors will
most certainly find their key employees looking for jobs
elsewhere as these employees have the skills that could attract
better employment opportunities, he stresses.

More importantly, the continuance of the Retention and Severance
Plans do not conflict with Sections 503(c)(1) or 503(c)(2) as
they apply only to payments that are meant to induce insiders to
remain with a debtor's business.  Mr. Pernick attests that
neither the Retention nor Severance Plans violate Section
503(c)(3) because the payments are justified by the facts and
circumstances of these speedy and complex bankruptcy cases.  In
the same way that the Incentive Plan also conforms with Section
503(c) as it consists of strictly performance-based payments.

Moreover, the Debtors seek the Court's permission to file under
seal the Buck Report as it contains sensitive information
including the base salary of the Officers, the proposed incentive
payment and peer survey data.  The Debtors intend to serve the
unredacted version of the Buck Report to the U.S. Trustee and the
Official Committee of Unsecured Creditors with response or
objections to be filed with the Court under seal and be served to
the Debtors.

                          *     *     *

Prior to the hearing, the Debtors' counsel informed the Court that
the Committee's objections have been resolved.  The terms of the
Employee Plans have been modified to address certain of the
objections.

The Court has approved the Employee Plans, subject to
modifications.  The Court strikes out the condition hinging the
Debtors' authority to make any payments under the Plans to the
full, complete and permanent pay down of the DIP Loans to GM and
Chrysler pursuant to the DIP Final Order.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Files Schedules Of Assets And Debts
-------------------------------------------------------
A.    Real Property                                          $0

B.    Personal Property
B.1   Cash on hand
         Petty Cash Fund -- Chesterfield                  1,519
         Petty Cash Fund -- Hillsdale                       719
         Petty Cash Fund -- Hartford City                   687
         Petty Cash Fund -- Malyn                           500
         Petty Cash Fund -- Service                         334
         Petty Cash Fund -- Groesbeck                       315
         Petty Cash Fund -- Masonic                         254
B.2.  Bank Accounts
         Bank of America Customer 3756626489          1,523,798
         JP Morgan Chase 695212043                    1,318,579
         Bank of Tokyo-Mitsubishi UFJ 15010129363101     17,957
         Bank of America Customer 3756626489           (530,000)
         Bank of America 3299124919                           -
         Bank of America Customer 3756626476                  -
         JP Morgan Chase 695212084                            -
         Bank of America 3165                                 -
         Bank of America Customer 3756626502                  -
B.3   Security Deposits
         GE Capital Solutions                         1,124,085
         GE Capital Solutions                           778,146
         Cole Schotz                                    625,000
         977 Fourteen Mile Rd Ass.                      500,000
         Merrill Lynch & Co., Inc.                      413,923
         Kruass Maffeis for GE Capital                  404,767
         FTI Consulting                                 250,000
         Merrill Lynch & Co., Inc.                      229,344
         Katten Muchin                                  210,138
         Merrill Lynch & Co., Inc.                      200,903
         Butzel Long                                    192,000
         Merrill Lynch & Co., Inc.                      108,375
         SEMCO Gas                                      102,641
         Kramer Levin                                   100,000
         Merrill Lynch & Co., Inc.                       90,482
         Merrill Lynch & Co., Inc.                       87,307
         Merrill Lynch & Co., Inc.                       77,115
         Merrill Lynch & Co., Inc.                       73,045
         Madison Escrow Deposit with Metropolitan
          Tile Company                                   42,465
         Jenoptik Laser Technologies                     30,927
         Jenoptik Laser Technologies                     24,900
         Bishop Energy Services                          14,271
         RSM McGladrey                                   12,000
         Workers Comp Deposit with Presidium             10,000
         Middle Market Banking                            7,000
         SEMCO Gas                                        5,000
         Servcorp                                         1,931
B.4   Household goods                                      none
B.5   Books, and other collectibles                        none
B.6   Wearing apparel                                      none
B.7   Furs and jewelry                                     none
B.8   Firearms and sports equipment                        none
B.9   Interests in insurance policies                      none
B.10  Annuities                                            none
B.11  Interest in an education IRA                         none
B.12  Interests in IRA, ERISA, Keogh or other pension      none
B.13  Stocks and Interests
         New Venture Finance LLC                     42,998,448
         New Venture Real Estate Holdings LLC        38,784,865
         New Venture Real Estate Holdings (OH) LLC            -
         New Venture Management Holdings LLC                  -
         New Venture Management Company LLC                   -
         Plasof Holdings B.V.                           unknown
B.14  Interests in partnerships or joint ventures          none
B.15  Government and corporate bonds                       none
B.16  Accounts Receivable
         Trade Receivables
            General Motors Corporation               28,477,179
            Chrysler Corporation                     27,049,424
            Android Industries                        8,461,959
            Service Other                               363,290
            TRW Automotive Electronics                  350,676
            Recticel Interiors North                    212,294
            Jackson Plastic Inc.                        160,571
            Allos Corporation                           156,907
            Ford Motor Company                          152,148
            LLC AutomobilePlant-Gaz                     124,698
            Stellar Engineering                          68,468
            Autoliv                                      58,426
            L. Lewallen Co. Inc.                         68,365
            Complete Prototype Services                  28,087
            Industrial Resin Recycling, Inc.             20,723
            Bailey Hartford City - Intercompany          18,112
            Isuzu Motors America                         17,560
            Hope Global of Detroit                       15,744
            Motorola                                          -
            Tecstar Engineering                          (2,750)
            Plastech Corporation                         10,245
            Mitsubishi International Corp.               10,616
            Multimatic                                   10,147
            35 West Wilmont                               8,846
            Richmond Hill, Ontario, L4B 1L7               6,174
            Trim X Technologies                           6,199
            332 Industrial Drive                          6,030
            Imlay, MI 48444                               5,328
            BATA Plastics                                 3,242
            Baja Marine                                   1,085
            Plastic Molding Development                     781
            Audiovox Corporation                          1,035
            Continental Plastics Co.                        412
            Moonroof Corp. of America                       210
            QEK Global Solutions (US) Inc.                  180
            Mopar                                            93
            H.S. Die & Engineering                            0
            Western Star Trk Plt Portland                (2,926)
            Collins & Aikman                                  -
            Complete Surface Technologies                     -
         Intercompany Receivables                       251,019
B.17  Alimony and support                                  none
B.18  Other Liquidated debts owing to tax refunds          none
B.19  Equitable or future interests                        none
B.20  Contingent and non-contingent interests              none
B.21  Other contingent and unliquidated claims             none
B.23  Patents, copyrights and intellectual property
         Method of Manufacturing an InMold Laminate
          Component 7425122                             unknown
         Method of Manufacturing an InMold Laminate
          Component 7101505                            unknown
         A full-text copy of Patents is available for free at:
           http://bankrupt.com/misc/Cadence_B23Patents.pdf
B.24  Customer lists                                      none
B.25  Automobiles
         Ford 150                                       18,335
         Toyota Sienna                                  16,866
         Ford Shelby                                   unknown
         Ford Shelby                                   unknown
         Antique Electric Car                          unknown
         1994 Mack Tractor                                   -
         1998 Chevy Astro Van                                -
         1994 Ford F250                                      -
         1998 Ford F250                                      -
         1999 Ford F450                                      -
         2001 Western Millenium Tractor                      -
B.26  Boats, motors and accessories                       none
B.27  Aircraft and accessories                            none
B.28  Office equipment, furnishings and supplies
         Chesterfield                                2,177,393
         Hillsdale                                     126,486
         Masonic                                       104,356
         Groesbeck                                          15
         Malyn                                               0
         Processing Center                                   0
         Holly Road                                          0
         Hartford City                                       0
         Conneaut                                            0
         SMC                                                 0
B.29  Machinery and equipment used in business
         Chesterfield                               31,259,701
         Masonic                                     7,356,142
         Hillsdale                                   6,014,679
         Hartford City                               1,992,098
         Groesbeck                                     755,410
         Malyn                                          97,647
         Processing Center                              48,276
         Holly Road                                          -
         Conneaut                                            -
         SMC                                                 -
B.30  Inventory
         Parts, Raw Materials, and WIP
            Chesterfield                             9,172,299
            Groesbeck                                1,055,556
            Masonic                                  1,956,132
            Hillsdale                                1,729,459
            Hartford City                              504,562
            Malyn                                      280,520
B.31  Animals                                             none
B.32  Crops                                               none
B.33  Farming equipment                                   none
B.34  Farm supplies                                       none
B.35  Other personal property
         Plashof Holdings B.V. Intercompany
          Receivable                                 1,973,118
         Escrow Fund Deposits                        1,162,762

         Various Taxing Authorities Prepayments        605,131
         Various Insurance Companies Deposits          537,130
         Engineering Prepayments                       261,144
         Cadence Innovation SRO                         32,464
         Commissioned Agent Prepayments                 16,690
         Bishop Energy Natural Gas Deposits              8,930

      TOTAL SCHEDULED ASSETS                      $225,217,639
      ========================================================

C.    Property Claimed as Exempt                Not Applicable

D.    Creditors Holding Secured Claims
         Bank of America NA                         42,659,094
         997 E 14 Mile Road Cadence LLC              1,430,686
         Delta Tooling Co.                           1,253,881
         H.S. Die & Engineering Inc.                   654,670
         Trim X Technologies                           324,980
         RCO Engineering Inc.                          270,545
         Branson Automotive Group                      262,385
         997 E 14 Mile Road Cadence LLC                119,137
         QCR Tech LLC                                  110,280
         T A Systems Inc.                              101,084
         Carcoustics USA Inc.                           86,245
         WK Industries Inc.                             74,700
         Tenibac Graphion Inc.                          72,265
         Summit Polymers                                48,962
         KPI Keen Point International                   42,175
         Bank of America                                38,200

         Su Dan Corporation                             35,300
         SEMCO Inc.                                     31,013
         DECO Tools Inc.                                27,182
         Siegel Robert Automative                       25,283
         Janesville Accoustics Patters                  22,170
         Northern Engraving Corporation                 20,520
         Recticel Interiors North                       19,149
         Mold Tech                                       6,000
         Sellner Behr Corporation                        5,954
         Express Gage Inc.                               2,990
         Bank of America                                 2,163
         Jenoptik Laser Technologies USA Corp.           2,050
         Delphi Packard Electric System                  1,365
         Triway                                            900
         Piolax Corporation                                875
         Bank of America, as admin. Agent              unknown
         A & J Automation                              unknown
         Acord Holdings LLC                            unknown
         ACS Auxiliaries Group Inc.                    unknown
         AIG Commercial Equipment Finance              unknown
         Bell Fork Lift Inc.                           unknown
         City of Fraser                                unknown
         Complete Prototype Services Inc.              unknown
         DEMAG Plastics Group Corp.                    unknown
         Ervin Leasing Company                         unknown
         G.S. Leasing Inc.                             unknown
         GB Sales & Service Inc.                       unknown
         Hewlett Packard Financial                     unknown
         IBM Credit LLC                                unknown
         Industrial Automation LLC                     unknown
         Key Equipment Finance Inc.                    unknown
         Kimastle Corporation                          unknown
         Krauss Maffei Corporation                     unknown
         Mattson Tool & Die Corp                       unknown
         Merrill Lynch Capital                         unknown
         Metro Technologies                            unknown
         Michigan Gage & Manufacturing LLC             unknown
         NMHG Financial Services Inc.                  unknown
         Oakwood Metal Fabricating Company             unknown
         Orbitform Group LLC                           unknown
         Phillips Tool and Mould Windsor Limited       unknown
         Plastic Systems                               unknown
         Reko Tool & Mould 1987 Inc.                   unknown
         Relational LLC                                unknown
         Sigma Tool                                    unknown
         The Conair Group Inc.                         unknown
         Toyota Motor Credit Corporation               unknown
         US Gauge & Fixture Inc.                       unknown
         Valiant Tool & Mold Inc. Division             unknown
         Viking Products Inc.                          unknown
         Welsh & katz Ltd.                             unknown

E.    Creditors Holding Unsecured Priority Claims
         Vacation Accrual                            2,049,983
         Health Ins                                    977,390
         Workers Comp                                  784,252
         State of Michigan                             533,218
         City of Fraser                                408,909
         Charter TWP of Chesterfield                   353,838
         401K Withholdings                             264,882
         Wages Payable                                 260,017
         Other Employee related                        255,440
         City of Troy                                  199,823
         Accrued Payroll Taxes                         111,135
         Raj Shah                                      105,000
         Grand Blanc Charter TWP                       103,696
         Charter Township of Clinton                    81,623
         City of Hillsdale                              63,828
         401k Match                                     60,879
         Blackford County                               38,786
         Robert C. Trombley                              1,699
         Reubens Perdomo                                   787
         City of Portland                                  441
         Petty cash/Christine Whitehead                    434
         Gary Feger                                        412
         State of Michigan CD                              410
         James G. Skeans                                   331
         Dennis Schroll                                    327
         Gerald Alexie                                     306
         Larry Allen                                       253
         Anne M. Kohler                                    200
         Internal Revenue Service                          160
         Jack Phillips                                     158
         State Disbursement Unit                           145
         Christopher Delay                                 138
         Social Security Administration                     95
         State of Michigan SAC                              93
         State of Michigan UIA                              42
         Indiana State Central                              41
         Tracy Stortz Godin                                 34
         Dana Leavitt                                       25
         Village of Almont Treasurer                        25
         City of Hopkinsville                                0
         Rebecca Garcia                                      0
         Robert Taylor                                       0
         State of Indiana                              unknown
         State of Ohio                                 unknown

F.    Creditors Holding Unsecured Nonpriority Claims
         Trade Debt
            Venture Blocker Inc. f/k/a HMC          52,065,678
            New Venture Finance LLC                 30,135,451
            Plascore Holdings BV                    21,991,816
            DCX Costdowns                            9,942,684
            Yucaipa American Special
             Situations Fund I LP                    6,524,796
            Yucaipa American Special
             Situations Fund I LP                    6,524,796
            Ventra c/o Comerica Bank                 2,483,236
            New Venture Finance LLC                  1,989,368
            Recticel Interiors North                 1,666,803
            Bayer Material Science                   1,457,663
            Blackhawk Automotive Plastics            1,034,575
            Exxon Mobil Chemical                       954,105
            Michigan Staffing LLC                      920,185
            Detroit Edison                             793,193
            Osullivan Films Inc.                       744,103
            Summit Polymers                            679,075
            Unique Fabricating                         653,055
            ADAC Plastics                              551,114
            Advanced Composites Inc.                   528,651
            Coastal Container                          441,085
            Emhart Teknologies Inc.                    430,012
            Anchor Bay Packaging                       382,555
            Jackson Plastics Inc.                      372,168
            Complete Prototype                         367,594
            Mico Industries Inc.                       369,342
            Mitsubishi Intl Polymertrade Corp.         343,175
            Multimatic Inmet                           326,856
            Siegel Robert Automotive                   307,948
            Nescor Plastics Corp.                      311,545
            Northern Engraving Corp.                   283,594
            Hope Global of Detroit                     275,179
            Uniform Color Company                      269,641
            Sellner Behr Corp.                         261,941
            Hawk Plastics Inc.                         259,078
            Advanced Multi Product Group               231,541
            Worwag Coatings LLC                        234,072
            Triangle Rubber Co LLC                     213,464
            Omron Dualtec Automotive                   180,798
            KMT Robotic Solutions Inc.                 189,543
            NB Coatings Inc.                           177,279
            ALLOS Corp.                                174,182
            Innatech                                   172,579
            A Schulman Inc.                            162,730
            Foamade                                    169,102
            Janesville Acoustics Patters               154,822
            Android Industries of Lansing              154,080
            Dove Equipment Co. Inc.                    150,956
            E & R Industrial                           149,978
            Termax Corp.                               146,531
            Piolax Corp.                               144,891
            Robert Bosch Corp.                         143,662
            Brown Corp.                                143,526
            Americhem Color                            142,066
            MFI McMurray Fabrics Inc.                  137,500
            Foster Electric America                    133,373
            Eleison Composites LLC                     127,938
            Delphi Packard Electric System             121,718
            ITW Delpro                                 111,680
            PolyOne Distribution Co.                   123,200
            Sova Plastics Products                     115,030
            Tinnerman Palnut Eng Products              114,723
            Lagard Security                            107,174
            ALCOA Fastening Systems                    102,152
            Grand Blanc Charter TWP                    103,696
            Hyundai Autonet Co. Ltd.                   103,178
            Others                                   6,306,961
            Accessed for free at:
            http://bankrupt.com/misc/Cadence_SchedF.pdf

       TOTAL LIABILITIES                          $211,997,639
       =======================================================

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Files Statement of Financial Affairs
--------------------------------------------------------
Cadence Innovation, LLC, disclosed that it received income from
the operation of its business:

      Period                                        Amount
      ------                                       -------
      Jan.1, 2008 - Aug. 25, 2008             $198,930,000
      2007                                     377,621,000
      2006                                     335,106,000

Moreover, the Debtor received income, other than from business
operations, from Third Party Other Income:

      Period                                        Amount
      ------                                        ------
      Jan. 1 2008 - Aug. 25, 2008               $2,055,156
      Sept. 1, 2006 - Dec. 31, 2006              7,231,688

The Debtor made payments to certain creditors within 90 days
prior the Petition Date, which transfers are not less than
$5,475.  A 53-page list of these transfers is available for free
at http://bankrupt.com/misc/Cadence_PaymenttoCreditors.pdf

The Debtor further made transfers to banks for debts that are not
primarily consumer debts.  The Bank Transfers include:

   Bank                         Amount Paid       Purpose
   ----                         -----------       -------
   Bank of America #6489          $21,173         Aetna - Medical
   Bank of America #4919            3,153         Hewlett-Packard
                                                  Financial
                                                  Service
   JP Morgan Chase #2043            4,453         Cambridge North
                                                  America -
                                                  Workers' Comp.
   JP Morgan Chase #2043           54,991         Prudential
                                                  Retirement/401K
   Bank of America #6489           62,388         Aetna - Medical

A full-text copy of the Bank Transfers is available for free at:
http://bankrupt.com/misc/Cadence_BankTransfers.pdf

The Debtor stated that it made payments to insiders.  A copy of
the complete list of insider payments is available in the U.S.
Bankruptcy Court for the District of Delaware:

                  https://ecf.deb.uscourts.gov/

The Debtor is a defendant to 20 lawsuits and civil proceedings.
A full-text copy of the list of lawsuits is available for free
at: http://bankrupt.com/misc/Cadence_Lawsuits.pdf

The Debtor related that it gave gifts within a year before the
Petition Date to these entities:

    Recipient                             Date of Gift   Value
    ---------                             ------------   ------
    American Heart Association              02/29/2008   $10,000
    Alliance for a Safer Greater Detroit    09/20/2007    10,000

The Debtor experienced losses totaling more than $120,000:

     Value of Loss       Circumstance        Date of Loss
     -------------       ------------        ------------
        $50,000         Water Line Break        Feb. 2008
         28,000         5 Stolen HVACs          Dec. 2007
         15,000         Press Fire              Dec. 2007
          4,715         Stolen radios           Dec. 2007
         19,468         Auto Losses             Various
         12,527         Workers Compensation    Various
                         Losses

The Debtor have paid certain bankruptcy professionals, a full-
text copy of the payments is available for free at:

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

Bankruptcy professionals paid by the Debtor include:

   * Butzel Long
   * Cole Schotz
   * FTI Restructuring
   * Katten Muchin
   * Kramer Levin
   * Kurtzman Carson

The Debtor disclosed that it has had an ongoing relationship with
Rothschild regarding assistance with various strategic issues,
but their payments have been excluded from the schedule as it is
difficult to identify any bankruptcy specific assistance that may
have occurred.  In addition the payments to professionals are
gross payments, in excess of bankruptcy and other restructuring
specific assistance.  The Debtor said it will provide further
detail if requested.

The Debtor filed a list of all setoffs made by any creditor
against debts incurred by the Debtor within 90 days preceding the
Petition Date:

   Creditor               Date of Setoff         Amount of Setoff
   --------               --------------         ----------------
   Chrysler Corporation     07/08/2008               $25,883
   Chrysler Corporation     07/08/2008                 9,877
   Chrysler Corporation     07/08/2008                30,191
   Chrysler Corporation     07/16/2008                24,895
   Chrysler Corporation     08/04/2008             3,927,796
   Chrysler Corporation     08/04/2008               431,254
   Unique Fabricating       04/01/2008                14,444
   Unique Fabricating       05/01/2008                14,444
   Unique Fabricating       06/01/2008                14,444
   Unique Fabricating       07/01/2008                14,444
   Unique Fabricating       08/01/2008                14,444

The Debtor reported a list of inventories taken of its property:

     Date of Inventory           Supervisor              Amount
     -----------------           ----------              ------
    12/22/2007 - Chesterfield    Jeff Elliot          $7,105,527
    07/22/2007 - Chesterfield    Jeff Elliot           4,563,714
    06/20/2008 - Hartford City   Mike Zartman            618,889
    03/20/2008 - Hartford City   Mike Zartman            566,276
    05/31/2008 - Masonic         Debra Skrinner        1,616,102
    12/31/2007 - Masonic         Debra Skrinner        2,426,143
    12/28/2007 - Hillsdale       Scott Morton          1,230,000
    11/03/2007 - Hillsdale       Scott Morton          1,324,000
    12/28/2007 - Groesbeck       Patti Pertile         1,313,806
    07/02/2007 - Groesbeck       Karen DeLisle         1,395,670
    12/28/2007 - Malyn           Angela Krajewski        792,113
    07/02/2007 - Malyn           Angela Krajewski        376,313

The Debtor has made transfers in other property including
machinery and equipment and real estate to certain entities,
including a real property transfer totaling $980,132 to Dale T.
Slater of Fabricated Packaging Specialties Inc.

A full-text copy of the Debtor's transfers of other property is
available for free at:

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

The Debtor further explained that it retains a significant number
of molds, tooling, dies and other equipment owned by the Debtor's
customers.  The Debtor possessed property deemed "held for
another person" for (i) AT&T Capital for equipment and machinery,
(ii) Baja Marie for customer supplied tooling, (iii) Chrysler
Corporation for customer supplied tooling, and (iv) Ford Motor
Company for customer supplied tooling.

The Debtor's current shareholders are:
                                                     Percentage
                                                     of Stock
Name                                     Title       Ownership
----                                     -----       ----------
ABN Amro Bank NV, London Branch          Shareholder    0.7469%
Ares Leveraged Investment Fund II, LP    Shareholder    2.3876%
Aubrey, Kirk                             Shareholder    0.0084%
Barclays Bank, PLC                       Shareholder   10.8095%
BDC Finance Intermediate                 Shareholder    1.4082%
BDCM Opportunity Fund, LP                Shareholder    9.6087%
BDCM Partners I, LP                      Shareholder    0.2411%
Bear Stearns & Co., Inc.                 Shareholder    0.0801%
Bernlohr, Tim                            Shareholder    0.0009%
Cocroft, Duncan                          Shareholder    0.0009%
Credit Suisse First Boston International Shareholder    2.6850%
Davis, Eugene                            Shareholder    0.0019%
Fernwood Associates                      Shareholder    1.1935%
Harbert Distressed Investment            Shareholder    41.143%
JP Morgan Chase Bank, NA                 Shareholder    2.1619%
Lehman Commercial Paper, Inc.            Shareholder    0.5310%
Ore Hill Hub Fund, Ltd.                  Shareholder    4.9888%
Sights, Jack                             Shareholder    0.0001%
Sola Technology Funding II Corp.         Shareholder    3.4757%
Solus LLC                                Shareholder    0.2231%
Yucaipa - Corporate Initiatives Fund     Shareholder    9.1519%
Yucaipa - American Special Situations    Shareholder    9.1519%

The Debtor's current officers and members are:

                                                  Percentage of
    Name                      Title              Stock Ownership
    ----                      -----              ---------------
    Cynthia Bezik             Current Manager               0%
    Jack Sights               Current Manager               0%
    Tim Bernlohr              Current Manager               0%
    Eugene Davis              Current Manager               0%
    Steve Mortenson           Current Manager               0%
    Jerry Mosingo             Current Manager               0%
    Ed Renwick                Current Manager               0%
    Dave Cosgrove             Current Corporate Officer     0%
    Ronda Coogan              Current Corporate Officer     0%
    Raj Shah                  Current Corporate Officer     0%
    Mike Selwood              Current Corporate Officer     0%
    Jerry Mosingo             Current Corporate Officer     0%
    Tim Bernlohr              Current Board Member          0%
    Cynthia Bezik             Current Board Member          0%
    Ed Renwick                Current Board Member          0%
    Gene Davis                Current Board Member          0%
    Steve Mortensen           Current Board Member          0%
    Jack Sights               Current Board Member          0%
    Jerry Mosingo             Current Board Member          0%

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Seeks to Sell 3 Michigan Plants
---------------------------------------------------
Cadence Innovation, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to sell three plants in
Chesterfield, Hillsdale and Groesbeck, where Cadence performs the
manufacturing of component parts supplied to General Motors
Corporation and Chrysler LLC.  The Chesterfield Plant has 1018
employees, the Groesbeck Plant has 198 employees,
and the Hillsdale Plant has 190 employees.

The Debtors' DIP Financing Agreement and Accommodation Agreements
are conditioned on the Debtors' commitment to take actions
necessary to sell all or substantially all of their businesses,
pursuant to an agreed schedule which includes a October 31, 2008
deadline to execute a definitive asset purchase agreement, and to
close the sale by December 15, 2008.  The DIP Financing will
expire no later than December 31, 2008.

If a purchase offer acceptable to the Debtors is not received,
the Debtors reserve the right to withdraw their Sale Motion
without prejudice, and to pursue an orderly liquidation of the
Plants to maximize the recoveries from those sales for the
benefit of their estates and creditors.

Before the Petition Date, the Debtors pursued extensive efforts
to market their businesses in the U.S. and Europe, led by
Rothschild, Inc.  Those efforts continued after the Petition Date
but Cadence did not receive an acceptable purchase offer as those
purchase proposals were based on a purchase price that is less
than the orderly liquidation value of the Plant assets, after
deducting the estimated costs of the transaction.  Moreover, with
the Bank of America, N.A., the Debtors negotiated with GM with
respect to a range of wind-down and liquidation issues, including
the Debtors' funding requirements, and reached an agreement which
included the Debtors' filing of a sale motion to make one last
effort to sell the Plants as operating businesses.

As of December 5, 2008, the Debtors have not received an offer to
purchase the Plants on terms acceptable to them.  In this light,
the Debtors ask the Court's approval of (i) uniform procedures
for the sale of the Plants as operating businesses, and (ii) if a
purchase offer is made that is acceptable to the Debtors, the
sale of the Plants to the highest and best purchase offer.

                         Sale Procedures

The Debtors propose to sell a majority but not substantially all
of their assets, comprising of the assets located at the Michigan
Plants, including certain owned property, company intellectual
property, equipment, purchasing tooling inventory, acquired
programs, purchased trade inventory, and certain Contracts to be
assumed.

The Debtors will notify bidders whether their bids are deemed to
be Qualified Bids no later than December 15, 2008.  All Qualified
Bids must be submitted no later than December 12, 2008.  In the
event at least two Qualified Bids are received, the Debtors will
conduct an Auction on December 15.  Qualified Bidders must submit
bids in minimum increments of at least $100,000 higher than the
Initial Highest Bid, and each subsequent bid thereafter.  The
closing of the sale of the Michigan Plants is contemplated to
occur on December 19.

The Debtors intend to advise counterparties to the Contracts to
be assumed and assigned as part of the Sale via a notice,
including any related cure amounts.  Objections to the contract
assumption and assignment are due December 15.  The Debtors may
hold in reserve an amount equal to the claimed cure amount or
consensually agree with the parties.  At the Sale Hearing, the
Successful Bidder will have the burden to establish requirements
under Section 365 of the Bankruptcy Code as to how the purchaser
will satisfy adequate assurances of future performance.

A full-text copy of the Michigan Plants Asset Purchase Agreement
and a schedule of the Contracts to be assumed and assigned is
available for free at :

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

                            Responses

A. ExxonMobil Chemical Company

ExxonMobil complained that the Sale Motion failed to identify
unequivocally which contracts will be assumed and assigned.
ExxonMobil pointed out that the Motion requires it to file
objections to assumption and assignment matters before actual
information about the proposed assignee is provided by the
Debtors.  ExxonMobil argued that the objection deadline deprives
it of an opportunity to file a response with respect to
assumption and assignment of the Contract as well the Sale
Motion.  ExxonMobil thus asked the Court to extend the objection
deadlines.  To the extent the Debtors propose to delay payment of
cure costs, Exxon asked the Court to compel the Debtors'
immediate payment upon actual assumption and assignment of the
Contract.

B. Faurecia Interior Systems, Inc.

William F. Taylor, Jr., Esq., at McCarter & English LLP, in
Wilmington, Delaware, disclosed that Faurecia Interior has been
discussing with the Debtors regarding its possible acquisition of
certain assets contemplated in the proposed Sale.  He pointed out
that the Michigan Plant APA, however, differs materially and
significantly from the APA negotiated by Faurecia and the
Debtors.  Under the Faurecia APA, cure costs and the assumption
and assignment of key leases are the Debtors' responsibilities.
Other material differences include indemnification escrow, due
diligence and a closing date in January 2009, he added.

Mr. Taylor informed the Court that Faurecia's Objection will
serve as notice to parties that the Faurecia APA, should it be
filed with the Court, will be materially different from the
version filed by the Debtors, as Faurecia does not wish to be
bound by the ill-fitting form of the Debtors' APA.

C. AIG Commercial Equipment Finance

AIG, a lessor, asserted that the Debtors' intent to provide
information related to their proposed assignee during the Sale
Hearing is unfair and inadequate.  The Debtors' action precludes
AIG from reviewing the assignee's ability to perform under the
AIG Lease.  Moreover, AIG contests the $0 cure amount designated
by the Debtors to its Lease.  AIG maintained that $526,437 plus
other charges are owed and continued to be owed by the Debtors to
it under the Lease.  Accordingly, AIG asks the Court to compel
the Debtors to pay the defaults under the Lease incurred before
and after the actual contract assumption.

                    Debtors to Withdraw Motion

A minute entry on the hearing held December 10 referenced that
the Sales Procedures Motion will be withdrawn.

Prior to the December 10 hearing, Patrick J. Reilley, Esq., at
Cole Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, informed the Court that the Debtors have not reached an
agreement with GM and Chrysler.  Assuming an agreement is
reached, the hearing will go as planned, he said.

According to Mr. Reilley, Roberta A. DeAngelis, Acting United
States Trustee for Region 3, has also raised informal comments to
the Motion.  Moreover, T.A. Systems, Inc., said that the Motion
did not allow it adequate notice and opportunity to object to the
proposed sale, which may include TA Systems' equipment.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Wants Extension of Lease Decision Period
------------------------------------------------------------
Cadence Innovation, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to extend its deadline to either assume or
reject unexpired leases and contracts.

Section 365(d)(4) of the Bankruptcy Code provides that a debtor's
unexpired lease of nonresidential real property will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of (i) the date that is 120 days after the
order for the relief, or (ii) the date of entry of an order
confirming a plan.  Section 365(d)(4) provides, however, that the
court may extend the period prior to the expiration of the 120-
day period for 90 days on the debtor's motion for cause.

The Debtors' current lease decision deadline is December 24,
2008.

Karen M. McKinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A, in Wilmington, Delaware, attests that the Debtors
have been pushing an extremely aggressive timeline for the
marketing of their assets as well as pursuing potential
purchasers that would lead to acceptable sale arrangements.
Those arrangements, however, have not been reached as the Debtors
still do not know what Leases, if any, a potential purchaser is
interested in assuming.

By this motion, the Debtors ask the Court to extend the time by
which they must assume or reject these non-residential property
leases they are a party to pursuant to Section 365(d)(4)(B)(1) of
the Bankruptcy Code, through and including March 24, 2008:

     Lease Type                Contract Party
     ----------                --------------
     headquarters lease        Investment Grade Loans, Inc.
     warehouse lease           Trans Man Logistics
     warehouse lease           Pronto Properties
     processing center lease   Deluxe Development
     building lease            Ercole Development
     lease                     DD Jackson
     warehouse lease           Tri-State Investment
     headquarters lease        Investment Grade Loans, Inc.
     warehouse lease           Hillsdale Holdings, LLC

Without the extension, the Debtors will be compelled prematurely
to assume substantial, long-term liabilities under the Leases or
to forfeit benefits conferred with some of the Leases to the
detriment of the Debtors' ability to operate their business and
to market their assets successfully, Mr. McKinley stresses.

The Debtors thus seek an extension of their lease decision period
to preserve the going concern value of their businesses for the
benefit of all parties-in-interest.

The Debtors do not believe any lessor will be prejudiced or will
suffer harm as a result of the proposed extension as they intend
to continue to perform obligations to the Leases during the
extension period until a decision has been made with respect to
the Leases.  In the event any of the Leases are assumed and
assigned, the lessor will receive the direct benefit of
uninterrupted tenancy any cure payments paid in connection with
the assumption, the Debtors assure the Court.

                    About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.
(Cadence Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CALPINE CORP: $64-Million Debt Deal Assigned to Barclays
--------------------------------------------------------
Calpine Corp. has reached a deal with Calpine Corp. regarding the
assignment of proceeds from a settlement with The Bank of New York
Mellon to Barclays Bank.

The Bank of New York Mellon, as administrative agent for a group
of lenders who provided second priority loans to Calpine before
its bankruptcy filing, filed Claim No. 5692 against the Debtors.
HSBC Bank USA, N.A., as indenture trustee for the second priority
debtholders, also filed Claim No. 3731 against the Debtors.

In September 2008, the U.S. Bankruptcy Court for the Southern
District of New York entered an order approving the stipulation
settling the Claims for $64,000,000.

Between October 28 30, 2008, BNY sold all of its right, title and
interest in $22,692,792 of the claim to Barclays Bank PLC.  HSBC
also transferred all of its rights, title and interest in
$86,987,208 of the Claim.  BNY and HSBC wish to ensure that the
assignee receives all Plan distributions made on account of the
claim.

Thus, BNY and HSBC consent to and stipulate that all distributions
pursuant to the Plan made on account of the claim will be made to
the Assignee, Barclays.  BNY and HSBC waive all their rights under
Rule 3001 of the Federal Rules of Bankruptcy Procedures in
connection with the Claims.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CALPINE CORP: Court OKs Deal With Rosetta on Claim vs. Estate
-------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York approved the terms of a settlement agreement
between Calpine Corp. and Rosetta Resources, Inc.  Judge Lifland
also authorized the Reorganized Debtors to perform their
obligations under the Settlement Agreement, the amended purchase
and sale agreement, and related agreements.

Rosetta is barred and permanently enjoined from asserting against
the Reorganized Debtors any default, claim or liability, existing,
accrued, assigned, or relating to the PSA and Related Agreements.

Moreover, Judge Lifland authorized the Reorganized Debtors to
complete the sale and transfer to the appropriate Rosetta entity
of the properties other than the Petersen Properties, including
the disputed, together with the Reorganized Debtors' remaining
oil and gas assets that were owned by Calpine as of May 1, 2005,
but were previously conveyed to Rosetta, without regard to
whether the properties are specifically identified in the PSA,
pursuant to the Conveyance Documents, the terms of the Settlement
Agreement, the Amended PSA, the Plan, and the Bankruptcy Code.

Wunderlich Securities analysts initiate coverage on Rosetta with
a "buy."  In a statement dated December 11, 2008, Wunderlich
stated that "Rosetta offers investors an attractive package of
geographically diverse acreage positions of long-lived reserves.
A multi-year drilling inventory could expand under the company's
new directives.  Divestiture of non-core properties could provide
additional capital to expand the development of currently owned
properties and expand those properties.  With the Calpine issue
now resolved, we look for investors to more fully value the
company's reserve position and growth potential . . . While the
current macroeconomic environment presents a very unattractive
backdrop for the E&P sector, on a nearer term basis we believe
the longer term supply/demand outlook for the sector remains
positive."

                        Terms of Settlement

The Reorganized Debtors said the settlement agreement they entered
into with Rosetta resolves their disputes relating to the
$27,800,000 claims Rosetta filed against the Reorganized Debtors
and the fraudulent transfer lawsuit the Reorganized Debtors filed
against Rosetta.

The Settlement Agreement provides that the Reorganized Debtors
will assume the Purchase and Sale Agreement, dated July 7, 2005,
pursuant to which Calpine Corporation agreed to sell to Rosetta
substantially all of its oil and gas assets.  The Settlement
Agreement further provides that Rosetta will pay the Reorganized
Debtors $97,000,000.

When Calpine filed for protection under Chapter 11 of the
Bankruptcy Code in December 2005, certain issues remained
unresolved with respect to the PSA, certain Related Agreements,
and conveyances.  Among other issues, the status of legal title
to a number of the transferred properties remained unsettled.  A
number of the properties were not conveyed to Rosetta in
accordance with the PSA.  In a motion filed under Section 365 in
June 2006 and the Court's corresponding orders, the Reorganized
Debtors claimed title to the properties and various other.

In August 2006, Rosetta filed 15 proofs of claim against the
Reorganized Debtors' estate asserting a total of $27,800,000 in
damages.

With the exception of the properties labeled in the agreements as
"Petersen properties," the Settlement Agreement provides that the
Reorganized Debtors will convey to Rosetta all of their remaining
oil and gas assets that were owned by Calpine as of May 1, 2005,
but were not previously conveyed to Rosetta, including without
regard whether the properties are specifically identified in the
PSA.  The effective date of ownership of the properties is May 1,
2005.

The Settlement Agreement also extends for 10 years the Gas
Purchase Agreement under which the Reorganized Debtors purchase
natural gas from Rosetta to supply Calpine's power plants.
Moreover, the Settlement Agreement provides that the parties will
release each other from all existing Claims and liability arising
under or in connection with the PSA and the Related Agreements.

The Reorganized Debtors also seek the Court's authority to (a)
assume the PSA, as amended, and the Related Agreements, and (b)
transfer of the Properties free and clear of any claim or
interest, including any liens, claims and encumbrances.

Andrew R. McGaan, Esq., at Kirkland & Ellis, LLP, in Chicago,
Illinois, tells the Court that the Settlement will bring in
$97,000,000 cash to the estate; extend a valuable gas purchase
agreement for ten years; and eliminate damages claims against the
Reorganized Debtors arising from the gas purchase agreement.

A full-text copy of the Settlement can be accessed for free at:
http://bankrupt.com/misc/Calpine&RosettaSettlement.pdf

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CALPINE CORP: Lays Off More Than 200 Workers at Fremont Plant
-------------------------------------------------------------
The Fremont News Messenger reported on December 3, 2008, that
Calpine Corporation laid off more than 200 employees at its
Fremont Energy Center, in Ohio that day.  The news report did not
disclose further details on the layoffs.

Calpine sold the Fremont Project to FirstEnergy Generation Corp.
for $253,600,000 in January 2008, after determining that the
project was a non-strategic asset in the context of the company's
successful Chapter 11 restructuring.  The energy company
successfully emerged from bankruptcy that same month.

The Fremont Project is a partially completed natural gas-fueled
power plant located in Fremont, (Sandusky County) Ohio.  Fremont
is a clean and highly efficient combined-cycle generating
facility capable of generating 550- megawatts of baseload
capacity and up to 700-megawatts of total capacity.  Calpine
initiated construction activities at the site in 2001 but
subsequently placed the project on hold due to adverse market
conditions.

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CALPINE CORP: Taps WestLB for Loans to Expand Deer Park Center
--------------------------------------------------------------
Calpine Corporation has selected WestLB to arrange financing for
the expansion of the energy company's Deer Park Energy Center
near Houston in Harris County, Texas, Power Finance and Risk
stated on December 11, 2008.

Deer Park Energy Center is a 1,007-megawatt, low-carbon, natural
gas-fired, combined-cycle cogeneration power plant located 10
miles east of Houston.  The facility, which went on-line in
phases between 2003 and 2004, is comprised of four gas combustion
turbines and one steam turbine.  Calpine currently supplies high-
pressure steam to an industrial customer and sells the
electricity generated to its customers in the deregulated Texas
market.

Calpine, in February 2007, announced today that it is moving
forward with plans to expand its Deer Park Energy Center.
Calpine will add the final two combustion turbines to the
facility, effectively adding 400 megawatts to the capacity of the
plant.

                          About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CAPITAL AUTO: Fitch Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------
Fitch Ratings affirms the Capital Auto Receivables Asset Trust
2007-4 transaction:

  -- Class A-2a notes at 'AAA';
  -- Class A-2b notes at 'AAA';
  -- Class A-3a notes at 'AAA';
  -- Class A-3b notes at 'AAA';
  -- Class A-4 notes at 'AAA';
  -- Class B notes at 'A';
  -- Class C notes at 'BBB';
  -- Class D notes at 'BB'.

The rating affirmation is a result of continued available credit
enhancement.  The collateral continues to perform within Fitch's
expectations and, under the credit enhancement structure, the
securities can withstand stress scenarios consistent with the
current ratings and still make full payments to investors in
accordance with the terms of the documents.


CDX GAS: Files for Chapter 11 Bankruptcy in Texas
-------------------------------------------------
CDX Gas LLC, together with certain of its affiliated entities and
Subsidiaries, filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division.

Bloomberg News' Christopher Scinta related that the company had
defaulted on its credit agreement.  A forbearance agreement
between the company and its first-lien lenders was to expire
Friday and another with second-lien lenders would expire Jan. 7,
2009, Mr. Scinta citing papers filed with the Court.

The company expected its lenders to exercise all their available
remedies as a result of the default, Mr. Scinta notes.

According to Bloomberg, the company listed assets and debts
between $500 million and $1 billion each.

The company said will continue normal business operations
throughout the bankruptcy process while it develops a
reorganization plan with its senior and junior secured lenders,
as well as its senior subordinated note holders, to restructure
debt and to resolve liquidity issues.


                          About CDX Gas

Headquartered in Houston, Texas, CDX Gas LLC --
http://www.cdxgas.com/-- is an independent gas company that
explores, develops, and produces onshore North American
unconventional natural gas resources located in coal, shale, and
tight gas sandstone formations.


CDX GAS: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: CDX Gas, LLC
        1001 McKinney Street
        Houston, TX 77002

Bankruptcy Case No.: 08-37922

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
CD Exploration, LLC                                08-37931
CDX Acquisition Company, LLC                       08-37930
CDX Barnett, LLC                                   08-37932
CDX Bisho Creek, LLC                               08-37933
CDX East, LLC                                      08-37934
CDX Gas International, LLC                         08-37936
CDX Minerals, LLC                                  08-37938
CDX North America, LLC                             08-37939
CDX Operating, LLC                                 08-37940
CDX Panther, LLC                                   08-37941
CDX Plum Creek, JV                                 08-37944
CDX Services, LLC                                  08-37945
CDX Shale, LLC                                     08-37946
CDX Tapicito, LLC                                  08-37947
CMV Joint Venture                                  08-37951
CDX Isolate, LLC                                   08-37937
CDX Sequoya, LLC                                   08-37949

Type of Business: CDX Gas is an independent energy company focused
on the exploration, development and production of onshore North
American unconventional natural gas resources located in coal,
shale and tight gas sandstone formations.

Chapter 11 Petition Date: December 12, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Harry Allen Perrin, Esq.
                  hperrin@velaw.com
                  Vinson Elkins LLP
                  1001 Fannin, First City Tower, Suite 2500
                  Houston, TX 77002
                  Tel: (713) 758-2548

                  John E. Mitchell, Esq.
                  jmitchell@velaw.com
                  Vinson & Elkins, LLP
                  2001 Ross Ave., Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 220-7700
                  Fax: (214) 220-7716

                  Michaela Christine Crocker, Esq.
                  mcrocker@velaw.com
                  Vinson Elkins LLP
                  2001 Ross Ave., Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 220-7787
                  Fax: (214) 999-7787

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

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

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

The petition was signed by Robert R. McBride, Jr., president of
the company.


CHARTER COMMUNICATIONS: Lazard to Start Talks With Bondholders
--------------------------------------------------------------
Charter Communications, Inc., has asked its financial advisor,
Lazard LLC, to initiate discussions with the company's bondholders
about financial alternatives to improve the company's balance
sheet.

Charter Communications' Neil Smit said, "We believe engaging in
discussions with our bondholders, aimed at improving our capital
structure and enhancing our financial flexibility, is in the
Company's and our customers' best interests.  In the third quarter
2008, revenues increased 7.3%, and net customer additions
increased more than 50% year over year.  Our objective in these
discussions is to improve our balance sheet, which will better
position Charter for the future, while we continue to focus on
delivering quality service to our customers and growing our
business."

Charter Communications noted that its cash on hand and cash
equivalents as of Dec. 10, 2008, was in excess of $900 million,
which is available to pay operating costs and expenses.

Kathy Shwiff at The Wall Street Journal reports that the planned
talks have fueling concerns on Charter Communications' possible
bankruptcy.  According to the report, Charter Communications
warned earlier this year that it might have to seek bankruptcy
protection if it failed to raise additional funds for its cash
needs by 2010.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.


CHARTER COMM: Moody's Cuts Probability-of-Default Rating to Ca
--------------------------------------------------------------
Moody's Investors Service lowered the Probability-of-Default
Rating for Charter Communications, Inc., to Ca from Caa2 and
placed all ratings (other than the SGL3 Speculative Grade
Liquidity Rating) for the Company and its subsidiaries under
review for possible downgrade.

The rating actions are prompted by the announcement that financial
advisors have been engaged to initiate discussions with
bondholders.  "Charter's ratings have long reflected a high
probability of default and a fundamental mismatch between the
Company's liability structure and its business model," noted
Moody's Senior Vice President Russell Solomon.  The Ca PDR
specifically reflects Moody's expectation that default (beyond
those that occurred via various distressed exchanges over the last
couple of years) is imminent and that a restructuring of the
company's balance sheet via some form of a much more material
distressed exchange and/or bankruptcy filing is likely to occur
pre-emptively in 2009, notwithstanding the sufficiency of liquid
resources to maintain operations into 2010.  Given the current
state of the capital markets, Moody's believes that some
meaningful restructuring may now finally be more palatable for all
affected parties, although the complexity posed by the company's
multiple creditor classes may render an in-court restructuring
process as the more likely format for resolution in Moody's
estimation.

The review will focus on the materiality of financial deleveraging
that can be effected via a restructuring and the specific form
that such a restructuring is likely to take.  "Moody's continues
to believe that at least $7 billion of the company's approximately
$22 billion of rated debt obligations needs to be equitized,"
noted Mr. Solomon.  Debt reduction of this magnitude should
sufficiently mitigate (if not entirely eliminate) the company's
highly cash absorptive financial profile, which historically has
been significantly constrained by heavy debt service costs related
to its excessively leveraged and unsustainable capital structure.
Moreover, rising debt service costs following heavy but necessary
capital investment activity and ensuing liquidity-enhancing debt
exchanges (albeit at higher interest rates) over the past few
years have at times outpaced operational improvements.  Depending
on the final construct of the expected restructuring --
specifically the magnitude of change in junior-ranking liabilities
which are the primary candidates for loss absorption -- and given
the historical positioning of ratings in contemplation of this
eventuality, the magnitude of requisite downgrades for any given
credit class is expected to be minimal (and some ratings, with a
specific bias towards the senior-most secured claims, may be just
as likely to be confirmed at current levels).

Moody's ratings for Charter Communications:

Charter Communications, Inc.

     -- Caa1 corporate family rating, review for downgrade;

     -- probability-of-default rating cut to Ca from Caa2, review
        for downgrade; and

     -- senior unsecured notes rated Ca (LGD5 -- 87%), review for
        Downgrade;

Charter Communications Holdings, LLC

     -- senior unsecured notes rated Ca (LGD5 -- 85%), review for
        downgrade

CCH I Holdings, LLC

     -- senior unsecured notes rated Caa3 (LGD5 -- 77%), review
        for downgrade

CCH I, LLC

     -- senior secured notes rated Caa3 (LGD4 -- 60%), review for
        Downgrade;

CCH II, LLC

     -- senior unsecured notes rated Caa2 (LGD3 -- 42%), review
        for downgrade

CCO Holdings, LLC

     -- senior unsecured notes rated Caa1 (LGD3 -- 34%), review
        for downgrade; and

     -- senior secured (1st lien - stock only) term loan rated B3
        (LGD2 -- 29%), review for downgrade

Charter Communications Operating, LLC

     -- senior secured (2nd lien - all assets) notes rated B3
        (LGD2 -- 23%), review for downgrade;

      -- senior secured (1st lien - all assets) revolver & term
         loan rated B1 (LGD1 -- 6%), review for downgrade; and

      -- speculative grade liquidity rating at SGL-3, unchanged.

The last rating action for Charter Communications was on July 2,
2008, when Moody's affirmed the company's Caa1 corporate family
rating and its Caa2 Probability-of-Default Rating.

Headquartered in St. Louis, Missouri, Charter Communications is a
domestic multiple system cable operator serving approximately
5.1 million basic video subscribers.


CITADEL INVESTMENT: Halts Withdrawal from 2 Largest Hedge Funds
---------------------------------------------------------------
Citadel Investment Group has prevented investors from withdrawing
any money from its two biggest hedge funds until the end of March
2009, Jenny Strasburg at The Wall Street Journal reports.

Citing Citadel Investment, WSJ relates that investors can't
withdraw money at year-end from Kensington and Wellington, with a
combined $10 billion in assets.  The report says that Citadel
Investment wants to prevent the withdrawal of a total of
$1.2 billion, which would complicate its attempt to resuscitate
its performance.

According to WSJ, the move reflects increased strain on Citadel
Investment after its funds dropped almost 50% in 2008 on
investment losses.

WSJ states that Citadel Investment had repeatedly assured earlier
that redemption requests wouldn't be a problem.  Citadel
Investment's total assets have declined to $13 billion from
$20 billion at the start of 2008, says WSJ.

In today's highly volatile markets, maintaining financial
flexibility must be a priority," WSJ quoted Citadel founder
Kenneth Griffin as saying.

Citadel Investment executives including Mr. Griffin have helped
absorb between $300 million and $500 million in expenses that the
company would normally charge investors, WSJ relates.  The report
says that when the Kensington and Wellington hedge funds declined
16% and 22%, respectively, during September and October, money was
returned to clients.

As reported by the Troubled Company Reporter on Dec. 9, 2008,
Citadel Investment planned to close down its Tokyo office and
Asian principal investments operations by year-end, affecting
about 37 jobs in the region (12 in Tokyo and 25 in Hong Kong)
while Nick Taylor, who heads the principal investments division in
Asia and Europe, will be leaving the firm.  Citadel will
retain 25 to 30 employees in Hong Kong where its Asian investments
will be run in the future.  The TCR reported on Nov. 12, 2008,
that Citadel Investment will shut down its CIG Reinsurance Ltd. in
Bermuda.

Mr. Griffin had planned to turn Citadel Investment into a public
company, but the plan was put on hold as due to market woes this
year, WSJ reports.

Headquartered in Chicago, Illinois, USA, Citadel Investment Group,
L.L.C. -- http://www.citadelgroup.com/-- is a hedge fund company.
The company also acts as a market maker on smaller exchanges for
some blue-chip stocks.  It currently manages some US$17 billion
for a wide range of investors.


CITIGROUP INC: Settles w/ SEC, Buys Back $7 Bil. of Securities
--------------------------------------------------------------
Liz Rappaport at The Wall Street Journal reports that Citigroup
Inc., along with UBS AG, will buy back billions of dollars of
illiquid auction-rate securities from hundreds of clients under
settlements with the Securities and Exchange Commission.

Ronald D. Orol at MarketWatch relates that the SEC asked Citigroup
and UBS on Thursday to buy back about $30 billion in auction-rate-
securities.  MarketWatch states that under the agreement,
Citigroup will buy back about $7 billion of securities from retail
investors, charitable organizations, and small businesses that
lost on the investments.  UBS, says MarketWatch, would purchase
about $22.7 billion of the same type of shares from clients that
invested in auction-rate securities.

The SEC reports that the settlements resolve its charges that
Citigroup and UBS misled investors regarding the liquidity risks
associated with auction rate securities (ARS) that they
underwrote, marketed and sold.  Previously, on Aug. 7 and 8, 2008,
the SEC's Division of Enforcement disclosed preliminary
settlements with Citigroup and UBS, respectively.

According to the SEC's complaints, filed in federal court in New
York City, Citigroup and UBS misrepresented to customers that ARS
were safe, highly liquid investments that were comparable to money
markets.  Court documents say that in late 2007 and early 2008,
the firms knew that the ARS market was deteriorating, causing the
firms to have to purchase additional inventory to prevent failed
auctions.  At the same time, the firms knew that their ability to
support auctions by purchasing more ARS had been reduced, as the
credit crisis stressed the firms' balance sheets.  The complaints
allege that Citigroup and UBS failed to make their customers aware
of these risks.  In mid-February 2008, according to the
complaints, Citigroup and UBS decided to stop supporting the ARS
market, leaving tens of thousands of Citigroup and UBS customers
holding tens of billions of dollars in illiquid ARS.

"Today's settlements are the largest in SEC history, and represent
the largest return of customer money in the agency's 75 years,"
said SEC Chairperson Christopher Cox.  "The Commission's prompt
action after the auction rate securities market froze in February
of this year, which led to last summer's settlements in principle,
helped restore liquidity to tens of thousands of investors.  Every
one of the investors covered by these settlements will be able to
receive 100 cents on the dollar on their ARS investments."

Linda Chatman Thomsen, Director of the SEC's Division of
Enforcement, said, "The SEC will continue to aggressively
investigate whether other broker-dealers and individuals have
failed to disclose to investors material risks about ARS that they
marketed and sold.  We also look forward to finalizing the four
other settlements-in-principle that the Division has entered into
with Bank of America, RBC Capital Markets, Merrill Lynch and
Wachovia."

The settlements, which are subject to court approval, will restore
approximately $7 billion in liquidity to Citigroup customers who
invested in ARS, and $22.7 billion to UBS customers who invested
in ARS.

Without admitting or denying the SEC's allegations, Citigroup and
UBS agreed to be permanently enjoined from violations of the
broker-dealer fraud provisions and to comply with a number of
undertakings.  Investors should review the full text of the
consents executed by Citigroup and UBS.

The Citigroup settlement provides, among other things, that:

     -- Citigroup will offer to purchase ARS at par from
        individuals, charities, and small businesses that
        purchased those ARS from Citigroup, even if those
        customers moved their accounts.

     -- Citigroup will use its best efforts to provide liquidity
        solutions for institutional and other customers,
        including, but not limited to, facilitating issuer
        redemptions, restructurings, and other reasonable means,
        and will not take advantage of liquidity solutions for
        its own inventory before making those solutions available
        to these customers.

     -- Citigroup will pay eligible customers who sold their ARS
        below par the difference between par and the sale price
        of the ARS.

     -- Citigroup will reimburse eligible customers for any
        excess interest costs associated with loans taken out
        from Citigroup due to ARS illiquidity.

The UBS settlement provides, among other things, that:

     -- UBS will offer to purchase at par from all current or
        former UBS customers who held their ARS at UBS as of
        Feb. 13, 2008, or purchased their ARS at UBS between
        Oct. 1, 2007 and Feb. 12, 2008, even if they moved their
        accounts.  Different categories of customers will receive
        offers from UBS at different times.

     -- UBS will not liquidate its own inventory of a particular
        ARS without making that liquidity opportunity available,
        as soon as practicable, to customers.

     -- UBS will pay eligible customers who sold their ARS below
        par the difference between par and the sale price of the
        ARS.

     -- UBS will reimburse customers for any excess interest
        costs incurred by using UBS's ARS loan programs.

Investors, in most instances, will receive correspondence from
Citigroup and UBS, and that they must advise the respective firm
that they elect to participate in these settlements, or they could
lose their rights to sell their ARS.  Further, if eligible
customers incurred consequential damages because of the
illiquidity of their ARS, they may participate in special FINRA
arbitrations.

Citigroup and UBS will also be permanently enjoined from violating
the provisions of Section 15(c) of the Exchange Act of 1934, which
prohibit the use of manipulative or deceptive devices by broker-
dealers.  Both firms also face the prospect of financial penalties
to the SEC.  After the buy back periods are substantially
complete, the SEC may consider imposing a financial penalty
against Citigroup and UBS based on the traditional factors the SEC
considers for penalties and based on whether the individual firm
has fulfilled its obligations under its settlement agreement.

Customers with questions about these settlements may contact
Citigroup or UBS through the firms' websites, or call the firms at
the following toll-free telephone numbers:

     -- Citigroup: 1-866-720-4802
     -- UBS: 1-800-253-1974

The SEC notes the substantial assistance and cooperation from the
New York Attorney General, the Financial Industry Regulatory
Authority (FINRA), the Texas State Securities Board, and the North
American Securities Administrators Association (NASAA).

The SEC's investigation of the auction rate securities market is
continuing.

WSJ relates that Citigroup has already repurchased about
$6.2 billion of auction-rate securities out of an estimated
$7 billion covered by the settlement.  A Citigroup spokesperson
said that the bank is trying to clean up problems for customers
that have more than $10 million at the bank, the report states.

Citigroup and UBS, according to WSJ, also reached settlements with
the New York Attorney General Andrew Cuomo and state securities
regulators.

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

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


CHRYSLER LLC: Auto Aid Rejected by Senate; Access to TARP Mulled
----------------------------------------------------------------
Greg Hitt, Jeffrey McCracken, and John D. Stoll at The Wall Street
Journal report that the U.S. Senate has rejected the
$14 billion financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

As reported by the Troubled Company Reporter on Dec. 11, 2008, The
House of Representatives passed the bill on the government
financial assistance being requested by GM, Ford Motor, and
Chrysler.  The bill states that the U.S. president will appoint
one or more officers from the Executive Branch to facilitate the
restructuring necessary to achieve the long-term financial
viability of the automakers.

WSJ relates that the bill failed due to a dispute within the
Senate over the wages paid to the companies' workers.  Citing
Senate Majority Leader Harry Reid, the report says that the Senate
would be in recess, and would stand in pro forma session until
January 2009.

According to WSJ, only a few Republicans had been willing to back
the rescue package, while others raised concerns about government
intervention in the marketplace and demanded that the bill be
strengthened to exact concessions from the industry.

           Access to $700BB Financial-Rescue Plan

John D. McKinnon, Deborah Solomon, and Greg Hitt at WSJ report
that the White House said on Friday that it would consider letting
GM, Chrysler, and Ford Motor access the $700 billion financial-
rescue plan.  The government's $700 billion Troubled Asset Relief
Program was approved in October and was intended for financial
institutions.

Citing a person familiar with the matter, WSJ relates that the
loans to be offered could be lesser than the $14 billion financial
assistance.  According to the report, the source said that it
could be closer to $8 billion and GM would be a recipient.  The
report says that GM is hoping for about $10 billion.

WSJ states that Chrysler's parent Cerberus Capital Management was
criticized for not bailing out its own company, while Ford Motor
said that it doesn't need a short-term lifeline and is seeking for
loans in case the market worsens.

   GM & Chrysler May Fail to Pay $9BB in Bills From Suppliers

Sharon Terlep at WSJ relates that after the Senate denied the
government bailout, GM and Chrysler may not be able to pay the
$9 billion in bills for already-delivered auto parts.

According to WSJ, the impending payments to suppliers account for
almost half the cash GM had available at the end of the third
quarter.  Suppliers, says WSJ, might tighten payment terms, which
would accelerate the erosion of cash from the auto makers.

WSJ quoted United Auto Workers President Ron Gettelfinger as
saying, "We need to satisfy suppliers that there is going to be a
tomorrow.  If suppliers believe they can't operate, what are they
going to do?  They aren't going to deliver the goods.  If they
don't deliver the goods, the plants go down."

           Chrysler CEO Asks Workers to Cut Costs

Dow Jones Newswires reports that Chrysler CEO Bob Nardelli asked
workers on Friday to help the company save money.

Chrysler is in talks with the White House and the U.S. Treasury
over giving the automakers access to the $700 billion Troubled
Assets Relief Program for financial institutions, Dow Jones
states, citing Mr. Nardelli.

Dow Jones quoted Mr. Nardelli as saying, "We will continue to make
our case in Washington that an immediate, short-term bridge loan
is critical for Chrysler to survive the current financial crisis
and is just as important to the health of the overall American
economy.  While a bridge loan is critical to manage through this
financial crisis, we must continue to manage the factors under our
control."

According to Dow Jones, Mr. Nardelli said Chrysler is also talking
to the incoming Barack Obama administration over the industry's
long-term needs, assuring that the administration is "aware of the
importance of addressing the short-term and long-term viability of
our industry and our 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.


COMPTON PETROLEUM: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alberta-based Compton
Petroleum Corp. to 'B' from 'B+' following a review of the
company's current and prospective business risk and financial risk
profiles.  At the same time, S&P lowered its senior unsecured debt
rating on subsidiary Compton Petroleum Finance Corp. to 'B-' from
'B'.  The recovery rating of '5' is unchanged.  S&P removed the
ratings from CreditWatch, where they were placed with developing
implications June 12, 2008.  The outlook is stable.

"Our decision to lower the ratings on Compton reflects the
company's inability to show any meaningful production growth and
its increasing operating cost profile," said S&P's credit analyst
Jamie Koutsoukis.  "Furthermore, although the company intends to
match its capital budget to expected cash flow in 2009, its high
debt levels and the current low commodity price environment limits
its financial flexibility," Ms. Koutsoukis added.

In S&P's view, the ratings on Compton reflect the company's high
debt, its limited financial flexibility, its increasing operating
cost profile, its inability to increase production despite a large
resource base, and concerns regarding the company's strategic
direction following the terminated sales process.  Offsetting
positive factors, in S&P's opinion, include Compton's strong
internal growth prospects and good resource base provide some
credit strength.

The stable outlook reflects S&P's expectation that Compton will
limit its spending to internal cash flow and maintain production
at current levels.  Furthermore, S&P does not expect that the
company will encounter liquidity issues and could fund any
negligible operating shortfalls through its available credit
facilities.  A negative rating action is possible should Compton
not maintain production levels while generating meaningful
negative free cash flow.  The rating does not have room for debt
to increase much beyond S&P's expected C$900 million level for
2009.  Conversely, although not probable in the near term, an
upgrade or outlook revision to positive would depend on Compton's
ability to convert its sizable reserves base into production and
cash flow growth and improve and sustain its coverage and debt-to-
cash flow metrics, particularly its total debt-to-EBITDA ratio
somewhere near 2.0x-2.5x.


COMPTON PETROLEUM FINANCE: S&P Cuts Sr. Unsec. Debt Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alberta-based Compton
Petroleum Corp. to 'B' from 'B+' following a review of the
company's current and prospective business risk and financial risk
profiles.  At the same time, S&P lowered its senior unsecured debt
rating on subsidiary Compton Petroleum Finance Corp. to 'B-' from
'B'.  The recovery rating of '5' is unchanged.  S&P removed the
ratings from CreditWatch, where they were placed with developing
implications June 12, 2008.  The outlook is stable.

"Our decision to lower the ratings on Compton reflects the
company's inability to show any meaningful production growth and
its increasing operating cost profile," said S&P's credit analyst
Jamie Koutsoukis.  "Furthermore, although the company intends to
match its capital budget to expected cash flow in 2009, its high
debt levels and the current low commodity price environment limits
its financial flexibility," Ms. Koutsoukis added.

In S&P's view, the ratings on Compton reflect the company's high
debt, its limited financial flexibility, its increasing operating
cost profile, its inability to increase production despite a large
resource base, and concerns regarding the company's strategic
direction following the terminated sales process.  Offsetting
positive factors, in S&P's opinion, include Compton's strong
internal growth prospects and good resource base provide some
credit strength.

The stable outlook reflects S&P's expectation that Compton will
limit its spending to internal cash flow and maintain production
at current levels.  Furthermore, S&P does not expect that the
company will encounter liquidity issues and could fund any
negligible operating shortfalls through its available credit
facilities.  A negative rating action is possible should Compton
not maintain production levels while generating meaningful
negative free cash flow.  The rating does not have room for debt
to increase much beyond S&P's expected C$900 million level for
2009.  Conversely, although not probable in the near term, an
upgrade or outlook revision to positive would depend on Compton's
ability to convert its sizable reserves base into production and
cash flow growth and improve and sustain its coverage and debt-to-
cash flow metrics, particularly its total debt-to-EBITDA ratio
somewhere near 2.0x-2.5x.


COPIA: May Close Permanently After Court Rejects Plea for Loan
--------------------------------------------------------------
Betty Hallock posted at the Los Angeles Times blog that the U.S.
Bankruptcy Court for the Northern District of California has
rejected Copia's request for approval on a $2 million line of
credit.

According the LA Times blog, Copia will use the loan to in its
operations and in payments for workers and vendors.

The LA Times blog says that creditor ACA Financial Guaranty Corp.
objected to Copia's motion to incur debt.  As reported by the
Troubled Company Reporter on Dec 10, 2008, ACA Financial asked the
Court to deny Copia's petition for Chapter 11 bankruptcy
protection, claiming that Copia's bankruptcy is an attempt to
relieve its debt at the creditors' expense so it can become a for-
profit enterprise.

The LA Times blog states that Copia had also sought a $2 million
line of credit so it could continue operating and pay employees
and vendors.

According to The Napa Valley Register, Copia will close for good.
The LA Times blog relate that Copia officials had said when the
company filed for Chapter 11 protection that the closure was
temporary.  The Register quoted Copia Chief Financial Officer Joe
Fischer as saying, "At this time, it is highly unlikely that Copia
will continue in any form other than to orderly wind down
operations."

The LA Times states that the next hearing will be on Dec. 19.

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

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


CREDIT GENESIS: Moody's Cuts Rating on $23MM Class B Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of this class
of notes issued by Credit Genesis CLO 2005-1 Ltd. and left the
rating on review for possible further downgrade:

Class Description: US$23,000,000 Class B Term Notes Due 2010

  -- Prior Rating: A2, on review for possible downgrade
  -- Prior Rating Date: 10/10/2008
  -- Current Rating: Ba1, on review for possible downgrade

Credit Genesis CLO 2005-1 Ltd. is a market value collateralized
loan obligation transaction backed primarily by bank loans.

Moody's explained that the rating action reflects deterioration in
the market value of the underlying collateral pool as well as the
increased volatility and decreased liquidity in the bank loan
market.


DOUGLAS BOOKER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Douglas Kent Booker
           dba BOOKER DEVELOPMENT, LLC
           aka DOUG K BOOKER
           dba BOOKER & SON PAINTING COMPANY, LLC
           dba BUMBLEBEE CONSTRUCTION, LLC.
           dba BOOKER CORPORATION
           dba A PERFECT DOOR, LLC
           dba BOOKER CONSTRUCTION, LLC
        13226 W BEVERLY RD
        GOODYEAR, AZ 85338

Case No.: 08-17961

Chapter 11
Petition Date: December 11, 2008

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

Debtor's Counsel: CHARLES 2 FIRESTEIN, Esq.
                  1300 E. MISSOURI AVE., #D-200
                  PHOENIX, AZ 85014
                  Tel: 602-235-9000
                  Fax: 602-235-9040
                  Email: charles@firesteinpc.com

Total Assets: $2,849,506

Total Debts: $1,925,730

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

          http://bankrupt.com/misc/azb08-17961.pdf


EASTMAN KODAK: S&P Cuts Corp. Credit Rating to 'B'; WatchNeg.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Eastman Kodak Co. by one notch.  The
corporate credit rating was lowered to 'B' from 'B+'.  These
ratings remain on CreditWatch with negative implications, where
they were initially placed Nov. 3, 2008, because of the company's
significant downward revision in earnings guidance in October.

The recovery ratings on the senior secured debt remain at '1',
reflecting S&P's expectation of very high recovery (90%-100%) in
the event of a payment default, and the recovery ratings on the
unsecured debt remain at '5', reflecting S&P's expectation of
modest recovery (10%-30%) in the event of a payment default.  Upon
resolution of the CreditWatch status, S&P could revise the
recovery ratings if S&P's valuation assumptions change.

Rochester, New York-based Eastman Kodak had $1.3 billion in debt
at Sept. 30, 2008.

"The ratings downgrade reflects the company's announcement that it
has now withdrawn its guidance, and this presents significant
uncertainty, magnified by the recession," said S&P's credit
analyst Tulip Lim.  "We expect that consumers will pull back on
leisure expenditures, and that Kodak's businesses customers'
budgets will be strained, opening the possibility of significant
earnings disappointments."

Kodak stated that the economy and credit market conditions have
affected its business, and it now expects revenue growth, earnings
from operations, and cash flow generation to be even below its
October downward forecast.  Management is taking measures,
including cost-cutting efforts to address the situation; however,
S&P is concerned these efforts may be undermined by declining
demand and the recession.  The expected underperformance
highlights its ongoing concerns regarding the company's increasing
reliance on its digital businesses while its higher-margin
traditional imaging business declines.

S&P expects that Kodak will have significant negative
discretionary cash flow in full-year 2008.  The company's cash
balance at Sept. 30, 2008, remained substantial, at $1.8 billion.
Although Kodak has indicated that it wants to maintain at least a
$1 billion cash balance to finance seasonal working capital needs,
its cash position could quickly diminish if discretionary cash
flow deficits widen, especially given its dividend rate of more
than 25% of EBITDA in the 12 months ended Sept. 30.  The company
stated in late October 2008 that it did not plan to change its
dividend policy.  The company repurchased $219 million of its
common stock in the nine months ended Sept. 30.

In resolving the CreditWatch listing, S&P will assess the
company's near-term earnings and cash flow prospects.  Financial
policy and liquidity will be key considerations.  Near-term
maturities are modest.  Significant maturities include
$575 million of convertible bonds, which are putable in 2010.


EL PASO: Files Amended Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
El Paso Chile Company, Inc. and Desert Pepper filed with the U.S.
Bankruptcy Court for the Western District of Texas an amended
Chapter 11 Plan and Disclosure Statement explaining said Plan.

                     Funding of the Plan

Payments to creditors will be made from future earnings of the
Debtor and liquidation of various real properties owned by the
Debtors and United Gourmet, L.P., the land holding aspect of the
Debtors' overall operations and owner of the Fred Wilson property
from which the Debtors operate.

                      Treatment of Claims

All Allowed Administrative Claims, including Fee Requests, shall
be paid in full on the later of (i) the Effective Date, or (ii)
within thirty days after the Administrative Claim becomes an
Allowed Claim.  Each holder of an Allowed Tax Claim arising before
the Petition Date shall be paid in equal monthly installments of
principal and interest over a period of 5 years from the date of
assessment of the taxes.

The Debtors' Amended Plan provides for 7 classes of Claims.

Except for Classes 4 and 5, all Classes are impaired under the
Plan.  Class 4 consist of the Secured Claim of Berlin Packaging,
LLC in the amount of $48,474.  Berlin shall receive in full
satisfaction of its claim the molds and bottle cap inventory
securing its claim.  Class 5 consist of the claims of Bank of the
West in the amount of $19,475 secured by a lien on a 2006 Chrysler
300 automobile.  Bank of the West will continue to receive monthly
payments of $597.74 until maturity on July 12, 2011.

Class 1 claims include the secured claim of the City of El Paso in
the amount of $11,014 for ad valorem taxes on the Debtor's
property situated in the City of El Paso, El Paso County, Texas,
covering tax year 2008.  The City of El Paso's allowed claim will
be paid in full in 60 equal monthly installments, with the first
payment to be made on the Plan's Effective Date.

Class 2 consist of the secured claim of Sovereign Business Credit,
a division of Sovereign Business Capital.  The full allowed amount
of Sovereign's secured claims in the approximate amount of
$2,334,475, plus accrued unpaid interest, charges, and other fees
shall be paid by means of the sale of the real property located at
4707 Fred Wilson Drive in El Paso, Texas, and quarterly
distributions in the amounts and on the dates set forth below:

             12/31/2008     $300,000
              3/15/2009     $100,000
              4/14/2009     $200,000
              6/15/2009     $100,000
              9/15/2009     $100,000
             12/15/2009     $100,000
              1/15/2010     $700,000
              4/15/2010     $100,000
              6/15/2010     $100,000
              9/15/2010     $100,000
             12/15/2010     $100,000
              3/15/2011     $100,000
              6/15/2011     $100,000
              9/15/2011     $100,000
             12/15/2011     $100,000
              3/15/2012     $128,255

In the event that the Fred Wilson property is not sold within two
years of the Effective Date of the Plan of Reorganization, the
remaining balance due and owing to Sovereign will be paid out over
an additional 24 months by means of equal quarterly installments.
The outstanding indebtedness of Sovereign will be paid at a fixed
rate of interest of 6 1/2% p.a.

Class 3 consist of the claim asserted by CIT Small Business
Lending Corp ("CIT") in the amount of $646,638.  The allowed
secured claims of CIT shall be paid by means of monthly payments
in the amount of $4,031.46 until such time as its claim is paid in
full.  In addition, CIT shall receive $2,015.73 per month from
United Gourmet, L.P.

Class 6 consist of the general unsecured claims against the Debtor
with the exception of the deficiency and claims, if any, of the
Class 1, 2 or 3 Creditors.  The Class 6 creditors will be paid
approximately 50% of the allowed amount of their claims over a
period of 48 months from the Effective Date of the Plan without
interest by means of quarterly and bi-quarterly payments.  The
Class 6 creditors shall receive a lien on all outstanding stock of
the Debtor until all Plan payments are completed.

Class 7 consist of the equity interests in the Debtor.  The equity
interest owners shall retain their ownership interests in the
Debtor subject to the lien granted to the Class 6 creditors under
the Plan.  The Class 7 equity owners shall not receive any
dividends or distributions of their shares until such time as all
allowed claims are paid in full.

As reported in the Troubled Company Reporter on Nov. 7, 2008, the
U.S. Trustee for Region 7 asked the Court to deny approval of the
Disclosure Statement of the Debtors until they have addressed each
of the concerns raised in his objection, including an explanation
for the basis for the projection that El Paso will operate at a
positive cash flow when based on El Paso's August 2008 operating
report, the company had a negative cash flow of $151,668.  The
Trustee also said that Desert Pepper should correct the
inconsistencies in the Disclosure Statement pertaining to the
monthly amounts to be paid to unsecured creditors.

A full-text copy of the Debtors' Amended Chapter 11 Plan is
available for free at:

               http://researcharchives.com/t/s?3622

A full-text copy of the Disclosure Statement explaining the
Debtors' Amended Chapter 11 Plan is available for free at:

               http://researcharchives.com/t/s?3623

Based in El Paso, Texas, El Paso Chile Company Inc. --
http://www.elpasochile.com/-- is a salsa, chile and margarita mix
distributor.  Dessert Pepper Trading Company specializes in the
grocery side of the business.  El Paso Chile and Desert Pepper
Tradihg filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Case Nos. 08-30949 and 08-30948).  Bernard R. Given, II,
Esq., at Beck & Given, P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets of $1 million to $100 million,
and debts of $1 million to $100 million.


EZ LUBE: Can Access Goldman DIP Facility and Cash Collateral
------------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized EZ Lube LLC and Xpress Lube-
Tech Inc., to obtain, on an interim basis, postpetition financing
from a syndicate of financial institutions led by Goldman Sachs
Specialty Lending Group LP, as administrative agent.

Judge Sontchi also authorized the Debtors to use cash collateral
on the interim.

A hearing is set for Jan. 5, 2008, at 3:30 p.m., to consider final
approval of motions.  Objections, if any, are due Dec. 23, 2008

Troubled Company Reporter said on Dec. 11, 2008, the Debtors told
the Court that they have an urgent need to obtain postpetition
financing -- and use of cash collateral -- to allow them to
proceed with the sale of their assets and maintain their business
operations.  The absent of financing would suffer immediate harm
to their estate, the Debtors pointed out.

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

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

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

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

Salient terms of the DIP credit facility are:

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

    Lender:                    Goldman Sachs Specialty Lending
                               Group LLC;

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

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

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

                               Floating rate equal to Base
                               Rate plus 4.5%

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

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

   -- 180 days after the Debtors' bankruptcy filing;

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

   -- effective date of a plan of reorganization;

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

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

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

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

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

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

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

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

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

                         About EZ Lube LLC

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


EZ LUBE: Court Approves Kurtzman Carson as Claims Agent
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized EZ Lube LLC and Xpress Lube-Tech Inc. to employ
Kurtzman Carson Consultants LLC as their notice, claims and
solicitation agent.

The firm is expected to:

   a) notify all potential creditors of the filing of these
      Chapter 11 cases of the setting of the first meeting of
      creditors, under Section 341(a) of the Bankruptcy Code;

   b) file affidavits of service for all mailings, including a
      copy of each notice, a list of person to whom such notice
      was mailed and the date mailed;

   c) furnish a notice of the last date for filing proofs of claim
      and a form for filing proof of claim to creditors and
      parties in interest;

   d) maintain an official copy of the schedules, listing
      creditors and amounts owed;

   e) docket all claims filed and maintaining the official
      claims register on behalf of the clerk and providing to
      the clerk an exact duplicate thereof;

   f) specify in the claims register for each claim docket (i)
      the claim number assigned, (ii) the dated received, (iii)
      the name and address of the claimant, (iv) the filed amount
      of the claim, if liquidated, and (v) the allowed amount of
      the claim;

   g) record all transfers of claims and providing notices of the
      transfers as required under the Bankruptcy Rule 3001(e);

   h) maintain the official mailing list for all entities who
      have filed proofs of claim;

   i) mailing the Debtors' disclosure statement, plan, ballots and
      any other related solicitation materials to holders of
      impaired claims and equity interests;

   j) receive and tally ballots and responding to inquiries
      respecting voting procedures and the solicitation of votes
      on the plan; and

   k) provide any other administrative and distribution services
      set for in the services agreement as are necessary or
      required.

The firm will receive a $25,000 retainer for services to be
performed and expenses to be incurred.

Michael J. Frishberg, director of restructuring services of the
firm, assures the Court that the firm does not hold any interests
adverse to the Debtors' estate and their creditors, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                         About EZ Lube LLC

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


EZ LUBE: Section 341(a) Meeting Scheduled for January 16, 2009
--------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of EZ Lube LLC and Xpress Lube-Tech
Inc. on Jan. 16, 2009, at 11:00 a.m., at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112.

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 EZ Lube LLC

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


EZ LUBE: Files Sale Protocol for All Assets; Lead Bidder Named
--------------------------------------------------------------
EZ Lube LLC and Xpress Lube-Tech Inc. ask the United States
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures for the sale of substantially all of their
assets, subject to competitive bidding and auction.

The Debtors have retained Broadway Advisors LLC as their financial
advisor and investment banker in connection with the sale of their
assets.

The Debtors entered on Dec. 8, 2008, into an asset purchase
agreement with EZ Lube Acquisition Company LLC to acquire their
assets for:

  -- an aggregate amount in cash and assumption of their
     obligations under the DIP facility equal to the DIP amount
     and the first lien facility equal to the first lien amount;

  -- $1,500,000 plus the difference of the amount provided for
     professional fee claims in the approved budget less the
     amount of professional fee claims incurred and paid as of
     closing;

  -- $2,000,000 representing a portion of the second lien amount
     which will be bid by the purchaser; and

  -- the assumption of assumed liabilities.

The Debtors reminds the Court that the DIP facility will terminate
in May 2009, and requires the sale to be approved within 120 days
of their petition date and closed within 15 days after approval.
The Debtors say they were unable to obtain other financing for
their operations and expenses.

The Debtors propose that each bid must be accompanied by a good
faith deposit of $1,000,000.  The Debtors also propose a minimum
overbid at purchase price plus $500,000.

A full-text copy of the asset purchase agreement dated Dec. 8,
2008 is available for free at http://ResearchArchives.com/t/s?3618

A full-text copy of the bidding procedures is available for free
at http://ResearchArchives.com/t/s?3619

                         About EZ Lube LLC

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


FEDERAL-MOGUL: Bankruptcy Court OKs Settlement w/ Former CEO
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the stipulation among Federal-Mogul Corp., the official
committee of unsecured creditors in its Chapter 11 case, and
Richard Snell, Federal-Mogul Corporation's former president, chief
executive officer, and chairman of the board of directors.

Pursuant to the Stipulation, the Parties agree that Mr. Snell and
his wife, Sheridan Snell, will have an allowed unsecured claim
against Federal-Mogul for $4,360,000, which will be paid in
accordance with the terms of the Stipulation and the Debtors'
confirmed Fourth Amended Joint Plan of Reorganization, provided
that the first installment payment will not be due and owing to
the Snells until January 31, 2009.  The second and third
installment payments will be made in accordance with the
timetable specified in the Plan.

                   Terms of Snell Settlement

Richard Snell, from November 1996 until September 2000, served as
president, chief executive officer, and chairman of the board of
directors of Federal-Mogul Corporation.  In connection with his
service, Mr. Snell was covered by certain pension arrangements,
including the "Supplemental Key Executive Pension Plan," pursuant
to which he received a monthly prepetition payment of
approximately $35,000.

As of the Petition Date, the Debtors projected that Mr. Snell had
accrued SKEPP benefits of $4,900,000.  By an order dated
April 30, 2002, the Court authorized the Debtors to continue
paying Mr. Snell a $3,500 per month cap, which payments continued
and will continue to be paid to Mr. Snell, or to Sheridan Snell,
Mr. Snell's wife.

On February 27, 2003, the Snells filed a proof of claim against
Federal-Mogul, which was assigned as Claim No. 5407, asserting an
unsecured, non-priority claim for $7,716,495, including amounts
allegedly owed under the SKEPP, and unliquidated claims for
future, contingent rights of indemnification related to
Mr. Snell's prior service to the Debtors.

The Debtors disputed the Claim's amounts.  In addition, the
Debtors and the Official Committee of Unsecured Creditors
asserted that certain amounts paid to Mr. Snell prior to the
Petition Date constituted avoidable transfers under the
Bankruptcy Code.  Pursuant to certain tolling agreements, the
period in which the Debtors and the Creditors Committee might
bring actions against Mr. Snell to recover avoidable transfers
has been extended through October 31, 2008.

Pursuant to the Debtors' Fourth Amended Joint Plan of
Reorganization, the Creditors' Committee is designated as the
representative of the bankruptcy estates in pursuing and settling
any actions to avoid and recover transfers made to Mr. Snell.
The Creditors Committee was actively involved throughout the
Chapter 11 cases in negotiations with Mr. Snell to resolve both
the Claim and the estates' claims against him.

Pursuant to the Stipulation, the Parties agree that the Snells
will have an allowed unsecured claim against Federal-Mogul for
$4,360,000, which will be paid in accordance with the terms of
the Plan, provided that the first installment payment will not be
due and owing to the Snells until January 31, 2009.  The second
and third installment payments will be made in accordance with
the timetable specified in the Plan.

The Debtors assert that the terms of the Stipulation, in which
negotiations have taken place over a period of several years, are
fair and reasonable, and in the best interests of the estates.
They add that the Stipulation resolves simultaneously one of the
most significant causes of action remaining in the estates, and
one of the largest remaining unresolved general unsecured claims
asserted against the 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.


FIRST UNION: Interest Shortfalls Cue S&P's 'D' Rating on Class L
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
L commercial mortgage pass-through certificates from First Union
National Bank Commercial Mortgage Trust series 2000-C2 to 'D' from
'CCC-'.

S&P downgraded the class to 'D' because of recurring interest
shortfalls to the class.  An appraisal subordinate entitlement
reduction that is in effect for one asset and the reimbursement of
advances to the master servicer, Wachovia Bank N.A., related to
one loan that was previously with the special servicer are the
primary causes of the shortfalls.

Details for the two assets are:

  -- The Red Oak Apartments ($4.6 million, 13%) asset is currently
     with the special servicer and is secured by a 186-unit
     multifamily property in Houston, Texas.  The loan was
     transferred to the special servicer, LNR Partners Inc., in
     October 2007 and is now classified as real estate owned.  The
     interior and exterior of the property have been rehabilitated
     for $1 million.  Occupancy as of May 2008 was 63%.  An
     appraisal reduction amount totaling $2.6 million is in effect
     for this asset.  The related ASER amount on the Nov. 18,
     2008, remittance report was $20,886.  The cumulative ASER
     reported was $154,545.

  -- The second asset was previously with the special servicer,
     but was resolved and returned to the master servicer in
     August 2003.  The loan was subsequently defeased on Feb. 22,
     2007.  The asset, the Crowne Plaza loan, was secured by a
     533-room full-service hotel in Phoenix, Arizona.  The loan
     was transferred to the special servicer on Aug. 12, 2001, due
     to payment default.  The borrower subsequently filed Chapter
     11 bankruptcy.  As part of the bankruptcy settlement,
     $3.9 million of the advances was capitalized into the
     mortgage loan amount and $1.2 million was forgiven.  The
     interest rate on the loan was also modified with various
     interest rate step-ups, reaching 8.95% in years eight through
     10.  The term of the loan remains 10 years, and the loan is
     scheduled to mature in February 2011.  The current interest
     rate on the loan is 8.35%.  The loan balance at issuance was
     $16.5 million; the current outstanding principal balance is
     $18.3 million.  The servicer has approximately $1.3 million
     of advances to recover comprising principal and interest,
     property protection, and other advances.  The servicer has
     been recovering advances each remittance period that are
     causing interest shortfalls.  The servicer recovered $18,523
     of advances in November.

                         Rating Lowered

        First Union National Bank Commercial Mortgage Trust
    Commercial mortgage pass-through certificates series 2000-C2

                      Rating
                      ------
           Class   To         From    Credit enhancement
           -----   --         ----    ------------------
           L       D          CCC-                 0.81%


FORD MOTOR: Auto Aid Rejected by Senate; Access to TARP Mulled
----------------------------------------------------------------
Greg Hitt, Jeffrey McCracken, and John D. Stoll at The Wall Street
Journal report that the U.S. Senate has rejected the
$14 billion financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

As reported by the Troubled Company Reporter on Dec. 11, 2008, The
House of Representatives passed the bill on the government
financial assistance being requested by GM, Ford Motor, and
Chrysler.  The bill states that the U.S. president will appoint
one or more officers from the Executive Branch to facilitate the
restructuring necessary to achieve the long-term financial
viability of the automakers.

WSJ relates that the bill failed due to a dispute within the
Senate over the wages paid to the companies' workers.  Citing
Senate Majority Leader Harry Reid, the report says that the Senate
would be in recess, and would stand in pro forma session until
January 2009.

According to WSJ, only a few Republicans had been willing to back
the rescue package, while others raised concerns about government
intervention in the marketplace and demanded that the bill be
strengthened to exact concessions from the industry.

           Access to $700BB Financial-Rescue Plan

John D. McKinnon, Deborah Solomon, and Greg Hitt at WSJ report
that the White House said on Friday that it would consider letting
GM, Chrysler, and Ford Motor access the $700 billion financial-
rescue plan.  The government's $700 billion Troubled Asset Relief
Program was approved in October and was intended for financial
institutions.

Citing a person familiar with the matter, WSJ relates that the
loans to be offered could be lesser than the $14 billion financial
assistance.  According to the report, the source said that it
could be closer to $8 billion and GM would be a recipient.  The
report says that GM is hoping for about
$10 billion.

WSJ states that Chrysler's parent Cerberus Capital Management was
criticized for not bailing out its own company, while Ford Motor
said that it doesn't need a short-term lifeline and is seeking for
loans in case the market worsens.

        Canadian Gov't May Provide Financial Assistance

The Canadian government is considering providing financial aid to
units of GM, Ford Motor, and Chrysler, Alexandre Deslongchamps and
Hugo Miller at Bloomberg News report, citing Canadian Finance
Minister Jim Flaherty.

"Our government is open to helping the industry.  This is a day-
by-day thing, obviously, in terms of developments in the United
States," Bloomberg quoted Minister Flaherty as saying.

According to Bloomberg, GM has asked for C$800 million assistance
from Canada by year-end, an additional C$1.2 billion line of
credit through March 2009, and then C$400 million in the second
quarter of 2009.

Bloomberg states that MF Global Ltd. broker Aaron Fennell found
the assistance as "a waste of time because they'll probably end up
in some sort of bankruptcy within weeks."

                       About Ford Motor Co.

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

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

                         *     *     *

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

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


FORD MOTOR: Fitch Puts Issuer Default Ratings on Negative Watch
---------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


FOSTER WHEELER: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Clinton, New Jersey-headquartered Foster
Wheeler Ltd.  S&P raised the long-term corporate credit rating to
'BB+' from 'BB'.  The outlook is stable.

"The upgrade reflects Foster Wheeler's good cash flow generation,
sizable cash balance, and solid backlog of about $7 billion," said
S&P's credit analyst Robyn Shapiro.  Foster Wheeler, a provider of
petrochemical and power-related engineering and construction
services, reported total debt of approximately $220 million at
Sept. 26, 2008.

The ratings on Foster Wheeler reflect the company's intermediate
financial risk profile, marked by its low debt balance and solid
cash flow generation.  The company's financial obligations related
to postretirement and asbestos liabilities are still present,
although these have been reduced.  The rating also incorporates
the inherent cyclicality of the engineering and construction
services sector in which Foster Wheeler participates.
Nonetheless, the company's good market position, strong backlog
levels, improved risk management policies and profitability, and
low financial leverage are supportive rating factors.

With sales of roughly $6.7 billion during the trailing 12 months
ended Sept. 26, 2008, Foster Wheeler is a globally diversified E&C
company operating through two reporting segments: the global E&C
group and the global power group.  The first unit provides
services to the process sectors (oil and gas, energy,
petrochemicals, and pharmaceuticals), and the second unit designs,
manufactures, and erects steam generators for industrial power
plants, power stations, and cogeneration facilities. The company
exhibits solid technical expertise in delayed coking and
circulating fluidized bed technologies.

For the rating, S&P expects funds from operations to total debt of
about 30%, in addition to sufficient liquidity at all points in
the cycle.  The company recently announced a $750 million share
repurchase program and had about $400 million remaining under
authorization as of November 2008.  Additionally, since 2007, the
company has been exploring strategic acquisitions to complement or
expand technical capabilities or to access new market segments.
S&P expects the company to finance future transactions in a manner
consistent with S&P's expectations at the current ratings.

A revision of the outlook to positive or an upgrade could occur if
Foster Wheeler can sustain good cash flow protection measures and
healthy liquidity through a downturn in the industry.  Conversely,
S&P could take a negative rating action if the company's credit
protection measures or liquidity declines significantly, possibly
due to cost overruns or working capital swings.  For example, S&P
could revise the outlook to negative or lower the rating if FFO to
debt appears likely to fall below 30%.


GENERAL GROWTH: Citigroup Inc. Holds 5.4% Stake
-----------------------------------------------
Citigroup Inc. and two other companies disclosed in a regulatory
filing with the Securities and Exchange Commission that they may
be deemed to beneficially own General Growth Properties, Inc.'s
shares of common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Citigroup Financial Products Inc.      14,245,462       5.3%
Citigroup Global Markets Holdings Inc. 14,245,462       5.3%
Citigroup Inc.                         14,497,408       5.4%

The number of shares outstanding of General Growth's common stock
as of Nov. 10, 2008, was 268,314,510.

Citigroup Inc. also disclosed that pursuant to the restructuring
of Old Lane Partners, LLC, a Citigroup Inc. subsidiary, reported
on June 12, 2008, and effected on June 26, 2008, this filing
reflects securities beneficially owned by both Citigroup and Old
Lane.

A full-text copy of SCHEDULE 13G is available for free at
http://ResearchArchives.com/t/s?3614

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C' from
'B'.


GENERAL GROWTH: Executives Acquire 1.8MM Shares of Common Stock
---------------------------------------------------------------
Thomas H. Nolan, Jr., interim president and director of General
Growth Properties Inc. disclosed in a Form 4 filing with the
Securities and Exchange Commission that he may be deemed to
beneficially own 800,000 shares of the company's common stock
after exercising his right to buy 800,000 shares on Nov. 3, 2008.

A full-text copy of Mr. Nolan's Form 4 is available for free at
http://ResearchArchives.com/t/s?3616

Adam S. Metz, the company's interim CEO and director, disclosed in
a separate filing that he acquired 1,000,000 shares of the
company's common stock on Nov. 3, 2008.

A full-text copy of Mr. Metz's Form 4 is available for free at
http://ResearchArchives.com/t/s?3617

The number of shares outstanding of General Growth's common stock
as of Nov. 10, 2008, was 268,314,510.

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C' from
'B'.


GENERAL GROWTH: In Talks With Lenders to Extend Mortgage Loans
--------------------------------------------------------------
General Growth Properties, Inc., is in talks with its syndicate of
lenders for a further extension of the Fashion Show and Palazzo
mortgage loans currently scheduled to mature on Dec. 12, 2008.
There can be no assurance that General Growth will obtain these
further extensions.

Kris Hudson at The Wall Street Journal reports General Growth
isn't in default on the loan even if the deadline passes without
an extension, until the banks declare it so.

General Growth reported the completion of $896 million of mortgage
loans.  The maturity dates of these mortgage loans range from five
to seven years.  The proceeds were fully used to retire a $58
million bond issued by The Rouse Company LP maturing Dec. 11,
2008, as well as to refinance approximately $814 million of
mortgage indebtedness scheduled to mature in 2009.  These
refinanced loans are separate from the Fashion Show and Palazzo
mortgage loans.

WSJ reports that the new mortgages will due in 2013 to 2015, and
they General Growth an extra $24 million in cash, which would
likely be used to cover fees and closing costs.

General Growth still has $2 billion in debt that expires in 2009
and $4.5 billion due in 2010, WSJ relates.

                      About General Growth

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings has downgraded its issuer default rating on General
Growth Properties to 'C' from 'B'.

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


GENERAL GROWTH: Morgan Stanley Discloses Ownership of 5.1% Stake
----------------------------------------------------------------
Morgan Stanley disclosed in a regulatory filing with the
Securities and Exchange Commission that it may be deemed to
beneficially own 13,628,093 shares of General Growth Properties,
Inc.'s common stock, equivalent to 5.1% of the total stock
outstanding.

Morgan Stanley also disclosed this filing does not reflect
securities, if any, beneficially owned by any operating units of
Morgan Stanley and its subsidiaries and affiliates.

The number of shares outstanding of General Growth's common stock
as of Nov. 10, 2008, was 268,314,510.

A full-text copy of SCHEDULE 13G is available for free at
http://ResearchArchives.com/t/s?3615

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C' from
'B'.


GENERAL GROWTH: Pershing Square, et. al. Disclose 7.5% Stake
------------------------------------------------------------
Pershing Square Capital Management L.P., et. al., filed Schedule
13D/A with the Securities and Exchange Commission to amend and
supplement the Schedule 13D filed on Nov. 24, 2008

In a regulatory filing, four entities disclosed that they may be
deemed to beneficially own shares of General Growth Properties,
Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Pershing Square Capital Management L.P. 20,080,690      7.5%
PS Management GP, LLC                   20,080,690      7.5%
Pershing Square GP, LLC                  7,626,991      2.8%
William A. Ackman                       20,080,690      7.5%

The number of shares outstanding of General Growth's Common Stock,
$.01 par value, as of Nov. 10, 2008, was 135,807,774.

Pershing Square purchased the Subject Shares and the Swaps, for a
total consideration of $9,261,789.  The source of funds for the
transactions was derived from the capital of the Pershing Square
Funds.

As of Dec. 8, 2008, Pershing Square, et. al., beneficially owned
an aggregate of 20,080,690 Common Shares, representing
approximately 7.5% of the outstanding Common Shares.  Pershing
Square also have additional economic exposure to approximately
48,500,000 Common Shares under certain cash-settled total return
swaps, bringing their total aggregate economic exposure to
68,580,690 Common Shares or approximately 25.6% of the outstanding
Common Shares.

A full-text copy of General Growth's Schedule 13D is available for
free at http://ResearchArchives.com/t/s?3613

                      About General Growth

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C' from
'B'.


GENERAL MOTORS: Auto Aid Rejected by Senate; Access to TARP Mulled
------------------------------------------------------------------
Greg Hitt, Jeffrey McCracken, and John D. Stoll at The Wall Street
Journal report that the U.S. Senate has rejected the
$14 billion financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

As reported by the Troubled Company Reporter on Dec. 11, 2008, The
House of Representatives passed the bill on the government
financial assistance being requested by GM, Ford Motor, and
Chrysler.  The bill states that the U.S. president will appoint
one or more officers from the Executive Branch to facilitate the
restructuring necessary to achieve the long-term financial
viability of the automakers.

WSJ relates that the bill failed due to a dispute within the
Senate over the wages paid to the companies' workers.  Citing
Senate Majority Leader Harry Reid, the report says that the Senate
would be in recess, and would stand in pro forma session until
January 2009.

According to WSJ, only a few Republicans had been willing to back
the rescue package, while others raised concerns about government
intervention in the marketplace and demanded that the bill be
strengthened to exact concessions from the industry.

           Access to $700BB Financial-Rescue Plan

John D. McKinnon, Deborah Solomon, and Greg Hitt at WSJ report
that the White House said on Friday that it would consider letting
GM, Chrysler, and Ford Motor access the $700 billion financial-
rescue plan.  The government's $700 billion Troubled Asset Relief
Program was approved in October and was intended for financial
institutions.

Citing a person familiar with the matter, WSJ relates that the
loans to be offered could be lesser than the $14 billion financial
assistance.  According to the report, the source said that it
could be closer to $8 billion and GM would be a recipient.  The
report says that GM is hoping for about $10 billion.

WSJ states that Chrysler's parent Cerberus Capital Management was
criticized for not bailing out its own company, while Ford Motor
said that it doesn't need a short-term lifeline and is seeking for
loans in case the market worsens.

   GM & Chrysler May Fail to Pay $9BB in Bills From Suppliers

Sharon Terlep at WSJ relates that after the Senate denied the
government bailout, GM and Chrysler may not be able to pay the
$9 billion in bills for already-delivered auto parts.

According to WSJ, the impending payments to suppliers account for
almost half the cash GM had available at the end of the third
quarter.  Suppliers, says WSJ, might tighten payment terms, which
would accelerate the erosion of cash from the auto makers.

WSJ quoted United Auto Workers President Ron Gettelfinger as
saying, "We need to satisfy suppliers that there is going to be a
tomorrow.  If suppliers believe they can't operate, what are they
going to do?  They aren't going to deliver the goods.  If they
don't deliver the goods, the plants go down."

        GM to Slash Production in First Quarter 2009

GM disclosed on Dec. 12 a significant reduction of planned
production for the first quarter of 2009 due to the ongoing and
severe drop in industry sales, which were down 36 percent in
November overall and 41 percent for GM (2007 vs. 2008).  The
impact of these and recently announced actions to adjust
production with market demand, will result in the temporary idling
of approximately 30 percent of GM's North American assembly plant
volume during the first quarter of 2009 and will remove
approximately 250,000 units from production.

The speed and severity of the U.S. auto market's decline has been
unprecedented in recent weeks as consumers reel from the collapse
of the financial markets and the resulting lack of credit for
vehicle financing.

These U.S., Canada, and Mexico operations are affected:

* U.S.:

        -- Ft. Wayne (Indiana): Chevy Silverado, GMC Sierra Light
           Duty Regular and Extended Cab;

        -- Flint Assembly (Michigan): Chevy Silverado, GMC Sierra
           Heavy Duty Regular and Crew Cab & Medium Duty;

        -- Wentzville (Missouri): Chevy Express, GMC Savanna;

        -- Lansing Delta Township (Michigan): Buick Enclave, GMC
           Acadia, Saturn Outlook;

        -- Pontiac Assembly (Mich.): Chevy Silverado, GMC Sierra
           Heavy Duty Extended Cab;

        -- Spring Hill (Tennessee): Chevy Traverse;

        -- Fairfax Assembly (Kansas): Chevrolet Malibu/Hybrid,
           Saturn Aura/Hybrid;

        -- Arlington Assembly (Texas): Full Size SUVs: Chevy
           Suburban, Tahoe & Tahoe Hybrid, GMC Yukon, Yukon XL &
           Yukon Hybrid, Cadillac Escalade/Escalade ESV &
           Escalade Hybrid;

        -- Lansing Grand River (Michigan): Cadillac STS & CTS;

        -- Orion (Michigan): Chevy Malibu, Pontiac G6;

        -- Detroit-Hamtramck (Michigan): Buick Lucerne, Cadillac
           DTS;

        -- Shreveport (Louisiana): Chevy Colorado, GMC Canyon,
           Hummer H3 & H3T;

        -- Bowling Green (Kentucky): Chevy Corvette, Cadillac
           XLR; and

        -- Wilmington (Delaware): Pontiac Solstice, Saturn Sky,
           Opel GT

* Canada:

        -- Oshawa Consolidated: Chevy Impala;

        -- Oshawa Truck: Chevy Silverado, GMC Sierra Light Duty
           Extended and Crew Cab;

        -- CAMI: Chevy Equinox, Pontiac Torrent

* Mexico:

        -- Silao: Chevy Silverado, GMC Sierra Light Duty Crew
           Cab, Chevy Avalanche, Cadillac Escalade EXT;

        -- Ramos 2: Chevy HHR, Saturn VUE, Chevy Captiva; and

        -- San Luis Potosi: Chevy Aveo, Pontiac G3

As a result of these assembly plant actions, GM will also continue
to assess its powertrain and stamping capacity needs and make
adjustments as appropriate.

        Canadian Gov't May Provide Financial Assistance

The Canadian government is considering providing financial aid to
units of GM, Ford Motor, and Chrysler, Alexandre Deslongchamps and
Hugo Miller at Bloomberg News report, citing Canadian Finance
Minister Jim Flaherty.

"Our government is open to helping the industry.  This is a day-
by-day thing, obviously, in terms of developments in the United
States," Bloomberg quoted Minister Flaherty as saying.

According to Bloomberg, GM has asked for C$800 million assistance
from Canada by year-end, an additional C$1.2 billion line of
credit through March 2009, and then C$400 million in the second
quarter of 2009.

Bloomberg states that MF Global Ltd. broker Aaron Fennell found
the assistance as "a waste of time because they'll probably end up
in some sort of bankruptcy within weeks."

                      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: E. Kullman Resigns from Board to Focus on DuPont
----------------------------------------------------------------
General Motors Corp. disclosed that Ellen J. Kullman, president of
DuPont, has resigned from its board of directors effective
Dec. 11, 2008, to focus on her new responsibilities at DuPont.
Mrs. 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," said
Mrs. Kullman.  "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 [Mrs. Kullman'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."

Mrs. 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: May Lose 40% of Dealers If GMAC Goes Bankrupt
-------------------------------------------------------------
A bankruptcy filing by GMAC LLC may cause General Motors Corp. to
lose as many as 40% of its 6,500 U.S. dealerships, Greg Bensinger
at Bloomberg News reports, citing a retailer for GM.

Bloomberg relates that GMAC is GM dealers' largest source of
financing for purchasing vehicles, representing about 75% of U.S.
inventory.  The report says that tighter GMAC loan rules
discouraged about 40% of potential buyers, helping drag GM sales
to a 22% decline this year.

Bloomberg quoted Martin NeSmith, a liaison to the lender as a
member of GM's National Dealer Council, as saying, "There's so
many dealers on the edge, if GMAC goes out of business 30 to 40
percent of dealers won't be able to get financing from anywhere
else.  They'll go out of business."

As reported by the Troubled Company Reporter on Dec. 11, 2008,
GMAC Financial Services threatened bondholders that it would
abandon its effort to become a bank holding company if it doesn't
get the required support from them.  GMAC failed to lure enough
bondholders to $38 billion debt exchange offer and so the company
failed to raise enough capital for it to become a bank holding
company.  GMAC must raise $2 billion of new capital and have at
least $30 billion in total regulatory capital.  By becoming a
bank, GMAC will be able to access the Treasury's $700 billion
rescue fund.  It will also allow GMAC to sell bonds backed by the
Federal Deposit Insurance Corp., giving it new funding.  GMAC was
shut out of the public market for bonds backed by auto loans for
the past six months.  GMAC asked bondholders in November to tender
their securities for at least 55 cents in cash or a combination of
new notes and preferred stock, which would count as regulatory
capital.  GMAC's debt exchange offer is extended to GMAC and
Residential Capital LLC investors.  GMAC extended for the third
time the delivery deadline for debt holders to Dec. 12.

Aparajita Saha-Bubna and Liz Rappaport at The Wall Street Journal
report that some bondholders said that the plan doesn't ask enough
sacrifice from GMAC's owners -- GM and an investor group led by
Cerberus Capital Management LP.  According to the report, the
bondholders want equity holders to put in their share of new
capital.

According to WSJ, the proposed debt exchange is necessary to GMAC,
which may face bankruptcy protection if it isn't completed.

                      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.


GLITNIR BANKI: KPMG Halts Probe on Pre-Bankruptcy Operations
------------------------------------------------------------
Iceland Review reports that KPMG Iceland decided Wednesday last
week to halt its investigation of trade within Glitnir banki hf
before it went bankrupt following criticism of its work.

According to the report, KPMG's participation in the investigation
was criticized because the auditor had also worked for old
Glitnir's largest shareholders.

Arni Tomasson, chairman of the resolution committee of old
Glitnir, as cited by the report, said KPMG, which launched its
investigation of old Glitnir in October, will not receive payment
for its work.

"Since [KPMG] chose to leave the project they own the data and
will not get paid.  I don't know whether we can reach an agreement
with them on partial payment for the exchange of some of the
data," Mr. Tomasson was quoted by the report as saying.

The Glitnir resolution committee is now in talks with auditor
Ernst & Young on resuming the investigation, the report discloses.
The investigation, according to Mr. Tomasson, will be delayed by
up to two months as Ernst & Young have much less information about
old Glitnir's operations, the report relates.  It is also unclear
whether the new investigator will be able to use some of the
information gathered by KPMG, the report adds.

Mr. Tomasson however noted all possible connections between the
auditor and old Glitnir are currently being looked into, the
report states.

                      About Glitnir banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services to
corporation, financial institutions, investors and individuals.

Glitnir banki filed a Chapter 15 petition on November 26, 2008
(Bankr. S.D. N.Y. Case No. 08-14757).  The firm has retained Gary
S. Lee, Esq., at Morrison & Foerster LLP, in New York, as counsel.
In its Chapter 15 petition, the company estimated both its assets
and debts to be than US$1 billion each.


GMAC LLC: Bankruptcy Would Cause GM to Lose 40% of Dealers
----------------------------------------------------------
A bankruptcy filing by GMAC LLC may cause General Motors Corp. to
lose as many as 40% of its 6,500 U.S. dealerships, Greg Bensinger
at Bloomberg News reports, citing a retailer for GM.

Bloomberg relates that GMAC is GM dealers' largest source of
financing for purchasing vehicles, representing about 75% of U.S.
inventory.  The report says that tighter GMAC loan rules
discouraged about 40% of potential buyers, helping drag GM sales
to a 22% decline this year.

Bloomberg quoted Martin NeSmith, a liaison to the lender as a
member of GM's National Dealer Council, as saying, "There's so
many dealers on the edge, if GMAC goes out of business 30 to 40
percent of dealers won't be able to get financing from anywhere
else.  They'll go out of business."

As reported by the Troubled Company Reporter on Dec. 11, 2008,
GMAC Financial Services threatened bondholders that it would
abandon its effort to become a bank holding company if it doesn't
get the required support from them.  GMAC failed to lure enough
bondholders to $38 billion debt exchange offer and so the company
failed to raise enough capital for it to become a bank holding
company.  GMAC must raise $2 billion of new capital and have at
least $30 billion in total regulatory capital.  By becoming a
bank, GMAC will be able to access the Treasury's $700 billion
rescue fund.  It will also allow GMAC to sell bonds backed by the
Federal Deposit Insurance Corp., giving it new funding.  GMAC was
shut out of the public market for bonds backed by auto loans for
the past six months.  GMAC asked bondholders in November to tender
their securities for at least 55 cents in cash or a combination of
new notes and preferred stock, which would count as regulatory
capital.  GMAC's debt exchange offer is extended to GMAC and
Residential Capital LLC investors.  GMAC extended for the third
time the delivery deadline for debt holders to Dec. 12.

Aparajita Saha-Bubna and Liz Rappaport at The Wall Street Journal
report that some bondholders said that the plan doesn't ask enough
sacrifice from GMAC's owners -- GM and an investor group led by
Cerberus Capital Management LP.  According to the report, the
bondholders want equity holders to put in their share of new
capital.

According to WSJ, the proposed debt exchange is necessary to GMAC,
which may face bankruptcy protection if it isn't completed.

                      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.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC Financial Services is in turn wholly owned by GMAC LLC.

Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has downgraded GMAC LLC's issuer default rating and
senior unsecured debt: (i) IDR to 'CCC' from 'B+'; and (ii) senior
unsecured debt to 'CC' from 'B+'.


GMAC LLC: Delivery Time Extension Won't Affect S&P's Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential
Capital LLC (CC/Watch Neg/C) are not affected by GMAC's
announcement that it extended the early delivery time with respect
to separate private exchange offers and cash tender offers to
purchase or exchange certain of its and its subsidiaries' and
Residential Capital's outstanding notes to provide investors with
a final opportunity to consider the GMAC and Residential Capital
LLC offers.

The extension was accompanied by GMAC's disclosure that, based on
results of the offers to date, GMAC would not obtain sufficient
regulatory capital to meet requirements set by the Federal Reserve
for GMAC to become a bank holding company.  The Fed required GMAC
to achieve a minimum of $30 billion total regulatory capital in
connection with its application.  To satisfy this stipulation, the
company estimates a required participation level of about 75% on a
pro rata basis.  Furthermore, the Fed informed GMAC that if the
capital requirements are not met, the application to become a bank
holding company would not be approved.

According to GMAC, it intends to withdraw its application to
become a bank holding company if the participation level is not
achieved with this extension.  The company also disclosed that its
inability to convert to a bank holding company and complete the
GMAC and Residential Capital LLC offers by Dec. 31, 2008, would
have a near-term material adverse effect on GMAC's business,
results of operations, and financial position.  If the company
fails to convert to a bank holding company, S&P believes the
potential for a bankruptcy filing by either or both of these
companies would be high.  In the absence of both a bankruptcy
filing and conversion to a bank holding company, S&P would not
likely lower its ratings on GMAC and Residential Capital LLC until
it defaults on its obligations.  S&P would view completion of the
exchange as a default under its criteria and S&P would expect to
downgrade GMAC and Residential Capital to 'SD' (selective
default), with the affected debt ratings lowered to 'D'.  S&P
would subsequently re-rate GMAC and Residential Capital,
considering the new debt and capital structures, future business
prospects, and other factors relevant to the rating.


HAVEN TRUST: State Regulator Seizes Bank; BBT to Assume Deposits
----------------------------------------------------------------
The Georgia Department of Banking and Finance closed Haven Trust
Bank on Dec. 12.  Subsequently, the Federal Deposit Insurance
Corporation was named Receiver.  No advance notice was given to
the public when a financial institution is closed.

Home equity lines of credit and other lines of credit have been
suspended.

Jessica Holzer at The Wall Street Journal reports that Branch
Banking & Trust will buy $55 million of Haven Trust's $572 million
in assets, while the FDIC will take control of the rest.  BBT
entered into an agreement with the FDIC to assume all of Haven
Trust's $515 million in deposits.

All deposit accounts have been transferred to BB&T.  Transferred
deposits will be separately insured from any accounts clients may
already have at BB&T for six months after the failure of Haven
Trust.  Checks that were drawn on Haven Trust Bank that didn't
clear before the institution closed will be honored as long as
there are sufficient funds in the account.

Haven Trust's four branches will reopen as BB&T branches on
Dec. 15.

Heaven Trust Bank -- http://www.haventrustbank.com/
-- is headquartered in Duluth, Georgia.


HAYES-LEMMERZ INT'L: Fitch Puts Issuer Default Rating on WatchNeg.
------------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


HAYES-LEMMERZ FINANCE: Fitch Puts IDR on Negative Watch
-------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


HEALTHSOUTH CORP: Court to Consider UBS Settlement on January 12
----------------------------------------------------------------
HealthSouth Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that it will be obligated to
pay the reasonable fees and expenses of the derivative plaintiffs'
lawyers, subject to the approval of the Circuit Court of Jefferson
County, Alabama.

On Oct. 23, 2008, HealthSouth and derivative stockholder
plaintiffs reached an agreement in principle with UBS Securities,
LLC and UBS AG, Stamford Branch, well as UBS' insurance carriers,
to settle certain claims in the litigation, captioned Tucker v.
Scrushy (CV-0205212), filed by the derivative plaintiffs on
HealthSouth's behalf in the Court.

A full-text copy of the notice of proposed partial settlement of
derivative action is available for free at
http://ResearchArchives.com/t/s?3627

On Dec. 11, 2008, the court unsealed the Petition for Fees as to
Recovery in Settlement of $133 Million from Defendant UBS
Securities LLC filed by the derivative plaintiffs' lawyers.  In
the Fee Petition, the derivative plaintiffs' lawyers ask for a fee
award of 30% of $133 million, or $39.9 million, plus out-of-pocket
expenses not to exceed $1.7 million.

A full-text copy of the Fee Petition is available for free at
http://ResearchArchives.com/t/s?3628

The Court has set a hearing for Jan. 12, 2009, at 10 a.m. CST at
which time it is anticipated the Court will determine whether or
not:

   i) to approve a proposed settlement of claims with UBS;

  ii) to approve an Order ending a portion of this lawsuit and
      barring further lawsuits over the claims made, or which
      could have been made, by or against UBS in Tucker v.
      Scrushy; and

iii) to award fees and expenses to derivative plaintiffs'
      lawyers.

The Court issued preliminary approval of the settlement on
Nov. 13, 2008.  The process by which stockholders may object to
any of these matters in advance of the hearing is set out in the
Notice of Proposed Partial Settlement of Derivative Action that
was previously sent to all stockholders.  As provided in the
Notice of Proposed Partial Settlement of Derivative Action,
stockholders wishing to object to the Settlement or the Fee
Petition must do so no later than 10 days prior to the Settlement
Hearing.

The company added that this settlement agreement relates only to
UBS and does not relate to the other defendants or otherwise
affect the Tucker v. Scrushy derivative litigation.

                      About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.9 billion and total liabilities of $3.3 billion, resulting
in a shareholders' deficit of about $1.4 billion.

For three months ended Sept. 30, 2008, the company's net income
was $6.6 million compared with net income of $287.6 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $70.5 million compared with net income of $699.2 million
for the same period in the previous year.

In total and through October 2008, the company has reduced its
total debt outstanding by approximately $208 million since Dec.
31, 2007.  Total debt outstanding approximated $1.8 billion as of
Oct. 31, 2008.


HLI OPERATING: Fitch Puts Issuer Default Rating on WatchNeg.
------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


HORACE MANN: A.M. Best Assigns "bb+" Rating on Subordinated Debt
----------------------------------------------------------------
A.M. Best Co. assigned on December 5, 2008, indicative ratings of
"bbb-" on senior unsecured debt, "bb+" on subordinated debt and
"bb" on preferred stock of Horace Mann Educators Corporation's
(Horace Mann) (Springfield, IL) [NYSE: HMN] $300 million universal
shelf registration filed on November 26, 2008 to replace its
current $300 million shelf registration, which expired on
December, 1, 2008. The ratings from the expired shelf have been
withdrawn, and the assigned outlook on the new ratings is stable.

The financial strength, issuer credit and debt ratings of Horace
Mann and its direct and indirect life/health subsidiaries led by
Horace Mann Insurance Company (HMIC) (Springfield, IL) are
unchanged.

The shelf offering allows Horace Mann to periodically sell debt
securities, ordinary shares, preference shares and other
securities with net proceeds to be used for working capital and
general corporate purposes. Following any debt issues, Horace
Mann's debt-to-adjusted capital and fixed charge coverage ratios
are expected to remain within A.M. Best's published parameters for
a company at Horace Mann's current rating level.

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


HOSPITALS INSURANCE: A.M Best Cuts FSR to "C-" & ICR to "cc"
------------------------------------------------------------
A.M. Best Co. downgraded on December 2, 2008, the financial
strength rating (FSR) to C- (Weak) from C++ (Marginal) and issuer
credit rating (ICR) to "cc" from "b" of Hospitals Insurance
Company, Inc. (HIC) (White Plains, NY). The outlook for both
ratings is negative.

Subsequently, A.M. Best has withdrawn the ratings at the company's
request and assigned a category NR-4 (Company Request) to the FSR
and an "nr" to the ICR.

The downgrading of the ratings is based on the decrease in HIC's
risk-adjusted capitalization, primarily driven by the significant
decline in the value of its equity investment portfolio. HIC's
ratings are reflective of its weak capitalization, inconsistent
operating performance, the business risk the company faces from
its concentration in New York, the additional volatility
associated with the equity markets given its large common stock
portfolio relative to its surplus size and the lack of reinsurance
protection. Risk-adjusted capitalization is hindered by the
company's highly elevated level of investment leverage and reserve
leverage, which is exacerbated by the substantial surplus
dependence on heavily discounted loss reserves and unstable
reserve development.


JOHNSON CONTROLS: Fitch Puts Issuer Default Rating on WatchNeg.
---------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


KINETEK HOLDINGS: S&P Cuts Corp. Credit Rating to B-; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Deerfield, Illinois-based Kinetek Holdings Corp., including the
long-term corporate credit rating to 'B-' from 'B'.  The outlook
is negative.

"The rating action reflects our belief that the company is at a
heightened risk of a covenant violation in the near term given the
weak end markets and step-downs in its covenant levels," said
S&P's credit analyst Helena Song.  It also reflects the company's
weakened performance resulting from challenging economic
conditions in U.S. and Europe, where the company generates most of
its revenue.

The ratings on Kinetek reflect the company's highly leveraged
financial profile and the competitive and cyclical nature of the
global electrical motors and motion controls systems industry in
which it operates.  Partly mitigating these risks are the
company's well-established market positions in several niches and
its relatively sound profitability underpinned by low-cost
manufacturing capabilities.

Kinetek manufactures special-purpose electric motors and
electronic motion control systems for original equipment
manufacturer applications -- including elevators, commercial floor
care machines, and consumer appliances -- and other niche end
markets.  Although cyclical and mature, the end markets and the
company's customer base are relatively diverse, and there are
growth opportunities in emerging markets.  After several quarters
of growth underpinned by favorable economic conditions and market
share gains, the company recently started to experience a sharp
downturn resulting from the softening U.S. and Europe economy.
Kinetek has also experienced competitive pricing pressure and had
limited success in passing along higher prices for raw materials
and motors and electronic components.

Kinetek's financial risk profile is highly leveraged.  As of
Sept. 30, 2008, total debt to EBITDA (adjusted for operating
leases, but excluding about $159 million of preferred stock) was
about 5.9x, and funds from operations to total debt was about 8%.
Leverage is higher when the preferred stock, which S&P views as
having the potential to be recapitalized into debt, is treated as
debt.

S&P could lower the ratings if Kinetek violates its covenants and
the likelihood of obtaining a satisfactory cure worsens or if the
company fails to meet its financial obligations.  A positive
ratings action could occur if the company avoids a covenant
violation or, if the company does violate a covenant, the company
is able to receive adequate relief.


L&M STRATEGIC INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: L & M STRATEGIC INVESTMENTS, L.L.C.
        387 N. 2ND AVE., 2A
        PHOENIX, AZ 85003

Case No.: 08-17994

Chapter 11
Petition Date: December 11, 2008

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

Judge: Sarah Sharer Curley

Debtor's Counsel: DEAN M. DINNER, Esq.
                  Email: ddinner@nussbaumgillis.com
                  RANDY NUSSBAUM, Esq.
                  Email: rnussbaum@nussbaumgillis.com
                  NUSSBAUM & GILLIS P.C.
                  14500 N. NORTHSIGHT BLVD., SUITE 116
                  SCOTTSDALE, AZ 85260-0001
                  Tel: 480-609-0011
                  Fax: 480-609-0016

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

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

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


LB-UBS COMMERCIAL: S&P Keeps Low-B Ratings on 6 Classes of Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2003-C7.

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

As of the Nov. 18, 2008, remittance report, the collateral pool
consisted of 50 loans with an aggregate trust balance of
$998.6 million, down from 68 loans totaling $1.447 billion at
issuance.  The master servicer, Wachovia Bank N.A. (Wachovia),
reported financial information for 99% of the pool, 98% of which
was full-year 2007 data.  S&P's calculated a weighted average debt
service coverage of 2.17x for the pool, up from 1.98x at issuance.
There are no delinquent loans in the pool, and there is one loan
totaling $31.6 million (3.1%) with the special servicer, ING
Clarion Capital Loan Servicing LLC.  The trust has experienced two
losses totaling $603,597 to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $687.6 million (69.4%) and a weighted
average DSC of 2.29x, up from 2.19x at issuance.  The eighth-
largest loan is with the special servicer and is discussed below.
Standard & Poor's reviewed property inspections provided by
Wachovia for all of the top 10 loan exposures.  Nine were
characterized as "good," and one was characterized as "excellent."

Five loans (the Bank of America Building loan, the Parklawn
Building loan, the Valley Plaza Shopping Center loan, the
Westfield Shoppingtown Santa Anita loan, and the Visalia Mall
loan) have credit characteristics consistent with those of
investment-grade rated obligations.  Standard & Poor's adjusted
values for these loans are comparable to their levels at issuance.
Details of the two largest of these loans are:

  -- The largest loan in the pool, the Bank of America Building
     loan, has a trust balance of $206.7 million and whole-loan
     balance of $212.5 million.  The whole loan consists of a
     $206.7 million A-note that is included in the trust and a
     $5.8 million B note held outside of the trust.  The loan is
     secured by the fee interest in a 29-story, 1.1 million-sq.-
     ft. office property located at Madison Avenue and 43rd Street
     in Manhattan.  The property has an underground walkway
     connecting it to adjacent Grand Central Station.  The
     property is occupied by multiple tenants at an average rent
     of $51.49 per sq. ft.  The largest tenant in the building is
     Bank of America (19.4% of office space).  Reported DSC was
     1.90x as of year-end 2007, and occupancy was 93.0%.  S&P's
     adjusted value for this loan is comparable to its level at
     issuance.

  -- The Parklawn Building is the second-largest loan in the pool
     and has a trust and whole-loan balance of $100.0 million.
     The loan is secured by a first mortgage lien on a
     1.4 million-sq.-ft. office property in Rockville, Maryland.
     The subject office property was built-to-suit for the General
     Services Administration in 1969 and was renovated in 1990 and
     2001.  As of year-end 2007, reported DSC was 2.26x and
     occupancy was 100.0%.  S&P's adjusted value for this loan is
     comparable to its level at issuance.

The eighth-largest loan is with the special servicer; details are:

  -- The Shepherd Office Center loan ($32.0 million, 3%) is
     secured by the fee interest in a 637,463-sq.-ft. office
     property in Oklahoma City.  The loan was transferred to ING
     on Aug. 27, 2008, due to imminent maturity default.  The
     special servicer accelerated the loan and declared an event
     of default on Sept. 9, 2008, due to the borrower's failure to
     renew a letter of credit for new leasing activity.  The
     borrower subsequently filed for Chapter 11 bankruptcy
     protection on Sept. 10, 2008.  As of March 2008, the reported
     DSC was 1.27x, and occupancy was 91%, down slightly from
     1.30x and 91% as of year-end 2007.  Based on the most recent
     "as-is" appraisal, S&P expects a minimal loss upon the
     ultimate resolution of the asset.

There are two loans ($22.3 million, 2.2%) in the pool that have
reported low DSC, one of which ($6.6 million, 0.6%) is a credit
concern.  The loan is secured by a retail property that has
experienced a combination of declining occupancy and higher
operating expenses.  The loan reported a DSC of 0.69x and
occupancy of 59% as of Dec. 31, 2007.

Wachovia reported a watchlist of five loans ($35.1 million, 3.5%).
The largest loan on the watchlist is the 1000 Vermont Avenue loan
($15.6 million, 1.6%).  The loan is secured by a 78,237-sq.-ft.
multitenant office building in Washington, D.C. The property was
built in 1950 and renovated in 1997.  The loan was placed on the
watchlist because of a low DSC; however, the property is currently
in lease-up.  S&P used a Dec. 1, 2008, rent roll to calculate an
estimated DSC that is greater than 1.0x.  The remaining four loans
are on the watchlist primarily because of low occupancy or a
decline in DSC since issuance, and none has a balance greater than
$7.2 million, or 0.7% of the pool.

S&P stressed the loans on the watchlist and the other loans with
credit issues as part of its analysis.  The resultant credit
enhancement levels support the affirmed ratings.

                         Ratings Affirmed

                 LB-UBS Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C7

        Class     Rating                 Credit enhancement
        -----     ------                 ------------------
        A-2       AAA                                21.86%
        A-3       AAA                                21.86%
        A-4       AAA                                21.86%
        A-1b      AAA                                21.86%
        B         AAA                                20.02%
        C         AAA                                17.81%
        D         AAA                                16.15%
        E         AA+                                14.49%
        F         AA                                 13.20%
        G         AA-                                10.81%
        H         A                                   8.60%
        J         BBB+                                7.12%
        K         BBB                                 5.65%
        L         BB+                                 4.36%
        M         BB                                  3.62%
        N         BB-                                 3.26%
        P         B+                                  2.89%
        Q         B                                   2.52%
        S         B-                                  2.15%
        X-CL      AAA                                  N/A
        X-CP      AAA                                  N/A

                      N/A - Not applicable.


LB-UBS COMMERCIAL: S&P Junks Ratings on Class K & L Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust's series 2000-C4.  At the same time,
S&P affirmed its ratings on eight other classes from this series.

The lowered ratings reflect anticipated losses and credit support
erosion upon the eventual resolution of one loan and three assets
with the special servicer, CWCapital Asset Management.  The
downgrades also reflect credit concerns regarding eight of the 15
loans in the pool that have either reported low debt service
coverage or are likely to do so in the near future.

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

Details of the specially serviced assets are:

  -- The Grapevine I & II Professional Buildings asset
     ($6.2 million, 0.84%) is a 58,560-sq.-ft. office complex in
     Grapevine, Texas.  An appraisal reduction amount of
     $4.5 million is in effect.  Current occupancy is 32%, and the
     property is listed for sale for $3.8 million.

  -- The Cedar Pines loan ($5.6 million, 0.76%) is secured by a
     169-unit multifamily property in Clarkston, Georgia.  The
     loan was transferred to CWCapital on July 2, 2008, for
     imminent default.  The loan is currently in foreclosure, and
     a receiver was appointed on Nov. 13, 2008.  As of Sept. 30,
     2008, occupancy was 48%.  As of Dec. 3, 2008, 30 units were
     confirmed to be offline due to maintenance issues.  CWCapital
     has estimated that the deferred maintenance issues will cost
     approximately $530,000 to remedy.  Standard & Poor's expects
     that the resolution of the loan will result in a significant
     loss.

  -- The Flairwood Apartments asset ($3.0 million, 0.4%) is a 120-
     unit multifamily property in Memphis, Tennesse.  An ARA of
     $2.4 million is in effect.  As of Nov. 13, 2008, occupancy
     was 50%, and the property is currently listed for sale for
     $2.8 million.

  -- The Willow Creek Apartments asset ($2.9 million, 0.4%) is a
     166-unit multifamily property in Memphis, Tennessee.  An ARA
     of $1.9 million is in effect.  As of Nov. 13, 2008, occupancy
     was 51%, and the property is currently listed for sale for
     $3.0 million.  There is approximately $825,000 in deferred
     maintenance at the property.

In addition to the specially serviced assets, 15 loans in the pool
($60.4 million, 8.2%) have reported low DSCs or are likely to do
so in the near future.  Eight of the 15 loans ($31.9 million,
4.3%) are credit concerns.  Generally, the properties securing
loans that are credit concerns have experienced declining
occupancy and/or increasing expenses.  The remaining seven loans
generally have low debt exposure per sq. ft. or have experienced
improved occupancy that S&P anticipates will boost the reported
DSC above 1.0x.  The 15 loans that have or will likely have low
reported DSCs are secured by multifamily, office, and retail
properties and have an average balance of $3.8 million.  These
loans have seen an average decline in DSC of 43% since issuance.

As of the Nov. 18, 2008, remittance report, the collateral pool
consisted of 133 loans with an aggregate trust balance of
$736.0 million, compared with 167 loans totaling $999.1 million at
issuance.  The master servicer, KeyBank Real Estate Capital Inc.,
reported financial information for 98.6% of the pool, excluding
the defeased loans; 96.3% of the servicer-reported information was
from year-end 2007 or later.  S&P's calculated a weighted average
DSC of 1.78x for the pool, up from 1.40x at issuance.  The trust
has experienced 13 losses totaling $13.1 million to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $244.6 million (33.2%) and a weighted
average DSC of 2.08x, up from 1.72x at issuance.  S&P's reviewed
the property inspections provided by the master servicer for the
properties underlying the top 10 exposures.  All of the assets
were characterized as being in "good" condition.

KeyBank reported a watchlist of 19 loans ($62.7 million, 8.5%).
The Clocktower Place Shopping Center loan ($12.2 million, 1.63%)
is the largest loan on the watchlist and the seventh-largest loan
in the pool.  The loan is secured by a 214,198-sq.-ft. grocery-
anchored retail shopping center 10 miles north of St. Louis,
Missourri.  The loan is on the watchlist because two tenants that
had represented 46.6% of the net rentable area, Dierberg's Market
and TJ Maxx, vacated the property, and occupancy fell to 50% as of
Aug. 27, 2008.  As of June 30, 2008, DSC was 0.54x.  The remaining
loans are on the watchlist due to declines in DSC, low occupancy,
and/or higher expenses.

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

  -- Westfield Shoppingtown South Shore, the largest loan in the
     pool ($78.9 million, 10.7%), is secured by 1.03 million sq.
     ft. of a 1.2 million-sq.-ft. regional shopping mall in Bay
     Shore, Long Island, New York.  As of year-end 2007, the
     servicer-reported DSC was 1.82x.  Occupancy was 95.4% as of
     June 30, 2008, compared with 96.9% for year-end 2007.
     Expense reimbursements and other income have declined, and
     operating expenses have increased.  S&P's adjusted valuation
     has declined by 12% since issuance.

  -- Westfield Shoppingtown Plaza Camino Real, the third-largest
     loan in the pool ($36.0 million, 4.9%), is secured by 578,766
     sq. ft. of a 1,148,028-sq.-ft. regional shopping mall in
     Carlsbad, California.  The year-end 2007 servicer-reported
     DSC was 5.02x. Occupancy as of June 30, 2008, was 89.3%.
     Standard & Poor's adjusted valuation has increased by 17%
     since issuance.

S&P's stressed the loans on the watchlist and the other loans with
credit issues as part of its analysis.  The resultant credit
enhancement levels support the lowered and affirmed ratings.

                          Ratings Lowered

                 LB-UBS Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2000-C4

                    Rating
                    ------
         Class    To      From           Credit enhancement
         -----    --      ----           ------------------
         H        BB+     BBB-                        5.69%
         J        B       BB+                         4.00%
         K        CCC     BB                          2.98%
         L        CCC-    B+                          1.96%

                          Ratings Affirmed

                 LB-UBS Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2000-C4


         Class    Rating                 Credit enhancement
         -----    ------                 ------------------
         A-2      AAA                                26.73%
         B        AAA                                20.96%
         C        AAA                                15.53%
         D        AAA                                13.84%
         E        AA+                                12.82%
         F        A                                  10.44%
         G        BBB+                                8.75%
         X        AAA                                  N/A

                       N/A - Not applicable.


LEVEL 3 COMMUNICATIONS: Convertible Notes Offering to Expire Today
------------------------------------------------------------------
Level 3 Communications, Inc. commenced three separate tender
offers to purchase for cash any and all of its outstanding
convertible notes listed in the table below at the consideration
per $1,000 principal amount set forth next to the corresponding
series of notes:

                     Outstanding  Minimum
Title of Security    Principal    Tender
                     Amount       Condition      Consideration
-----------------    -----------  ----------     -------------
2.875% Convertible
Senior Notes
due 2010
CUSIP No. 52729NBA7  $354,541,000  $177,270,500   $620.00

6% Convertible
Subordinated
Notes
due 2010
CUSIP No. 52729NAS9  $481,666,000  $240,833,000   $700.00

6% Convertible
Subordinated
Notes
due 2009
CUSIP No. 52729NAG5  $305,135,000  $152,567,500    $920.00

Each offer is scheduled to expire at 12:00 midnight, New York City
time, on Dec. 15, 2008, unless extended for that offer or earlier
terminated with respect to that offer.  Holders of notes of any
series validly tendered and not validly withdrawn on or prior to
12:00 midnight, New York City time on the applicable expiration
date will receive the consideration for that series shown in the
table above if such notes are accepted for payment pursuant to the
terms and conditions of that offer.  Accrued interest up to, but
not including, the payment date will be paid in cash on all
validly tendered and accepted notes.

The company intends to fund purchases of the notes from the net
proceeds of the sale of Level 3's to be newly issued 15%
convertible senior notes due 2013 and from cash on hand.  The
investors in Level 3's New Notes are not obligated to purchase
these notes if Level 3 does not accept for payment at least 50%,
$177,270,500 in aggregate principal amount, of its 2.875%
Convertible Senior Notes due 2010 and 50%, $240,833,000 in
aggregate principal amount, of its 6% Convertible Subordinated
Notes due 2010 in the respective offers for such notes and if
other customary closing conditions are not satisfied.

                     Conditions of the Offers

All three offers are subject to the satisfaction or waiver of
certain other conditions as set forth in the Offer to Purchase,
dated the date hereof, filed with the SEC, including (i) there
being validly tendered and not validly withdrawn on or prior to
the applicable expiration date at least such principal amount of
that series of notes to satisfy the Minimum Tender Condition and
(ii) the sale of at least $373 million aggregate principal amount
of the New Notes.

In addition, (a) the offer to purchase its 6% Convertible
Subordinated Notes due 2009 is conditioned on the acceptance for
payment by the company of both its 2.875% Notes and its 2010 Notes
pursuant to the terms and conditions of such other applicable
offers, (b) the offer to purchase its 2010 Notes is conditioned on
the acceptance for payment by the company of its 2.875% Notes
pursuant to the terms and conditions of the offer for those 2.875%
Notes and (c) the offer to purchase its 2.875% Notes is
conditioned on the acceptance for payment by the company of its
2010 Notes pursuant to the terms and conditions of the offer for
those 2010 Notes.

A full-text copy of the first supplemental indenture is available
for free at http://ResearchArchives.com/t/s?3544

A full-text copy of the securities purchase agreement is available
for free at http://ResearchArchives.com/t/s?3543

A full-text copy of notes offering is available for free at
http://ResearchArchives.com/t/s?362b

Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
offers, Global Bondholder Services Corporation, at (212) 430-3774
(collect) and (866) 873-6300 (toll free).

Citi and Merrill Lynch & Co. are the dealer managers for the
offers.  Questions regarding the offers may be directed to Citi at
(800) 558-3745 (toll-free) and (212) 723-6106 or Merrill Lynch at
(888) 654-8637 (toll-free) and (212) 449-4914.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

Level 3 Communications Inc. posted $4 million in net losses on
$902 million in net revenues for the third quarter ended Sept. 30,
2008, compared with $23 million in net profit on $765 million in
net revenues for same period ended Sept. 30, 2007.

The company posted $19 million in net losses on $2.58 billion in
net revenues for the nine months ended Sept. 30, 2008, compared
with $22 million in net profit on $2.1 billion in net revenues for
same period ended Sept. 30, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2008,
Moody's Investors Service downgraded Level 3 Communications,
Inc.'s probability of default rating to Ca from Caa1 in response
to the company's Nov. 17 announcement that it had reached an
agreement to raise $400 million in new convertible subordinated
debt, the proceeds of which, together with cash on hand, will be
used to fund discounted tender offers for three existing
convertible debt issues that mature in 2009 and 2010.


LEVITT AND SONS: Court Approves Unit's Sale of Laurel Canyon
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved the purchase agreement between Debtor Levitt and Sons of
Cherokee County, LLC, and SECL-LC/LL/PC, LLC, in all respects.
LAS Cherokee County is authorized to sell Seasons at Laurel Canyon
to SECL for $18,000,000, free and clear of any liens, claims,
interests, and encumbrances.

Objections that have not been withdrawn, waived or settled are
denied and overruled on their merits, the Court ruled.

No competing bids were received for the Assets and LAS Cherokee
County believes that the Purchase Price represents the highest or
otherwise best offer for the Assets.

Levitt and Sons of Cherokee County, LLC, owns, and is in the
business of developing, Seasons at Laurel Canyon, a planned
community located in Cherokee County, Georgia.  The Development
consists primarily of single family homes.

The Debtors earlier obtained approval of overbid protections, and
a $550,000 breakup fee for the lead bidder, SECL.

Pursuant to the Purchase Agreement, SECL has the right to assign
and transfer its rights and obligations under the Agreement to
one or more affiliates without the consent of LAS Cherokee
County.  On December 5, 2008, SECL assigned and transferred its
rights and obligations under the Purchase Agreement to Lifestyle
at Laurel Canyon, LLC.  The provisions of the Purchase Agreement
are binding upon Lifestyle, and Lifestyle assumes all the
obligations of SECL under the Purchase Agreement.

LAS Cherokee County's transfer of the Assets to Lifestyle will
not result in (i) Lifestyle having any liability for any claim
against the Debtor or against an insider of the Debtor or (ii)
having any liability to the Debtor.

A full-text copy of the Sale Order is available for free at:

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


                     About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Gets Plan Support from Committees; BofA Balks
--------------------------------------------------------------
The unsecured creditors committee appointed in Levitt and Sons
LLC's Chapter 11 cases delivered to the U.S. Bankruptcy Court for
the Southern District of Florida a copy of its solicitation letter
encouraging all unsecured creditors to vote for and accept the
Second Amended Plan proposed by Levitt. A full-text copy of the
Committee Solicitation Letter is available for free at:

http://bankrupt.com/misc/LAS_CC_SolicitationLetter_2ndAmendedPlan.
pdf

The Home Purchase Deposit Creditors Deposit Holders Committee
also recently filed a copy of its solicitation letter urging
Deposit Holders to vote for and accept the Second Amended Plan, a
full-text copy of which is available at no charge at:

http://bankrupt.com/misc/LAS_DC_SolicitationLetter_2ndAmendedPlan.
pdf

A full-text copy of the proposed cover letter for the
Solicitation Package is available for free at:

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

A hearing to consider approval of the disclosure statement to the
Second Amended Plan -- required before soliciting votes on the
Plan -- was scheduled to convene on December 10, 2008.  No order
has been issued as of presstime.

                   Wachovia, BofA's Objection

Bank of America, N.A., joins in Wachovia's objections to the Plan
Proponents' motion to approve the Second Disclosure Statement and
their proposed voting procedures.

On behalf of Wachovia Bank, National Association, Robert N.
Gilbert, Esq., at Carlton Fields, P.A., in West Palm Beach,
Florida, points out that under the voting process proposed by the
Plan Proponents does not provide adequate notice to creditors
that their claims may not be allowed for voting purposes.  Also,
the timing of the Voting Deadline may result in creditors trying
to get an order allowing its claim out of the Court over the
holidays or face having its claim disallowed for voting purposes,
he adds.

The Court should require that all objections to claims, for
voting purposes, be filed at least 20 days before the Plan
confirmation hearing, Mr. Gilbert contends, on Wachovia's behalf.
The deadline for a Resolution Event should be eliminated in its
entirety, he argues.

Among other things, Wachovia proposes that:

  (a) The procedures order should provide that creditors will
      have until one business day before the Voting Deadline to
      resolve objection to its claim.

      If no agreement is reached at least one business day
      before the Voting Deadline or no order is entered by the
      Court resolving the objection to the claim at least one
      business day before the Voting Deadline, then the claimant
      should have its claim allowed for voting purposes.

      Any objection to the claim that is not resolved at least
      one business day before the Voting Deadline, and which
      remains unresolved on the confirmation date, will be
      resolved at the confirmation hearing where an evidentiary
      hearing on the claim objection, if material, will be held.

  (b) The procedures order should provide that any objections to
      Claims filed within the 20 days before the confirmation
      date will not affect the validity of the claim for
      purposes of voting on the Second Amended Plan.

  (c) The Voting Record Date should be moved to a date at least
      five business days after the Court approves the Second
      Amended Disclosure Statement so as to provide creditors
      with notice of the Voting Record Date.

  (d) The confirmation hearing should be at least 60 days after
      the approval of the Second Amended Disclosure Statement to
      allow parties-in-interest adequate time for discovery on
      any issues related to confirmation of the Second Amended
      Plan.

  (e) The Solicitation Date must be more than 10 business days
      after the entry of the procedures order.

  (f) The proposed procedures order must be revised to provide
      that creditors are allowed to submit votes by facsimile,
      e-mail or other electronic means, provided that a copy of
      the Ballot is also mailed to the Voting and Claims Agent.
      Delivery of the Ballot by electronic means before the
      Voting Deadline will be sufficient for a claimant's vote
      on the Second Amended Plan to be counted in the Ballot
      tabulation.

  (g) The procedures order must make clear that it is
      permissible for creditors to vote on claims in different
      classes differently.

In a separate filing, Mr. Gilbert notes that the Second Amended
Plan provides that if Wachovia votes against the Plan, all of the
rights granted to it under the DIP Loan Agreement are rendered
null and void.

Controlling law does not allow Wachovia's rights under the Court-
approved DIP Loan Agreement to be diminished, and certainly not
entirely eliminated as the Second Amended Plan provides, in the
event Wachovia casts a vote against the Plan, Mr. Gilbert argues.

Wachovia should know well before it casts a vote that a vote
against the Second Amended Plan will not cause it to lose the
rights previously granted to it by the Court, Mr. Gilbert
asserts.

                     About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Regency's Auction Protocol for Hartwood Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved the proposed bidding procedures for the sale by Debtor
Regency Hills by Levitt and Sons, LLC, of certain lots in the
project called Hartwood Reserve.

Debtor Regency Hills by Levitt and Sons, LLC, holds title to
certain real property located in Lake County, Florida.  On
October 20, 2008, Regency Hills, as seller, and Harvest Holdings,
LLC, as buyer entered into an agreement for the sale of certain
real property, which includes:

  (1) Hartwood Reserve Phase 1 Lot Nos. 121, 154, 155, 156, 161,
      and 162, according to the map or plat recorded in Plat
      Book 54, pages 88 through 98, of the Public Records of
      Lake County, Florida; and

  (2) Hartwood Reserve Phase 2 Lot Nos. 73, 74, 189, 190, 296,
      299, 301, 306, 307, 308, 309, 311, 313, 314, 315, 316,
      321, 322, 323, 324 and 325, according to the map or plat
      recorded in Plat Book 27, pages 25 through 32, of the
      Public Records of Lake County, Florida.

Harvest Holdings LLC has made a $721,500 bid for the Lots.  In
the event Harvest Holdings is not determined as the successful
bidder and provided it is not in default, Regency Hills is
authorized to reimburse Harvest Holdings for the amount of
reasonable, actual, and fully reimbursable expenses and break-up
fee in the amount of $27,000.  The payment will be deemed an
administrative expense priority in Regency Hills' estate and will
be paid from the closing proceeds from the sale.

All bids must be submitted by December 1, 2008, at 5:00 p.m.,
local Fort Lauderdale, Florida time.

The auction of the Property will be held at the offices of Berger
Singerman, P.A., located at 350 East Las Olas Boulevard, Suite
1000, in Fort Lauderdale, Florida, on December 3, 2008,
commencing at 11:00 a.m.

The Court will conduct a final hearing to consider approval of
best bid for the Property on December 4.  Parties-in-interest
have until December 2 to file any sale objections.

                     About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEVITT AND SONS: Wachovia Wants Plan Exclusivity Terminated
-----------------------------------------------------------
Wachovia Bank, National Association, asks the U.S. Bankruptcy
Court for the Southern District of Florida Court to terminate
the Levitt and Sons LLC and its affiliates' exclusivity period for
getting a plan confirmed.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, asserts that:

  (a) The Debtors' bankruptcy cases were filed more than a year
      ago;

  (b) The Court has granted the Debtors four extensions of the
      exclusivity period in which to get a plan confirmed.  The
      Court's order approving the fourth request expressly noted
      that it was "without prejudice" to a party to seek to
      shorten or terminate the extended exclusivity period;

  (c) As of November 24, 2008, a copy of the Woodbridge
      Settlement Agreement has not been shown to creditors in
      general or to Wachovia specifically;

  (d) Counsel for the Debtors and the Official Committee of
      Unsecured Creditors state that the Woodbridge Settlement
      has not been signed and that the proposed Plan and
      Disclosure Statement accurately reflect the terms of the
      agreement.  Nonetheless, the terms of the Disclosure
      Statement and the Plan provide that the Woodbridge
      Settlement Agreement control over the terms of the Plan
      and Disclosure Statement;

  (e) The Plan provides that if Wachovia votes against the Plan,
      the Wachovia Debtors' Chief Administrator Soneet R.
      Kapila's role in building houses and building and
      marketing communities is terminated, and all existing
      contracts are rejected; and

  (f) Wachovia needs to be able to file its own plan with
      respect to at least the so-called Wachovia Debtors to
      preserve the progress being made by Mr. Kapila in building
      and managing the communities for which Wachovia provides
      financing.

                     About Levitt and Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors have filed a Chapter 11 joint plan of liquidation.
(Levitt and Sons Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


LEXINGTON PRECISION: Explains Terms of Reorganization Plan
----------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group Inc.
delivered to the United States Bankruptcy Court for the Southern
District of New York a disclosure statement dated Dec. 8, 2008,
explaining a second joint amended Chapter 11 plan of
reorganization.

                       Overview of the Plan

The plan provides a repayment program for the Debtors' suppliers
and other general unsecured creditors, while achieving to reduce
in the Debtors' consolidated indebtedness by conversion of LPC's
senior subordinated notes, junior subordinated notes and series B
preferred stock into equity securities of LPC at values based upon
the valuation of the Debtors, which is prepared by their financial
advisor, W.Y. Campbell & Company.

Under the plan, holders of LPC's senior subordinated notes will
receive shares of series C preferred stock while holders of LPC's
junior subordinated note and series B preferred stock will receive
newly-issued shares of LPC common stock.  The series C preferred
stock was designed to allow the holders to participate fully in
the Chapter 11 cases, while retaining their priority position
relative to the classes junior to them in the capital structure of
LPC.

However, in the event that the aggregate value of the equity of
the Debtors increases at a rate of less than 6% per annum or if it
declines, after the plan's effective date, the 6% annual accretion
to the liquidation preference of the series C preferred stock will
erode the value of the LPC common stock that the holders would
receive under the plan.

The plan classifies interests against and claims in the Debtors in
19 classes.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

            Class     Type of Class           Treatment
            -----     -------------           ---------
            1         other priority claims   unimpaired
                      against LPC

            2(a)      CapitalSource secured   unimpaired
                      claims against LPC

            2(b)      CSE secured claims      unimpaired
                      against LPC

            3         secured tax claims      unimpaired
                      against LPC

            4         other secured claim     unimpaired
                      against LPC

            5         senior subordinated     impaired
                      note claims

            6         junior subordinated     impaired
                      note claims

            7         general unsecured       impaired
                      claims against LPC

            8         convenience claims      unimpaired
                      against LPC

            9         asbestos-related claims impaired

            10        series B preferred      impaired
                      stock

            11        LPC common stock        impaired
                      interests

            12        other equity interests  unimpaired
                      in LPC

            13        other priority claims   unimpaired
                      against LRGI

            14(a)     CapitalSource secured   unimpaired
                      claims against LRGI

            14(b)     CSE secured claims      unimpaired
                      against LRGI

            15        secured tax claims      unimpaired
                      against LRGI

            16        other secured claims    unimpaired
                      against LRGI

            17        general unsecured       impaired
                      claims against LRGI

            18        convenience claims      unimpaired
                      against LRGI

            19        interests in LRGI       unimpaired

According to the plan, among other things, the Debtors' unsecured
creditors are expected to receive:

    i) cash in the amount of 10% of its allowed general unsecured
       claims against the Debtors as soon as reasonably
       practicable after (a) the plan's effective date and (b) the
       date the claims becomes allowed; and


   ii) nine equal cash payments, each in an amount equal to 10.75%
       of its allowed general unsecured claims against the
       Debtors, payable quarterly, commencing three months after
       the plan's effective date or, if later, the date claim is
       allowed

The Debtors' common stock interests and other equity interests
will be unaltered under the plan.

The Debtors are now in talks with lenders of the DIP loan
regarding an arrangement under which an amount equal to the
principal amount of the DIP will be reinvested in the reorganized
Debtors in the form of a second-lien loan junior to the new
secured credit facility.  The terms under discussion are:

   a) a maturity date three months after the expiration date of
      the new working capital facility;

   b) an interest rate of 700 basis points above the 30-day LIBOR;
      and

   c) the issuance of five-year warrants permitting the lenders to
      purchase an amount of LPC common stock equal in value to the
      amount of the investor loan.

A full-text copy of the Debtors' disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?3620

A full-text copy of the Debtors' second amended joint Chapter 11
plan of reorganization is available for free at

               http://ResearchArchives.com/t/s?3621

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008,
the companies employed about 651 regular and 22 temporary
personnel.  The company and its affiliate, Lexington Rubber Group
Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr.
S.D.N.Y. Lead Case No.08-11153).  Christopher J. Marcus, Esq., and
Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the
Debtors in their restructuring efforts.  The Debtors selected Epiq
Systems - Bankruptcy Solutions LLC as claims agent.  The U.S.
Trustee for Region 2 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Paul N. Silverstein,
Esq., and Jonathan Levine, Esq., reresents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $52,730,000 and total
debts of $88,705,000.


LEXINGTON PRECISION: Files Second Amended Plan of Reorganization
----------------------------------------------------------------
Lexington Precision Corp. and Lexington Rubber Group Inc. filed
with the U.S. Bankruptcy Court for the Southern District of New
York on Dec. 8, 2008, their Second Amended Joint Plan of
Reorganization and proposed Disclosure Statement explaining their
Second Amended Joint Plan of Reorganization.

Pursuant to the Second Amended Plan, LPC's Senior Subordinated
Notes, Junior Subordinated Note, and Series B Preferred Stock will
be converted into equity securities of LPC at values based upon
the valuation of the Debtors prepared by the Debtor's financial
advisor, W.Y. Campbell & Company.  The Debtors believe that the
significant reduction in their consolidated indebtedness as a
result of the conversion and the substantial incremental business
after emergence from Chapter 11 will result to the increase in the
value of the equity securities that will be issued pursuant to the
Second Amended Plan.

The Second Amended Plan does not classify all Claims and
Interests.

                Unclassified Claims and Interests

Pursuant to the Second Amended Plan, all Allowed Administrative
Expense Claims and DIP Loan Claims will be paid 100%, in Cash.
Each holder of an Allowed Priority Tax Claim, which is any Claim
of a governmental unit entitled to priority in payment as
specified in Sec. 502(i) and 507(a)(8) of the Bankruptcy Code,
shall receive, at the Debtor's or the Reorganized Debtors' option,
(a) Cash in the amount of its Allowed Priority Tax Claim; (b)
equal semi-annual Cash payments in the aggregate amount of its
Allowed Priority Tax Claim, with interest, over an 18 month period
(but in no event exceeding 5 years after the Commencement Date);
or (c) such other treatment as shall be determined by the
Bankruptcy Court to provide the holder of such Allowed priority
Tax Claim deferred Cash payments having a value, as of the
Effective Date, equal to such Allowed Priority Tax Claim.

       Classification and Treatment of Claims and Interests

The Second Amended Plan provides for 19 classes of Claims and
Interests.  Classes 1 through 12 are comprised of Claims against
or Interests in Lexington Precision Corp., and Classes 13 through
19 are comprised of Claims or Interests in Lexington Rubber Group
Inc.

                                                 Entitled to
Class   Designation               Status            Vote?
-----   -----------               ------         -----------
Lexington Precision Corp.

  1     Other Priority Claims     Unimpaired     Deemed to Accept

  2(a)  CapitalSource Secured     Unimpaired     Deemed to Accept
        Claims

  2(b)  CSE Secured Claims        Unimpaired     Deemed to Accept

  3     Secured Tax Claims        Unimpaired     Deemed to Accept

  4     Other Secured Claims      Unimpaired     Deemed to Accept

  5     Senior Subordinated       Impaired           Yes
        Note Claims

  6     Junior Subordinated       Impaired           Yes
        Note Claims

  7     General Unsecured         Impaired           Yes
        Claims

  8     Convenience Claims        Unimpaired     Deemed to Accept

  9     Asbestors-Related         Impaired           Yes
        Claims

10     Series B Preferred        Impaired           Yes
        Stock Interests

11     LPC Common Stock          Impaired           Yes
        Interests

12     Other Equity Interests    Unimpaired     Deemed to Accept

Lexington Rubber Group Inc.

13     Other Priority Claims     Unimpaired     Deemed to Accept

14(a)  CapitalSource Secured     Unimpaired     Deemed to Accept
        Claims

14(b)  CSE Secured Claims        Unimpaired     Deemed to Accept

15     Secured Tax Claims        Unimpaired     Deemed to Accept

16     Other Secured Claims      Unimpaired     Deemed to Accept

17     General Unsecured         Impaired           Yes
        Claims

18     Convenience Claims        Unimpaired     Deemed to Accept

19     Interests in LRGI         Unimpaired     Deemed to Accept

Class 1 Claims are Claims against LPC of a type identified in Sec.
507(a) of the Bankrupcy Code as being entitled to priority in
payment (other than Administrative Expense Claims and Priority Tax
Claims.  Class 2(a) Claims are all Claims against LPC arising
under the Prepetition Credit Agreement and all Claims of
CapitalSource for adequate protection arising under the Final Cash
Collateral Order.  Class 2(b) Claims are all Claims against LPC
arising under Prepetition Loan Agreement and all Claims of CSE for
adequate protection under the Final Cash Collateral Order.

Class 1, Class 2(a) and Class 2(b) Claims shall receive Cash in
the amount of their Allowed Claims against LPC.  Because these
Claims are not impaired pursuant to the Second Amended Plan,
holders thereof are consclusively presumed to have accepted the
Plan and are not entitled to vote.

Each holder of an Allowed Secured Tax Claim against LPC under
Class 3 shall receive, at the Debtors' election, either: (a) Cash;
(b) equal semi-annual Cash payments, with interest, over an 18
month period (but in no event exceeding 5 years after the
Commencement Date); or (c) such other treatment as shall be
determined by the Bankruptcy Court to provide the holder of such
Allowed Secured Tax Claim deferred Cash payments having a value,
as of the Effective Date, equal to such Allowed Secured Tax Claim
against LPC.  Because Class 3 Claims are not impaired pursuant to
the Plan, holders of Secured Tax Claims against LPC are
conclusively presumed to have accepted the Plan and are not
entitled to vote.

Class 4 Claims are all Secured Claims against LPC other than
CapitalSource Secured Claims, CSE Secured Claims, and Secured Tax
Claims.  At the option of LPC or Reorganized LPC, the Debtors may
(i) reinstate any Other Secured Claim against LPC or (ii)
distribute to holders (w) Cash in the amount of such Claim, (x)
the sale or disposition of proceeds of the Collateral securing
such Claim, including any interest, (y) the Collateral securing
such Claim and any interest on such Claim, or (z) such other
distribution as necessary to satisfy the requirements of Sec. 1124
of the Bankruptcy Code.  Because Class 4 Claims are not impaired
pursuant to the Second Amended Plan, holders are conclusively
presumend to have accepted the Plan.

Class 5 Claims are all Claims against LPC arising under the Senior
Subordinated Notes issued pursuant to that certain Indenture,
dated Dec. 8, 2008, between Wilmingto Trust Company, as Indenture
Trustee, and LC, as issuer.  Each holder of an Allowed Senior
Subordinated Note Claim shall receive a number of shares of Series
C Preferred Stock equal to the quotient of (a) such holder's
Allowed Senior Subordinated Note Claim against LPC divided by (b)
the Equity Per Share Value.  Because Class 5 Claims are impaired
pursuant to the Plan, holders are entitled to vote to accept or
reject the Plan.

Class 6 Claims are all Claims against LPC arising under the Junior
Subordinated Note issued to Michael A. Lubin on Dec. 13, 2008.
The holder of the Allowed Junior Subordinated Note Claims shall
receive a number of shares of LC Common Stock equal to the
quotient of (a) the aggregate amount of such Claim divided by (b)
the Equity Value Per Share.  Because Class 6 Claims are impaired
pursuant to the Plan, the holder is entitled to vote to accept or
reject the Plan.

Each holder of an Allowed General Unsecured Claim against LPC
under Class 7 shall receive (i) Cash in the amount of 10% of its
Allowed General Unsecured Claim and (ii) 9 equal Cash payments,
each in an amount equal to 10.75% of its Allowed General Unsecured
Claim against LPC, payable quarterly.  Because Class 7 Claims are
impaired pursuant to the Plan, holders are entitled to vote to
accept or reject the Plan.

Class 8 Claims comprise all Unsecured Claims against LPC that are
(i) Allowed in the amount of $2,000 or less or (ii) Allowed in a
larger amount but reduced to $2,000 by the holder of such claim.
Each holder of an Allowed Convenience Claim against LC shall
receive Cash in the amount of its Allowed Convenience Claim
against LPC.  Because Class 8 Claims are not impaired pursuant to
the Plan, holders of Convenience Claims against LPC are
conclusively presumed to have accepted the Plan and are not
entitled to vote to accept or reject the Plan.

Class 9 Claims are any Asbestos-Related Claims, including Claims
arising out of epnding litigation against LPC before the Court of
Common Pleas in Cuyahoga County, Ohio.  After the Effective Date,
each Asbestos-Related Claim shall be adjudicated in the forum in
which such Claim had been pending prior to the Commencement Date;
provided, however, that any claimant who has filed an Asbestos-
Related Claim, but has not commenced a proceeding prior to the
Commencement Date, shall promptly as possible after the Effective
Date commence a proceeding in a court of competent jurisdiction
other than the Bankruptcy Court.

To the extent that the proceeds of the Asbestos Insurance Policies
are sufficient to cover the recovery on any Asbestos-Related Claim
as determined by a final and non-appealable order or judgment of a
court of competent jurisdiction (the "Adjudication Amount"), the
holders of such Asbestos-Related Claims shall be permanently and
forever stayed, restrained, and enjoined from taking any action to
recover payment with respect to any Asbestos-Related claim against
the Debtors or the Reorganized Debtors.

To the extent the proceeds of the Asbestos Insurance Policies are
not sufficient to cover the entire Adjudication Amount for any
specific Asbestos-Related Claim, the Reorganized Debtors shall pay
in Cash as promptly as possible the difference between such
Adjudication Amount and the proceeds of the Asbestos Insurance
Policies; provided, however, that if the Insurance Proceeds
Deficiency exceeds $2,000, the holder of such Asbestos-Related
Claim shall receive (i) Cash in the amount of 25% of such
Insurance Proceeds Deficiency , and (ii) three equal Cash
payments, each in an amount equal to 26.5% of such Insurance
proceeds Deficiency, payable six months, twelve months and
eighteen months after the date of determination of the Adjudicated
Amount of such Asbestos Related Claim.

Class 10 Interests are Interests in LPC arising from issued and
outstanding shars of Precision $8 Cumulative Convertible Preferred
Stock, Series B.  On the Effective Date, the Series B Preferred
Stock Interests shall be cancelled and each hodler of a Series B
Preferred Stock Interest shall receive a number of shares of LPC
Common Stock equal to the quotient of (a) the amount of such
holder's Series B Preferred Stock Interest divided by (b) the
Equity Value Per Share.  Because Class 10 interests are impaired
pursuant to the Plan, holders are entitled to vote to accept or
reject the Plan.

Class 11 LPC Common Stock Interests are Interests of any holder of
LPC Common Stock.  Although the LPC Common Stock Interests will be
unaltered, the increase in the number of authorized shares of LPC
Common Stock pursuant to the Plan will dilute the LPC Common Stock
Interests.  Because Class 11 Equity Interests are impaired
pursuant to the Plan, holders of LPC Common Stock Interests are
entitled to vote to accept or reject the Plan.

Class 12 Other Equity Interests are Interests of any holder of an
equity security of any of the Debtors represented by any
instrument evidencing an ownership interest in any of the Debtors,
whether or not transferable, or any option, warrant, or right,
contractual or otherwise, to acquire any such interest, including
the LPC Warrants, but excluding the LPC Common Stock Interests and
the Series B Preferred Stock Interests.  All Other Equity
Interests will be unaltered and deemed to accept the Plan.

Class 13 Claims are Claims against LRGI of a type identified in
Sec. 507(a) of the Bankrupcy Code as entitled to priority in
payment (other than Administrative Expense Claims and Priority Tax
Claims.  Class 14(a) Claims are all Claims against LRGI arising
under the Prepetition Credit Agreement and all Claims of
CapitalSource for adequate protection arising under the Final Cash
Collateral Order.  Class 14(b) Claims are all Claims against LRGI
arising under Prepetition Loan Agreement and all Claims of CSE for
adequate protection under the Final Cash Collateral Order.

Class 13, Class 14(a) and Class 14(b) Claims shall receive Cash in
the amount of their Allowed Claims against LRGI.  Because these
Claims are not impaired pursuant to the Second Amended Plan,
holders thereof are consclusively presumed to have accepted the
Plan and are not entitled to vote.

Each holder of an Allowed Secured Tax Claim against LRGI under
Class 15 shall receive, at the Debtors' election, either: (a)
Cash; (b) equal semi-annual Cash payments, with interest, over an
18 month period (but in no event exceeding 5 years after the
Commencement Date); or (c) such other treatment as shall be
determined by the Bankruptcy Court to provide the holder of such
Allowed Secured Tax Claim deferred Cash payments having a value,
as of the Effective Date, equal to such Allowed Secured Tax Claim
against LRGI.  Because Class 15 Claims are not impaired pursuant
to the Plan, holders of Secured Tax Claims against LPC are
conclusively presumed to have accepted the Plan and are not
entitled to vote.

Class 16 Claims are all Secured Claims against LRGI other than
CapitalSource Secured Claims, CSE Secured Claims, and Secured Tax
Claims.  At the option of LRGI or Reorganized LRGI, the Debtors
may (i) reinstate any Other Secured Claim against LRGI or (ii)
distribute to holders (w) Cash in the amount of such Claim, (x)
the sale or disposition of proceeds of the Collateral securing
such Claim, including any interest, (y) the Collateral securing
such Claim and any interest on such Claim, or (z) such other
distribution as necessary to satisfy the requirements of Sec. 1124
of the Bankruptcy Code.  Because Class 15 Claims are not impaired
pursuant to the Second Amended Plan, holders are conclusively
presumend to have accepted the Plan.

Each holder of an Allowed General Unsecured Claim against LRGI
under Class 17 shall receive (i) Cash in the amount of 10% of its
Allowed General Unsecured Claim and (ii) 9 equal Cash payments,
each in an amount equal to 10.75% of its Allowed General Unsecured
Claim against LRGI, payable quarterly.  Because Class 17 Claims
are impaired pursuant to the Plan, holders are entitled to vote to
accept or reject the Plan.

Class 18 Claims comprise all Unsecured Claims against LRGI that
are (i) Allowed in the amount of $2,000 or less or (ii) Allowed in
a larger amount but reduced to $2,000 by the holder of such claim.
Each holder of an Allowed Convenience Claim against LRGI shall
receive Cash in the amount of its Allowed Convenience Claim
against LRGI.  Because Class 18 Claims are not impaired pursuant
to the Plan, holders of Convenience Claims against LRGI are
conclusively presumed to have accepted the Plan and are not
entitled to vote to accept or reject the Plan.

Class 19 Equity Interests are all Equity Interests are all
Interests in LRGI, all of which are owned by LPC.  All the
Interests in LRGI shall be unaltered.  Because Class 19 Equity
Interests are not impaired pursuant to the Plan, the holder of
Interests in LRGI is conclusively presumed to accept the Plan and
is not entitled to vote or reject the Plan.

A full-text copy of the Debtors' Second Amended Joint Plan of
Reorganization is available for free at:

               http://researcharchives.com/t/s?361b

A full-text copy of the Debtors' Disclosure Statement explaining
their Second Amended Joint Plan of Reorganization is available for
free at:

               http://researcharchives.com/t/s?361c

                      About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008, the
companies employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an Official Committee
of Unsecured Creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

When the Debtors filed for protection from their creditors, they
listed total assets of $52,730,000 and total debts of $88,705,000.


LIBERTY MEDIA: S&P Affirms 'BB+' Ratings on 4 Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
four Liberty Media Corp.-related transactions and removed the
ratings from CreditWatch, where they were placed with negative
implications on Sept. 15, 2008.

The rating actions reflect the Dec. 10, 2008, affirmation of the
'BB+' corporate credit and senior unsecured debt ratings on
Liberty Media Corp. and their removal from CreditWatch with
negative implications.

PreferredPLUS Trust Series LMG-1, PPLUS Trust Series LMG-3, and
PPLUS Trust Series LMG-4 are pass-through transactions, and the
ratings on these certificates are based solely on the 'BB+' rating
assigned to the underlying securities, the 8.25% senior unsecured
debentures due Feb. 1, 2030, issued by Liberty Media Corp.

PreferredPLUS Trust Series LMG-2 is also a pass-through
transaction, and the rating on the certificate is based solely on
the 'BB+' rating assigned to the underlying securities, the 8.5%
senior unsecured notes due July 15, 2029, issued by Liberty Media
Corp.

      Ratings Affirmed and Removed from Creditwatch Negative

                 PreferredPLUS Trust Series LMG-1
          $126 million preferred plus trust certificates

                                Rating
                                ------
            Class        To              From
            -----        --              ----
            Certs        BB+             BB+/Watch Neg

                 PreferredPLUS Trust Series LMG-2
                  $31 million trust certificates

                                Rating
                                ------
            Class        To              From
            -----        --              ----
            Certs        BB+             BB+/Watch Neg

                     PPLUS Trust Series LMG-3
                     $30 million certificates

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

                     PPLUS Trust Series LMG-4
               $35 million PPLUS trust certificates

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


MECACHROME INTERNATIONAL: Obtains Court Protection to Restructure
-----------------------------------------------------------------
Mecachrome International Inc. has obtained court protection under
the Companies' Creditor Arrangement Act in Canada, and that its
French subsidiaries have obtained similar protection under the
safeguard procedure in France.

These filings were made in the context of the Board's ongoing
review of Mecachrome's strategic alternatives to improve
Mecachrome's liquidity and financial position and reduce its
financing costs.

In addition, Mecachrome is in advanced discussions with potential
lenders in order to conclude a secured debtor-in-possession
financing to support it during the restructuring.

"Our goal is to allow Mecachrome to continue to operate as a going
concern for the benefit of all those affected, including our many
loyal employees, customers and suppliers.  We believe that the
steps we are taking today, combined with the financing we are in
the process of finalizing, will provide us with the ability to
protect the value of the business for our stakeholders" said Mr.
Christian Jacqmin, Mecachrome's president and CEO.

Mr. Jacqmin added: "[Fri] ay's filings are the result of
industry-wide challenges in our business segments, combined
with Mecachrome's leverage and its inability to raise capital
in the current market environment.  The steps we initiated
today will allow Mecachrome to make the necessary changes to
ensure its longterm viability."

While under CCAA protection, Mecachrome's Board of Directors
maintains its usual role and its management remains responsible
for the day-to-day operations of Mecachrome.  Mecachrome has
retained RBC Capital Markets to act as its financial advisor and
Ernst & Young Inc. will serve as Court-appointed monitor during
the CCAA process in order to assist Mecachrome throughout the
restructuring.  While under the CCAA protection, Mecachrome will
continue its efforts to recapitalize.

Mecachrome was advised today by the Toronto Stock Exchange that it
had decided to delist Mecachrome's subordinate voting shares at
the close of market on January 9, 2009 for failure to meet the
continued listing requirements of the TSX.

                 About Mecachrome International

Headquartered in Quebec, Canada, Mecachrome International Inc.
(TSX:MCH) -- http://www.mecachrome.com/-- designs, engineers,
manufactures and assembles complex precision-engineered
components for aircraft and automotive applications, including
aerostructural and aircraft engine components, high-end
automobile engine components and motor racing engines.
The company currently operates 11 state-of-the-art facilities,
principally in France and Canada, and employs over 2,000
employees.

                             *   *   *

Troubled Company Reporter said Nov. 20, 2008, Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Montreal-based Mecachrome International Inc. to 'D' from 'CC'
after the company missed the semi-annual interest payment due Nov.
15, on its 9% EUR200 million senior subordinated notes.

At the same time, S&P lowered the issue-level ratings on the
senior subordinated notes to 'D' from 'CC' and on the senior
secured credit facilities to 'D' from 'CCC-'.  The recovery
ratings on these debts are unchanged at '4' and '2', respectively.


MEDIANEWS GROUP: Moody's Downgrades Ratings; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service has downgraded MediaNews Group, Inc.'s
Corporate Family rating to Caa3 from B3 and Probability of Default
rating to Caa3 from Caa1, reflecting Moody's concern that the
downturn of the company advertising sales will be significantly
more protracted than previously anticipated, further straining the
company's liquidity profile and heightening the probability of a
covenant default.

Details of the rating action are:

  -- Corporate family rating - to Caa3 from B3

  -- Probability of Default rating - to Caa3 from Caa1

  -- Senior secured revolving credit facility due 2009 - to Caa2,
     LGD3, 32% from B1, LGD2, 18%

  -- Senior secured term loan A due 2010 - to Caa2, LGD3, 32% from
     B1, LGD2, 18%

  -- Senior secured term loan B due 2010 - to Caa2, LGD3, 32% from
     B1, LGD2, 18%

  -- Senior secured term loan C due 2013 - to Caa2, LGD3, 32% from
     B1, LGD2, 18%

  -- 6.375% senior subordinated global notes due 2014 - to Ca,
     LGD5, 86% from Caa2, LGD4, 69%

  -- 6.875% senior subordinated global notes due 2013 - to Ca,
     LGD5, 86% from Caa2, LGD4, 69%

The rating outlook remains negative.

The downgrade of MediaNews' CFR reflects continued softening of
the company's performance (total sales declined by 16% during the
quarter ended September 30, 2008) and a significant weakening in
its liquidity profile.

The downgrade of the PDR to Caa3 reflects Moody's view that
MediaNews faces a heightened risk of near-term default under the
financial tests of its recently-amended senior secured credit
agreement as well as the refinancing risk posed by the December
2009 maturity of its revolving credit facility.

The Caa3 CFR incorporates MediaNews' heavy debt burden, high
leverage (calculated by Moody's to exceed 8 times debt to EBITDA
at the end of September 2008), and the weak level of debtholder
protection indicated by current newspaper valuation multiples.  In
addition, the rating incorporates the secular pressure facing the
newspaper publishing sector and the impact of current recessionary
market conditions which have gripped virtually all of MediaNews'
geographic markets.  The rating is supported by the
diversification of MediaNews' geographic and customer base, the
reputation of its mastheads, and the continuing support provided
by its largest partner, The Hearst Corporation.

The continuing negative outlook underscores Moody's concern that a
potential restructuring or recapitalization could result in
further ratings downgrade.

On May 5, 2008, Moody's downgraded MediaNews' Corporate Family
rating to B3 and its Probability of Default rating to Caa1.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a
large newspaper publishing company. For the LTM period ended
September 30, 2008, the company reported pro-rata revenues of
approximately $1.2 billion.


MEDICAL SAVINGS: A.M. Best Cuts Financial Strength Rating to "E"
----------------------------------------------------------------
A.M. Best Co. downgraded on December 3, 2008, the financial
strength rating (FSR) to E (Under Regulatory Supervision) from C++
(Marginal) and issuer credit rating (ICR) to "rs" from "b" of
Medical Savings Insurance Company (Medical Savings) (Indianapolis,
IN).

On December 1, 2008, the Indiana Department of Insurance announced
it had placed an Order of Rehabilitation against Medical Savings
and appointed a receiver for the company. Medical Savings has
reported large losses the past three years, which has led to
considerable deterioration of its capital and surplus position.

As part of the Order of Rehabilitation, existing policyholders of
Medical Savings have the opportunity to transfer their coverage,
most on a guaranteed coverage basis, to Golden Rule Insurance
Company, a subsidiary of UnitedHealth Group, Inc. Golden Rule
Insurance Company has an FSR of A (Excellent) and an ICR of "a"
and focuses on the individual major medical market.

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


MEGA BRANDS: Moody's Lowers Corporate Family Rating to Caa2
-----------------------------------------------------------
Moody's downgraded MEGA Brands, Inc.'s ratings, including lowering
the Corporate Family Rating to Caa2 from B2, after the company
posted its third quarter 2008 results and following an analysis of
the prospects for the remainder of the year.  The SGL rating was
lowered to SGL-4 from SGL-3. The rating outlook is negative.

Moody's said that the downgrade and negative outlook reflect that
fact that financial flexibility of the company has deteriorated
significantly during 2008 due both to lower than expected sales
and high costs, as well as special items.  Leverage also increased
following the issuance of C$75 million in convertible debentures
which Moody's consider to be basket A (or 100% debt).  While it
was a benefit to liquidity that the company was able to raise new
funds in this difficult market, Debt to EBITDA at the end of the
quarter jumped to 17.6 times from 5.5 times as of year-end 2007
(per Moody's FM) and operating cash flow was negative in the
quarter and on a LTM basis.  Because of the difficult economic
environment and lack of growth momentum this year, Moody's expect
that the fourth quarter will be worse than last year's fourth
quarter.  Moody's therefore do not expect improvement in leverage
and cash flow ratios or overall liquidity for the full year
despite the usual importance of cash flows in the fourth quarter.

Moody's expects full year results to be significantly weaker than
a year ago, and weaker than the 3rd quarter LTM, continuing a
steady downward trend.  Furthermore, the prospects for 2009 are
grim, despite the likelihood of some expense savings next year
following a plant closing and lower developmental expenses
following this year's launch of MAGNEXT as well as lower input
costs given the recent downward trend in commodity prices.

The SGL rating was lowered to SGL-4 from SGL-3 reflecting weak
liquidity.  The $100 million revolver is almost fully utilized and
Moody's do not expect cash balances to be much higher than the $40
million at the end of 3rd quarter.  Moody's believe the company
will be challenged to cover its pre-holiday season inventory build
needs in 2009.  Thanks to a waiver of the financial ratio
covenants (the leverage covenant and the fixed charge coverage
covenant were both waived until July 2010) the company is in
compliance with its only remaining minimum EBITDA covenant as of
third quarter with $46.2 million versus a $15 million requirement.
The company expects to remain in compliance with this covenant
throughout 2009 but the cushion may be very tight especially as
the minimum steps up to $40 million during the year, and there is
little margin for error.

A successful sale of the stationery and activities businesses
could improve credit metrics, (depending on the proceeds) and
could be a positive rating development.  Moody's rating does not
assume that this sale will occur, especially since it was expected
for the middle of 2008 and has still not materialized, and asset
valuations are falling globally.

The company faces challenges that include risks specific to the
toy industry including, changing play patterns of children,
fashion risk of toys, extreme seasonality, and weak retailer
leverage with sales concentrated with a few large customers.
Other key concerns include:

   Questions around consumer acceptance of the new generation of
    MAGNETIX products after the damage suffered over the last
    years due to product safety issues and the resulting recalls
    and lawsuits.

   Ongoing litigation, and issues around the company's self
    insurance for product liability for MAGNETIX products
    manufactured before May 1, 2006 and for incidents occurring
    after December 1, 2006

   The resolution of and/or likely timing and payout of the
    disputed Rose Art earn-out payment.

These ratings were downgraded:

MEGA Brands, Inc.

  -- Corporate Family Rating to Caa2 from B2;

  -- Probability of Default to Caa2 from B3;

  -- $120 million 5-year revolving credit facility maturing July
     2010 to Caa1 (LGD 3, 35%) from B1 (LGD 2, 26%);

  -- $40 million, 5-year term loan A facility to Caa1 (LGD-3, 35%)
     from B1 (LGD 2, 26%)

MEGA Brands Finco

  -- $260 million 7-year term loan B facility to Caa1 (LGD 3, 35%)
     from B1 (LGD 2, 26%)

The last rating action was taken on April 9, 2008 when the rating
was lowered to B2 from B1 and left on review for further possible
downgrade.

MEGA Brands manufactures and markets a broad line of toys and
stationery and activities products.  It is based in Montreal,
Canada and had sales of $525 million in 2007.  Sales have slipped
to $475 million through September 2008 on an LTM basis.


MILLENIUM INORGANIC: S&P Raises Corporate Credit Ratings to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Millennium Inorganic Chemicals to 'B-'
from 'CCC+'.  The outlook is stable.

S&P also raised the rating on the company's $650 million first-
lien senior secured credit facility to 'B' (one notch above the
corporate credit rating) from 'B-' and kept the recovery rating at
'2', indicating S&P's expectation for substantial (70%-90%)
recovery in the event of default.  The rating on the company's
$230 million second-lien term loan due in 2014 was raised to 'CCC'
(two notches below the corporate credit rating) from 'CCC-', with
a recovery rating of '6', indicating the expectation of negligible
(0%-10%) recovery in the event of default.

"The upgrade reflects the recent amendment and expected completion
of a proposed capital infusion, which would alleviate covenant
concerns and bolster short-term liquidity," said S&P's credit
analyst Henry Fukuchi.

As part of the amendment, Millennium's parent, National Titanium
Dioxide Co. Ltd., will inject $200 million into the business in
coming weeks of which $50 million will be applied toward immediate
debt reduction on the existing first-lien term loan.  This will
reduce the loan to approximately $495 million from $545 million.
S&P does not expect any reduction in the revolving credit facility
or the second-lien loan as part of this transaction.  Of the
remaining $150 million, $75 million will fund a separate escrow
account for future Le Havre shutdown costs through the first half
of 2009 and $75 million will remain on the balance sheet for
liquidity and general purposes.

The amendment relaxes upcoming total leverage and interest
coverage levels, reducing concerns over financial covenant
compliance in the near term, and allows the parent to provide up
to $50 million annually for general corporate purposes without
triggering mandatory repayment of existing debt.

The ratings on Millennium Inorganic Chemicals reflect the
company's limited business diversity, exposure to cyclical end
markets and commodity product cycles, mediocre operating margins,
and weak cash flow protection measures.  Mitigating factors
include the company's good geographic diversity, solid position in
TiO2 markets, and ownership by Cristal, an industry player with
experience operating a profitable TiO2 plant in the Middle East.
Cristal acquired Millennium in May 2007 from Lyondell Chemical Co.


MORGAN STANLEY: S&P Ups Ratings on 2008-7 Notes to AAA From BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Morgan
Stanley ACES SPC's notes series 2008-7 to 'AAA' from 'BB' and
removed the rating from CreditWatch with negative implications,
where it was placed Nov. 26, 2008.

The rating action reflects a transaction restructuring in which
the credit default swap's attachment point was increased.

Morgan Stanley ACES is a multi-use trust and its series 2008-7
segregated portfolio is a single-tranche synthetic corporate
investment-grade collateralized debt obligation.


MORGAN STANLEY: Senior Banker Robert Scully Will Leave Firm
-----------------------------------------------------------
Morgan Stanley said on Friday that Robert Scully will resign from
the company as its senior banker, Aaron Lucchetti at The Wall
Street Journal reports.

Citing people familiar with the matter, WSJ relates that Mr.
Scully will leave by year-end.

According to WSJ, Mr. Scully has worked at Morgan Stanley since
1996.  He led the team that advised the U.S. government's efforts
to rescue Fannie Mae, Freddie Mac, and American International
Group Inc., says WSJ.

WSJ states that Mr. Scully served under Morgan Stanley Chairperson
and CEO John Mack as one of the company's two co-presidents from
2006 to 2007, supervising the firm's asset-management and credit-
card divisions and working to lessen internal problems, the result
of the 1997 Morgan Stanley - Dean Witter Discover merger.  Last
year, Mr. Scully became senior banker working in Morgan Stanley's
newly created office of the chairperson, WSJ relates.

                      About Morgan Stanley

New York-based Morgan Stanley -- http://www.morganstanley.com--
is a global financial services firm that, through its subsidiaries
and affiliates, provides its products and services to a group of
clients and customers, including corporations, governments,
financial institutions and individuals.  Morgan Stanley's business
segments include Institutional Securities, Global Wealth
Management Group and Asset Management.  The company conducts its
business from New York City, its regional offices and branches
throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centers.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Moody's Investors Service downgraded the ratings of 320 tranches
from 25 transactions issued by Morgan Stanley, including its:

  -- Cl. M-2, downgraded to Caa2 from B2,
  -- Cl. M-3, Downgraded to Ca from B2,
  -- Cl. M-4, Downgraded to Ca from B3,
  -- Cl. M-5, Downgraded to Ca from B3,
  -- Cl. B-3, Downgraded to C from Ca, and
  -- Cl. B-4, Downgraded to C from Ca.


N. CAROLINA MUTUAL: A.M. Best Holds "B" Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. affirmed on December 3, 2008, the financial strength
rating (FSR) of B (Fair) of North Carolina Mutual Life Insurance
Company (North Carolina Mutual) (Durham, NC).  Concurrently, A.M.
Best downgraded the issuer credit ratings (ICR) from "bb+" to
"bb". The outlook for all ratings has been revised to negative
from stable.

The negative outlook and downgrading of the ICR reflects North
Carolina Mutual's general decline in capital and surplus over the
last several years, which was driven by operating losses primarily
due to new business strain, and more recently by realized
investment losses. Given the uncertainty of the current economic
environment and the potential for additional realized losses, the
company's capital position may be further weakened.

The affirmation of the FSR reflects North Carolina Mutual's risk-
adjusted capital position, which although relatively low, is
considered adequate for its rating level, and expense reductions
that should translate into improved future operating performance.
In addition, the FSR is supported by recent initiatives to improve
North Carolina Mutual's earnings and capitalization, including
prudent use of reinsurance, a marketing strategy focused on select
core business lines and the company's well established position
and reputation in the African-American insurance market.

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


NEIMAN MARCUS: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Dallas-based luxury retailer The Neiman Marcus Group Inc.,
including the corporate credit rating to 'B+' from 'BB-'.  The
outlook is negative.

"The rating change reflects our belief that the company will be
more challenged than previously expected by the current weak
economic environment in the U.S. and the turmoil in the financial
markets," said S&P's credit analyst Diane Shand.  In addition,
credit measures will likely deteriorate more than S&P had
originally projected as a result of a deepening spending pull-back
by consumers.


NEWPORT TELEVISION: S&P Cuts Senior Unsecured Debt Rating to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Kansas
City, Missouri-based Newport Television Holdings LLC and its
operating subsidiary, Newport Television LLC.  The corporate
credit rating was lowered to 'B-' from 'B', and the rating outlook
is stable.

The issue-level rating on Newport's senior secured debt was also
lowered to 'B-' (at the same level as the corporate credit rating)
from 'B', and the recovery rating on this debt was revised to '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default, from '3'.

The issue-level rating on the company's senior unsecured debt was
lowered to 'CCC' from 'CCC+', and the recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of default.

"The ratings downgrade reflects our expectation that Newport will
be challenged to avoid revenue declines over the coming one to two
years, resulting in EBITDA deterioration despite efforts to cut
costs," explained S&P's credit analyst Deborah Kinzer.
"Furthermore, S&P does not expect the company will be able to
reduce its lease-adjusted debt to EBITDA to below 10x in the
intermediate term because of declining EBITDA and because of lack
of progress in selling assets."

The 'B-' rating on Newport reflects the company's very high debt
leverage of more than 10x, low EBITDA margin compared with the
peer average, negative discretionary cash flow since its leveraged
buyout in March 2008, generally weak competitive positions in its
TV markets, and TV broadcasting's mature revenue growth prospects.
Newport's revenue and geographic diversification across network
affiliations and states minimally tempers these factors.

Newport owns and operates 50 TV stations, including 17 digital
multicast stations, in 22 markets ranging from No. 6 (San
Francisco/Oakland/San Jose, California) to No. 203 (Fairbanks,
Alaska).  The company's station affiliations are fairly evenly
distributed among the top four networks.  Few of the company's
stations have the top revenue rankings in their markets, although
ownership of multiple stations in some markets improves the
company's overall ranking in some cases.  In May 2008, Newport
sold five noncore stations and used the proceeds to pay down its
term loan.  The company wants to divest 11 more noncore stations,
but the sale process is taking longer than anticipated, which is
delaying Newport's plan to reduce debt.

In the third quarter of 2008, EBITDA from continuing operations
rose 2.9% year over year, despite a 1.6% decline in revenue,
because of cost efficiencies that lowered operating expenses by
6.9%.  Lower ad revenue from the automotive category in particular
drove the revenue decline, which more than offset the benefit of
political ad revenue.  The EBITDA margin improved slightly over
the same period, to 19.3% from 18.5%, but it remains significantly
below the peer average of around 30%.  Reported EBITDA coverage
of pro forma cash interest was thin, at 0.9x, for the 12 months
ended Sept. 30, 2008.  EBITDA coverage of total interest expense
was lower, at 0.8x.  S&P believes that the company will be unable
to generate positive discretionary cash flow in the foreseeable
future because weak revenues, higher debt-servicing requirements,
and capital expenditures for digital investments and technology
infrastructure will more than offset the benefit of cost cuts.

Lease-adjusted debt to reported EBITDA remains very high, at
14.3x, as of Sept. 30, 2008.  Even netting out Newport's full
usage of its revolving credit facility, the proceeds of which are
being held as cash balances, leverage remains a high 13.0x.


NEWSWEEK: Will Lay Off Employees & May & Cut Focus on Print
-----------------------------------------------------------
Russel Adams at The Wall Street Journal reports that the Newsweek
magazine has told workers that it will lay off some of its staff
due to weakening financial position.

WSJ relates that Newsweek parent Washington Post Co.'s vice
president Ann McDaniel said in a memo sent to workers that about
65 workers will receive a buyout offer, while 10 other employees
will be voluntarily laid off.  The report says that eligible
workers will have 45 days to decide whether to take the offer, and
another seven days to change their minds.  This would be
Newsweek's final buyout, the report states, citing Ms McDaniel.

Newsweek, WSJ reports, has recently laid off about 111 workers
through the same buyout.  The magazine will make additional cuts
due to its weakened financial position, WSJ states.

According to WSJ, Newsweek is also preparing for an overhaul of
the magazine in 2009, which would reduce its 2.6 million
circulation.

Newsweek, says WSJ, will introduce a new strategy in February
2009, which would include a revamped magazine and Web site.
Newsweek, according to the report, is aiming to become a less
print-focused publication, and distribute more content online and
on mobile devices.

WSJ states that Newsweek would significantly cut its rate base-the
number of weekly copies it promises advertisers it will deliver.
The report says that Newsweek operates in six-month cycles.
Newsweek executives said that the magazine is committed to its
current circulation guarantee of 2.6 million copies for the first
half of 2009, WSJ relates.  According to the report, Newsweek
could cut anywhere from 500,000 to one million copies by July 1.

According to WSJ, the layoffs could reduce Newsweek's global
circulation by as many as about a dozen cities.  The report says
that many of the 65 workers eligible for the buyout offer are
located in bureaus in cities from Baghdad to Detroit.  Closures
are likely for these bureaus, which many are one- or two-person
shops that carry real estate costs.

WSJ reports that those eligible for the buyout are U.S. citizens
working at overseas correspondent posts in Baghdad, Cape Town,
Hong Kong, London, Tokyo, Jerusalem, and Paris.  WSJ relates that
offers were also extended to staffers in Chicago, Detroit, Los
Angeles, San Francisco, and Miami.  The report states that bureaus
in Moscow, Beijing, South Asia, and Washington weren't targeted by
the buyouts.  The report says that if most of the eligible workers
accept the offer, Newsweek's presence would be concentrated in
Washington and New York, with a few correspondents who live in
places like Boston and Miami.

                      About Newsweek

Newsweek is an American weekly newsmagazine published in New York
City.  It is distributed throughout the United States and
internationally.  It is the second largest news weekly magazine in
the U.S., having trailed Time in circulation and advertising
revenue for most of its existence, although both are much larger
than the third of America's prominent weeklies, U.S. News & World
Report.  Newsweek is published in four English language editions
and 12 global editions written in the language of the circulation
region.


NTELOS HOLDINGS: S&P Keeps BB- Corp. Credit Rating; Outlook Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Waynesboro, Virginia-based NTELOS Holdings Corp. to positive from
stable.  S&P affirmed all existing ratings on the company,
including the 'BB-' corporate credit rating.  NTELOS is an
integrated communication services provider serving 427,000 retail
wireless subscribers and, in its wireline segment, 91,900 access
lines in parts of western Virginia and West Virginia.  Debt
outstanding at Sept. 30, 2008, totaled about $609 million.

"The positive outlook revision recognizes NTELOS' solid operating
performance over the past year, which has driven improvement in
its financial profile," said S&P's credit analyst Susan Madison.


PIERRE FOODS: Emerges from Bankruptcy, Secures $95MM Exit Facility
------------------------------------------------------------------
Pierre Foods Inc. said that it has emerged from Chapter 11
bankruptcy protection.  The company said it officially concluded
its Chapter 11 restructuring after meeting all statutory
requirements for its Plan of Reorganization.

In connection with its emergence, the company has named William
Toler as chief executive officer of the company effective
[Fri]day.  Mr. Toler succeeds Norbert Woodhams, who is retiring
from the Company.

In conjunction with the Plan, the company has also closed its
$95 million exit financing facility.

"Pierre Foods is emerging from Chapter 11 with a strengthened
balance sheet and is well positioned to capitalize on the
significant opportunities we see today and in the future," said
Mr. Toler.  "The entire team is energized and looking forward to
continuing our growth as a stronger company.  In only five months,
the Company has effectively addressed its financial and
operational challenges and laid a strong foundation for its
future.

"The expeditious restructuring of Pierre is a testament to its
loyal employees, dedicated customers and vendors and the
strong relationship we have with our new owner sponsor, Oaktree
Capital Management.  I believe everyone at the Company is
energized and excited to continue this success as we begin
operating outside of Chapter 11," Mr. Toler said.

"It is an honor to be given the opportunity to lead Pierre's
talented team of employees. We will get started right away and
utilize the positive momentum from the emergence from Chapter 11
to keep the company moving in the right direction.  While there is
still work to be done, I believe Pierre is now a financially
stable company and can be a major competitor in the industry.  On
behalf of everyone at Pierre, I would like to wish Norb the best
in his future endeavors," Mr. Toler continued.

The company's new board of directors includes:

  -- Steven Kaplan as chairman of the board;
  -- William D. Toler as director; and
  -- Matthew Wilson as director.

The company expects to announce the appointment of two new
members of the board in the coming weeks.

According to the Troubled Company Reporter on Dec. 11, 2008,
the United States Bankruptcy Court for the District of Delaware
confirmed the Debtor's plan of reorganization.

With the Bankruptcy Court's approval of the Plan, funds managed by
Oaktree Capital Management L.P., have become the majority owner of
Pierre.  Oaktree Capital is Pierre's single largest creditor and
provider of the company's debtor-in-possession credit facility.

The Plan provides for the following:

  -- a portion of the existing prepetition secured indebtedness
     will be satisfied in cash;

  -- conversion of $85 million of existing prepetition secured
     indebtedness to a new mezzanine facility;

  -- conversion of the remainder of the existing prepetition
     secured indebtedness to 100% of the equity of Reorganized
     Pierre;

  -- a new exit facility in the amount of $95 million to fund the
     Company's ongoing operations and pay obligations under the
     Plan.  The Company expects less than $60 million to be drawn
     at exit;

  -- the Debtors' Senior Subordinated Notes in the principal
     amount of $125 million will be cancelled; and

  -- 12% cash recovery for unsecured creditors including holders
     of Senior Subordinated Notes.

"Pierre Foods is poised to emerge with the renewed ability to
operate profitably throughout the continued downturn of the
economic cycle and beyond," the company stated.  "We are pleased
to continue working with Oaktree and appreciate their continued
commitment to the Company.  Oaktree and its affiliates have
extensive experience in alternative investments and a proven
track record of success through superior performance.

"We are excited about this new sponsorship and believe that
Oaktree is the perfect partner to help guide the future of the
Company.  Additionally, we are grateful for the loyalty of all
our dedicated employees, customers and vendors during this
restructuring. We look forward to our continuing relationship
with these parties who played a critical role in our successful
restructuring," the company continued.

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Jonathan S. Henes, Esq., and Lisa G.
Laukitis, Esq., at Kirkland & Ellis; and Daniel J. DeFranceschi,
Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.
The United States Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Michael S. Stamer, Esq., at Akin Gump Strauss
Hauer & Feld LLP, in New York, and James R. Savin, Esq., at Akin
Gump's Washington, D.C. office, as counsel.  Oaktree Capital
Management, the Debtors' DIP lender and which is serving as plan
sponsor, is represented by Van C. Durrer, II, Esq., at Skadden
Arps, Slate Meagher & Flom LLP, in Los Angeles, California.
Wachovia Bank, N.A., the administrative agent under the Debtors'
June 2004 credit agreement, is represented by Gregory Bray, Wsq.,
and Haig Mark Maghakian, Esq., at Milbank Tweed Hadley McCloy LLP


PMA CAPITAL: A.M. Best Downgrades FSR to "C" & ICR to "b"
---------------------------------------------------------
A.M. Best Co. downgraded on December 5, 2008, the financial
strength rating (FSR) to C++ (Marginal) from B (Fair) and issuer
credit rating (ICR) to "b" from "bb" of PMA Capital Insurance
Company (PMACIC) (Philadelphia, PA), the run-off operations of PMA
Capital Corporation (PMA Capital) (Blue Bell, PA) [NASDAQ: PMACA],
following the recent reserve strengthening actions occurring
during third quarter 2008. Additionally, the ratings remain under
review with negative implications as a result of the announcement
earlier this year that PMACIC's parent, PMA Capital, entered into
a letter of intent and subsequently signed a stock purchase
agreement with a third party to sell PMACIC. The ratings of PMA
Capital and PMA Insurance Group (Blue Bell, PA) and its members
are unchanged.

The downgrading of PMACIC's ratings reflect the significant
reduction in its stand-alone capitalization following additional
reserve strengthening actions during the first and third quarters
of 2008, impacting claims made general liability business and, to
a lesser extent, occurrence liability business. Partially
offsetting these negative rating factors is PMA Capital's
commitment to maintain adequate capitalization to support the run-
off operations following the recent reserve strengthening actions.
While capitalization remains marginal, A.M. Best expects ongoing
financial support from PMA Capital to ensure an orderly run off.

The under review status of PMACIC's ratings reflect the planned
sale to a third party and uncertainty with the level of commitment
of the new parent to sustain operations, as well as the continued
execution risk associated with managing the run-off business.

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


PRECISION PARTS: Financial & Economic Woes Cue Chapter 11 Filing
----------------------------------------------------------------
Precision Parts International Services Corp. and each of the nine
debtor-affiliates filed voluntary petitions under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court in the District of Delaware citing the present global
financial and economic crisis.

According to the company, both domestic original equipment
manufacturers and certain suppliers have faced troubling times in
recent years caused by:

  -- a steady decline in market share by domestic OEMs;

  -- noncompetitive cost structures as a result of inflated union
     wages and pension and legacy costs;

  -- significant increases in raw materials; and

  -- excess production capacity.

The company blamed the deteriorating conditions in the automotive
sector.  Despite generating sufficient cost savings to offset any
price concessions made to customers and reducing cost to mitigate
against expected production slowdowns, its operational flexibility
has been severely restricted as a result of declining North
American OEM production levels and increased raw materials, the
company said.

The company pointed out that North American OEM market share and
overall production levels for both cars and light trucks has
decline significantly in recent years.  As of 1999, General
Motors, Chrysler and Ford have a collective 62% U.S. market share,
which fell to about 52% in the first half of 2007, the company
related.  Sales in the automotive industry in October 2008 were
down nearly 32% compared with October 2007.  The big three's loss
of market share affected the automotive supply chain by decreasing
volume production while OEMs continued to pursue aggressive price-
down strategies at the same time, the company noted.

On the one hand, the company said its revenue through third
quarter 2008 declined to $126.2 million from $154.5 million in
the same period a year ago.  The decline in revenue, the company
further said, was caused by (i) decline in domestic automobile
production volume; (ii) lower pricing; and (iii) increasing costs.

The company said that it filed for bankruptcy in order to
facilitate an orderly wind-down of its business.  The Chapter 11
filing came after an exhaustive exploration of options for
continuing the business including a sale of its operations, the
company added.

The company related that it has secured a commitment from General
Electric Capital Corp. and Comerica Bank for up to $2 million in
debtor-in-possession financing to support the wind-down.  The
company said it will present to the Court several first day
motions intends to allow the Debtors to maintain their ongoing
business operations and fulfill their duties, including:

  -- additional time within which to file their schedules and
     statements of financial affairs;

  -- authority to continue use of existing cash management system,

     bank accounts and business forms;

  -- authority the employ Kurtzman Carson Consultants LLC as
     claim, noticing and balloting agent;

  -- authority to pay prepetition premiums necessary to maintain
     insurance coverage;

  -- authority to pay certain prepetition wages, salaries and
     other compensation, employee medical and similar Benefits,
     and reimbursable employee expenses;

  -- authority to pay Prepetition claims of shippers, brokers,
     warehousemen and other lien claimants;

  -- authority to pay the prepetition claims of certain critical
     vendors.

A hearing is scheduled for on Dec. 15, 2008 at 1:30 p.m., to
consider approval of the motions.

According to the filing, the company has $184.5 million in secured
and unsecured longterm liabilities and $30 million in trade debt
in the aggregate trade debt as of its bankruptcy filing.  The
company's prepetition, long-term debt structure was composed of,
among other things:

  i) a 115.0 million in secured senior term loan, a $19.7 million
     in secured revolver and $14.0 million in secured junior term
     loan issued under a senior credit agreement dated as of
     Sept. 30, 2005, with a syndicate of financial institution
     led by General Electric Capital Corporation; and

ii) a $55.0 million in loan under a subordinated note purchase
     agreement dated as of Sept. 30, 2005, with Norwest Mezzanine
     Partners II LP, LEG Partners Debenture SBIC LP and Golub
     Capital CP Funding LLC.

The company said it owes $89.1 million under the prepetition
senior credit agreement and $88.5 million under the prepetition
mezzanine agreement as of its bankruptcy filing.

"[Fri]day's actions are unavoidable," said Joe Lefave, President
and Chief Executive Officer.  "The current depressed conditions in
the domestic auto industry, along with the continued tightening of
credit markets created insurmountable hurdles that could not be
overcome.

"PPI will continue to operate during the wind-down in order to
ensure a successful transition for all of our customers and has
obtained liquidity to pay suppliers and employees during this
process," Mr. Lefave said.  "Additionally, the company will be
accepting offers for its assets."

According to Bloomberg News, the company is at least the 10th
auto-parts maker sought Chapter 11 protection from its creditors
this year.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com--
sell products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.  The company's operations
consist of two distinct lines of business: MPI, which performs
fineblanking work and conventional metal stamping, as well as a
range of value-added finishing operations, and Skill which
performs conventional metal stamping, as well as a range of
assembly and value-added finishing operations.  Four of the
Debtors are holding companies that  have no employees and are not
involved in the Debtors' day-to-day operations: PPI Holdings,
Inc.; PPI Sub-Holdings, Inc.; MPI International  Holdings, Inc.;
and Skill Tool & Die Holdings Corp.


PRECISION PARTS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Precision Parts International Services Corp.
        2129 Austin Avenue
        Rochester Hills, MI 48309
        Tel: (248) 742-7232
        Fax: (248) 853-5665

Bankruptcy Case No.: 08-13291

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
PPI Holdings, Inc.                                 08-13289
PPI Sub-Holdings, Inc.                             08-13290
MPI International Holdings, Inc.                   08-13292
MPI International, Inc.                            08-13293
International Fineblanking Corporation             08-13294
Michigan Fineblanking, Inc.                        08-13295
Skill Tool & Die Holdings Corp.                    08-13296
Skill Tool & Die Corp.                             08-13297

Type of Business: The Debtors sell products to major north
                  American automotive and non-automotive
                  original equipment manufacturers and Tier 1
                  and 2 suppliers.  The Debtors operate six
                  manufacturing facilities throughout north
                  America, including a facility in Mexico
                  operated on the Debtors' behalf by Intermex
                  Manufactura de Chihuahua under a shelter and
                  logistics agreement.

                  The Debtors' operations consist of two distinct
                  lines of business: MPI, which performs
                  fineblanking work and conventional metal
                  stamping, as well as a range of value-added
                  finishing operations, and Skill which performs
                  conventional metal stamping, as well as a range
                  of assembly and value-added finishing
                  operations.

                  Four of the Debtors are holding companies that
                  have no employees and are not involved in the
                  Debtors' day-to-day operations: PPI Holdings,
                  Inc.; PPI Sub-Holdings, Inc.; MPI International
                  Holdings, Inc.; and Skill Tool & Die Holdings
                  Corp.

                  See: http://www.precisionparts.com/

Chapter 11 Petition Date: December 12, 2008

Court: District of Delaware

Judge: Kevin Gross

Debtor's Counsel: David M. Fournier, Esq.
                  Pepper Hamilton LLP
                  Hecules Plaza, Suite 5100
                  1313 N. Market Street
                  P.O. Box 1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390
                  http://www.pepperlaw.com

Financial Advisor: Alvarez & Marsal North America LLC

Notice, Claims and Balloting Agent: Kurtzman Carson Consultants
                                    LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by chief financial officer Roger Goldbaum.

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Golub Capital                  bank loan         $42,770,053
Attn: Gregory Cashman
551 Madison Ave., 6th Floor
New York, NY 10022
Tel: (212) 750-6060
Fax: (212) 750-5505

Norwest Mezzanine Partners     bank loan         $42,7700,53
II LLP
Attn: Carter Balfour
80 S. 8th, Suite 3600
Minneapolis, MN 55402
Tel: (612) 215-1600
Fax: (612) 215-1602

Gestamp North America Inc.     trade debt        $4,825,7449
Attn: Jim Barry
755 W. Big Beaver Rd.
Ste. 1800
Troy, MI 48084
Tel: (248) 743-3404
Fax: (248) 743-3403

Chrysler LLC                   trade debt        $3,259,742
Attn: Robert Nadellie
      Holly Leese
1000 Chrysler Driver
Auburn Hills, Michigan 48326
Tel: (248) 576-5741
Fax: (248) 512-8084

Steel Warehouse Company Inc.   trade debt        $1,859,493
Attn: Mikre Lerman
2722 W. Tucker Drive
South Bend, IN 46624
Tel: (574) 236-5100
Fax: (574) 236-5154

Heidtman Steel Products Inc.   trade debt        $1,529,970
Attn: John c. Bates
2401 Front St.
Toledo, OH 43605
Tel: (419) 691-4646
Fax: (419) 698-1150

Samuel Son & Co. Inc.          trade debt        $1,061,191
Attn: Mark C. Samuel
2360 Dixie Road
Mississuaga, ON, Canada
L4Y 1Z7
Tel: (800) 267-2683
Fax: (905) 279-9658

General Motors Corp.           trade debt        $728,281
Attn: G. Richard Wagoner, Jr.
      Robert S. Osborne
200 Renaissance Center
Detroit, MI 48265
Tel: (313) 556-5000
Fax: (313) 556-5108

Ford Motor Company             trade debt        $688,446
Attn: Alan Mullaly
      David G. Leitch
1 American Road
Dearborn, MI 48126
Tel: (313) 322-3000
Fax: (313) 845-7512

Machine Concepts Inc.          trade debt        $542,165
Attn: John Eiting
2167 Sr. 66, PO Box 127
Minster, OH 45865
Tel: (419) 628-3498
Fax: (419) 628-2794

Worthington Steel              trade debt        $430,287

Independent Steel Company      trade debt        $370,598
(Inc.)

Perkins Products Inc.          trade debt        $339,573

The Minster Machine Company    trade debt        $257,037

Benz Oil Inc.                  trade debt        $255,814

Hoosier Custom Plastics        trade debt        $243,167

New Technology Steel LLC       trade debt        $242,281

Motion Industries Inc.         trade debt        $234,150

Blair Strip Steel Company      trade debt        $213,487

J & B Industrial Specialties   trade debt        $212,354
Inc.

MST Steel Corporation          trade debt        $199,121

National Material of Mexico    trade debt        $198,143

Hi-Tech Metal Processing Inc.  trade debt        $193,666

Spectra-Tech Inc.              trade debt        $187,815

Ryeco Inc.                     trade debt        $172,957

Amstek Metal                   trade debt        $157,324

Keyker USA Inc.                trade debt        $156,420

Lap Tech Industries Inc.       trade debt        $153,907

Benteler Automotive            trade debt        $148,947
Corporation


PRUDENTIAL STRUCTURED: S&P Cuts Ratings on B-1 & B-1L Notes to CC
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2L, B-1L, and B-1 notes issued by Prudential Structured
Finance CBO I, a cash flow mezzanine structured finance
collateralized debt obligation of subprime residential mortgage-
backed securities managed by Prudential Investment Corp.

The downgrades reflect factors that have negatively affected the
credit enhancement available to support the notes since S&P's last
rating actions on Sept. 18, 2007, including a decline in the
overall credit quality of the underlying portfolio.

S&P will review the results of current cash flow runs generated
for Prudential Structured Finance CBO I to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  S&P
will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available to support them.

                         Ratings Lowered

                Prudential Structured Finance CBO I

    Class             To        From   Current balance (million)
    -----             --        ----   -------------------------
    A-2L              BB-       BBB                      $11.297
    B-1               CC        CCC-                      $4.200
    B-1L              CC        CCC-                      $8.000

  Transaction Information
  -----------------------
Issuer:              Prudential Structured Finance CBO I
Collateral manager:  Prudential Investment Corporation
Underwriter:         Bear Stearns Cos. LLC

       Tranche                        Last           Current
       Information                    Action         Action*
       -----------                    ------         -------
       Date (MM/YYYY)                 09/2007        12/2008
       Class A-2L notes rating        BBB            BB-
       Class A-2L notes bal. (mil. $) 20.00          11.30
       Class B-1 notes rating         CCC-           CC
       Class B-1 notes bal. (mil. $)  4.20           4.20
       Class B-1L notes rating        CCC-           CC
       Class B-1L notes bal. (mil. $) 8.00           8.00

  Portfolio Benchmarks*                                 Current
  ---------------------                                 -------
  S&P weighted average rating (incl. defaulted)         BBB
  S&P default measure (%)                               0.60
  S&P variability measure (%)                           2.17
  S&P correlation measure                               1.13
  Obligors rated 'BBB-' and above (incl. defaulted) (%) 59.76
  Obligors rated 'BB-' and above (incl. defaulted) (%)  67.83
  Obligors rated 'B-' and above (incl. defaulted) (%)   67.83
  Obligors rated in 'CCC' range (%)                     4.30
  Obligors rated 'CC', 'SD', or 'D' (%)                 27.87

            * Data based on the Nov. 15, 2008, report.


PTA REINSURANCE: A.M. Best Assigns "B" Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb+" to ZEP-RE (PTA Reinsurance
Company) (ZEP-RE) (Kenya). The outlook for both ratings is stable.

The ratings reflect ZEP-RE's good level of risk-adjusted
capitalization, developing business profile and improving risk
management. An offsetting factor is its marginal underwriting
performance.

In A.M. Best's opinion, ZEP-RE's risk-adjusted capitalization is
at a good level, following capital increases of USD 7.5 million in
2008 and full earnings retention in 2007. Additionally, ZEP-RE's
capital position has benefited from a reduction in credit risk,
with a lower level of debtors and improved outward reinsurance
securities. A.M. Best believes that ZEP-RE's capital position is
expected to remain stable, provided that growth in gross premiums
written is controlled to 15% in each of the next two years, with
minimum retained earnings of 75% of net profit.

In A.M. Best's opinion, ZEP-RE's operating performance has been
moderate with a pre tax profit of USD 5.2 million in 2007, mainly
arising through investment income. Underwriting performance has
been marginal with technical profits of approximately USD 1
million, mainly contributed by its non core life business. In A.M.
Best's opinion, ZEP-RE's prudent underwriting and claims handling
will result in a lower frequency of large claims during 2008,
producing a loss ratio of 57% in 2008 (compared to 60% in 2007),
with improved performance on its non-life risks, particularly in
property. In addition, ZEP-RE has made considerable progress
developing its risk management to ensure adequate controls are
place.

ZEP-RE is an African reinsurer, mainly concentrating on the COMESA
market, where it has established itself as an important reinsurer.
In A.M. Best's opinion, ZEP-RE is expected to continue increasing
its presence in the African reinsurance market, growing between
10%-15% in each of the next two years, with gross premiums written
in excess of USD 50 million.

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


QPC LASERS: Discloses $0.0021 Default Reset Price at December 1
---------------------------------------------------------------
QPC Lasers, Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that as of Dec. 1, 2008, the
Default Reset Price is $0.0021.

The company is in default of its obligations under its 10% Secured
Convertible Debentures issued in April and May of 2007.  After an
Event of Default, the conversion price for the 2007 Debentures
will be decreased on the first trading day of each calendar month
thereafter until the Default Amount is paid in full, to a
conversion price equal to the lesser of (i) the conversion price
then in effect, or (ii) the lowest "Market Price" that has
occurred on any Default Adjustment Date since the date the Event
of Default began.  The "Market Price" is defined in the 2007
Debentures as the volume weighted average price of the common
stock during the ten consecutive trading days period immediately
preceding the date in question.

A holder of a 2007 Debenture may elect upon written notice to
require the company to issue, in lieu of payment of all or any
specified portion of the unpaid portion of the Default Amount, a
number of shares of common stock, subject to the ownership
limitations on the conversion of the 2007 Debentures contained
therein, equal to all or the specified portion of the Default
Amount divided by the Default Reset Price then in effect.
However, with the new lower conversion price, the company will not
be able to honor any conversions that cause its issued shares to
exceed the 180,000,000 shares authorized for issuance under its
Articles of Incorporation unless the company obtains shareholder
consent to authorize the issuance of additional shares.  As of
Dec. 2, 2008, the company has 110,806,164 shares of common stock
issued and outstanding.

In addition, the conversion price of the company's 10% Secured
Convertible Debentures issued in May and July of 2008 has been
adjusted to the Default Reset Price pursuant to the conversion
price adjustment provisions of the 2008 Debentures.

The company reiterated that it is very likely that the company
will file for protection under Chapter 7 or Chapter 11 of the
federal bankruptcy laws due to its lack of cash and that its
common stock will have no value after liquidation of the company
is completed.

                      About QPC Lasers, Inc.

QPC Lasers, Inc. designs and manufactures laser diodes through its
wholly-owned subsidiary, Quintessence Photonics Corporation.
Quintessence was incorporated in November 2000 by Jeffrey Ungar,
Ph.D. and George Lintz, MBA. The Founders began as entrepreneurs
in residence with DynaFund Ventures in Torrance, California and
wrote the original business plan during their tenure at DynaFund
Ventures from November 2000 to January 2001. The business plan
drew on Dr. Ungar's 17 years of experience in designing and
manufacturing semiconductor lasers and Mr. Lintz's 15 years of
experience in finance and business; the primary objective was to
build a state of the art wafer fabrication facility and hire a
team of experts in the field of semiconductor laser design.


RELIANT ENERGY: Emerges from Bankruptcy, Chapter 11 Plan Effective
------------------------------------------------------------------
Reliant Energy Channelview LP's joint plan of liquidation became
effective and it emerged from Chapter 11 protection, according to
Bloomberg News.

Troubled Company Reporter said on Nov. 25, 2008, the United States
Bankruptcy Court for the District of Delaware has confirmed the
Debtor's liquidation plan, Bankruptcy Law360 reports.  The ruling,
the report said, paves the way for Global Infrastructure Partners
and Fortistar LLC to buy the Debtor's assets.

All the creditors eligible to vote on the plan have voted to
accept the plan.  The Bankruptcy Court approved the Chapter 11
disclosure statement in October.

The plan contemplates the liquidation of the Debtors' estate and
the distribution of the sale proceeds and any other remaining
assets to holders of allowed claims and equity interests.  The
plan further contemplates the appointment of a plan administrator
who will serve as the chief executive officer of the Debtors.

On April 8, 2008, GIM Channelview Cogeneration, LLC, emerged as
the winning bidder during an auction.  Consequently, the Debtors
and GIM entered into an GIM asset purchase agreement, wherein GIM
did not provide for the assumption and assignment of the Second
Amended Restated Cash Flow Participation Agreement (CFPA) between
the Debtors and Equistar Chemicals LP.  The purchase price under
the GIM APA was $500 million.  The proceeds of the proposed GIM
APA were sufficient to pay all creditor claims in full and provide
a recovery to interest holders.

The next day, the Court ruled that the Debtors had satisfied the
standards for approval of the sale under Section 363 of the United
States Bankruptcy Code, and that the CFPA was not severable from
the other Equistar agreements to be assumes and assigned under the
GIM APA.  Thus, the Court's ruling regarding the CFPA jeopardized
the Debtors' ability to consummate the sale to GIM.

As the GIM APA did not contemplate the assumption and assignment
of the CFPA, the Debtors and Equistar attempted to reach an
agreement resolving their disputes with respect to the CFPA.  On
April 23, 2008, the Debtors asked the Court to appoint a Chapter
11 trustee but the Court decided to defer its decision on the
Trustee plea and directed the parties to mediate their dispute.
On May 6, 2008, the Court entered an order defering motion of the
Debtors for entry of an order appointing a Chapter 11 trustee.
The parties participated in the court-ordered mediation and
successfully resolved their disputes regarding the sale and the
CFPA.

On June 9, 2008, the Debtors asked the Court to approve the GIM
sale and a stipulation in connection with the sale.  The salient
terms of the stipulation are:

-- Upon closing of the sale, the CFPA will be deemed assume by
    the Debtors, but not assigned to GIM.  The acquired assets
    will be conveyed to GIM free and clear of any liens, claims
    under the CFPA;

-- The project agreements and the letter agreements will be
    assume and assigned under the sale order.

-- At closing, Equistar will receive certain payments and will be
    deemed to have terminated its interest under and waived all
    rights under the CFPA.

--  After closing, all available cash will be paid to Equistar
     and REI in the following ratios:

     a) available cash up to and including $71.7 million will be
        paid 80% to Equistar and 20$ to REI or its designees;

     b) available cash in excess of $71.7 million will be paid 60%
        to Equistar and 405 to REI or its designees;

     c) Any additional funds will be paid 12.5% to Equistar and
        87.5% to REI.

-- All obligations under the secured credit facility will be paid
    in full at closing.  Any obligations arising under the secured
    credit facility post-closing will be paid in full under the
    confirmed plan.

On June 9, 2008, the Court approved sale to GIM.  The closing of
the sale took place on July 1, 2008.

The plan classifies interests against and claims in the Debtors in
five classes.  The classification of interests and claims are:

                 Treatment of Interests and Claims

                   Type                           Estimated
     Class         of Claims         Treatment    Recovery
     -----         ---------         ---------    ---------
     unclassified  administrative                 100%
                    claims

     unclassified  priority                       100%
                    claims

     unclassified  other priority                 100%
                    claims

     1             secured lender    unimpaired   100%
                    claims

     2             other secured     unimpaired   100%
                    claims

     3             general unsecured unimpaired   100%
                    claims

     4             intercompany      impaired     0%
                    claims

     5             equity interests  impaired     unknown

Class 5 holders of interests against the Debtors are entitled to
vote for the plan.

Holders of Class 1 secured lender claims will receive cash from
the sale proceeds to the prepetition agents in an amount necessary
to satisfy the allowed secured claims in full.

Each holders of Class 2 other secured claims will be paid in full
and final satisfaction of the allowed other secured claims
otherwise holders agrees to a different treatment, either:

   -- the collateral secured the allowed secured claims; or

   -- cash in an amount equal to the value of the collateral.

Holders of Class 3 general unsecured claims will receive the full
unpaid amount of the claims plus interest -- except, in accordance
wit the terms of the stipulation, allowed intercompany claims will
be paid without interests -- with respect to the claims from the
Debtors' bankruptcy filing to the plan's effective date, accruing
at the Federal Judgment Rate as of the Debtors' bankruptcy filing.

Class 4 intercompany claims will be canceled and holders will not
receive any distribution under the plan.

Holders of Class 5 equity interest, after the plan's effective
date, will receive all cash and rights, title and interest in any
other assets remaining in the Debtors' estates.  All cash
distributed to holders of equity interest will be subject to and
in accordance with the terms of the stipulation including any
payments required to be made to Equistar.

A full-text copy of the Debtors' Disclosure Statement is available
for free at:

               http://ResearchArchives.com/t/s?31ef

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Liquidation is available for free at:

               http://ResearchArchives.com/t/s?31f0

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


RENFRO CORP: S&P Places 'B' Corp. Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B' corporate credit rating, on Mount Airy,
North Carolina-based sock manufacturer Renfro Corp. on CreditWatch
with negative implications, meaning that S&P could affirm or lower
the ratings following its review.  The company had about
$199 million of total debt (including operating leases and pension
obligations) at the end of its fiscal third quarter ended Oct. 25,
2008.

The CreditWatch listing follows Renfro's continued weak operating
performance, resulting in tighter than anticipated covenant
cushion levels, and S&P's concerns about the weak economy's effect
on the company's near-term performance.

Challenging economic conditions and a weak retail environment
continued to negatively affect Renfro's sales volumes.

"Standard & Poor's will continue to monitor Renfro's operating
performance and ability to restore additional cushion on its
financial covenants," noted S&P's credit analyst Bea Chiem.  S&P
will review and discuss financial plans with the company before
resolving the CreditWatch listing, as well as expected future
levels of cushion on Renfro's financial covenants.

"If the company cannot reduce leverage and restore sufficient
cushion on its financial covenants in the near term, S&P could
lower the ratings," she continued.


RESIDENTIAL CAPITAL: S&P Junk Ratings Unaffected by GMAC Setback
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential
Capital LLC (CC/Watch Neg/C) are not affected by GMAC's
announcement that it extended the early delivery time with respect
to separate private exchange offers and cash tender offers to
purchase or exchange certain of its and its subsidiaries' and
Residential Capital's outstanding notes to provide investors with
a final opportunity to consider the GMAC and Residential Capital
LLC offers.

The extension was accompanied by GMAC's disclosure that, based on
results of the offers to date, GMAC would not obtain sufficient
regulatory capital to meet requirements set by the Federal Reserve
for GMAC to become a bank holding company.  The Fed required GMAC
to achieve a minimum of $30 billion total regulatory capital in
connection with its application.  To satisfy this stipulation, the
company estimates a required participation level of about 75% on a
pro rata basis.  Furthermore, the Fed informed GMAC that if the
capital requirements are not met, the application to become a bank
holding company would not be approved.

According to GMAC, it intends to withdraw its application to
become a bank holding company if the participation level is not
achieved with this extension.  The company also disclosed that its
inability to convert to a bank holding company and complete the
GMAC and Residential Capital LLC offers by Dec. 31, 2008, would
have a near-term material adverse effect on GMAC's business,
results of operations, and financial position.  If the company
fails to convert to a bank holding company, S&P believes the
potential for a bankruptcy filing by either or both of these
companies would be high.  In the absence of both a bankruptcy
filing and conversion to a bank holding company, S&P would not
likely lower its ratings on GMAC and Residential Capital LLC until
it defaults on its obligations.  S&P would view completion of the
exchange as a default under its criteria and S&P would expect to
downgrade GMAC and Residential Capital to 'SD' (selective
default), with the affected debt ratings lowered to 'D'.  S&P
would subsequently re-rate GMAC and Residential Capital,
considering the new debt and capital structures, future business
prospects, and other factors relevant to the rating.


RFMSI 2006-SA4: S&P Cuts Ratings on Class M-2 & M-3 Certs. to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage pass-through certificates from RFMSI Series
2006-SA4 Trust, a residential mortgage-backed securities
transaction backed by U.S. prime jumbo mortgage loan collateral.
In addition, S&P affirmed its ratings on four classes from the
same transaction.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  During the
November 2008 distribution period, both foreclosure levels and
cumulative realized losses were significantly higher than in
August 2008.  Loans in foreclosure had increased to $8.3 million
in November from $2.9 million in August, and the cumulative
realized losses doubled to $1.89 million from $0.90 million over
the same period.

S&P adjusted its lifetime projected losses figure upward to cover
two times S&P's estimated losses on the loans currently in the
delinquency pipeline.  S&P's new lifetime projected losses for
this U.S. RMBS transaction, as a percentage of the original pool
balance, is 4.83%.

The affirmations reflect actual and projected credit enhancement
percentages that S&P believes are sufficient to support the
current ratings.

Subordination provides credit support for this transaction.  The
underlying collateral for this deal consists of hybrid,
adjustable-rate U.S. prime jumbo mortgage loans secured primarily
by first liens on fee-simple interests in one- to four-family
residential properties with original terms to maturity (from the
first scheduled payment due date) of no more than 30 years.

S&P will continue to monitor the RMBS transactions it rates and
take rating actions, including CreditWatch placements, when
appropriate.

                         Ratings Lowered

                   RFMSI Series 2006-SA4 Trust
                Mortgage pass-through certificates

                                           Rating
                                           ------
             Class      CUSIP         To             From
             -----      -----         --             ----
             I-A-1      74958CAA8     BB             A
             II-A-1     74958CAB6     A              AAA
             III-A-1    74958CAF7     BBB            AA
             III-A-X-1  74958CAE0     BBB            AA
             III-A-2    74958CAG5     BBB            AA
             M-2        74958CAL4     CC             CCC
             M-3        74958CAM2     CC             CCC

                         Ratings Affirmed

                   RFMSI Series 2006-SA4 Trust
               Mortgage pass-through certificates

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-2      74958CAD2     B
                 II-A-2     74958CAC4     B
                 III-A-3    74958CAN0     B
                 M-1        74958CAK6     CCC


SACRAMENTO YACHT: Files for Chapter 11 Protection
-------------------------------------------------
Sacramento Bee reports that Sacramento Yacht Charters has filed
for Chapter 11 protection.

Court documents say that Sacramento Yacht owes creditors more than
$2 million, including:

     -- a $965,000 boat loan,
     -- a $220,000 advance by company President Roy King,
     -- attorneys fees,
     -- public relations fees,
     -- back taxes, and
     -- food bills.

W. Austin Cooper, the attorney for Sacramento Yacht, said that the
company filed for bankruptcy so that it can continue operations
while it tries to restructure its debt.  Sacramento Yacht wants to
continue booking boat cruises in January 2009, the report says,
citing Mr. Cooper.

According to Sacramento Bee, the city of Sacramento planned to
crack down Sacramento Yacht, which is running its riverfront
operations.  Sacramento Bee states that the city granted
Sacramento Yacht in 2006 exclusive rights to provide riverboat,
water taxi, and amphibious trolley service.  The report says that
the city was set to terminate the contract this week, alleging
that Sacramento Yacht:

     -- provided no water taxi service last year and limited runs
        this year,

     -- didn't replace the riverboat Matthew McKinley, and

     -- make necessary city payments.

Sacramento Bee says that for months the city had given in to
requests from Sacramento Yacht not to yank its contract.  Citing
Assistant City Manager Cassandra Jennings, Sacramento Bee relates
that Sacramento Yacht "has repeatedly demonstrated it cannot
operate a high-quality . . . operation in Old Sacramento."

Mr. Jennings, according to Sacramento Bee, said that because of
the bankruptcy filing, repayment for $40,000 that Sacramento Yacht
owes the city has been put on hold, including the estimated
$90,000 in annual revenue expected from the company to support
services in Old Sacramento.

Sacramento Bee quoted Mr. Cooper as saying, "We needed to head
(the council) off, to give the company more time and to preserve
its bookings."   Mr. Cooper said that the city will have to settle
the contract dispute in federal court, and that the company would
try to work out a way to sell the operation, states the report.

Headquartered in Sacramento, California, Sacramento Yacht Charters
offers venues, entertainment and catering services.  These include
awards banquets, product launches, employee recognition, client
appreciation events, welcome receptions, sales meetings, holiday
parties, fundraisers, birthdays, graduations, weddings, and proms.


SAGEMARK COMPANIES: Appoints New CEO and Director, Settles Debt
---------------------------------------------------------------
The Sagemark Companies Ltd. disclosed in a regulatory filing with
the Securities and Exchange Commission that Cathy Bergman was
appointed as the company's chief executive officer and a member of
the company's board of directors.

On Nov. 25, 2008, George W. Mahoney, the sole member of the board
of directors of the company, resigned as a member of the board of
directors, and as the company's president, chief executive
officer, chief financial officer and as the president, chief
executive officer or managing member of all of the company's
subsidiaries.

The company also disclosed that it has entered into settlement
agreements with numerous of its creditors extinguishing a
significant portion of its debt, reducing its aggregate
outstanding indebtedness due to its creditors from approximately
$10.8 million at March 31, 2008, to approximately $2.4 million.
However, as a result of the company's distressed financial
condition it does not have the funds to fully satisfy any of such
remaining indebtedness, nor does it anticipate that it will have
the funds to do so in the foreseeable future.

Additionally, inasmuch as the company is not engaged in any
revenue generating activities after having discontinued the
operations of its outpatient medical diagnostic imaging centers,
it is unable to pay its current operating expenses or service its
substantial outstanding indebtedness or obligations and has very
limited cash resources.  As a result thereof, the company closed
its corporate offices in Boca Raton, Florida on Nov. 25, 2008, and
placed the majority of its books and records in storage.  On that
date, the company also terminated its remaining staff and
employees at such location.

The company intends to continue to conduct limited administrative
activities in connection with its efforts in seeking to resolve
outstanding creditor claims and terminate its remaining premises
leases and other contractual obligations.

                    About Sagemark Companies

Based in New York, The Sagemark Companies Ltd. (OTC BB: SKCO)
does not have significant operations.  For the past six years the
company has been engaged in the development and operation of
out-patient medical diagnostic imaging centers that feature PET
and PET/CT imaging systems which is used in the performance of
medical diagnostic imaging procedures used by physicians in the
diagnosis, staging and treatment of certain cancers, coronary
disease and neurological disorders.

                       Going Concern Doubt

Moore Stephens, P.C., in Cranford, New Jersey, expressed
substantial doubt about The Sagemark Companies Ltd.'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 reported that the company continues to
generate operating losses and has a significant working capital
deficiency as of Dec. 31, 2007.


SAGEMARK COMPANIES: Judgement on LaVilla Case May Cue Bankruptcy
----------------------------------------------------------------
The Sagemark Companies Ltd.'s balance sheet at Sept. 30, 2008,
showed total assets of $363,000 and total liabilities of
$5,857,000, resulting in a shareholders' deficit of $5,494,000.

For three months ended Sept. 30, 2008, the company reported net
loss of $29,000 compared to net loss of $5,252,000 for the same
period in the previous year.

In the nine months ended Sept. 30, 2008, the company incurred net
loss of $2,376,000 compared net loss of $7,747,000 for the same
period in the previous year.

              Working Capital Deficiency and Judgment

As of Sept. 30, 2008, the company has a working capital deficiency
of $5.4 million including net liabilities of $5 million related to
discontinued operations.  The significant components of the net
liabilities of discontinued operations include notes payable,
capital lease obligations, a judgment and accounts payable.

As of Sept. 30, 2008, the debt related to the company's
discontinued operations includes $1.9 million of notes payable and
$725,000 of capitalized lease obligations, substantially all of
which are in default for non payment and because it did not meet
the minimum cash balances or debt to equity ratio covenants
required by some of its creditors.  The company does not have
sufficient capital to cure any the defaults which have had and
continue to have a material adverse affect on the company.  During
the three and nine months ended Sept. 30, 2008, the company paid
$65,000 in full settlement of a $395,000 notes payable obligation
to a senior creditor.  The settlement included $370,000 of
principal and $25,000 of accrued interest and penalties and
resulted in a gain of $330,000, which is reported in the statement
of operations as a gain on disposal of discontinued operations.
Subsequent to Sept. 30, 2008, the company paid $44,000 in full
settlement of $1.7 million of notes payable obligations and
$879,000 of capital lease obligations to two senior creditors.
The settlements included $1.6 million of note payable principal,
$725,000 of capitalized lease obligation principal and $342,000 of
accrued interest and penalties and resulted in a gain of
$2.5 million.

As of Sept. 30, 2008, the accounts payable of its discontinued
operations includes a liability for a $1.5 million judgment
against the company.  On April 9, 2008, the company was served
with a summons and complaint filed against us by LaVilla Partners,
II, LLP in connection with a premises lease of certain premises in
Jacksonville, Florida with respect to a PET/CT diagnostic imaging
facility that we had at one time planned to establish.  The
premises lease was entered into on May 5, 2006, prior to the
construction of the building in which the imaging facility was to
be located.  The facility was never established or occupied by the
company.  Subsequent to its signing of the lease and prior to the
building being completed, the company repeatedly advised LaVilla
that the company did not have the financial resources to establish
or operate the facility or comply with the terms and conditions of
the lease.  Although the company believes it had significant
meritorious defenses and counterclaims with respect to the action,
including but not limited to fraud, the company lacked the
financial resources to defend any action and did not file any
responsive pleadings.  As a result, on July 2, 2008, LaVilla
obtained a default judgment against the company in the amount of
$1,526,393, which is included in the liabilities of discontinued
operations.  On July 9, 2008, LaVilla filed a motion seeking an
award of lawyer's fees and costs, a copy of which was served on
the company on July 14, 2008.  On Oct. 9, 2008, the Court awarded
legal fees to LaVilla's counsel in this matter in the amount of
$4,471.  Both judgments accrue interest at 11% per annum, which
approximates $15,000 per month.  The company does not have the
resources to satisfy these judgments.  Moreover, notwithstanding
the significant secured indebtedness of the company with priority
over the judgment creditors, if the judgment creditors pursue
efforts to collect these judgments, the action may force the
company to seek bankruptcy protection.

                        Potential Bankruptcy

The company continues to seek relief from its secured and
unsecured creditors and relief of its obligations under two
remaining premises leases; however, there can be no assurance that
it will be successful.  If it will be unable to obtain relief on
its remaining secured and unsecured obligations and remaining
lease obligations, the company may be required to seek protection
under available bankruptcy laws.  The financial statements do not
include any adjustments relating to the amounts and classification
of assets and liabilities that might be necessary in the event it
cannot continue in existence and are liquidated.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3612

                    About Sagemark Companies

Based in New York, The Sagemark Companies Ltd. (OTC BB: SKCO)
does not have significant operations.  For the past six years the
company has been engaged in the development and operation of
out-patient medical diagnostic imaging centers that feature PET
and PET/CT imaging systems which is used in the performance of
medical diagnostic imaging procedures used by physicians in the
diagnosis, staging and treatment of certain cancers, coronary
disease and neurological disorders.

                       Going Concern Doubt

Moore Stephens, P.C., in Cranford, New Jersey, expressed
substantial doubt about The Sagemark Companies Ltd.'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 reported that the company continues to
generate operating losses and has a significant working capital
deficiency as of Dec. 31, 2007.


SANDERSON STATE: Tex. Regulators Close Bank & FDIC Named Receiver
-----------------------------------------------------------------
Sanderson State Bank, based in Sanderson, Tex., was closed on
Fri., Nov. 12, 2008, by the Texas Department of Banking, and the
Federal Deposit Insurance Corporation (FDIC) was named receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with The Pecos County State Bank, of Fort
Stockton, Tex., to assume all of Sanderson State Bank's deposits,
including those that exceeded the deposit insurance limit.

Sanderson State Bank's sole office will reopen on Mon., Nov. 15,
2008, as a branch of The Pecos County State Bank.  All depositors
of the failed bank will automatically become depositors of The
Pecos County State Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
existing banking relationship to retain their deposit insurance
coverage.  Customers of the failed bank should continue to use the
same banking location until they receive further information from
The Pecos County State Bank.

As of December 3, 2008, Sanderson State Bank had total assets of
$37 million and total deposits of $27.9 million. The Pecos County
State Bank agreed to assume all of the deposits for a .55 percent
premium. In addition to assuming all of the failed bank's
deposits, The Pecos County State Bank will purchase approximately
$3.8 million of assets, and have the option to purchase owned
premises and equipment.  The FDIC will retain the remaining assets
for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $12.5 million. The Pecos County State Bank's acquisition
of all the deposits was the least costly resolution for the FDIC's
Deposit Insurance Fund compared to alternatives. Sanderson State
Bank is the 25th bank to fail in the nation this year, and the
second in Texas. The last bank to be closed in the state was
Franklin Bank, SSB, Houston, TX, on November 7, 2008.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 8,384 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars;
insured financial institutions fund its operations.


SEACOR HOLDINGS: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed SEACOR Holdings Inc.'s Ba1
Corporate Family Rating and Probability of Default Rating and the
Ba1 (LGD 4, 57%) ratings on the company's 7.2% senior unsecured
notes due 2009 and 5.875% senior unsecured notes due 2012.
Concurrently, Moody's affirmed the Ba1 (LGD4, 57%) rating on the
9.5% senior unsecured notes issued by SEACOR's wholly owned
subsidiary, Seabulk International Inc.  The outlook is stable.

"SEACOR's Ba1 rating reflects the company's substantial market
position in offshore marine services and strong liquidity,"
commented Pete Speer, Moody's Vice-President.  "However, SEACOR's
asset base, returns and absolute leverage are not comparable to
investment grade oilfield services companies."

The company is a leading provider of offshore logistics support in
the U.S. Gulf of Mexico market and also has a presence in other
major offshore oil and gas markets around the world.  The Ba1 CFR
is also supported by the company's policy of maintaining large
cash and investment balances relative to debt to mitigate its
financial risk in light of the high cyclicality of oilfield
services demand.  However, this high liquidity is also kept for
opportunistic acquisitions when management believes asset
valuations are attractive, which often coincides with market
downturns.

SEACOR's largest individual segment, offshore marine services, has
a Ba business profile.  The company's other four operating
business segments have niche market positions.  The ratings are
also restrained by returns and financial performance that remain
low relative to Baa rated oilfield services peers and have trended
down since peaking in 2006.  The company has made $450 million of
share repurchases in recent years, somewhat reducing its cash and
investment balances this year.  Moody's also believes that
management's propensity to make changes to its asset mix and enter
into new or adjacent lines of business are more appropriately
accommodated in the Ba1 rating.

The outlook is stable based on an expectation that SEACOR's
substantial liquidity position will enable it to weather a likely
downturn in demand for offshore support services.  A severe
downturn in market conditions for a prolonged period that reduces
the company's liquidity cushion could result in a negative
outlook.

SEACOR's ratings could be upgraded if the company increases its
operating asset base to enhance its fleet quality, market position
and geographic diversification in its existing lines of business.
Assuming market conditions similar to LTM September 30, 2008,
consolidated EBITDA of $750 million and gross adjusted debt/EBITDA
of 2x on a sustainable basis would be more consistent with an
investment grade oilfield services company.  A major acquisition
without meaningful equity funding that increases leverage and/or
reduces the company's liquidity position could result in a
negative outlook or ratings downgrade.

The last rating action was on September 25, 2006, when the Ba1
Probability of Default rating was assigned to SEACOR and the Loss
Given Default assessments were assigned to SEACOR and Seabulk's
senior unsecured notes and to SEACOR's shelf ratings.

SEACOR Holdings, Inc., headquartered in Fort Lauderdale, Florida,
provides offshore marine and aviation services to oil and gas
companies.  The company also provides marine and inland river
transportation, environmental and other services.


SGS INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service revised the rating outlook for SGS
International Inc. to negative from stable.  Moody's also affirmed
the company's B2 corporate family rating, all instrument ratings,
and its SGL-3 rating.

Moody's took these actions:

  -- Affirmed B2 corporate family rating

  -- Affirmed $35 million first lien revolving credit facility due
     2010, Ba2 (LGD2-21%)

  -- Affirmed $40 million acquisitions loan facility due 2011, Ba2
     (LGD2-21%)

  -- Affirmed $119 million term loan facility due 2011
     ($105 million outstanding), Ba2 (LGD2-21%)

  -- Affirmed $200 million subordinated notes due 2013, B3 (LGD5-
     76%)

  -- Affirmed SGL-3 speculative grade liquidity rating

The revision of the rating outlook to negative reflects the modest
cushion under certain financial covenants in the company's credit
facility, potentially reduced availability under the revolver, and
continued price erosion in the industry against the backdrop of a
weak economic environment.  SGS's financial covenants step down
over the next twelve months.  In Moody's opinion, in order to
build a safe cushion for continued covenant compliance, the
company needs to refrain from debt financed acquisitions and apply
free cash flow to debt reduction since little growth in EBITDA is
expected.

The B2 corporate family rating reflects the company's
acquisitiveness, participation in a highly fragmented, competitive
industry, concentration of sales, and small revenue base.  The
ratings are supported by the company's position as one of the
leaders in its industry in the U.S., longstanding relationships
with large, well-established consumer products companies, largely
variable cost structure, and stable cash flow.

The last rating action for SGS was on September 28, 2006, when the
corporate family rating of B2 was affirmed.

SGS's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 IOI's core industry; IOI's ratings
are believed to be comparable to those of other issuers with
similar credit risk.

Headquartered in Louisville, Kentucky, SGS International, Inc. is
an international provider of design-to-print graphic services and
image carriers to the global consumer products packaging market.
SGS develops, designs and prepares prints and image carriers for
mass production of packaging.  Revenues for the twelve months
ended September 30, 2008, were $324 million.


SGS INV: S&P Junks Ratings on Classes C and D Notes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2, B, C, and D notes issued by SGS Inv. Grade Credit Fund
(Wayfarer CDO 2006-2) Ltd., a hybrid collateralized debt
obligation transaction with a portfolio that primarily references
investment-grade corporate bonds.  At the same time, S&P placed
its ratings on the class A-1, A-2, and B notes on CreditWatch with
negative implications.

S&P downgraded the class A-2, B, C, and D notes because of
deterioration in the credit quality of the underlying reference
obligations.  The weighted average rating of the collateral in the
portfolio has declined to 'BBB-' from 'BBB+' since the transaction
closed in December 2006.  The transaction has also experienced a
credit event, as one of the securities that the transaction
synthetically references has resulted in a loss of $11.6 million.
According to the most recent trustee report, dated Nov. 10, 2008,
the class D par value test had declined to 100.82% from 102.02% at
the time the deal closed, and the current test figure is below the
minimum required level of 101.1%.  The CreditWatch placements
reflect concerns over continuing negative rating migration in the
transaction's portfolio.  Currently, 17% of the ratings on the
reference obligations in the portfolio are on CreditWatch with
negative implications.

S&P will continue to review whether the ratings currently assigned
to the notes remain consistent with the credit enhancement
available to support them.

        Rating Lowered and Placed on Creditwatch Negative

      SGS Inv. Grade Credit Fund (Wayfarer CDO 2006-2) Ltd.

                Rating                     Balance (million)
                ------                     -----------------
    Class   To              From        Current       Original
    -----   --              ----        -------       --------
    A-2     BBB-/Watch Neg  AAA          $60.000      $60.000
    B       B-/Watch Neg    AA           $20.000      $20.000

                         Ratings Lowered

       SGS Inv. Grade Credit Fund (Wayfarer CDO 2006-2) Ltd.

                Rating                     Balance (million)
                ------                     -----------------
    Class   To              From        Current       Original
    -----   --              ----        -------       --------
    C       CCC+            A           $10.000        $10.000
    D       CCC             BBB         $15.000        $15.000

              Rating Placed on Creditwatch Negative

       SGS Inv. Grade Credit Fund (Wayfarer CDO 2006-2) Ltd.

                Rating
                ------
    Class   To              From        Balance (million)
    -----   --              ----        -----------------
    A-1     AAA/Watch Neg  AAA             $870.300

   Transaction Information
   -----------------------
Issuer:            SGS Inv. Grade Credit Fund
                   (Wayfarer CDO 2006-2) Ltd.

Co-issuer:         SGS Inv. Grade Credit Fund
                   (Wayfarer CDO 2006-2) Inc.

Underwriter:       Goldman, Sachs & Co.

Trustee:           Citibank N.A.

Transaction type:  Hybrid cash flow/synthetic CDO


SYSCAN INT'L: Wants Trustee Under Bankruptcy and Insolvency Act
---------------------------------------------------------------
Syscan International Inc. has resolved to make assignment pursuant
to the Bankruptcy and Insolvency Act to a Trustee to handle
matters with its creditors.

The assignment is a result of the company having received notice
of the Hypothec enforcement from the courts, associated with a
secured Bridge Loan the company had obtained from Bluehill ID AG
of Switzerland.  Demand for the Loan had been made as announced on
Nov. 21, 2008.

The Board of the company decided to pursue this course of action
after the expected private placement with Bluehill ID failed to
materialize and after previous attempts to raise capital and
affect a company merger and sale were unsuccessful.

The secured loan was first time entered on Aug. 29, 2008, and
subsequently increased on Oct. 3, 2008, for a total of $200,000.

The Company signed two promissory notes pursuant to which it
unconditionally promised to pay to BlueHill, said amount bearing
interest, at a nominal rate of 18% per annum.

Moreover, on Aug. 29, 2008, the lender and the company entered
into a movable hypothec Agreement which guarantees the payment by
the company under the promissory notes on the universality of all
the property of the company.

In accordance with the terms of the promissory notes, the lender
declared the outstanding principal amounts advanced under the
Promissory Notes, and all accrued and unpaid interest upon,
immediately due and payable by the Company to the Lender.  Without
the means to pay the Lender and with the institution of
proceedings to seize all the company assets the Board decided to
petition the court to appoint a Trustee to manage the affairs of
the company with its creditors in accordance statutory
requirements.

                    About Syscan International

Syscan International Inc. (TSX VENTURE:SYA) --
http://www.syscan.com/-- supplies RFID asset identification and
tracking softwares for agriculture, asset management, security &
ID Management.


TENNECO: Fitch Puts Issuer Default Rating on Negative Watch
-----------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


TRIBUNE CO: Bankruptcy Invokes Default In Credit Facilities
-----------------------------------------------------------
The filing of Tribune Company and its 110 affiliates under
Chapter 11 of the Bankruptcy Code constitutes or may constitute
an event of default or otherwise triggers or may trigger
repayment obligations under the express terms of certain
instruments and agreements relating to the companies' direct
financial obligations, Tribune Co. disclosed with the Securities
and Exchange Commission.

The material Debt Documents, and the approximate principal amount
of debt currently outstanding thereunder, are:

  Loan Type                                  Amount Outstanding
  ---------                                  ------------------
  Tranche B Facility due 2014 and                $8,230,000,000
  Tranche X Facility due 2009

  Revolving Credit Facility                         237,000,000

  Bridge Facility due 2008                        1,600,000,000

  Medium-term notes due 2008,                       850,000,000
  4.875% notes due 2010, and
  5.25% notes due 2015,
  issued under the Indenture,
  dated January 1, 1997, with
  Deutsche Bank Trust Company
  Americas, as trustee

  7.25% debentures due 2013 and                     181,000,000
  7.5% debentures due 2023, issued
  under the Indenture, dated
  January 30, 1995, with Deutsche
  Bank, as trustee

  6.61% debentures due 2027 and                     233,000,000
  7.25% debentures due 2096, issued
  under the Indenture, dated
  March 19, 1996, with Deutsche
  Bank, as trustee

  Exchangeable subordinated                       1,256,000,000
  debentures due 2029, issued under
  the Indenture, dated April 1,
  1999, with Deutsche Bank, as trustee

  Subordinated promissory                           225,000,000
  notes due 2018

  Certain other obligations                                   -
  under Tribune's interest rate
  swap/hedging arrangements

As a result of an event of default or triggering event, all
obligations under the Debt Documents would, by the terms of the
Debt Documents, have or may become due and payable, David P.
Eldersveld, Tribune's vice president, deputy general counsel and
secretary, said.

The Tribune Companies believe that any efforts to enforce the
payment obligations against them under the Debt Documents are
stayed as a result of the Chapter 11 Petitions.

                       About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, is America's largest employee-owned
media company, operating businesses in publishing, interactive and
broadcasting.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore Sun,
Sun-Sentinel (South Florida), Orlando Sentinel, Hartford Courant,
Morning Call and Daily Press.  The company's broadcasting group
operates 23 television stations, WGN America on national cable,
Chicago's WGN-AM and the Chicago Cubs baseball team.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TRIBUNE CO: Bankruptcy Signals Distress for Media Buy-Outs
----------------------------------------------------------
Tribune Company's entry into Chapter 11 is a bad omen for the
almost $90 billion in buyouts of U.S. media companies from 2005
to 2007 that relied heavily on loans and economic assumptions
that proved too optimistic, Gillian Wee reported for Bloomberg
News.

Tribune was acquired in 2007 for about $8.3 billion by Sam Zell
in a buy-out.  That buy-out left the media company saddled with
$12.9 billion of debts.

Ms. Wee pointed out that $500 million of radio broadcaster Clear
Channel Communications, Inc.'s 5.75% notes due 2013 is trading at
about 16.5 cents on the dollar as of December 11, 2008, while
Spanish-language media company Univision Communications, Inc.'s
9.75% notes due 2015, with a $1.5 billion principal amount,
trades at around 12 cents.  Univision was bought for $12.3
billion sometime in 2007.  Clear Channel was acquired in a $17.9
billion leveraged buy-out in 2008.

The prices indicate investors are concerned the companies may
default, Larry Allen, managing director of Nyppex Holdings, LLC,
which trades interests in buy-out funds, told Bloomberg.

"We're going to see more bankruptcies in leveraged deals that
were done at high prices in the past two or three years," Brooks
Zug, senior managing director of HarbourVest Partners LLC,
forecasted.  The acquisitions most at risk are "consumer-oriented
and deals that had covenants on borrowing," Ms. Zug related to
Bloomberg.

Brooke Morganstein Gordon, a spokeswoman for Univision, told
Bloomberg that the company has "more than ample liquidity to
operate the business in the current environment, and has
sufficient cash on hand to meet all obligations and debt
maturities, including repayment of the asset sale bridge due in
March 2009."  Bloomberg said Clear Channel has no comment.

Tribune, in its bankruptcy petition, cited low U.S. advertising
revenues as one of the reasons why its total revenues fell, which
resulted to liquidity issues.

U.S. advertising spending in the third quarter of 2008 dropped 4%
even with election campaigns and will likely fall 6.6% in the
last three months of the year, Bloomberg reported citing a report
published November 14, 2008, by Sanford C. Bernstein & Co.
analyst Michael Nathanson.  The same report said ad spending will
shrink 9.3% in 2009.

"Broadcasting has been in a really tough business this year with
a significant amount of automotive advertising coming out of
local markets," Mike Simonton, an analyst at Fitch Ratings told
Bloomberg.  U.S. automakers, especially the Detroit Big Three --
General Motors Corporation, Ford Motor Company and Chrysler LLC -
- are in the slump themselves and are currently pushing for a $14
billion dollar bail-out by the U.S. Government saying they don't
have enough cash to get their operations going until the end of
the year.

               Dark Outlook for Media Industry

Tribune Company's decision to seek protection under Chapter 11 of
the Bankruptcy Code exposes the U.S. media industry's grim
future.  Other media companies are also facing liquidity issues,
heavy debt loads, and cutting costs.

The Philadelphia Bulletin reported that McClatchy Co., publisher
of 30 newspapers including the Miami Herald and the Sacramento
Bee, in the past several months, has reduced its workforce by 20%
and is seeking to sell the Miami Herald.  Philadelphia Media
Holdings LLC and Journal Register Co., have stopped making
interest payments this year, the report said.

The Wall Street Journal also reported that New York Times said it
is negotiating with lenders over near future debt payments.  A
$400 million credit facility entered by the NY Times is set to
expire in May 2009, and another credit facility of the same
amount will expire in 2010, the Journal related.

Creative Loafing, Inc., owner of six weekly newspapers, filed for
bankruptcy in September 2008.

According to the Journal, newspaper publishers concede that the
financial picture for the industry is bleak for some, if not all,
of 2009, after a 15% decline in advertising sales across the
industry in 2008.

                       About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, is America's largest employee-owned
media company, operating businesses in publishing, interactive and
broadcasting.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore Sun,
Sun-Sentinel (South Florida), Orlando Sentinel, Hartford Courant,
Morning Call and Daily Press.  The company's broadcasting group
operates 23 television stations, WGN America on national cable,
Chicago's WGN-AM and the Chicago Cubs baseball team.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TRIBUNE CO: Gets Interim Approval for $125MM Barclays Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware,
authorized, on an interim basis, Tribune Co. and its affiliates to
amend the Receivables Loan Agreement and other accompanying
agreements, dated July 1, 2007, among Tribune Company, non-debtor
Tribune Receivables, LLC, and Barclays Bank PLC, as lender,
funding agent, and administrative agent.  The amendment, among
other things, extends the term of the Facility until April 10,
2009. The Facility will provide the Debtors $75,000,000 of
postpetition
loans.

The Court also authorized the Debtors, on an interim basis, to
execute and enter into a $50,000,000 letter of credit with
Barclays.

During the December 10, 2008, hearing for interim DIP approval,
the U.S. Trustee raised certain issues with respect to the
proposed form of DIP order, the Debtors' proposed counsel, James
F. Conlan, Esq., at Sidley Austin, in Chicago, Illinois, related
in a certification of counsel.

The Debtors and Barclays, Mr. Conlan related, made certain
modifications to the proposed form of interim order to address
the U.S. Trustee's concerns and address the scheduling of the
final DIP hearing.  Judge Carey approved the modified proposed
interim DIP order.

The Debtors' obligations under the Receivables Facility and the
L/C Agreement constitute claims with priority in payment over all
administrative expenses of the kinds specified pursuant to
Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b),
546, 726, 1113, and 1114 of the Bankruptcy Code, and will at all
times be senior to the rights of the Debtors or any successor
trustee.


Judge Carey will convene a hearing on January 3, 2009, to
consider final approval of the financing request.  Objections are
due December 29, 2008.

A full-text copy of the Interim Financing Order is available for
free at http://bankrupt.com/misc/tribune_interimdipord.pdf


To ensure sufficient liquidity and continuity of operations
during the pendency of their Chapter 11 cases, Tribune Company
and its 110 debtor-affiliates seek the Court's authority to:

(a) amend the $300 million accounts receivable securitization
     facilities, dated July 1, 2008, with Barclays Bank PLC, as
     Funding Agent, Administrative Agent and Issuing Bank, to
     extend the Debtors' access under the facilities until
     April 10, 2009; and

(b) enter into a Letter of Credit Agreement providing for the
     issuance by Barclays and other participating lenders of up
     to $50 million in new Letters of Credit.

                   Terms of Receivables Facility

Under the Receivables Facility Agreement, certain Debtors sell
their accounts receivables to their parent, Tribune Co., which
then sells the accounts to a special purpose vehicle buyer, non-
Debtor Tribune Receivables, LLC, through loans provided by
certain lenders, currently Barclays.  Tribune Receivables grants
Barclays a first-priority perfected security interest in, among
other things, the Receivables purchased by it, all accounts to
which collections on the Receivables are remitted, the related
concentration accounts, and permitted investments held in a
controlled money market fund account at Bank of America, N.A.
About $225 million of the Facility has been used up by Tribune
Receivables prepetition.

Chandler Bigelow III, senior vice president and chief financial
officer of Tribune Co., states that the purpose of the
Receivables Facility is to provide liquidity to Tribune Co. and
certain of its Debtor affiliates by enabling them to realize the
cash equivalent value of certain of their accounts receivables
prior to the usual collection period.

The Receivables Facility Accounts, Mr. Bigelow relates, primarily
receive collections on the Receivables, including credit card
receipts.  The majority of the funds deposited into the
Receivables Facility Accounts are advertising revenue generated
by the Debtors' broadcasting and publishing entities.  The
Receivables Facility Accounts receive approximately 80% of the
incoming cash receipts from the Debtors' operations.

                 Receivables Facility Amendment

The Debtors seek to amend the Receivables Facility and its
accompanying agreements in these respects:

* The Facility Limit under the Receivables Loan Agreement is
   reduced to $225 million until the time as the prepetition
   loan balance has been reduced to zero.

* The Facility Termination Date for the loans under the RLA is
   changed to April 10, 2009.

* The various representations, covenants, defaults and
   amortization triggers in the RLA, the Receivables Purchase
   Agreement and the Servicing Agreement are revised to provide
   that the filing of the Motion does not, in and of itself,
   trigger a termination of the facility or the amortization of
   the loans outstanding hereunder.

* Additional Facility Termination Events relating to the
   bankruptcy proceedings are incorporated into the RLA.

* Additional covenants governing sales, purchases,
   investments, dividend distributions, incurrence of debt and
   other actions of Tribune Co. are incorporated into the RPA.

A free copy of the Receivables Facility Amendments is available
at http://bankrupt.com/misc/receiamendments.pdf

               Letter of Credit Agreement Terms

The L/C Agreement will terminate on the earliest of (i) April 7,
2009, (ii) January 15, 2009, in the event a final financing order
has not been approved by the Court on or prior to that date,
(iii) the effective date of a plan of reorganization, or (iv) any
other date on which the commitments terminate pursuant to the L/C
Agreement.

"Collateral" under the L/C Agreement means the amounts deposited
into a Collateral Account from time to time pursuant to the L/C
Agreement.  The applicable Account Party is obligated to cash
collateralize each outstanding obligation in an amount at least
equal to 105% of the obligation.

The facility will be secured by a first administrative priority
status and a first priority security interest and Lien on the L/C
Cash Collateral by the Court pursuant to Section 364(d) of the
Bankruptcy Code, with priority and superpriority over:

-- all other Liens and claims against the property of Tribune
    Co. or of the Debtor Subsidiaries or the Collateral
    existing as of the Petition Date; and

-- priority claims, including administrative expenses,
    alleging priority pursuant to Sections 503(b), 506(c), or
    507(b).

The security, however, is subject to a Carve-Out for (a) the
payment of allowed professional fees and disbursements incurred
by the professionals retained by the Debtors and any official
committee appointed in the Chapter 11 cases in an aggregate
amount not to exceed $5,000,000; and (b) quarterly fees required
to be paid to the U.S. Trustee and the Court Clerk.

Other salient terms of the L/C Agreement:

Interest Rate:     the Administrative Agent's base rate plus a
                    margin of 5% per annum

L/C Commissions:   3% per annum of the daily average
                    indrawn face amount of the applicable L/C

Fronting Fee:      0.125% per annum of the daily average
                    indrawn face amount of the applicable L/C

Commitment Fee:    0.5% per annum on the daily average amount
                    of the applicable Lender's commitment

Administrative
Fees:              $10,000 per month

Covenants under the L/C Agreement are the usual and customary for
the same types of credit agreements, including the timely
furnishing of annual and quarterly financial reports, Securities
and Exchange Commission reports, notices of default, Chapter 11
filings to the Administrative Agent; and a covenant not to permit
to exist any claims entitled to a superpriority under Section
364(c)(1) other than those of the Postpetition Agent and the
Lenders.

Events of default are customary, including, among others, non-
compliance under the L/C, dismissal or conversion of the Chapter
11 cases, or the contest or disallowance of any Lenders' claim
related to the Receivables or L/C Facilities.

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

Mr. Bigelow tells the Court that the Debtors' need for financing
is immediate.  In the absence of the proposed financing, serious
and irreparable harm to the Debtors and their estates could
occur, which may include third parties declining to conduct
business dealings with the Debtors.  The 120-day extension of the
Receivables Facility provides the Debtors a reasonable period to
evaluate the impact of their Chapter 11 proceedings, determine
their longer term financing needs, and fully explore with
Barclays and others the best alternatives for that financing,
Mr. Bigelow adds.

The Debtors, together with their investment bankers and financial
advisors, sought indications of interest in a DIP facility, but
the financial institutions that were approached were unwilling to
provide the Debtors with additional liquidity on an unsecured
basis, Mr. Bigelow tells the Court.

The Debtors also ask the Court to modify the automatic stay to
permit the deduction of amounts that are payable by the
Originators to Tribune Receivables in respect of violations of
certain representations and warranties and dilution items.

The Debtors further seek the Court's authority to file under seal
certain fee letters entered with Barclays in connection with the
Credit Facilities asserting that a broad publication of the Fee
Letters would be inappropriate and materially harmful to
Barclay's business.

                       About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, is America's largest employee-owned
media company, operating businesses in publishing, interactive and
broadcasting.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore Sun,
Sun-Sentinel (South Florida), Orlando Sentinel, Hartford Courant,
Morning Call and Daily Press.  The company's broadcasting group
operates 23 television stations, WGN America on national cable,
Chicago's WGN-AM and the Chicago Cubs baseball team.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TRIBUNE CO: To Pay Pre-Bankruptcy Dues to Customers
---------------------------------------------------
Tribune Co. and its affiliated debtors won permission from the
U.s. Bankruptcy Court for the District of Delaware to honor and
pay prepetition amounts owed to customers under various customer
programs.

Judge Kevin Carey directed the Debtors to provide to the statutory
committee of the unsecured creditors and the Office of the United
States Trustee, reasonable and timely access to information
sufficient to enable parties to monitor payments made,
obligations satisfied and other actions taken.

Prior to the Petition Date and in the ordinary course of their
business operations, the Debtors engaged in certain practices to
develop and sustain a positive reputation for their publications,
syndicated content offerings, broadcast stations, cable networks
and interactive Web sites with subscribers and advertisers and in
the marketplace generally.  The Customer Programs include
rebates, prepayments, refunds, adjustments, customer service
programs and delivery programs.  The goals of the Customer
Programs are to meet competitive pressures, ensure customer and
advertiser satisfaction and generate goodwill for the Debtors,
thereby retaining current customers and advertisers, attracting
new ones and ultimately enhancing revenue and profitability.

The Debtors' Prepetition Customer Programs are:

(1) Advertising Programs

The vast majority of the Debtors' revenue comes from advertising,
with the remainder coming mostly from subscriptions.  Advertising
revenue accounts approximately 73% of the Debtors' total
publishing revenue, and approximately 95% of the Debtors' total
broadcasting revenue.  The Debtors' Advertising Programs include
(i) advertising rebates and related discounts or price
adjustments; (ii) broadcasting audience delivery guarantees;
(iii) online audience guarantees; and (iv) correcting improperly
run ads.

(2) Delivery Service Program

The Debtors provide delivery services for certain non-affiliated
newspaper companies in defined geographical areas.  As
compensation for delivery services, the Debtors are generally
paid a set price per copy delivered.  However, in most instances,
the Debtors deduct the fees they are owed in connection with the
Delivery Service Program from the proceeds collected from the
retailers.  To the extent the proceeds exceed the amounts due to
the Debtors under the Program, the Debtors remit the excess to
the appropriate Newspaper Company.

(3) Direct Mail Program

The Debtors also provide direct marketing services to customers
seeking to distribute advertisements and similar materials
directly to the homes and offices of a geographically defined
market base.  The services typically involve mailing a customers'
print media directly to a specified mailing list on or before a
certain date.

(4) Billing Adjustments

From time to time in the Debtors' publishing and broadcast and
entertainment businesses, subscribers and advertisers are
invoiced in error for amounts that they did not incur.  The
errors include improper invoicing, duplicated payment, mis-
pricing, and mis-run advertisements.  Where a customer pays for
the amounts invoiced in error, the Debtors correct the invoicing
errors through billing adjustments.

(5) Customer Service Program

To best serve their customers, the Debtors have engaged the
services of third-party customer service representatives to
address inquiries and issues related to their advertising
services and publications, including newspaper, subscription
issues, delivery issues, billing questions, advertising customer
accounting, online technical issues, and debt collection
services.

(6) Prepayments

There are instances when the Debtors receive payments from their
customers in advance of providing goods and services.  Nearly all
subscribers prepay for newspaper subscription in advance.  The
Debtors also receive payments from certain advertisers in advance
of providing broadcasting or publication advertising slots for
the advertisers.  As of the Petition Date, the Debtors believe
they are holding approximately $62,700,000 on account of
prepayments, of which $500,000 is outstanding in connection with
refunds.

The Debtors estimate that they owe $19,025,000 in their Customer
Programs as of the Petition Date:

    Program                               Amount Owed
    -------                               -----------
    Advertising Program
      Rebate Program                       $5,000,000
      Make-Good Program                     4,600,000
      Error Credit Program                  1,500,000
    Direct Mail Program                     2,600,000
    Billing Adjustments                     4,500,000
    Customer Service Program                  825,000

The Debtors believe that the viability and revitalization of
their business is dependent on the development and maintenance of
customer loyalty, especially through their subscribers and
advertisers.  The Debtors note that without their ability to
honor prepetition customer obligations, the stability of their
business will be significantly undermined and otherwise loyal
subscribers and advertisers may explore alternative sources for
their products and services.  Because the Debtors' industries are
highly competitive, some of their subscribers may cease to
purchase their publications and turn to other sources if they
fail to timely perform their obligations under the Customer
Programs.

                       About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
fka Times Mirror Corporation, is America's largest employee-owned
media company, operating businesses in publishing, interactive and
broadcasting.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore Sun,
Sun-Sentinel (South Florida), Orlando Sentinel, Hartford Courant,
Morning Call and Daily Press.  The company's broadcasting group
operates 23 television stations, WGN America on national cable,
Chicago's WGN-AM and the Chicago Cubs baseball team.

The company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. D. Delaware Case No. 08-13141).  Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, PA, and Sidley Austion
LLP represent the company in its restructuring effort.  The
company's financial advisors are Lazard Ltd. and Alvarez & Marsal
North Americal LLC.  Its claims agent is Epiq Bankruptcy Solutions
LLC.  As of Dec. 8, 2008, the company listed assets of
$7,604,195,000 and debts of $12,972,541,148.

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


TROPICANA INN: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
Tropicana Inn Investors, LLC, filed with the U.S. Bankruptcy Court
for the District of Nevada on Dec. 10, 2008, a Plan of
Reorganization under Chapter 11 of the Bankruptcy Code and
Disclosure Statement containing a summary of the Plan and related
matters.

                    Description of the Assets

Situated on Tropicana Avenue almost directly next to the MGM Grand
Hotel in Las Vegas, Nevada, Onyx, the Debtor's 63-unit luxury
condominium project, was not completed on time due to a number of
issues and breaches of contract.  The Debtor later decided that
the property would be best utilized as a mixed use resort to
include condominium fractional interest and boutique hotel.  The
Debtor received its certificate of occupancy on March 6, 2008.
The final phase of finishing construction is estimated to be
completed in early 2009.

                          Plan Overview

Pursuant to the Plan, the Debtor will offer individuals an
opportunity to own up to a 1/12th fractional ownership in the
Onyx.  The Debtor will increase its amenity offerings by
reconfiguring one of the 63 units as a boutique dining venue on
site.  The remaining units will be offered in a blend of the hotel
condominium units and as fractional resort interests.

The Plan divides the claims into 9 separate classes.  The
distributions to holders shall be in full satisfaction of their
respective claims.  All classes are impaired under the Plan and
are entitled to vote to accept or reject the Plasn.

Allowed Administrative Claim and Allowed Claims under Sec. 507(a),
including allowances of of professional fees and costs and fees
relating to the assumption and rejection of leases, shall be paid
in full, in Cash.

Class 1 consists of the Allowed Secured Claims of Clark County
Property Tax.  The Debtor will make equal quarterly payments over
a 4-1/2 year period to commence 6 months after the Confirmation
Date of the Plan.

Class 2 consist of all Allowed Claims of Marshall Bank, the
Debtor's primary lender.  The Debtor will commence making monthly
interest payments within 6 months from the Confirmation Date of
the Plan.  After one year, the Debtor will commence making
interest and principal payments on the balance as if the payments
were amortized over a 30 year period.  At the end of 10 years, the
Debtor will pay Marshall Bank in full through refinancing the
project or through sales of the project.  The interest rate on the
note will be the non-default, contract rate under the original
contract.

Class 3 consists of all Allowed Claims of Summit Builders, the
Debtor's general contractor for the Project.  The Debtor will
commence making interest payments at prime rate paid quarterly
within 6 months from the Confirmation Date of the Plan.
The Debtor will then make quarterly payments after one year, which
will include interest at prime rate plus payments on the
outstanding principal to be paid in full 60 months after the
Confirmation Date.

Class 4 consists of all Allowed Claims of RMCI.  The Debtor will
commence making interest payments at prime rate paid quarterly
within 6 months from the Confirmation Dte of the Plan.  The Debtor
will then make quarterly payments after one year, which will
include interest at prime rate plus payments on the outstanding
principal to be paid in full 60 months after the Confirmation
Date.

Class 5 consists of all Allowed Claim of American Asphalt and
Grading Co.  The Debtor will commence making interest payments at
prime rate paid quarterly within six (6) months from the
Confirmation Date of the Plan.  The Debtor will then make
quarterly payments after one year, which will include interest at
prime rate plus payments on the principal to be paid in full 60
months after the Confirmation Date.

Class 6 consists of all Allowed Claims of Precision Concrete.  The
Debtor will commence making interest payments at prime rate paid
quarterly within 6 months from the Confirmation Date.  The Debtor
will then make quarterly payments after one year, which will
include interest at prime rate plus payments on the principal to
be paid in full 60 months after the Confirmation Date.

Class 7 consist of all Allowed Unsecured Claims less than $2,500
including Allowed Unsecured Claims for goods and services provided
to the Debtor before the Petition Date, Allowed Unsecured Claims
for breach of contract or rejection of executory contracts and
unexpired leases, Allowed Unsecured Claims for damages, and
Allowed Unsecured Claims in respect of the deficiency Claims of
the creditors except as classified above.  The Class 7 Allowed
Unsecured Claimants will be paid in full 6 months from the
Confirmation Date.

Class 8 consists of all Allowed Unsecured Claims including Allowed
Unsecured Claims for goods and services provided to the Debtor
before the Petition Date, Allowed Unsecured Claims for breach of
contract or rejection of executory contracts and unexpired leases,
Allowed Unsecured Claims for damages, and Allowed Unsecured Claims
in respect of the deficiency Claims of the creditors except as
classified above.  The Debtor will commence making quarterly
payments within 6 months after the Confirmation Date.  The payment
will be in equal payments paid quarterly for 60 months until the
Allowed Claim is paid in full.

Class 9 consist of the Member Interests in the Debtors.  The
Holders of the Membership Interests shall retain their interest
and their rights shall reinvest upon an order approving the Plan
of Reorganization.

The Debtors believe that the Plan provides the greatest possible
recovery to all creditors and interest holders, and that the value
of the property to be received under the Plan by each holder of an
Allowed Claim is equal to or in excess of any value such holder
would receive under Chapter 7 of the Bankruptcy Code.

A full-text copy of Tropicana Inn Investors, LLC's Chapter 11 Plan
of Reorganization is available for free at:

               http://researcharchives.com/t/s?362c

A full-text copy of Tropicana Inn Investors, LLC's Disclosure
Statement explaining its Chapter 11 Plan of Reorganization is
available for free at:

               http://researcharchives.com/t/s?362d

                About Tropicana Inn Investors

Las Vegas, Nevada-based Tropicana Inn Investors, LLC is the
developer of Onyx, a 63-unit luxury condominium project in Las
Vegas, Nevada.  The $28 million mid-rise project was announced in
2005 as an affordable alternative to the high rises that were
being constructed near the Strip.  Units at Onyx ranged from 740
square feet to 2,300 square feet and were priced from $400,000 to
more than $900,000.

On Aug. 4, 2008, seven (7) creditors filed an involuntary petition
for Chapter 11 relief against the Debtor (Bankr. D. Nev. Case No.
08-18719).  David E. Doxey, Esq., and David J. Winterton, Esq., at
David J. Winterton & Assoc., Ltd.  represent the Debtor as
counsel.


TRW AUTOMOTIVE: Fitch Puts Issuer Default Rating on WatchNeg.
-------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


TRW AUTOMOTIVE HOLDINGS: Fitch Puts IDR on Negative Watch
---------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


TUBE CITY: Moody's Places 'B1' CFR Under Review for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed Tube City IMS Corporation's
ratings (corporate family rating B1) under review for possible
downgrade and downgraded its speculative grade liquidity rating to
SGL-3 from SGL-2.

The review was prompted by the substantive deterioration in steel
markets and the potential impact on the company's performance and
financial profile given its dependence on steel production
volumes.  Domestic capacity utilization for the steel industry has
fallen to the 50% range from nearly 90% a few months ago as
producers continue to reduce volumes through production
curtailments and suspended operations.  TCIMS's ratings reflect
its sole dependence on sales to customers in the cyclical steel
industry, predominantly in the U.S.  While the company provides an
array of services, much of its business is predicated on earning
fees based on production volumes.  Further, customer concentration
is high, and the loss of any large customer or contracts could
have a major impact on TCIMS's ratings.

The review will focus on industry conditions and the strategy
TCIMS will implement to deal with a period of weakness in the
steel industry.  The review will also incorporate an assessment of
the company's ability to maintain adequate liquidity to support
operations, and its ability to maintain credit metrics reflective
of a B1 corporate family rating.  The ratings could be downgraded
if Moody's expects that EBITDA will be unable to cover interest,
working capital, and maintenance capital spending for a sustained
period, if leverage were expected to rise materially, if available
liquidity were to deteriorate substantially, or in the event of
loss of significant customers or contracts.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 reflects an expected deterioration in TCIMS's liquidity
profile.  Declining steel production is expected to result in
significantly reduced availability under the company's asset-based
revolving credit facility.  While Moody's expects that TCIMS
should continue generating positive cash flow from operations, it
may be insufficient to cover up-front capital expenditures
necessary for new contract awards.  The SGL-3 is supported by the
recently announced $50 million capital commitment ($10 million of
which Moody's understands has already been invested into TCIMS)
from the company's private equity sponsor, Onex Partners II L.P.,
which should boost total available liquidity.  However, Moody's
notes that the account established for the commitment resides at a
legal entity outside of TCIMS's legal organizational structure and
Moody's understand that the commitment letter expires at the end
of February 2009.  Beyond February 2009, the length of time during
which the company may request access to the proceeds remains
uncertain.

These ratings were impacted by this action:

  - Corporate Family Rating of B1 Placed Under Review for Possible
    Downgrade

  - Probability of Default Rating of B1 Placed Under Review for
    Possible Downgrade

  - Senior Subordinate Note Rating of B3 (LGD 5; 82%) Placed Under
    Review for Possible Downgrade

  - Senior Secured Letter of Credit Facility Rating of Ba3 (LGD 3;
    35%) Placed Under Review for Possible Downgrade

  - Senior Secured Term Loan Rating of Ba3 (LGD 3; 35%) Placed
    Under Review for Possible Downgrade

  - SGL Rating lowered to SGL-3 from SGL-2

The prior rating action for Tube City IMS was on December 12,
2006, when Moody's assigned a B1 corporate family rating.

Tube City IMS Corporation'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 Tube City IMS's core industry and Tube City IMS's
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Tube City IMS Corporation, headquartered in Glassport,
Pennsylvania, is a leading provider of on-site steel mill services
such as material handling, scrap management, metal recovery and
slag processing.  Its sales for the 12 months ended September 30,
2008, were approximately $3 billion, and revenue net of the cost
of scrap shipments was approximately $475 million.


TWEETER OPCO: Court Appoints George L. Miller as Ch. 7 Trustee
--------------------------------------------------------------
George L. Miller from the accounting firm Miller Coffey Tate has
been appointed to serve as interim trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware has converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.

The Court directs the Opco Debtors to:

  (a) surrender to the Chapter 7 trustee all records and
      property of their estates pursuant to Rule 1019(4) of the
      Federal Rules of Bankruptcy Procedure;

  (b) file a schedule of unpaid debts incurred after the
      Petition Date, including the name and address of each
      Creditor, by December 20, 2008;

  (c) file Statements of Financial Affairs and Schedules of
      Assets and Liabilities by December 20, 2008;

  (d) file and transmit to the Office of the United States
      Trustee a final report and account as required by
      Bankruptcy Rule 1019(5)(A) by January 4, 2009; and

  (e) have their representative appear at the first meeting of
      creditors pursuant to Sections 341(a) and 343 of the
      Bankruptcy Code; and have that representative available to
      testify at that meeting.

Judge Walrath orders all professionals employed by the Opco
Debtors and the Official Committee of Unsecured Creditors in the
Opco Debtors' Chapter 11 cases to, no later than January 19,
2008, file final fee applications for approval of all fees and
expenses incurred.

The terms of the Court's Utility Order will continue to apply to
all providers of utility services, Judge Walrath clarifies.

The Debtors are also directed to pay all accrued but unpaid
postpetition obligations identified on the budget related to the
Interim DIP Order incurred and accrued from the Petition Date
through December 1, 2008.  In the event the Debtors cannot
complete the payment of those obligations, the Chapter 7 trustee
appointed in the Opco Debtors' cases is authorized to use Cash
Collateral to make all remaining payments as soon as possible.

The Opco Debtors have represented to the Court, as certified by
their counsel, that they have paid (i) accrued but unpaid
postpetition December 2008 lease obligations for all lease
locations that were not previously rejected, (ii) all accrued but
unpaid obligations to employees for postpetition wages,
commissions and payroll related taxes, (iii) $1,324,622,
representing approximately 75% of the total owed for payment of
fees and expenses incurred by their liquidation consultant, a
joint venture comprised of SB Capital Group, LLC, Tiger Capital
Group, LLC and Hudson Capital Partners, LLC, and (iv) a portion
of the sales and use taxes.

In accordance with the terms of the DIP Credit Agreement, after
payment of all amounts required to be paid, Wells Fargo Retail
Finance LLC, as administrative agent of the Opco Debtors' DIP
Credit Agreement, is directed to create a reserve for contingent
indemnification claims consisting of all remaining Cash
Collateral and all Cash Collateral thereafter collected.  The
rights of all parties regarding that reserve are fully reserved.

Wells Fargo is also directed to fund the professional carve out
provided in the DIP Credit Agreement and the Interim DIP order
of:

  (i) $575,000 for fees and expenses incurred by the Opco
      Debtors' bankruptcy professionals; and

(ii) $225,000 for the fees and expenses of the Creditors
      Committee's attorneys and financial advisors and expenses
      of the Committee members.

The Carve-Out will be held in a Richards, Layton & Finger, P.A.
escrow account.  The Prepetition First Lien Secured Parties' and
the Second Lien Holders' interests in the Carve Out will be
subordinate to the interests of the case professionals and
Committee members in the Opco Debtors' Chapter 11 cases.

Moreover, Judge Walrath directs Wells Fargo to release from the
Opco Debtors' deposit account, $1,324,622 for payment of fees and
expenses incurred by the Opco Debtors' liquidation consultants.
The payment is subject to the Chapter 7 Trustee's right to seek
disgorgement of the amounts paid to the Liquidation Consultants
in excess of amounts due pursuant to the consulting agreement.

       Court Requires Creditor/Noticing Info From Epiq

In light of the conversion of the Opco Debtors' cases into
Chapter 7 liquidation proceedings, the Court directs the Opco
Debtors' counsel, Richards, Layton & Finger, P.A., in
coordination with Epiq Bankruptcy Solutions LLC, as the Opco
Debtors' claims agent, to provide it no later than December 15,
2008, with:

  (i) an updated list of creditors in .txt format as specified
      in the Bankruptcy Clerk's Instructions and Guidelines;

(ii) an updated Bankruptcy Rule 2002 notice list in .txt
      format;

(iii) an updated claims register in paper and .pdf format; and

(iv) a list of all original claims.

Upon compliance of these provisions, Epiq will be released from
any responsibilities it may have in the Opco Debtors' cases.

                         About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assisted the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts
of $50 million to $100 million. Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware converted the Opco
Debtors' Chapter 11 cases to Chapter 7 liquidation proceedings
effective as of December 5, 2008.

(Tweeter Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Closes Stores; Trustee Seeks Clearance Sales
----------------------------------------------------------
Tweeter Opco stores abruptly closed their doors in early December
2008, displacing more than 600 employees at 70 store locations
across the U.S., The Boston Globe reported.  The closure was
executed just around the time Tweeter Opco sought a conversion of
its bankruptcy cases into proceedings under Chapter 7 of the
Bankruptcy Code.

According to The Boston Globe, the displaced Tweeter employees
are owed at least one week's pay, vacation time, and hundreds of
dollars in bonuses promised as part of the store winding down
sales.  Certain fire employees are planning to file complaints
with the Massachusetts attorney general's office, Reuters noted
in a separate report.

Subsequently, Judge Walrath authorized Tweeter Opco to liquidate
its assets under Chapter 7 effective as of December 5, 2008.

In other news, the newly appointed interim Chapter 7 trustee for
Tweeter Opco's cases are in talks for a re-opening of the Tweeter
stores for one last clearance sale before the year ends,
TWICE.com relates.  "I'm just trying to open the stores for
another week to ten days and close up around Christmas,"
TWICE.com quoted the Interim Chapter 7 Trustee George Miller as
saying.  "There's no deal yet, but hopefully there will be."

The Company's liquidation consultants had previously estimated
remaining assets in the stores to aggregate roughly $14 million.

Mr. Miller also told TWICE.com that he is trying to negotiate and
address the matter on unpaid store employee compensation.

                         About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assisted the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts
of $50 million to $100 million. Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware converted the Opco
Debtors' Chapter 11 cases to Chapter 7 liquidation proceedings
effective as of December 5, 2008.

(Tweeter Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Ch. 7 Trustee Seeks to Retain Dilworth as Counsel
---------------------------------------------------------------
George Miller, as interim trustee of the Chapter 7 proceedings of
Tweeter Opco, LLC, and its affiliates, seeks the U.S. Bankruptcy
Court for the District of Delaware's authority to retain Dilworth
Paxson LLP as his counsel pursuant to Sections 327 and 328 of the
Bankruptcy Code, nunc pro tunc to December 4, 2008.

As counsel to the Chapter 7 Interim Trustee, Dilworth will:

(a) provide legal advice with respect to Mr. Miller's powers
     and duties;

(b) prepare necessary applications, pleadings, briefs,
     memoranda and other documents and reports;

(c) represent Mr. Miller at all hearings and adversary
     proceedings;

(d) represent Mr. Miller in his dealings with the estates'
     creditors; and

(e) perform all other legal services.

According to Mr. Miller, Dilworth has not received any payments
from the Opco Debtors' bankruptcy estates in the 90 days prior to
the Petition Date.

Mr. Miller propose that Dilworth's services be paid based on the
firm's hourly rates:

              Partners         $355-$675
              Associates       $200-$290
              Paralegals       $120-$130

Moreover, Mr. Miller propose that Dilworth be reimbursed actual
and necessary expenses it incurred or incurs, including
telephone, photocopying, travel, business meals, computerized
research, messengers, couriers, postage, and witness fees.

Peter C. Hughes, a partner of Dilworth Paxson LLP, assures the
Court that his firm does not have interest adverse to the estate
in the matters in which it is to be engaged.

                         About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assisted the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts
of $50 million to $100 million. Judge Mary Walrath of the U.S.
Bankruptcy Court for the District of Delaware converted the Opco
Debtors' Chapter 11 cases to Chapter 7 liquidation proceedings
effective as of December 5, 2008.

(Tweeter Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


UNIFUND ASSURANCE: A.M. Best Upgrades FSR to "B" from "C+"
----------------------------------------------------------
A.M. Best Co. affirmed on December 4, 2008, the financial strength
ratings (FSR) of A- (Excellent) and issuer credit ratings (ICR) of
"a-" of Royal & Sun Alliance Insurance Company of Canada (RSA
Canada) and Quebec Assurance Company (Quebec Assurance) (Quebec,
Canada).  A.M. Best also has upgraded the FSR to A- (Excellent)
from B++ (Good) and ICR to "a-" from "bbb" of Western Assurance
Company (Western Assurance) (Toronto, Canada).  Together these
members are known as RSA Group of Canada. In addition, A.M. Best
has affirmed the FSR of B+ (Good) and ICR "bbb-" of Ascentus
Insurance Ltd. (Ascentus) (Toronto, Canada).  Additionally, A.M
Best has upgraded the FSR to B (Fair) from C+ (Marginal) and ICR
to "bb" from "b-" of Unifund Assurance Company (Unifund) (St.
John's, Canada). Canadian Northern Shield Insurance Company (CNS)
(Vancouver, Canada) formerly had a Best's public data (pd) rating
when under a prior owner; however, now it has an interactive FSR
of B (Fair) and ICR of "bb+". The outlook for all ratings is
stable.

The rating actions of RSA Canada, Quebec Assurance and Western
Assurance reflect A.M. Best's viewpoint that the group maintains
strong risk-adjusted capitalization, solid investment income and
sound reserve development. The group has produced solid
underwriting results, which have consistently increased equity
over the last five years. Collectively, the group provides
commercial property and casualty coverage as well as personal and
specialty coverages throughout Canada.

The companies' maintain a presence in all of the Canadian
provinces and distribute their product range through multiple
distribution channels, including a large independent broker
network.

The ratings of Ascentus are based on its solid level of
capitalization, which supports its underwriting and investment
risk. The level of premium volume has sharply declined in recent
years, since all private passenger auto and personal property
business was renewed into RSA Canada.

The upgrades of Unifund's FSR and ICR are based on its improved
risk-adjusted capitalization, consistent operating performance and
favorable reserve development. Historically, Unifund has been a
growth vehicle for the overall Canadian organization. In prior
years, rapid premium expansion outpaced equity growth, which
resulted in elevated underwriting leverage measures and a sharp
decline in overall risk-adjusted capitalization. More recently,
premium levels have stabilized, equity has increased and overall
risk-adjusted capitalization has improved. The company primarily
is a writer of personal lines insurance for associations and
groups throughout Ontario, Alberta, Newfoundland and Labrador and
Nova Scotia.

The ratings of CNS reflect its elevated underwriting leverage,
high underwriting expenses and adequate operating performance. The
acquisition of CNS affords RSA Canada improved geographic
diversity, increased distribution and growth opportunities within
British Columbia where a majority of its premiums are written. CNS
is licensed to offer several different products, which include
personal property, commercial property, liability and auto.

Going forward, A.M. Best remains concerned about softening market
conditions, fierce competition and the long-term benefits of
regulated product reforms to auto insurance in the core operating
territories of Ontario and Alberta. As a result, all RSA Canada
companies will be challenged to maintain current levels of
profitability.

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


UNIVERSAL AMERICAN: A.M. Best Affirms "bb" Issuer Default Rating
----------------------------------------------------------------
A.M. Best Co. affirmed on December 3, 2008, most of the financial
strength ratings and issuer credit ratings (ICR) of Universal
American Corp.'s (Universal American) (Rye Brook, NY) [NYSE: UAM]
primary insurance subsidiaries. A.M. Best also affirmed the ICR of
"bb" and all debt ratings on the shelf registration of Universal
American. The outlook for these ratings is negative.

The rating affirmations reflect Universal American's improved
statutory operating results and growing regional presence in the
senior health insurance market. During 2007, Universal American
acquired MemberHealth, Inc., a privately-held pharmacy benefits
manager and sponsor of CCRx, a national Medicare Part D Plan.

Over the past few years, Universal American has significantly
grown its Medicare Advantage private fee for service (PFFS) and
prescription part D (PDP) business. With the change in federal
Medicare regulations earlier in 2008, which will take effect in a
couple of years, Universal American has a fairly limited time to
build its Medicare Advantage Preferred Provider Organization (PPO)
networks. A.M. Best believes this will be a challenge for
Universal American to accomplish in targeted markets.
Additionally, the organization's future earnings will be
negatively impacted by future cuts to Medicare Advantage
reimbursement rates. With the current economic conditions, A.M.
Best also does not take a positive view of the company's continued
activity in its stock buyback program. Many insurance companies
have suspended their repurchase programs in order to conserve
their cash positions.

On December 1, 2008, Universal American announced it is reinsuring
its life insurance and annuity segment to Commonwealth Annuity and
Life Insurance Company, a subsidiary of Goldman Sachs, for an
after tax statutory profit of $55-60 million. This business is
currently spread out among Universal American's subsidiaries. A.M.
Best anticipates that proceeds from the divestiture will be used
to strengthen the capital position of several operating
subsidiaries that have been rapidly growing. While the life and
annuity segment was not core to the organization, it did represent
some diversification for Universal American, which is very reliant
on heavily regulated Medicare products.

The negative outlook for most of the subsidiaries' ratings
reflects the significant recent and projected growth at the
subsidiaries and their ability to maintain adequate capitalization
for their current ratings. With the recently announced reinsurance
agreement, A.M. Best believes Universal American will have
adequate overall statutory capital for its ratings. However, an
unexpected deviation from the company's projections could change
A.M. Best's view. The outlook for the ratings of the remaining
subsidiaries is stable.

Concurrently, A.M. Best has assigned an FSR of B (Good) and an ICR
of "bb+" to GlobalHealth, Inc. (GlobalHealth) (Oklahoma). The
outlook for both ratings is stable. The company is a Medicare
Advantage HMO that has generated rapid recent membership growth.

Additionally, A.M. Best has downgraded the FSR to B+ (Good) from
B++ (Good) and ICR to "bbb-" from "bbb" of Constitution Life
Insurance Company (Constitution Life) (Texas), and revised the
outlook to stable from negative. Constitution Life's health
insurance premiums have trended downward in recent years, which is
not representative of a core operating subsidiary. .

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


VISTEON CORP: Fitch Puts Issuer Default Rating on WatchNeg.
-----------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


YORK INT'L: Fitch Puts Issuer Default Rating on WatchNeg.
---------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings of the U.S.
auto suppliers listed below on Rating Watch Negative, based on the
impact of a potential bankruptcy filing by General Motors (and
Fitch's view that this would be followed by a bankruptcy at Ford).
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 auto suppliers placed or remain on Rating Watch Negative and
the ratings most likely to result in the event of a GM bankruptcy
are:

    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:

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.

  -- 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'.


* A.M. Best Comments on U.S. Treasury's Capital Purchase Program
----------------------------------------------------------------
Several publicly-traded insurers have recently announced plans to
apply for funds through the U.S. Treasury's Capital Purchase
Program, prompting A.M. Best Co. to comment on the treatment of
the securities to be issued. New issues under the program are to
be comprised of senior preferred shares and warrants to purchase
common shares.

Insurers are expected to be subject to similar terms and issue
limits previously announced for banks of between 1-3% of risk-
based assets, up to a maximum of $25 billion. The senior preferred
shares are expected to pay a cumulative dividend rate of 5%
annually, with a reset to 9% annually after year five. Dividend
interest is not tax deductible by the issuer. Additionally, the
shares are callable at par after three years, or may be redeemed
early through the issuance of common stock or perpetual preferred
stock. However, after year three, there are no restrictions on the
type of security that could be issued. Given these features, A.M.
Best views these securities as intermediate-term in nature and not
permanent securities, particularly given the increase in the
dividend rate and certain operating restrictions to be imposed by
the government. Moreover, A.M. Best believes that the medium-term
nature of these securities exposes insurers to refinancing or
repayment risk.

A.M. Best will assign ratings to these securities using standard
rating methodologies as these securities will be marketable based
on the Treasury's right to transfer them to third parties.
Additionally, A.M. Best will review each security on its own
merit, including a review of the intended use of the proceeds and
the terms of the issuance, which are likely to be substantially
similar for all issuers. The senior preferreds are considered a
hybrid security due to their equity-like characteristics. These
securities may be eligible for equity credit of up to 50% in the
organization's financial leverage calculation; with equity credit
for hybrids subject to a cap of 20% of total capital. A.M. Best
expects actual equity credit to fall closer to 25% in most cases
due to the call feature and significant step-up in dividend rate
after year five. The actual equity credit will be determined by
the impact of the securities on the holding company and insurer
financial statements, and will be reviewed on a case by case
basis.

The treatment is subject to change as the structure of the program
appears fluid. A.M. Best notes that accessing the CPP adds
regulatory oversight to insurers, by meeting the bank/thrift
ownership requirement. Overall, A.M. Best believes that having
access to government funds is prudent given the current turmoil in
the capital markets. However, the features of the securities
partially mitigate the positive impact on ratings. If A.M. Best
believes that accessing CPP funds will satisfy an insurer's short-
term liquidity needs and operating fundamentals are sound, A.M.
Best would view favorably the use of proceeds to bolster the
capital position of the insurance companies through direct capital
contributions or the use of surplus notes. If A.M. Best believes
the funds would be used as a stopgap measure to support a stressed
capital position, the impact would be less favorable.
Additionally, A.M. Best would evaluate the impact on the
organization's risk profile of other potential uses of proceeds
such as acquisitions or investments in high-risk asset classes.

A.M. Best expects life insurers to be the major insurance
participants in the CPP. Currently, A.M. Best maintains a negative
rating outlook for the U.S. life/health insurance industry. While
fundamentals for the vast majority of companies remain sound,
uncertainty regarding the economy, real estate values, interest
rates, equity markets -- both domestically and globally -- and
liquidity will impact life/health insurers' balance sheet strength
and operating performance in the near term. While A.M. Best does
not typically react to short-term volatility, large reductions in
capital or earnings will be viewed negatively, given the magnitude
of capital market uncertainty and rising risks. Finally, A.M. Best
will continue to evaluate each company's performance on an
individual basis and react accordingly.

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


* A.M. Best: Pressure Mounting on Canadian Life Insurance Market
----------------------------------------------------------------
A.M. Best Co. says Canadian life insurers are experiencing
mounting pressures as the global financial crisis hampers their
ability to maintain a conservative capital base as well as sustain
the favorable revenue and earnings streams recorded in recent
years.

While the onset of the global financial crisis did not have an
immediate effect on the Canadian economy, more recently, Canada
has been impacted by the global economic downturn. This is
evidenced by the sharp erosion in the value of the Canadian
dollar, significant declines in the Toronto stock exchange (TSX)
index, constricted lending practices and a worsening of overall
economic conditions. While nearly all life insurers in Canada have
been negatively impacted in some way by the financial turmoil,
those entities with large exposure to equity markets -- either
through segregated fund products or asset managers -- will be most
affected.

A.M. Best Co. notes that certain companies with exposure to these
products have recently bolstered their capital position by issuing
debt or equity at a time when liquidity is at a premium, resulting
in less than optimal pricing. On the regulatory front, the Office
of the Superintendent of Financial Institutions (OSFI) provided
added flexibility for financial institutions issuing high quality
preferred shares by allowing those securities to count as Tier 1
capital.

As recently as September 2008, A.M. Best viewed the Canadian life
industry as stable. While headwinds existed at that time, market
conditions have since deteriorated significantly, although other
economic metrics, such as unemployment, have remained relatively
stable. From September 1 to December 1, 2008, the TSX declined
approximately 37%, while the Canadian dollar lost approximately
14% of its value relative to the U.S. dollar. The global contagion
has clearly impacted Canada's equity markets, as the resource-
based economy has been battered by declining commodity prices in
light of slowing global demand. This in turn has led to large net
outflows in mutual funds and grim outlooks for equity-linked
products.

In light of the significant volatility in equity markets, OSFI
revised its minimum capital rules for segregated fund guarantees
(SFG). The revision sought to reduce volatility in capital
requirements for such obligations. The revised rules for SFG may
be adopted by insurers with approved internal capital models
commencing yearend 2008 and is expected to reduce capital
requirements for longer-term payment obligations while increasing
this requirement as payment dates come closer.

While A.M. Best recognizes that the implementation of lower
capital requirements bolsters regulatory capital ratios, A.M. Best
also considers the underlying fundamentals of weak equity markets.
Most notably, lower fund values translate immediately into lower
fee revenues. Longer term, guarantees that are "in the money" will
result in payouts. Although the ultimate financial impact cannot
be assessed at this time and remains largely dependent upon future
stock market performance, A.M. Best expects the overall operating
performance for companies with large exposures to deteriorate.

In addition, while many Canadian life insurers employ thorough
enterprise risk management (ERM) strategies, the effectiveness of
these strategies are being tested under true stressed conditions
for the first time. A.M. Best will continue to monitor the ERM
programs employed by life companies in conjunction with the
overall financial and operating performance experienced during the
near to medium term.

Although fundamentals for the vast majority of life companies are
currently sound and the outlook is currently stable, A.M. Best
believes that the unprecedented negative financial conditions
globally will challenge Canadian life insurers well into 2009.
Continued deterioration in economic fundamentals, which would lead
to higher credit defaults, ongoing equity market volatility, lower
consumer confidence and a resulting weakening of product sales,
could lead to a negative outlook for the Canadian life industry.
At this time, A.M. Best expects any negative rating actions to be
company specific. However, continued macroeconomic deterioration
would lead to a change in outlook and negative rating changes for
the entire segment.

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


* A.M. Best Says D&O Market Braces for Steep Downturn
-----------------------------------------------------
The directors and officers liability insurance market appears
headed for a sharp underwriting downturn beginning with 2008
results. Towers Perrin's D&O average premium index recorded
overall decreases in years 2004 through 2007, and the 2007 survey
suggests few business classes had average premium increases in
2007.

   -- A.M. Best Co. believes the D&O market has remained highly
competitive in 2007 and 2008, and this, combined with
significantly higher frequency and severity of claims, strongly
suggests significant underwriting deterioration lies ahead for
most D&O writers.

   -- The current subprime mortgage/credit crisis; a weakened
global economy and substantial declines in the stock market are
expected to drive frequency and severity.

   -- The broad reach of the subprime/credit crisis and the
financial market meltdown may drive a surge of D&O claims beyond
the financial services sector, which has been hardest hit so far.

   -- Some D&O insurers have better managed their exposure in
recent years by reducing their coverage limits and lowering their
emphasis on financial institutions and large public companies.

   -- The current cycle has more surplus capacity and more
insurers with D&O underwriting skill, which may reduce the
possibility of a crisis in D&O capacity.

   -- A.M. Best believes the adverse fundamentals currently
affecting D&O loss costs are likely to cause calendar year
underwriting results to deteriorate through at least 2009.

   -- D&O trends do not yet threaten the financial foundation of
most market leaders because of their financial strength,
diversification and historically conservative reserving.

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


* Fitch Says U.S. Oil & Gas Credit Metrics to Fall in 2009
----------------------------------------------------------
Fitch Ratings released its 2009 outlook for the North American oil
& gas sector.  According to the report, the outlook for the U.S.
oil & gas industry in 2009 is stable but weaker due to the sharp
drop in commodity prices.  With the multi-year run-up in energy
prices grinding sharply to a halt in the third quarter, credit
metrics across the oil & gas sector are set to drop from their
recent highs.  As global economic conditions continue to
deteriorate, risks for further downward movement in commodity
prices remain possible as global demand for commodities is
expected to continue to come under pressure.

Fitch's stable outlook is not uniform across all sectors and
credits within the oil & gas industry.  In general, the offshore
drillers within the drilling and services sector are best suited
to weather the current downturn due to their large backlog of
contracts signed during the earlier boom.  In contrast, refiners
are among the most exposed to the downturn as fuel sales and
refinery utilization rates continue to slump in response to
sinking global demand.  Upstream oil companies present a mixed
picture, with larger, more conservatively financed independents
and integrateds well positioned to weather the downturn, but
smaller, growth-oriented companies with higher external financing
requirements are vulnerable to lower prices.  The sharp drop in
stock prices has also increased M&A event risk for bondholders
across the sector, although this remains an issuer-specific risk.

Summary of Sector Outlooks:

  -- Integrated Oil: Credit quality for the large, integrated oil
     companies remains relatively robust as these firms benefit
     from diverse upstream portfolios, large cash balances and low
     debt levels.  Benefits from the pullback in commodity prices
     include lower costs for drilling rigs and services and access
     to both international and domestic reserves on more favorable
     terms.

  -- Independent E&P: Credit quality for independent exploration
     and production companies is expected to fall during 2009 as
     the focus of many E&P firms shifts to lowering costs and
     managing capital expenditures to live within internally
     generated cash flow levels.  Larger independents with
     stronger balance sheets are expected to weather the current
     pull-back in commodity prices the best.

  -- Drilling and Service Companies: The drilling and service
     sectors outlook remains strong for 2009. Credit quality is
     supported by sizable revenue backlogs and continued drilling
     on long-term projects.  That said, the significant decline in
     commodity prices is expected to have implications for the
     sector extending beyond 2009 that include reduced pricing
     power, lower costs stemming from falling steel prices and
     reduced wage expectations, and reduced utilization levels for
     fleets.

  -- Downstream: The near-term outlook for the downstream looks
     weak, driven by poor global demand, low capacity utilization,
     and the addition of near-term supply from several expansion
     projects, including the 580,000 barrels per day Jamnagar
     refinery in India. Fitch expects to see weaker credit metrics
     and further spending adjustments going forward.


* Moody's Downgrades Ratings on 164 Notes by CDO Transactions
-------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of 164 Notes
issued by certain collateralized debt obligation transactions
backed by structured finance securities, each of which originated
in 2007 or 2008.

Moody's explained that the rating actions taken are the result of
the application of revised and updated key modelling parameter
assumptions that Moody's uses to rate and monitor ratings of SF
CDOs.  The revisions affect the three key parameters in Moody's
model for rating SF CDOs: asset correlation, default probability
and recovery rate.  Moody's announced the changes to these
assumptions in a press release on December 11, 2008.

Moody's noted that most of the lowered ratings remain on review
for possible downgrade due to the continuing weakness in the
performance of and outlook for structured finance securities that
back SF CDOs.

Moody's anticipates that in the coming days it will announce
additional rating actions applicable to SF CDOs of earlier
vintages as the revised assumptions are applied to those
transactions.

The rating actions are:

ABCDS 2006-1, Ltd.

  -- US$200,000,000 Senior Swap Agreement with Royal Bank of
     Canada, London Branch, Downgraded to Caa1 Under Review for
     Possible Downgrade; previously on 5/18/2008 B1 Placed Under
     Review for Possible Downgrade

Acacia CDO 11, Ltd.

  -- US$398,000,000 Class A First Priority Senior Secured Floating
     Rate Notes Due 2047, Downgraded to Caa3 Under Review for
     Possible Downgrade; previously on 7/17/2008 Caa1 Placed Under
     Review for Possible Downgrade

Acacia CDO 12, Ltd.

  -- US$100,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due 2047, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 8/7/2008 Caa2 Placed
     Under Review for Possible Downgrade

  -- US$291,500,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2047, Downgraded to Ba1 Under Review
     for Possible Downgrade; previously on 8/7/2008 Baa1 Placed
     Under Review for Possible Downgrade

Adrastea SHG 2007-1, Ltd.

  -- US$1,600,000,000 Class A-1M Variable Funding Floating Rate
     Notes Due 2052, Downgraded to Ba3 Under Review for Possible
     Downgrade; previously on 5/29/2008 Baa3 Placed Under Review
     for Possible Downgrade

Adrastea SHG 2007-1, Ltd.

  -- US$200,000,000 Class A-1Q Floating Rate Notes Due 2052,
     Downgraded to B2 Under Review for Possible Downgrade;
     previously on 5/29/2008 Ba2 Placed Under Review for Possible
     Downgrade

  -- US$30,000,000 Class A-4 Floating Rate Notes Due 2052,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/29/2008 B3 Placed Under Review for Possible
     Downgrade

  -- US$50,000,000 Class A-3 Floating Rate Notes Due 2052,
     Downgraded to Caa1 Under Review for Possible Downgrade;
     previously on 5/29/2008 B1 Placed Under Review for Possible
     Downgrade

  -- US$84,000,000 Class A-2 Floating Rate Notes Due 2052,
     Downgraded to B3 Under Review for Possible Downgrade;
     previously on 5/29/2008 Ba3 Placed Under Review for Possible
     Downgrade

Altius IV Funding, Ltd.

  -- US$300,000 Class A-1V Floating Rate Notes Due 2042,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 10/28/2008 Caa2 Placed Under Review for
     Possible Downgrade

  -- US$644,850,000 Class A-1F Floating Rate Notes Due 2042,
     Downgraded to B2 Under Review for Possible Downgrade;
     previously on 10/28/2008 Ba2 Placed Under Review for Possible
     Downgrade

AMP A CLO 2007-2

  -- US$25,000,000 Credit Linked Notes, Downgraded to B2 Under
     Review for Possible Downgrade; previously on 8/28/2007
     Assigned Ba2

AMP CDO 2007-2

  -- US$100,000,000 Variable Notes, Downgraded to A3 Under Review
     for Possible Downgrade; previously on 6/28/2007 Assigned Aa3

Anderson Mezzanine Funding 2007-1, Ltd.

  -- US$2,490,000 Class S Floating Rate Notes due July 2013,
     Downgraded to B1 Under Review for Possible Downgrade;
     previously on 10/8/2008 Ba1 Placed Under Review for Possible
     Downgrade

ARLO VII Series 2007-1 (SABS)

  -- EUR 21,000,000 Variable Secured Limited Recourse Credit-
     Linked Notes due 2047, Downgraded to Caa3 Under Review for
     Possible Downgrade; previously on 4/24/2008 Downgraded to
     Caa2

Aurelius Capital CDO 2007-1 Limited

  -- US$13,500,000 Class E Secured Floating Rate Deferrable
     Interest Notes due 2052, Downgraded to B2 Under Review for
     Possible Downgrade; previously on 10/25/2007 Assigned Ba2

  -- US$15,200,000 Class C Secured Floating Rate Deferrable
     Interest Notes due 2052, Downgraded to Baa2 Under Review for
     Possible Downgrade; previously on 10/25/2007 Assigned A2

Aurelius Capital CDO 2007-1 Limited

  -- US$18,000,000 Class D Secured Floating Rate Deferrable
     Interest Notes due 2052, Downgraded to Ba2 Under Review for
     Possible Downgrade; previously on 10/25/2007 Assigned Baa2

  -- US$240,300,000 Class A Loan due 2052, Downgraded to Aa3 Under
     Review for Possible Downgrade; previously on 10/25/2007
     Assigned Aaa

Ballyrock ABS CDO 2007-1 Limited

  -- US$150,000,000 Class A-1a Variable Funding Senior Secured
     Floating Rate Notes Due 2047, Downgraded to Ba3 Under Review
     for Possible Downgrade; previously on 7/2/2008 Baa3 Placed
     Under Review for Possible Downgrade

  -- US$150,000,000 Class A-1b Senior Secured Floating Rate Notes
     Due 2047, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 7/2/2008 B3 Placed Under Review for
     Possible Downgrade

  -- US$17,000,000 Class S Senior Secured Notes Due 2014,
     Downgraded to Baa2 Under Review for Possible Downgrade;
     previously on 7/2/2008 A2 Placed Under Review for Possible
     Downgrade

Barrington II CDO Ltd.

  -- US$13,400,000 Class X Floating Rate Notes Due 2052, Aaa
     Placed on Review for Possible Downgrade Under Review for
     Possible Downgrade; previously on 5/30/2007 Assigned Aaa

Barrington II CDO Ltd.

  -- US$154,000,000 Class A-1S Floating Rate Notes Due 2052,
     Downgraded to B1 Under Review for Possible Downgrade;
     previously on 10/20/2008 Ba1 Placed Under Review for Possible
     Downgrade

Bernoulli High Grade CDO II, Ltd.

  -- US$750,000,000 Class A-1A First Priority Senior Secured
     Floating Rate Notes due October 2054, Downgraded to Caa3
     Under Review for Possible Downgrade; previously on 10/1/2008
     Caa2 Placed Under Review for Possible Downgrade

Cairn Mezz ABS CDO III Limited

  -- US$148,000,000 Class A2B Senior Secured Floating Rate Notes
     Due 2047, Downgraded to Ca; previously on 5/21/2008 Caa1
     Placed Under Review for Possible Downgrade

  -- US$550,000,000 Class A1-VF Senior Secured Floating Rate Notes
     Due 2047, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 5/21/2008 Baa2 Placed Under Review
     for Possible Downgrade

  -- US$75,000,000 Class A2A Senior Secured Floating Rate Notes
     Due 2047, Downgraded to Ca; previously on 5/21/2008 Ba3
     Placed Under Review for Possible Downgrade

C-Bass CBO XIX Ltd.

  -- A-1, Downgraded to B1 Under Review for Possible Downgrade;
     previously on 4/24/2008 Ba1 Placed Under Review for Possible
     Downgrade

  -- A-2, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 4/24/2008 Caa2 Placed Under Review for Possible
     Downgrade

C-BASS CBO XVIII Ltd.

  -- US$150,000,000 Class A-2 First Priority Senior Secured Fixed
     Rate Notes Due 2047, Downgraded to Caa3 Under Review for
     Possible Downgrade; previously on 4/22/2008 Caa2 Placed Under
     Review for Possible Downgrade

  -- US$346,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2047, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 4/22/2008 Caa2 Placed
     Under Review for Possible Downgrade

Ceago ABS CDO 2007-1, Ltd.

  -- US$106,000,000 Class A-2 Floating Rate Notes Due 2047,
     Downgraded to Caa2 Under Review for Possible Downgrade;
     previously on 6/9/2008 B2 Placed Under Review for Possible
     Downgrade

  -- US$21,000,000 Class B Floating Rate Notes Due 2047,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 6/9/2008 B3 Placed Under Review for Possible
     Downgrade

  -- US$6,227,000 Class S Floating Rate Notes Due 2017, Downgraded
     to Baa1 Under Review for Possible Downgrade; previously on
     6/9/2008 A1 Placed Under Review for Possible Downgrade

  -- US$850,000,000 Class A-1 Floating Rate Notes Due 2047,
     Downgraded to Ba2 Under Review for Possible Downgrade;
     previously on 6/9/2008 Baa2 Placed Under Review for Possible
     Downgrade

Chalfont 2007-I Segregated Portfolio

  -- US$50,000,000 Floating Rate Notes Due 2046, Downgraded to
     Caa1 Under Review for Possible Downgrade; previously on
     6/2/2008 Downgraded to B1

Charles Fort CDO I, Ltd.

  -- US$220,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes due July 9, 2047, Downgraded to Caa3
     Under Review for Possible Downgrade; previously on 4/22/2008
     B3 Placed Under Review for Possible Downgrade

Clifton I CDO, Ltd.

  -- US$1,200,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Delayed Draw Notes Due 2052, Downgraded to Caa1
     Under Review for Possible Downgrade; previously on 6/3/2008
     B1 Placed Under Review for Possible Downgrade

Coda CDO 2007-1 LTD.

  -- US$125,000,000 Class A-3L Deferrable Floating Rate Notes Due
     November 2047, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 6/2/2008 Caa2 Placed Under Review
     for Possible Downgrade

  -- US$145,000,000 Class A-1LA Investor Swap Due November 2047,
     Downgraded to Ba3 Under Review for Possible Downgrade;
     previously on 6/2/2008 Baa3 Placed Under Review for Possible
     Downgrade

  -- US$35,000,000 Class A-2L Floating Rate Notes Due November
     2047, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 6/2/2008 B3 Placed Under Review for Possible
     Downgrade

  -- US$40,000,000 Class X Notes Due November 2014, Downgraded to
     B2 Under Review for Possible Downgrade; previously on
     6/2/2008 Ba2 Placed Under Review for Possible Downgrade

  -- US$55,000,000 Class A-1LB Floating Rate Notes Due November
     2047, Downgraded to Caa1 Under Review for Possible Downgrade;
     previously on 6/2/2008 B1 Placed Under Review for Possible
     Downgrade

Collybus CDO I Ltd.

  -- US$53,000,000 Class B Senior Secured Floating Rate Notes due
     2047, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 9/25/2008 Caa2 Placed Under Review for Possible
     Downgrade

  -- US$55,000,000 Class A-3 Senior Secured Floating Rate Notes
     due 2047, Downgraded to Caa2 Under Review for Possible
     Downgrade; previously on 9/25/2008 B2 Placed Under Review for
     Possible Downgrade

  -- US$675,000,000 Class A-2 Senior Secured Floating Rate Notes
     due 2047, Downgraded to Ba2 Under Review for Possible
     Downgrade; previously on 9/25/2008 Baa2 Placed Under Review
     for Possible Downgrade

Connecticut Valley CLO Funding IV, Ltd.

  -- US$225,000,000 Class A-1 Floating Rate Notes Due 2027,
     Downgraded to Aa2 Under Review for Possible Downgrade;
     previously on 9/24/2007 Assigned Aaa

  -- US$28,000,000 Class B Floating Rate Notes Due 2027,
     Downgraded to Baa2 Under Review for Possible Downgrade;
     previously on 9/24/2007 Assigned A2

  -- US$29,500,000 Class C Floating Rate Notes Due 2027,
     Downgraded to Ba2 Under Review for Possible Downgrade;
     previously on 9/24/2007 Assigned Baa2

  -- US$43,000,000 Class A-2 Floating Rate Notes Due 2027,
     Downgraded to Aa3 Under Review for Possible Downgrade;
     previously on 9/24/2007 Assigned Aaa

  -- US$50,000,000 Class A-3 Floating Rate Notes Due 2027,
     Downgraded to A2 Under Review for Possible Downgrade;
     previously on 9/24/2007 Assigned Aa2

Dalton CDO Ltd.

  -- Up to US $114,000,000 Class A-1a1 Floating Rate Variable
     Funding Notes Due June 2050, Downgraded to Baa1 Under Review
     for Possible Downgrade; previously on 10/6/2008 A1 Placed
     Under Review for Possible Downgrade

  -- US $50,000,000 Class A-1a2 Floating Rate Notes Due June 2050,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 10/6/2008 B3 Placed Under Review for Possible
     Downgrade

Duke Funding High Grade VI, Ltd.

  -- US$13,500,000 Class X Senior Secured Floating Rate Notes Due
     2014, Downgraded to B1 Under Review for Possible Downgrade;
     previously on 10/3/2008 Ba1 Placed Under Review for Possible
     Downgrade

Euler ABS CDO I, Ltd.

  -- US$135,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes due 2050, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 6/5/2008 B3 Placed
     Under Review for Possible Downgrade

  -- US$270,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes due 2050, Downgraded to B2 Under Review
     for Possible Downgrade; previously on 6/5/2008 Ba2 Placed
     Under Review for Possible Downgrade

  -- US$93,750,000 Class A-3 Third Priority Senior Secured
     Floating Rate Notes due 2050, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 6/5/2008 Caa2 Placed
     Under Review for Possible Downgrade

FACTS 2007-1

  -- Floating Rate Notes, Downgraded to B1 Under Review for
     Possible Downgrade; previously on 5/8/2008 Ba1 Placed Under
     Review for Possible Downgrade

Gemstone CDO VII Ltd.

  -- US$200,000,000 Class A-1b(i) Floating Rate Notes due December
     2045, Downgraded to Caa1 Under Review for Possible Downgrade;
     previously on 4/28/2008 B1 Placed Under Review for Possible
     Downgrade

  -- US$244,000,000 Class A-1a Floating Rate Notes due December
     2045, Downgraded to Ba2 Under Review for Possible Downgrade;
     previously on 4/28/2008 Baa2 Placed Under Review for Possible
     Downgrade

  -- US$400,000,000 Class A-1b Floating Rate Notes due December
     2045, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 4/28/2008 Caa2 Placed Under Review for Possible
     Downgrade

Glacier Funding CDO V, Ltd.

  -- US$122,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due 2051, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 5/30/2008 B3 Placed
     Under Review for Possible Downgrade

  -- US$200,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2051, Downgraded to B2 Under Review
     for Possible Downgrade; previously on 5/30/2008 Ba2 Placed
     Under Review for Possible Downgrade

Glacier Funding CDO V, Ltd.

  -- US$46,000,000 Class A-3 Third Priority Senior Secured
     Floating Rate Notes Due 2051, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 5/30/2008 Caa2 Placed
     Under Review for Possible Downgrade

Halcyon Securitized Products Investors ABS CDO II Ltd.

  -- US$75,000,000 Class A-1(b) Senior Secured Floating Rate Notes
     Due 2046, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 5/9/2008 Caa1 Placed Under Review
     for Possible Downgrade

  -- Up to US$225,000,000 Class A-1(a) Senior Secured Floating
     Rate Notes Due 2046, Downgraded to B3 Under Review for
     Possible Downgrade; previously on 5/9/2008 Ba3 Placed Under
     Review for Possible Downgrade

HG-COLL 2007-1 Ltd.

  -- US$830,000,000 Class A-1LA Floating Rate Notes Due April
     2052, Downgraded to Caa1 Under Review for Possible Downgrade;
     previously on 5/9/2008 B1 Placed Under Review for Possible
     Downgrade

  -- US$95,000,000 Class A-1LB Floating Rate Notes Due April 2052,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/9/2008 Caa2 Placed Under Review for Possible
     Downgrade

High Grade Structured Credit CDO 2007-1

  -- US$27,900,000 Class X Senior Secured Notes Due 2017,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 9/3/2008 B3 Placed Under Review for Possible
     Downgrade

Highridge ABS CDO II, Ltd.

  -- US$800,000,000 Class A-1S First Priority Senior Secured
     Floating Rate Notes due 2047, Downgraded to Ba2 Under Review
     for Possible Downgrade; previously on 4/15/2008 A2 Placed
     Under Review for Possible Downgrade

Hudson Mezzanine Funding 2006-2, Ltd.

  -- US$7,900,000 Class S Floating Rate Notes due 2012,Downgraded
     to Caa1 Under Review for Possible Downgrade; previously on
     9/25/2008 B1 Placed Under Review for Possible Downgrade

Ischus Mezzanine CDO IV, Ltd.

  -- US$17,500,000 Class X First Priority Senior Secured
     Amortizing Notes Due 2013, Downgraded to B1 Under Review for
     Possible Downgrade; previously on 11/12/2008 Ba1 Placed Under
     Review for Possible Downgrade

Ixion 2007 Series 31

  -- US$13,000,000 Floating Rate Portfolio Credit Linked Secured
     Notes due 2037, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 4/3/2008 Downgraded to Ba3

Jupiter High-Grade CDO VI, Ltd.

  -- US$750,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Delayed Draw Notes Due 2053, Downgraded to Caa1
     Under Review for Possible Downgrade; previously on 6/2/2008
     B1 Placed Under Review for Possible Downgrade

Kleros Preferred Funding IX, Ltd.

  -- US$1,380,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2052, Downgraded to Ba3 Under Review
     for Possible Downgrade; previously on 4/18/2008 A3 Placed
     Under Review for Possible Downgrade

Kleros Preferred Funding VIII, Ltd.

  -- US$150,000,000 Class A-1B Second Priority Senior Secured
     Floating Rate Notes Due 2052, Downgraded to Caa2 Under Review
     for Possible Downgrade; previously on 5/30/2008 B2 Placed
     Under Review for Possible Downgrade

  -- US$180,000,000 Class A-2 Third Priority Senior Secured
     Floating Rate Notes Due 2052, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 5/30/2008 B3 Placed
     Under Review for Possible Downgrade

  -- US$2,400,000,000 Class A-1A First Priority Senior Secured
     Delayed Draw Floating Rate Notes Due 2052, Downgraded to Caa1
     Under Review for Possible Downgrade; previously on 5/30/2008
     B1 Placed Under Review for Possible Downgrade

Kleros Real Estate CDO IV, Ltd.

  -- US$250,000,000 Class A-3 Third Priority Senior Secured
     Floating Rate Notes Due December 2050, Downgraded to Caa3
     Under Review for Possible Downgrade; previously on 7/29/2008
     Caa2 Placed Under Review for Possible Downgrade

  -- US$300,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due December 2050, Downgraded to Baa1
     Under Review for Possible Downgrade; previously on 7/29/2008
     A1 Placed Under Review for Possible Downgrade

  -- US$300,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Delayed Draw Notes Due December 2050,
     Downgraded to B2 Under Review for Possible Downgrade;
     previously on 7/29/2008 Ba2 Placed Under Review for Possible
     Downgrade

Le Monde CDO I PLC

  -- EUR360,000,000 Class A-3EU Floating Rate Euro Notes Due 2052,
     Downgraded to B3 Under Review for Possible Downgrade;
     previously on 6/12/2008 Ba3 Placed Under Review for Possible
     Downgrade

  -- US$120,000,000 Class A-1US Variable Funding Dollar Notes Due
     2052, Downgraded to B3 Under Review for Possible Downgrade;
     previously on 6/12/2008 Ba3 Placed Under Review for Possible
     Downgrade

  -- US$604,250,000 Class A-2US Floating Rate Dollar Notes Due
     2052, Downgraded to B3 Under Review for Possible Downgrade;
     previously on 6/12/2008 Ba3 Placed Under Review for Possible
     Downgrade

  -- US$80,000,000 and EUR69,500,000 Class A-1R Redenominatable
     Floating Rate Notes Due 2052, Downgraded to B3 Under Review
     for Possible Downgrade; previously on 6/12/2008 Ba3 Placed
     Under Review for Possible Downgrade

Lexington Capital Funding III Ltd.

  -- US$480,000,000 Class A-1 First Priority Senior Floating Rate
     Notes Due April 2047, Downgraded to Caa3 Under Review for
     Possible Downgrade; previously on 5/16/2008 Caa1 Placed Under
     Review for Possible Downgrade

Lexington Capital Funding V Ltd.

  -- US$246,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2051, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 6/2/2008 Caa1 Placed
     Under Review for Possible Downgrade

Libertas Preferred Funding V, Ltd.

  -- US$20,000,000 Class X Senior Secured Floating Rate Notes Due
     2013, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/23/2008 Caa2 Placed Under Review for Possible
     Downgrade

  -- US$360,000,000 Class A-1 Senior Secured Floating Rate Notes
     Due 2047, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 5/23/2008 Caa1 Placed Under Review
     for Possible Downgrade

Limehouse CDO 2008-1 Limited

  -- US$13,512,616 Class B Secured Floating Rate Deferrable
     Interest Notes Due 2042, Downgraded to A3 Under Review for
     Possible Downgrade; previously on 7/18/2008 Assigned Aa3

  -- US$97,805,600 Class A Secured Floating Rate Notes Due 2042,
     Downgraded to Aa3 Under Review for Possible Downgrade;
     previously on 7/18/2008 Assigned Aaa

Los Robles CDO Ltd.

  -- Up to $187,500,000 Class A-1a Floating Rate Notes Due August
     12, 2047, Downgraded to B2 Under Review for Possible
     Downgrade; previously on 10/21/2008 Ba2 Placed Under Review
     for Possible Downgrade

Lunar Funding V plc Series 2007-39

  -- US$200,000,000 Limited Recourse Secured Floating Rate Credit-
     Linked Notes due 2037, Downgraded to B1 Under Review for
     Possible Downgrade; previously on 4/29/2008 Ba1 Placed Under
     Review for Possible Downgrade

Magnolia Finance II plc Series 2006-6A1

  -- Series 2006-6A1 US$50,000,000 ABS Portfolio Variable Rate
     Notes due December 2038, Downgraded to Ba1 ; previously on
     10/1/2008 Baa1 Placed Under Review for Possible Downgrade

Magnolia Finance II plc Series 2006-6A2E

  -- EUR 7,500,000 ABS Portfolio Variable Rate Notes due December
     2038, Downgraded to Ba1 Under Review for Possible Downgrade;
     previously on 10/1/2008 Baa1 Placed Under Review for Possible
     Downgrade

Magnolia Finance II plc Series 2006-6A2G

  -- GBP 6,000,000 ABS Portfolio Variable Rate Notes due December
     2038, Downgraded to Ba1 Under Review for Possible Downgrade;
     previously on 10/1/2008 Baa1 Placed Under Review for Possible
     Downgrade

Newbury Street CDO, Ltd.

  -- US$1,000,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Notes Due 2053, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 10/6/2008 Caa1 Placed
     Under Review for Possible Downgrade

Niagara CDO Ltd.

  -- US$410,000,000 Class A Senior Secured Floating Rate Term
     Notes due 2039, Downgraded to A2 Under Review for Possible
     Downgrade; previously on 1/30/2007 Assigned Aa2

Penwood CDO 2008-1 Limited

  -- US$13,488,466 Class B Secured Floating Rate Deferrable
     Interest Notes, Due 2042-2, Downgraded to A3 Under Review for
     Possible Downgrade; previously on 7/18/2008 Assigned Aa3

  -- US$97,630,800 Class A Secured Floating Rate Notes, Due 2042,
     Downgraded to Aa3 Under Review for Possible Downgrade;
     previously on 7/18/2008 Assigned Aaa

Pine Mountain CDO III Ltd.

  -- US$20,000,000 Class A-2 Floating Rate Notes Due July 7, 2047,
     Downgraded to Caa2 Under Review for Possible Downgrade;
     previously on 5/9/2008 B2 Placed Under Review for Possible
     Downgrade

  -- US$41,250,000 Class A-4 Floating Rate Notes Due July 7, 2047,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/9/2008 Caa2 Placed Under Review for Possible
     Downgrade

  -- US$45,000,000 Class B Floating Rate Notes Due July 7, 2047,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/9/2008 Caa2 Placed Under Review for Possible
     Downgrade

  -- US$90,000,000 Class A-3 Floating Rate Notes Due July 7, 2047,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/9/2008 Caa1 Placed Under Review for Possible
     Downgrade

  -- Up to $230,000,000 Class A-1 Floating Rate Notes Due July 7,
     2047, Downgraded to B2 Under Review for Possible Downgrade;
     previously on 5/9/2008 Ba2 Placed Under Review for Possible
     Downgrade

Point Pleasant Funding 2007-1, Ltd.

  -- US$6,000,000 Class S Floating Rate Notes due 2012, Downgraded
     to Caa1 Under Review for Possible Downgrade; previously on
     9/2/2008 B1 Placed Under Review for Possible Downgrade

Pyxis Libertas 2006-11

  -- US$135,000,000 Class 2006-11 Units issued by PYXIS Master
     Trust, Downgraded to Caa1 Under Review for Possible
     Downgrade; previously on 6/9/2008 B1 Placed Under Review for
     Possible Downgrade

Sagittarius CDO I Ltd.

  -- US$15,000,000 Class S Senior Secured Floating Rate Notes Due
     2012, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/23/2008 Caa1 Placed Under Review for Possible
     Downgrade

Sharps CDO II Ltd.

  -- US$100,000,000 Class A-2 Senior Secured Floating Rate Notes
     due 2046, Downgraded to Caa1 Under Review for Possible
     Downgrade; previously on 5/9/2008 B1 Placed Under Review for
     Possible Downgrade

  -- US$60,000,000 Class A-3 Senior Secured Floating Rate Notes
     due 2046, Downgraded to Caa2 Under Review for Possible
     Downgrade; previously on 5/9/2008 B2 Placed Under Review for
     Possible Downgrade

  -- US$600,000,000 Class A-1 Senior Secured Floating Rate Notes
     due 2046, Downgraded to B1 Under Review for Possible
     Downgrade; previously on 5/9/2008 Ba1 Placed Under Review for
     Possible Downgrade

  -- US$82,000,000 Class B Senior Secured Floating Rate Notes due
     2046, Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/9/2008 B3 Placed Under Review for Possible
     Downgrade

Silver Elms CDO II Limited

  -- US$151,400,000 Class A-1Q Floating Rate Senior Secured Notes
     due 2051, Downgraded to Caa1 Under Review for Possible
     Downgrade; previously on 5/29/2008 B1 Placed Under Review for
     Possible Downgrade

  -- US$873,600,000 Class A-1M Floating Rate Senior Secured Notes
     due 2051, Downgraded to Caa1 Under Review for Possible
     Downgrade; previously on 5/29/2008 B1 Placed Under Review for
     Possible Downgrade

Silver Marlin CDO I Ltd.

  -- US$625,000,000 Class A-1 First Priority Senior Secured
     Floating Rate Delayed Draw Notes due 2050, Downgraded to B1
     Under Review for Possible Downgrade; previously on 6/2/2008
     Ba1 Placed Under Review for Possible Downgrade

Soter 2007-CRN2, Ltd.

  -- US$100,000,000 A1 Variable Notes Due 2047, Downgraded to Ca ;
     previously on 5/30/2008 Ba1 Placed Under Review for Possible
     Downgrade

Soter 2007-CRN3, Ltd.

  -- US$100,000,000 A1 Variable Notes Due 2047, Downgraded to Ca ;
     previously on 6/2/2008 Baa2 Placed Under Review for Possible
     Downgrade

Soter 2007-GSC, Ltd.

  -- US$50,000,000 A1 Variable Notes Due 2039, Downgraded to Ca ;
     previously on 6/3/2008 B3 Placed Under Review for Possible
     Downgrade

South Coast Funding IX Ltd

  -- Super Senior Swap, Downgraded to Caa3 Under Review for
     Possible Downgrade; previously on 5/18/2008 Caa1 Placed Under
     Review for Possible Downgrade

STACK 2006-2 Ltd.

  -- US$585,000,000 Class I Supersenior Swap, Downgraded to Caa3
     Under Review for Possible Downgrade; previously on 5/8/2008
     Caa2 Placed Under Review for Possible Downgrade

STACK 2007-2 Ltd.

  -- up to US$330,000,000 Class A-1 Senior Variable Funding
     Floating Rate Notes Due 2047, Downgraded to Caa3 Under Review
     for Possible Downgrade; previously on 6/9/2008 Caa2 Placed
     Under Review for Possible Downgrade

Summer Street 2007-1, Ltd.

  -- US$63,000,000 Class A-1SB Senior Secured Floating Rate Notes
     Due 2052, Downgraded to Caa3 Under Review for Possible
     Downgrade; previously on 4/23/2008 B3 Placed Under Review for
     Possible Downgrade

  -- US$80,000,000 Class A-1SA Senior Secured Floating Rate Notes
     Due 2052, Downgraded to Ba3 Under Review for Possible
     Downgrade; previously on 4/23/2008 Baa3 Placed Under Review
     for Possible Downgrade

Term CDO 2007-1 Ltd.

  -- Class A-1LA Floating Rate Notes Due July 2038, Downgraded to
     B2 Under Review for Possible Downgrade; previously on
     4/23/2008 Ba2 Placed Under Review for Possible Downgrade

Tower Hill CDO II, Ltd.

  -- US$0 Class A-1 Senior Secured Funded Notes Due 2023,
     Downgraded to Aa2 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- US$0 Class A-2 Senior Secured Funded Notes Due 2023,
     Downgraded to Aa3 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- US$0 Class B Type 2 Senior Secured Funded Notes Due 2023,
     Downgraded to A2 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- US$0 Class C Type 2 Secured Funded Deferrable Notes Due 2023,
     Downgraded to Baa2 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned A2

  -- US$11,000,000 Class B Type 1 Senior Secured Funded Notes Due
     2023, Downgraded to A2 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aa2

  -- US$20,000,000 Class B Type 2 Senior Secured Unfunded Notes
     Due 2023, Downgraded to A2 Under Review for Possible
     Downgrade; previously on 7/26/2007 Assigned Aa2

  -- US$25,000,000 Class C Type 2 Secured Unfunded Deferrable
     Notes Due 2023, Downgraded to Baa2 Under Review for Possible
     Downgrade; previously on 7/26/2007 Assigned A2

  -- US$300,000,000 Class A-1 Senior Secured Unfunded Notes Due
     2023, Downgraded to Aa2 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- US$45,000,000 Class A-2 Senior Secured Unfunded Notes Due
     2023, Downgraded to Aa3 Under Review for Possible Downgrade;
     previously on 7/26/2007 Assigned Aaa

  -- US$50,000,000 Class C Type 1 Secured Funded Deferrable Notes
     Due 2023, Downgraded to Baa2 Under Review for Possible
     Downgrade; previously on 7/26/2007 Assigned A2

  -- US$53,000,000 Class D Secured Floating Rate Deferrable Notes
     Due 2023, Downgraded to Ba2 Under Review for Possible
     Downgrade; previously on 7/26/2007 Assigned Baa2

  -- US$53,000,000 Class E Secured Floating Rate Deferrable Notes
     Due 2023, Downgraded to B2 Under Review for Possible
     Downgrade; previously on 7/26/2007 Assigned Ba2

  -- US$9,415,000 Class A-X Notes Due 2023, Aaa Placed on Review
     for Possible Downgrade; previously on 7/26/2007 Assigned Aaa

Triaxx Prime CDO 2007-1, Ltd.

  -- US$11,575,000 Class B Third Priority Senior Secured Floating
     Rate Notes Due October 2039, Downgraded to A2 Under Review
     for Possible Downgrade; previously on 10/20/2008 Aa2 Placed
     Under Review for Possible Downgrade

  -- US$12,700,000 Class X Fourth Priority Junior Secured
     Amortizing Deferrable Floating Rate Notes Due October 2039,
     Downgraded to Baa2 Under Review for Possible Downgrade;
     previously on 10/20/2008 A2 Placed Under Review for Possible
     Downgrade

  -- US$175,000,000 Class A-1D First Priority Senior Secured
     Floating Rate Delayed Draw Notes Due October 2039, Downgraded
     to Aa2 Under Review for Possible Downgrade; previously on
     3/30/2007 Assigned Aaa

Triaxx Prime CDO 2007-1, Ltd.

  -- US$78,000,000 Class A-2 Second Priority Senior Secured
     Floating Rate Notes Due October 2039, Downgraded to Aa3 Under
     Review for Possible Downgrade; previously on 10/20/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- US$8,925,000 Class C Fifth Priority Junior Secured Deferrable
     Floating Rate Notes Due October 2039, Downgraded to Ba2 Under
     Review for Possible Downgrade; previously on 10/20/2008 Baa2
     Placed Under Review for Possible Downgrade

  -- US$825,000,000 Class A-1T First Priority Senior Secured
     Floating Rate Notes Due October 2039, Downgraded to Aa2 Under
     Review for Possible Downgrade; previously on 3/30/2007
     Assigned Aaa

Tribune Limited Series 48

  -- US$80,000,000 Floating Rate Credit Linked Secured Notes due
     2050,

  -- Downgraded to Caa1 Under Review for Possible Downgrade;
     previously on 5/18/2008 B1 Placed Under Review for Possible
     Downgrade

UBS Euro Note Programme AMPST 2007-1

  -- US$20,000,000 Floating Rate Credit Linked Notes due 2047,
     Downgraded to Caa3 Under Review for Possible Downgrade;
     previously on 5/30/2008 B3 Placed Under Review for Possible
     Downgrade

West Trade Funding CDO III Ltd.

  -- US$1,500,000,000 Class A-1 First Priority Senior Floating
     Rate Delayed Draw Notes Due 2053, Downgraded to B3 Under
     Review for Possible Downgrade; previously on 5/20/2008 Ba3
     Placed Under Review for Possible Downgrade

West Trade Funding CDO III Ltd.

  -- US$625,000,000 Class A-2 Second Priority Senior Floating Rate
     Notes Due 2053, Downgraded to Caa1 Under Review for Possible
     Downgrade; previously on 5/20/2008 B1 Placed Under Review for
     Possible Downgrade

ZAIS Investment Grade Limited IX

  -- Class A-1A Senior Secured Floating Rate Notes Due 2052,
     Downgraded to A2 Under Review for Possible Downgrade;
     previously on 3/27/2008 Downgraded to Aa2

  -- Class A-1B Senior Secured Floating Rate Notes Due 2052,
     Downgraded to A2 Under Review for Possible Downgrade;
     previously on 3/27/2008 Downgraded to Aa2

  -- Class A-1C Senior Secured Floating Rate Notes Due 2052,
     Downgraded to A2 Under Review for Possible Downgrade;
     previously on 3/27/2008 Downgraded to Aa2

  -- US$1,000,000 Class Y Combination Notes Due 2057, Downgraded
     to Caa1 Under Review for Possible Downgrade; previously on
     10/6/2008 B1 Placed Under Review for Possible Downgrade

  -- US$54,000,000 Class A-2 Senior Secured Floating Rate Notes
     Due 2052, Downgraded to Baa1 Under Review for Possible
     Downgrade; previously on 10/6/2008 A1 Placed Under Review for
     Possible Downgrade

  -- US$58,000,000 Class B Senior Secured Floating Rate Notes Due
     2052, Downgraded to Baa3 Under Review for Possible Downgrade;
     previously on 10/6/2008 A3 Placed Under Review for Possible
     Downgrade

  -- US$6,090,000 Class X Security Due 2012, Downgraded to A2
     Under Review for Possible Downgrade; previously on 3/27/2008
     Downgraded to Aa2

ZAIS Investment Grade Limited X

  -- US$120,000,000 Class A-1b Senior Secured Floating Rate Notes
     Due 2057, Downgraded to Aa1 Under Review for Possible
     Downgrade; previously on 8/3/2007 Assigned Aaa

  -- US$13,500,000 Class S Senior Secured Floating Rate Notes Due
     2015, Aaa Placed on Review for Possible Downgrade; previously
     on 8/3/2007 Assigned Aaa

  -- US$152,000,000 Class A-1a Senior Secured Floating Rate Notes
     Due 2057, Downgraded to Aa1 Under Review for Possible
     Downgrade; previously on 8/3/2007 Assigned Aaa

  -- US$50,000,000 Class B Senior Subordinate Secured Floating
     Rate Notes Due 2057, Downgraded to B2 Under Review for
     Possible Downgrade; previously on 5/30/2008 Ba2 Placed Under
     Review for Possible Downgrade

ZAIS Investment Grade Limited X

  -- US$59,500,000 Class A-2 Senior Secured Floating Rate Notes
     Due 2057, Downgraded to Aa2 Under Review for Possible
     Downgrade; previously on 8/3/2007 Assigned Aaa

  -- US$75,000,000 Class A-3 Senior Secured Floating Rate Notes
     Due 2057, Downgraded to Aa3 Under Review for Possible
     Downgrade; previously on 10/1/2008 Aaa Placed Under Review
     for Possible Downgrade

  -- US$75,000,000 Class A-4 Senior Secured Floating Rate Notes
     Due 2057, Downgraded to A3 Under Review for Possible
     Downgrade; previously on 10/1/2008 Aa3 Placed Under Review
     for Possible Downgrade


* Timothy Pohl Will Leave Skadden for Lazard
--------------------------------------------
Timothy R. Pohl will join Lazard Ltd.'s Financial Advisory
business as a Managing Director in its Restructuring Group,
effective Jan. 7, 2009.  Mr. Pohl, who will be based in Chicago,
currently is global co-leader of the 100-plus attorney corporate
restructuring practice of Skadden, Arps, Slate, Meagher & Flom
LLP.

"Tim is widely recognized for providing high-value strategic
advice in complex reorganizations and debt restructurings," said
Kenneth Jacobs, Head of Lazard North America.  "We are delighted
that Tim is joining us to help serve our clients, and to expand
both our Chicago and global restructuring teams."

"Having advised on a number of restructuring transactions with
Lazard's team over the years, I know first hand that they are the
market leader in restructuring financial advisory, with some of
the most respected and experienced bankers in the world.  I am
excited to have this new opportunity to join the Lazard team,"
said Mr. Pohl.  "I am fortunate to have been part of Skadden, in
one of the world's leading restructuring practices, over the past
decade and look forward to continuing to work with them in the
future."

By joining Lazard, Mr. Pohl will conclude a 10-year career with
Skadden, where he helped build and lead its corporate
restructuring team.  Prior to Skadden he was in the restructuring
practice at Jones Day for eight years.

"Tim has done a terrific job of co-leading and helping to build
Skadden's global restructuring practice with a strong team of
attorneys worldwide," said Skadden Managing Partner Robert C.
Sheehan.  "He will be missed, but we congratulate him and look
forward to continuing to work with him and the professionals at
Lazard."

During his tenure at Skadden, Mr. Pohl led a number of successful
out-of-court restructurings including for Rural Cellular
Communications, Meridian Technologies, and Krispy Kreme in the
restructuring of its troubled franchises.  He also led numerous
large Chapter 11 restructurings, including most recently for Vera
Sun Energy, as well as for National Steel Corporation, McLeodUSA,
Radnor Holdings, ICG Communications and Diamond Brands.  In
addition, Mr. Pohl has served as lead counsel to investors in and
acquirers of distressed assets, including America West Airlines in
its merger with US Airways, SPO Partners in its investment in
Calpine, OAO Severstal in its acquisition of Rouge Industries and
many others.

Mr. Pohl received a BA from Amherst College and a JD from the
University of Chicago.

                         About Lazard

Lazard Ltd. -- http://www.lazard.com-- is a financial advisory
and asset management firms that operates from 41 cities across 24
countries in North America, Europe, Asia, Australia, Central and
South America.  With origins dating back to 1848, the firm
provides advice on mergers and acquisitions, restructuring and
capital raising, as well as asset management services to
corporations, partnerships, institutions, governments, and
individuals.

                        About Skadden

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates --
http://www.skadden.com/-- was founded in 1948.  It is a prominent
law firm based in New York City.  With over 2,000 attorneys, it is
one of the largest and highest-grossing law firms in the world.
In most jurisdictions, the firm is organized as a limited
liability partnership (LLP).  The firm's better-known alumni
include former New York State Governor Elliot Spitzer.


* BOND PRICING: For the Week of Dec. 8 - Dec. 12, 2008
------------------------------------------------------
Company                     Coupon      Maturity  Bid Price
-------                     ------      --------  ---------
AFFINION GROUP I             11.50    10/15/2015      35.32
AIRTRAN HOLDINGS              7.00      7/1/2023      52.50
ALERIS INTL INC              10.00    12/15/2016      19.38
AMBASSADORS INTL              3.75     4/15/2027      29.50
AMD                           5.75     8/15/2012      39.00
AMER AXLE & MFG               5.25     2/11/2014      29.00
AMER AXLE & MFG               7.88      3/1/2017      27.38
AMER GENL FIN                 4.00     3/15/2011      46.50
AMER GENL FIN                 4.63     5/15/2009      82.75
AMER GENL FIN                 4.63      9/1/2010      50.00
AMER GENL FIN                 4.88     5/15/2010      59.00
AMER GENL FIN                 5.38      9/1/2009      69.86
AMER GENL FIN                 5.38     10/1/2012      40.00
AMER GENL FIN                 5.63     8/17/2011      41.25
AMER GENL FIN                 5.85      6/1/2013      35.00
AMER MEDIA OPER               8.88     1/15/2011      52.50
AMER MEDIA OPER              10.25      5/1/2009      41.00
AMES TRUE TEMPER             10.00     7/15/2012      35.31
AMR CORP                      9.88     6/15/2020      24.73
AMR CORP                     10.00     4/15/2021      24.95
AMR CORP                     10.40     3/10/2011      42.50
ANTIGENICS                    5.25      2/1/2025      24.00
APPLETON PAPERS               9.75     6/15/2014      15.00
ARVIN INDUSTRIES              7.13     3/15/2009      88.78
ARVINMERITOR                  8.75      3/1/2012      51.50
ASSURED GUARANTY              6.40    12/15/2066      15.00
ATHEROGENICS INC              1.50      2/1/2012       9.50
ATHEROGENICS INC              4.50      9/1/2008       8.25
ATHEROGENICS INC              4.50      3/1/2011       8.50
AVENTINE RENEW               10.00      4/1/2017      10.00
AVIS BUDGET CAR               7.63     5/15/2014      27.50
BALLY TOTAL FITN             14.00     10/1/2013       1.00
BANK NEW ENGLAND              8.75      4/1/1999       5.13
BANK NEW ENGLAND              9.88     9/15/1999       4.53
BANKUNITED CAP                3.13      3/1/2034      10.00
BEARINGPOINT INC              4.10    12/15/2024      14.43
BEAZER HOMES USA              4.63     6/15/2024      43.00
BEAZER HOMES USA              8.38     4/15/2012      37.00
BEAZER HOMES USA              8.63     5/15/2011      51.75
BELL MICROPRODUC              3.75      3/5/2024      18.00
BERRY PLASTICS H              8.88     9/15/2014      23.79
BON-TON DEPT STR             10.25     3/15/2014      17.90
BORDEN INC                    7.88     2/15/2023      10.75
BORDEN INC                    8.38     4/15/2016       5.85
BORDEN INC                    9.20     3/15/2021       7.00
BOWATER INC                   9.38    12/15/2021      20.00
BOWATER INC                   9.50    10/15/2012      15.87
BRODER BROS CO               11.25    10/15/2010      27.38
BURLINGTON COAT              11.13     4/15/2014      30.00
CALLON PETROLEUM              9.75     12/8/2010      50.00
CAPITALSOURCE                 1.63     3/15/2034      91.50
CARAUSTAR INDS                7.38      6/1/2009      65.00
CCH I LLC                     9.92      4/1/2014      14.50
CCH I LLC                    10.00     5/15/2014      11.50
CCH I LLC                    11.13     1/15/2014      14.50
CCH I/CCH I CP               11.00     10/1/2015      17.00
CCH I/CCH I CP               11.00     10/1/2015      22.50
CCH II/CCH II CP             10.25     9/15/2010      50.00
CCH II/CCH II CP             10.25     9/15/2010      45.75
CCH II/CCH II CP             10.25     10/1/2013      35.00
CELL GENESYS INC              3.13     11/1/2011      31.75
CELL THERAPEUTIC              5.75    12/15/2011       1.00
CHAMPION ENTERPR              2.75     11/1/2037      12.75
CHAPARRAL ENERGY              8.88      2/1/2017      25.00
CHARTER COMM HLD             10.00      4/1/2009      88.84
CHARTER COMM HLD             10.00     5/15/2011      23.00
CHARTER COMM HLD             11.13     1/15/2011      51.00
CHARTER COMM INC              6.50     10/1/2027       8.63
CHENIERE ENERGY               2.25      8/1/2012      22.00
CIRCUS CIRCUS                 7.63     7/15/2013      28.90
CLAIRE'S STORES               9.25      6/1/2015      20.50
CLAIRE'S STORES              10.50      6/1/2017      17.75
CLEAR CHANNEL                 4.40     5/15/2011      25.25
CLEAR CHANNEL                 4.50     1/15/2010      62.00
CLEAR CHANNEL                 4.90     5/15/2015      10.00
CLEAR CHANNEL                 5.00     3/15/2012      19.25
CLEAR CHANNEL                 5.50     9/15/2014      11.00
CLEAR CHANNEL                 5.50    12/15/2016      13.50
CLEAR CHANNEL                 5.75     1/15/2013      14.88
CLEAR CHANNEL                 6.25     3/15/2011      32.00
CLEAR CHANNEL                 6.88     6/15/2018       9.00
CLEAR CHANNEL                 7.65     9/15/2010      53.50
CMP SUSQUEHANNA               9.88     5/15/2014       5.00
COEUR D'ALENE                 1.25     1/15/2024      26.25
COEUR D'ALENE                 3.25     3/15/2028      24.14
COMPUCREDIT                   3.63     5/30/2025      25.25
CONEXANT SYSTEMS              4.00      3/1/2026      45.00
CONSTAR INTL                 11.00     12/1/2012       3.00
COOPER-STANDARD               8.38    12/15/2014      19.50
CREDENCE SYSTEM               3.50     5/15/2010      25.00
DAIMLERCHRYS NA               5.20    12/15/2008      98.01
DAYTON SUPERIOR              13.00     6/15/2009      50.00
DECODE GENETICS               3.50     4/15/2011      11.96
DELPHI CORP                   6.50     8/15/2013       1.25
DELPHI CORP                   8.25    10/15/2033       0.01
DELTA PETROLEUM               7.00      4/1/2015      17.50
DEVELOPERS DIVER              3.00     3/15/2012      34.50
DEVELOPERS DIVER              3.50     8/15/2011      43.32
DEVELOPERS DIVER              3.50     8/15/2011      41.88
DEX MEDIA INC                 8.00    11/15/2013      13.00
DEX MEDIA WEST                9.88     8/15/2013      18.75
DUNE ENERGY INC              10.50      6/1/2012      39.00
DVI INC                       9.88      2/1/2004       8.88
EOP OPERATING LP              4.75     3/15/2014      15.64
EQUINIX INC                   2.50     2/15/2024      57.25
FIBERTOWER CORP               9.00    11/15/2012      20.50
FINLAY FINE JWLY              8.38      6/1/2012      14.06
FIRST DATA CORP               3.90     10/1/2009      52.10
FIRST DATA CORP               4.95     6/15/2015      20.30
FIRST DATA CORP               5.80    12/15/2008      92.70
FLOTEK INDS                   5.25     2/15/2028      24.75
FORD MOTOR CO                 7.40     11/1/2046      20.16
FORD MOTOR CO                 7.75     6/15/2043      19.61
FORD MOTOR CO                 8.88     1/15/2022      22.07
FORD MOTOR CO                 8.90     1/15/2032      20.00
FORD MOTOR CO                 9.22     9/15/2021      23.00
FORD MOTOR CO                 9.50     9/15/2011      42.00
FORD MOTOR CO                 9.98     2/15/2047      21.28
FORD MOTOR CRED               4.25     1/20/2009      95.40
FORD MOTOR CRED               4.30     3/20/2009      86.45
FORD MOTOR CRED               4.35     2/20/2009      91.73
FORD MOTOR CRED               4.40     1/20/2009      87.93
FORD MOTOR CRED               4.45     4/20/2009      79.73
FORD MOTOR CRED               4.50     2/20/2009      83.90
FORD MOTOR CRED               4.50     3/20/2009      80.57
FORD MOTOR CRED               4.60    12/22/2008      97.74
FORD MOTOR CRED               4.60     1/20/2009      79.20
FORD MOTOR CRED               4.65     4/20/2009      71.63
FORD MOTOR CRED               4.70     4/20/2009      70.08
FORD MOTOR CRED               4.75    12/22/2008      98.10
FORD MOTOR CRED               4.80     7/20/2009      58.00
FORD MOTOR CRED               4.90     5/20/2009      69.16
FORD MOTOR CRED               4.90     9/21/2009      77.72
FORD MOTOR CRED               4.90    10/20/2009      70.57
FORD MOTOR CRED               4.90    10/20/2009      52.70
FORD MOTOR CRED               4.95    10/20/2009      61.68
FORD MOTOR CRED               5.00     8/20/2009      63.60
FORD MOTOR CRED               5.00     8/20/2009      45.00
FORD MOTOR CRED               5.00     9/21/2009      61.45
FORD MOTOR CRED               5.00     9/21/2009      61.80
FORD MOTOR CRED               5.00     9/21/2009      45.00
FORD MOTOR CRED               5.00    10/20/2009      69.75
FORD MOTOR CRED               5.00     1/20/2011      40.01
FORD MOTOR CRED               5.05     9/21/2009      77.00
FORD MOTOR CRED               5.10    12/22/2008      88.86
FORD MOTOR CRED               5.10    12/22/2008      97.20
FORD MOTOR CRED               5.10     7/20/2009      81.00
FORD MOTOR CRED               5.10     8/20/2009      73.73
FORD MOTOR CRED               5.10    11/20/2009      55.00
FORD MOTOR CRED               5.10     2/22/2011      51.87
FORD MOTOR CRED               5.15    11/20/2009      46.35
FORD MOTOR CRED               5.15    11/20/2009      59.50
FORD MOTOR CRED               5.15    11/20/2009      42.32
FORD MOTOR CRED               5.15     1/20/2011      37.00
FORD MOTOR CRED               5.20     7/20/2009      76.41
FORD MOTOR CRED               5.20     3/21/2011      35.92
FORD MOTOR CRED               5.20     3/21/2011      31.78
FORD MOTOR CRED               5.25     6/22/2009      78.20
FORD MOTOR CRED               5.25    12/21/2009      61.12
FORD MOTOR CRED               5.25    12/21/2009      63.37
FORD MOTOR CRED               5.25     1/20/2010      35.12
FORD MOTOR CRED               5.25     2/22/2011      35.27
FORD MOTOR CRED               5.25     3/21/2011      35.60
FORD MOTOR CRED               5.25     3/21/2011      20.06
FORD MOTOR CRED               5.30     3/21/2011      35.26
FORD MOTOR CRED               5.30     4/20/2011      31.76
FORD MOTOR CRED               5.35     5/20/2009      81.00
FORD MOTOR CRED               5.35     6/22/2009      56.88
FORD MOTOR CRED               5.35    12/21/2009      66.29
FORD MOTOR CRED               5.35     2/22/2011      33.90
FORD MOTOR CRED               5.40     6/22/2009      73.74
FORD MOTOR CRED               5.40    12/21/2009      51.58
FORD MOTOR CRED               5.40     1/20/2011      53.50
FORD MOTOR CRED               5.40     9/20/2011      22.89
FORD MOTOR CRED               5.40    10/20/2011      21.00
FORD MOTOR CRED               5.45     4/20/2011      28.68
FORD MOTOR CRED               5.45    10/20/2011      31.75
FORD MOTOR CRED               5.50     6/22/2009      69.50
FORD MOTOR CRED               5.50     6/22/2009      59.88
FORD MOTOR CRED               5.50     1/20/2010      65.45
FORD MOTOR CRED               5.50     2/22/2010      40.66
FORD MOTOR CRED               5.50     2/22/2010      66.72
FORD MOTOR CRED               5.50     2/22/2010      59.17
FORD MOTOR CRED               5.50     4/20/2011      23.80
FORD MOTOR CRED               5.50     9/20/2011      30.99
FORD MOTOR CRED               5.50    10/20/2011      32.10
FORD MOTOR CRED               5.55     6/21/2010      59.95
FORD MOTOR CRED               5.55     8/22/2011      22.00
FORD MOTOR CRED               5.55     9/20/2011      26.75
FORD MOTOR CRED               5.60    12/20/2010      41.00
FORD MOTOR CRED               5.60     4/20/2011      33.00
FORD MOTOR CRED               5.60     8/22/2011      32.67
FORD MOTOR CRED               5.60     9/20/2011      25.00
FORD MOTOR CRED               5.60    11/21/2011      18.38
FORD MOTOR CRED               5.65    12/20/2010      54.00
FORD MOTOR CRED               5.65     5/20/2011      25.00
FORD MOTOR CRED               5.65     7/20/2011      26.56
FORD MOTOR CRED               5.65    11/21/2011      16.58
FORD MOTOR CRED               5.65    11/21/2011      16.43
FORD MOTOR CRED               5.70     1/15/2010      62.03
FORD MOTOR CRED               5.70     3/22/2010      55.00
FORD MOTOR CRED               5.70     5/20/2011      35.78
FORD MOTOR CRED               5.70    12/20/2011      14.85
FORD MOTOR CRED               5.75     1/20/2010      65.91
FORD MOTOR CRED               5.75     3/22/2010      43.17
FORD MOTOR CRED               5.75     6/21/2010      41.00
FORD MOTOR CRED               5.75    10/20/2010      29.13
FORD MOTOR CRED               5.75     8/22/2011      16.70
FORD MOTOR CRED               5.75    12/20/2011      37.07
FORD MOTOR CRED               5.75     2/21/2012      21.24
FORD MOTOR CRED               5.75     1/21/2014      21.39
FORD MOTOR CRED               5.75     2/20/2014      28.00
FORD MOTOR CRED               5.80     1/12/2009      95.97
FORD MOTOR CRED               5.80     8/22/2011      31.92
FORD MOTOR CRED               5.85     5/20/2010      62.70
FORD MOTOR CRED               5.85     6/21/2010      41.49
FORD MOTOR CRED               5.85     7/20/2010      39.74
FORD MOTOR CRED               5.85     1/20/2012      33.00
FORD MOTOR CRED               5.90     7/20/2011      30.78
FORD MOTOR CRED               5.90     2/21/2012      18.20
FORD MOTOR CRED               5.95     5/20/2010      35.92
FORD MOTOR CRED               6.00     2/22/2010      45.90
FORD MOTOR CRED               6.00     6/21/2010      36.24
FORD MOTOR CRED               6.00    10/20/2010      41.00
FORD MOTOR CRED               6.00    10/20/2010      28.50
FORD MOTOR CRED               6.00    12/20/2010      40.00
FORD MOTOR CRED               6.00     1/20/2012      21.73
FORD MOTOR CRED               6.00     1/21/2014      21.39
FORD MOTOR CRED               6.00     3/20/2014      23.00
FORD MOTOR CRED               6.00     3/20/2014      14.86
FORD MOTOR CRED               6.00    11/20/2014      20.10
FORD MOTOR CRED               6.00    11/20/2014      23.00
FORD MOTOR CRED               6.05     7/20/2010      42.00
FORD MOTOR CRED               6.05     9/20/2010      55.86
FORD MOTOR CRED               6.05     6/20/2011      35.90
FORD MOTOR CRED               6.05     2/20/2014      26.63
FORD MOTOR CRED               6.05    12/22/2014      21.00
FORD MOTOR CRED               6.05    12/22/2014      18.00
FORD MOTOR CRED               6.05     2/20/2015      20.00
FORD MOTOR CRED               6.10     6/20/2011      48.15
FORD MOTOR CRED               6.15     7/20/2010      40.31
FORD MOTOR CRED               6.15     9/20/2010      49.00
FORD MOTOR CRED               6.15     5/20/2011      25.76
FORD MOTOR CRED               6.15     1/20/2015      18.50
FORD MOTOR CRED               6.20     5/20/2011      23.00
FORD MOTOR CRED               6.20     6/20/2011      30.74
FORD MOTOR CRED               6.20     4/21/2014      25.30
FORD MOTOR CRED               6.25     6/20/2011      36.10
FORD MOTOR CRED               6.25     6/20/2011      36.50
FORD MOTOR CRED               6.25    12/20/2013      22.19
FORD MOTOR CRED               6.25     1/20/2015      20.00
FORD MOTOR CRED               6.30     3/22/2010      50.23
FORD MOTOR CRED               6.30     5/20/2010      44.00
FORD MOTOR CRED               6.30     5/20/2014      24.77
FORD MOTOR CRED               6.35     9/20/2010      42.19
FORD MOTOR CRED               6.35     9/20/2010      46.23
FORD MOTOR CRED               6.35     4/21/2014      23.00
FORD MOTOR CRED               6.40     8/20/2010      36.79
FORD MOTOR CRED               6.50     8/20/2010      46.30
FORD MOTOR CRED               6.50    12/20/2013      27.14
FORD MOTOR CRED               6.50     3/20/2015      21.67
FORD MOTOR CRED               6.55     8/20/2010      35.69
FORD MOTOR CRED               6.55     7/21/2014      12.38
FORD MOTOR CRED               6.65    10/21/2013      29.50
FORD MOTOR CRED               6.65     6/20/2014      22.42
FORD MOTOR CRED               6.75    10/21/2013      11.75
FORD MOTOR CRED               6.75     6/20/2014      22.00
FORD MOTOR CRED               6.80     6/20/2014      21.78
FORD MOTOR CRED               6.85     9/20/2013      25.23
FORD MOTOR CRED               6.85     5/20/2014      29.50
FORD MOTOR CRED               6.85     6/20/2014      29.50
FORD MOTOR CRED               6.95     4/20/2010      60.39
FORD MOTOR CRED               6.95     5/20/2014      27.00
FORD MOTOR CRED               7.00     7/20/2010      56.41
FORD MOTOR CRED               7.00    11/26/2011      27.00
FORD MOTOR CRED               7.00     8/15/2012      26.00
FORD MOTOR CRED               7.05     9/20/2013      24.50
FORD MOTOR CRED               7.10     9/20/2010      39.00
FORD MOTOR CRED               7.10     9/20/2013      21.75
FORD MOTOR CRED               7.10     9/20/2013      28.16
FORD MOTOR CRED               7.15     8/20/2010      53.00
FORD MOTOR CRED               7.15     8/20/2010      52.00
FORD MOTOR CRED               7.25     3/22/2010      66.29
FORD MOTOR CRED               7.25    10/25/2011      48.50
FORD MOTOR CRED               7.25     7/20/2017      22.53
FORD MOTOR CRED               7.30     1/23/2012      28.50
FORD MOTOR CRED               7.38    10/28/2009      71.00
FORD MOTOR CRED               7.38      2/1/2011      55.00
FORD MOTOR CRED               7.88     6/15/2010      57.25
FORD MOTOR CRED               8.63     11/1/2010      54.50
FORD MOTOR CRED               9.75     9/15/2010      63.00
FORD MOTOR CRED               9.88     8/10/2011      52.50
FRANKLIN BANK                 4.00      5/1/2027       0.02
FREESCALE SEMICO              8.88    12/15/2014      36.00
FREESCALE SEMICO             10.13    12/15/2016      30.00
FREMONT GEN CORP              7.88     3/17/2009      40.00
GENCORP INC                   4.00     1/16/2024      58.00
GENERAL MOTORS                6.75      5/1/2028      13.50
GENERAL MOTORS                7.13     7/15/2013      18.50
GENERAL MOTORS                7.20     1/15/2011      21.00
GENERAL MOTORS                7.40      9/1/2025      13.85
GENERAL MOTORS                7.70     4/15/2016       9.87
GENERAL MOTORS                8.10     6/15/2024      14.22
GENERAL MOTORS                8.25     7/15/2023      18.00
GENERAL MOTORS                8.38     7/15/2033      16.63
GENERAL MOTORS                9.40     7/15/2021      17.00
GENERAL MOTORS                9.45     11/1/2011      26.36
GENWORTH FINL                 5.65     6/15/2012      35.50
GENWORTH FINL                 6.15    11/15/2066       9.70
GENWORTH GLOBAL               5.65     7/15/2016      13.00
GENWORTH GLOBAL               6.10     4/15/2033      15.00
GEORGIA GULF CRP              9.50    10/15/2014      32.50
GGP LP                        3.98     4/15/2027       8.39
GMAC LLC                      4.10    12/15/2008      97.00
GMAC LLC                      4.10     3/15/2009      49.73
GMAC LLC                      4.10     3/15/2009      50.05
GMAC LLC                      4.25    12/15/2008      96.50
GMAC LLC                      4.25     3/15/2009      59.21
GMAC LLC                      4.25     3/15/2009      52.08
GMAC LLC                      4.50     4/15/2009      51.66
GMAC LLC                      4.60     4/15/2009      53.68
GMAC LLC                      4.70     5/15/2009      52.81
GMAC LLC                      4.85     5/15/2009      49.50
GMAC LLC                      4.90    10/15/2009      25.35
GMAC LLC                      4.90    10/15/2009      34.50
GMAC LLC                      4.95    10/15/2009      31.60
GMAC LLC                      5.00     8/15/2009      39.50
GMAC LLC                      5.00     8/15/2009      30.00
GMAC LLC                      5.00     9/15/2009      33.10
GMAC LLC                      5.00     9/15/2009      33.10
GMAC LLC                      5.00     9/15/2009      31.52
GMAC LLC                      5.00    10/15/2009      39.50
GMAC LLC                      5.05     7/15/2009      39.26
GMAC LLC                      5.10     7/15/2009      39.50
GMAC LLC                      5.10     8/15/2009      28.00
GMAC LLC                      5.10     9/15/2009      26.72
GMAC LLC                      5.20    11/15/2009      39.50
GMAC LLC                      5.20    11/15/2009      32.50
GMAC LLC                      5.25     5/15/2009      45.14
GMAC LLC                      5.25     7/15/2009      34.00
GMAC LLC                      5.25     7/15/2009      30.00
GMAC LLC                      5.25     8/15/2009      29.57
GMAC LLC                      5.25     8/15/2009      33.60
GMAC LLC                      5.25    11/15/2009      39.50
GMAC LLC                      5.25    11/15/2009      31.00
GMAC LLC                      5.25     1/15/2014      14.23
GMAC LLC                      5.30     1/15/2010      28.65
GMAC LLC                      5.35    11/15/2009      22.55
GMAC LLC                      5.35    12/15/2009      39.50
GMAC LLC                      5.35    12/15/2009      21.70
GMAC LLC                      5.35     1/15/2014      16.00
GMAC LLC                      5.40     5/15/2009      43.61
GMAC LLC                      5.40    12/15/2009      34.00
GMAC LLC                      5.40    12/15/2009      33.00
GMAC LLC                      5.50     6/15/2009      43.11
GMAC LLC                      5.50     1/15/2010      30.09
GMAC LLC                      5.63     5/15/2009      62.00
GMAC LLC                      5.70     6/15/2013      13.00
GMAC LLC                      5.70    10/15/2013      12.14
GMAC LLC                      5.70    12/15/2013      13.63
GMAC LLC                      5.75     1/15/2010      27.39
GMAC LLC                      5.75     1/15/2014      11.25
GMAC LLC                      5.85    12/15/2008      96.33
GMAC LLC                      5.85     2/15/2010      30.00
GMAC LLC                      5.85     5/15/2013      16.06
GMAC LLC                      5.85     6/15/2013      12.68
GMAC LLC                      5.85     6/15/2013      13.00
GMAC LLC                      5.90    12/15/2013      14.86
GMAC LLC                      5.90    12/15/2013      17.10
GMAC LLC                      5.90     1/15/2019      10.72
GMAC LLC                      5.90     1/15/2019      14.70
GMAC LLC                      5.90     2/15/2019      14.50
GMAC LLC                      6.00     3/15/2009      56.25
GMAC LLC                      6.00     4/15/2009      66.86
GMAC LLC                      6.00     1/15/2010      29.06
GMAC LLC                      6.00     2/15/2010      27.15
GMAC LLC                      6.00     2/15/2010      30.80
GMAC LLC                      6.00      4/1/2011      28.00
GMAC LLC                      6.00    12/15/2011      37.48
GMAC LLC                      6.00     7/15/2013      15.10
GMAC LLC                      6.00    11/15/2013      14.50
GMAC LLC                      6.00    12/15/2013      11.00
GMAC LLC                      6.00     2/15/2019      11.00
GMAC LLC                      6.00     2/15/2019      10.89
GMAC LLC                      6.00     2/15/2019      16.08
GMAC LLC                      6.00     3/15/2019       9.82
GMAC LLC                      6.00     3/15/2019      10.71
GMAC LLC                      6.00     3/15/2019      13.00
GMAC LLC                      6.00     3/15/2019       9.22
GMAC LLC                      6.00     3/15/2019       9.82
GMAC LLC                      6.00     4/15/2019      10.25
GMAC LLC                      6.00     9/15/2019       9.25
GMAC LLC                      6.00     9/15/2019      13.50
GMAC LLC                      6.05     3/15/2009      73.16
GMAC LLC                      6.05     3/15/2010      22.22
GMAC LLC                      6.05     8/15/2019       8.94
GMAC LLC                      6.05    10/15/2019      10.97
GMAC LLC                      6.10     3/15/2009      60.00
GMAC LLC                      6.10     4/15/2009      37.91
GMAC LLC                      6.10     4/15/2009      34.90
GMAC LLC                      6.10     5/15/2013      25.00
GMAC LLC                      6.10    11/15/2013      10.58
GMAC LLC                      6.10     9/15/2019      11.26
GMAC LLC                      6.13    10/15/2019      12.00
GMAC LLC                      6.15     4/15/2009      45.50
GMAC LLC                      6.15     3/15/2010      28.27
GMAC LLC                      6.15     9/15/2013      12.50
GMAC LLC                      6.15    11/15/2013      15.50
GMAC LLC                      6.15    12/15/2013      10.50
GMAC LLC                      6.15     8/15/2019       9.26
GMAC LLC                      6.15     9/15/2019      11.25
GMAC LLC                      6.15    10/15/2019      13.50
GMAC LLC                      6.20    11/15/2013      16.82
GMAC LLC                      6.20     4/15/2019       9.19
GMAC LLC                      6.25     5/15/2009      88.26
GMAC LLC                      6.25     6/15/2009      86.16
GMAC LLC                      6.25     3/15/2013      15.10
GMAC LLC                      6.25     7/15/2013      20.87
GMAC LLC                      6.25    10/15/2013      14.05
GMAC LLC                      6.25    11/15/2013      11.00
GMAC LLC                      6.25    12/15/2018      14.42
GMAC LLC                      6.25     1/15/2019      10.00
GMAC LLC                      6.25     4/15/2019      13.00
GMAC LLC                      6.25     5/15/2019       9.32
GMAC LLC                      6.25     7/15/2019      14.50
GMAC LLC                      6.30     3/15/2013      12.60
GMAC LLC                      6.30    10/15/2013      16.00
GMAC LLC                      6.30    11/15/2013      15.00
GMAC LLC                      6.30     8/15/2019      11.24
GMAC LLC                      6.30     8/15/2019      20.79
GMAC LLC                      6.35     5/15/2013      16.35
GMAC LLC                      6.35     4/15/2019      13.95
GMAC LLC                      6.35     7/15/2019      13.05
GMAC LLC                      6.35     7/15/2019      14.08
GMAC LLC                      6.38     6/15/2010      64.84
GMAC LLC                      6.38     1/15/2014      13.00
GMAC LLC                      6.40     3/15/2013      16.50
GMAC LLC                      6.40    12/15/2018      13.13
GMAC LLC                      6.40    11/15/2019      21.00
GMAC LLC                      6.40    11/15/2019      15.00
GMAC LLC                      6.45     2/15/2013      17.00
GMAC LLC                      6.50     6/15/2009      40.63
GMAC LLC                      6.50    10/15/2009      32.30
GMAC LLC                      6.50     3/15/2010      25.13
GMAC LLC                      6.50     5/15/2012      19.50
GMAC LLC                      6.50     7/15/2012      19.60
GMAC LLC                      6.50     2/15/2013      13.00
GMAC LLC                      6.50     3/15/2013      11.00
GMAC LLC                      6.50     4/15/2013      17.00
GMAC LLC                      6.50     5/15/2013      11.00
GMAC LLC                      6.50     6/15/2013      25.00
GMAC LLC                      6.50     8/15/2013      13.00
GMAC LLC                      6.50    11/15/2013      11.50
GMAC LLC                      6.50     6/15/2018      16.50
GMAC LLC                      6.50    11/15/2018      13.00
GMAC LLC                      6.50    12/15/2018      14.00
GMAC LLC                      6.50    12/15/2018      16.20
GMAC LLC                      6.50     5/15/2019      16.50
GMAC LLC                      6.50     1/15/2020      14.50
GMAC LLC                      6.55    12/15/2019      10.65
GMAC LLC                      6.55    12/15/2019      18.96
GMAC LLC                      6.60     8/15/2016      12.00
GMAC LLC                      6.60     5/15/2018      13.80
GMAC LLC                      6.60     6/15/2019      10.87
GMAC LLC                      6.60     6/15/2019       9.90
GMAC LLC                      6.63    10/15/2011      17.61
GMAC LLC                      6.65     6/15/2018      16.50
GMAC LLC                      6.65    10/15/2018      12.63
GMAC LLC                      6.65    10/15/2018      14.50
GMAC LLC                      6.70     6/15/2009      36.52
GMAC LLC                      6.70     7/15/2009      35.13
GMAC LLC                      6.70     5/15/2014      10.00
GMAC LLC                      6.70     5/15/2014      13.90
GMAC LLC                      6.70     6/15/2014       8.00
GMAC LLC                      6.70     8/15/2016      14.42
GMAC LLC                      6.70     6/15/2018      14.50
GMAC LLC                      6.70     6/15/2018      14.00
GMAC LLC                      6.70    11/15/2018      11.00
GMAC LLC                      6.70     6/15/2019       7.50
GMAC LLC                      6.70    12/15/2019      12.00
GMAC LLC                      6.75    11/15/2009      38.22
GMAC LLC                      6.75     9/15/2011      33.83
GMAC LLC                      6.75    10/15/2011       9.75
GMAC LLC                      6.75    10/15/2011       8.44
GMAC LLC                      6.75     7/15/2012      17.00
GMAC LLC                      6.75     9/15/2012      11.50
GMAC LLC                      6.75     9/15/2012      14.00
GMAC LLC                      6.75    10/15/2012      16.89
GMAC LLC                      6.75     4/15/2013      21.50
GMAC LLC                      6.75     4/15/2013      10.00
GMAC LLC                      6.75     6/15/2014      29.86
GMAC LLC                      6.75     7/15/2016      16.75
GMAC LLC                      6.75     8/15/2016      11.00
GMAC LLC                      6.75     9/15/2016      12.24
GMAC LLC                      6.75     3/15/2018      11.26
GMAC LLC                      6.75     7/15/2018      14.50
GMAC LLC                      6.75     9/15/2018      10.23
GMAC LLC                      6.75    10/15/2018      11.00
GMAC LLC                      6.75    11/15/2018      10.01
GMAC LLC                      6.75     5/15/2019      10.00
GMAC LLC                      6.75     5/15/2019       9.38
GMAC LLC                      6.75     6/15/2019      11.00
GMAC LLC                      6.75     6/15/2019      10.50
GMAC LLC                      6.80     7/15/2009      45.91
GMAC LLC                      6.80    11/15/2009      35.00
GMAC LLC                      6.80    12/15/2009      20.89
GMAC LLC                      6.80     2/15/2013      11.50
GMAC LLC                      6.80     4/15/2013      13.50
GMAC LLC                      6.80     9/15/2018      18.89
GMAC LLC                      6.80    10/15/2018      14.50
GMAC LLC                      6.85     7/15/2009      51.41
GMAC LLC                      6.85    10/15/2009      39.12
GMAC LLC                      6.85     5/15/2018      15.80
GMAC LLC                      6.88     8/28/2012      33.00
GMAC LLC                      6.88    10/15/2012      18.00
GMAC LLC                      6.88     4/15/2013      12.00
GMAC LLC                      6.88     8/15/2016      13.93
GMAC LLC                      6.88     7/15/2018      14.50
GMAC LLC                      6.90     6/15/2009      44.00
GMAC LLC                      6.90     6/15/2017       9.54
GMAC LLC                      6.90     7/15/2018       6.30
GMAC LLC                      6.90     8/15/2018      13.75
GMAC LLC                      6.95     8/15/2009      35.00
GMAC LLC                      6.95     6/15/2017      10.00
GMAC LLC                      7.00     3/15/2009      89.82
GMAC LLC                      7.00     3/15/2009      93.03
GMAC LLC                      7.00     7/15/2009      51.77
GMAC LLC                      7.00     8/15/2009      32.01
GMAC LLC                      7.00     9/15/2009      39.24
GMAC LLC                      7.00     9/15/2009      35.86
GMAC LLC                      7.00    10/15/2009      40.00
GMAC LLC                      7.00    10/15/2009      27.68
GMAC LLC                      7.00    11/15/2009      58.34
GMAC LLC                      7.00    11/15/2009      23.49
GMAC LLC                      7.00    12/15/2009      35.00
GMAC LLC                      7.00     1/15/2010      50.53
GMAC LLC                      7.00     3/15/2010      28.67
GMAC LLC                      7.00    10/15/2011      11.74
GMAC LLC                      7.00     9/15/2012      12.88
GMAC LLC                      7.00    10/15/2012      14.65
GMAC LLC                      7.00    11/15/2012      12.88
GMAC LLC                      7.00    12/15/2012      13.50
GMAC LLC                      7.00     1/15/2013      12.00
GMAC LLC                      7.00     6/15/2017      13.60
GMAC LLC                      7.00     7/15/2017      13.10
GMAC LLC                      7.00     2/15/2018      11.01
GMAC LLC                      7.00     2/15/2018      10.00
GMAC LLC                      7.00     2/15/2018      10.61
GMAC LLC                      7.00     3/15/2018       8.50
GMAC LLC                      7.00     5/15/2018      14.50
GMAC LLC                      7.00     8/15/2018      13.80
GMAC LLC                      7.00     9/15/2018      13.65
GMAC LLC                      7.00     6/15/2022      12.50
GMAC LLC                      7.05    10/15/2009      27.53
GMAC LLC                      7.05     3/15/2018      14.10
GMAC LLC                      7.05     3/15/2018       8.30
GMAC LLC                      7.05     4/15/2018      14.50
GMAC LLC                      7.10     9/15/2012      32.21
GMAC LLC                      7.10     1/15/2013      13.13
GMAC LLC                      7.10     1/15/2013      15.60
GMAC LLC                      7.13     8/15/2009      36.88
GMAC LLC                      7.13     8/15/2012       7.80
GMAC LLC                      7.13    12/15/2012      11.50
GMAC LLC                      7.13    10/15/2017      13.20
GMAC LLC                      7.15     8/15/2009      29.00
GMAC LLC                      7.15     8/15/2010      53.72
GMAC LLC                      7.15    11/15/2012      36.00
GMAC LLC                      7.15     9/15/2018      13.00
GMAC LLC                      7.20     8/15/2009      27.93
GMAC LLC                      7.20    10/15/2017      11.50
GMAC LLC                      7.20    10/15/2017      14.00
GMAC LLC                      7.25    11/15/2009      45.07
GMAC LLC                      7.25     8/15/2012      11.00
GMAC LLC                      7.25    12/15/2012      10.50
GMAC LLC                      7.25    12/15/2012      12.00
GMAC LLC                      7.25     9/15/2017      14.10
GMAC LLC                      7.25     9/15/2017      14.33
GMAC LLC                      7.25     9/15/2017      14.00
GMAC LLC                      7.25     9/15/2017       9.85
GMAC LLC                      7.25     1/15/2018      10.45
GMAC LLC                      7.25     4/15/2018      14.17
GMAC LLC                      7.25     4/15/2018      13.85
GMAC LLC                      7.25     8/15/2018      11.10
GMAC LLC                      7.25     8/15/2018      14.50
GMAC LLC                      7.25     9/15/2018      13.10
GMAC LLC                      7.30    12/15/2017      14.10
GMAC LLC                      7.30     1/15/2018      17.50
GMAC LLC                      7.30     1/15/2018      13.00
GMAC LLC                      7.35     4/15/2018      13.60
GMAC LLC                      7.38    11/15/2016      11.00
GMAC LLC                      7.38     4/15/2018      13.50
GMAC LLC                      7.40    12/15/2017      13.33
GMAC LLC                      7.50    10/15/2012      14.00
GMAC LLC                      7.50    11/15/2016      11.32
GMAC LLC                      7.50     8/15/2017      14.50
GMAC LLC                      7.50    11/15/2017      13.75
GMAC LLC                      7.50    11/15/2017       8.95
GMAC LLC                      7.50    12/15/2017      14.50
GMAC LLC                      7.63    11/15/2012      11.00
GMAC LLC                      7.70     8/15/2010      21.88
GMAC LLC                      7.70     8/15/2010      35.00
GMAC LLC                      7.75    10/15/2012      13.50
GMAC LLC                      7.75    10/15/2017      11.00
GMAC LLC                      7.85     8/15/2010      56.24
GMAC LLC                      7.88    11/15/2012      13.50
GMAC LLC                      8.00     6/15/2010      22.20
GMAC LLC                      8.00     6/15/2010      25.00
GMAC LLC                      8.00     6/15/2010      25.00
GMAC LLC                      8.00     7/15/2010      24.00
GMAC LLC                      8.00     7/15/2010      21.38
GMAC LLC                      8.00     9/15/2010      19.56
GMAC LLC                      8.00     8/15/2015      16.00
GMAC LLC                      8.00    10/15/2017      11.75
GMAC LLC                      8.00    11/15/2017      11.00
GMAC LLC                      8.05     4/15/2010      30.00
GMAC LLC                      8.13     9/15/2009      81.09
GMAC LLC                      8.13    11/15/2017      13.13
GMAC LLC                      8.20     7/15/2010      24.22
GMAC LLC                      8.25     9/15/2012      20.27
GMAC LLC                      8.40     4/15/2010      25.00
GMAC LLC                      8.40     8/15/2015      15.10
GMAC LLC                      8.40     8/15/2015      25.10
GMAC LLC                      8.50     5/15/2010      29.21
GMAC LLC                      8.50     5/15/2010      31.49
GMAC LLC                      8.50    10/15/2010      42.85
GMAC LLC                      8.50    10/15/2010      40.50
GMAC LLC                      8.50     8/15/2015      17.00
GMAC LLC                      8.65     8/15/2015      14.00
GMAC LLC                      8.88      6/1/2010      24.90
GMAC LLC                      9.00     7/15/2015      12.00
GMAC LLC                      9.00     7/15/2020      13.00
GREAT ATLA & PAC              5.13     6/15/2011      50.50
HARLAND CLARKE                9.50     5/15/2015      33.00
HARRAHS OPER CO               5.38    12/15/2013      24.50
HARRAHS OPER CO               5.50      7/1/2010      54.15
HARRAHS OPER CO               5.63      6/1/2015      13.10
HARRAHS OPER CO               5.75     10/1/2017      15.68
HARRAHS OPER CO               6.50      6/1/2016      15.10
HARRAHS OPER CO               7.50     1/15/2009      95.00
HARRAHS OPER CO               8.00      2/1/2011      35.00
HARRAHS OPER CO              10.75      2/1/2016      26.46
HARRY & DAVID OP              9.00      3/1/2013      22.00
HAWAIIAN TELCOM               9.75      5/1/2013       6.00
HAWAIIAN TELCOM              12.50      5/1/2015       4.30
HAWKER BEECHCRAF              9.75      4/1/2017      22.50
HEADWATERS INC                2.88      6/1/2016      36.25
HERTZ CORP                    7.40      3/1/2011      42.00
HILTON HOTELS                 7.20    12/15/2009      88.22
HILTON HOTELS                 7.50    12/15/2017      10.47
HILTON HOTELS                 7.63     12/1/2012      40.00
HOUSEHOLD FIN CO              4.13    12/15/2008      99.56
HUMAN GENOME                  2.25    10/15/2011      30.95
HUMAN GENOME                  2.25     8/15/2012      32.00
HUTCHINSON TECH               3.25     1/15/2026      27.00
IDEARC INC                    8.00    11/15/2016       7.38
IDLEAIRE TECH CP             13.00    12/15/2012       0.25
INDALEX HOLD                 11.50      2/1/2014      10.88
INN OF THE MOUNT             12.00    11/15/2010      39.63
INTCOMEX INC                 11.75     1/15/2011      47.80
ISOLAGEN INC                  3.50     11/1/2024      15.00
ISTAR FINANCIAL               4.88     1/15/2009      89.60
ISTAR FINANCIAL               5.15      3/1/2012      30.50
ISTAR FINANCIAL               5.50     6/15/2012      31.50
ISTAR FINANCIAL               5.95    10/15/2013      30.00
ISTAR FINANCIAL               8.63      6/1/2013      30.00
JEFFERSON SMURFI              7.50      6/1/2013      25.94
JEFFERSON SMURFI              8.25     10/1/2012      24.03
K HOVNANIAN ENTR              6.25     1/15/2015      24.00
K HOVNANIAN ENTR              6.38    12/15/2014      31.10
K HOVNANIAN ENTR              6.50     1/15/2014      26.13
K HOVNANIAN ENTR              7.50     5/15/2016      23.00
K HOVNANIAN ENTR              8.00      4/1/2012      27.50
K HOVNANIAN ENTR              8.63     1/15/2017      24.16
K HOVNANIAN ENTR              8.88      4/1/2012      29.23
KAR HOLDINGS                 10.00      5/1/2015      29.00
KELLWOOD CO                   7.88     7/15/2009      33.00
KEMET CORP                    2.25    11/15/2026      18.50
KEMET CORP                    2.25    11/15/2026      27.13
KEYSTONE AUTO OP              9.75     11/1/2013      38.50
KNIGHT RIDDER                 7.13      6/1/2011      24.50
KULICKE & SOFFA               0.88      6/1/2012      30.60
LANDAMERICA                   3.13    11/15/2033      16.00
LANDAMERICA                   3.25     5/15/2034      16.25
LANDRY'S RESTAUR              9.50    12/15/2014      88.00
LAZYDAYS RV                  11.75     5/15/2012      22.00
LEAR CORP                     8.50     12/1/2013      29.06
LEAR CORP                     8.75     12/1/2016      28.00
LEHMAN BROS HLDG              0.25     6/29/2012       8.63
LEHMAN BROS HLDG              2.00      8/1/2013       8.63
LEHMAN BROS HLDG              3.95    11/10/2009       8.00
LEHMAN BROS HLDG              4.00      8/3/2009       6.00
LEHMAN BROS HLDG              4.00     4/16/2019       4.47
LEHMAN BROS HLDG              4.25     1/27/2010       8.00
LEHMAN BROS HLDG              4.38    11/30/2010       6.80
LEHMAN BROS HLDG              4.50     7/26/2010       7.50
LEHMAN BROS HLDG              4.50      8/3/2011       9.35
LEHMAN BROS HLDG              4.70      3/6/2013       4.75
LEHMAN BROS HLDG              4.80     2/27/2013       3.00
LEHMAN BROS HLDG              4.80     3/13/2014       7.00
LEHMAN BROS HLDG              4.80     6/24/2023       5.19
LEHMAN BROS HLDG              5.00     1/14/2011       7.75
LEHMAN BROS HLDG              5.00     1/22/2013       9.53
LEHMAN BROS HLDG              5.00     2/11/2013       5.25
LEHMAN BROS HLDG              5.00     3/27/2013       3.75
LEHMAN BROS HLDG              5.00     6/26/2015       4.25
LEHMAN BROS HLDG              5.00      8/5/2015       5.00
LEHMAN BROS HLDG              5.00    12/18/2015       5.17
LEHMAN BROS HLDG              5.00     5/28/2023       8.50
LEHMAN BROS HLDG              5.00     5/30/2023       2.09
LEHMAN BROS HLDG              5.00     6/10/2023       1.13
LEHMAN BROS HLDG              5.00     6/17/2023       1.01
LEHMAN BROS HLDG              5.10     1/28/2013       3.75
LEHMAN BROS HLDG              5.10     2/15/2020       4.00
LEHMAN BROS HLDG              5.15      2/4/2015       7.06
LEHMAN BROS HLDG              5.20     5/13/2020       4.75
LEHMAN BROS HLDG              5.25      2/6/2012       8.07
LEHMAN BROS HLDG              5.25     2/11/2015       3.75
LEHMAN BROS HLDG              5.25      3/8/2020       7.07
LEHMAN BROS HLDG              5.25     5/20/2023       2.00
LEHMAN BROS HLDG              5.35     2/25/2018       2.56
LEHMAN BROS HLDG              5.35     3/13/2020       4.00
LEHMAN BROS HLDG              5.35     6/14/2030       4.00
LEHMAN BROS HLDG              5.38      5/6/2023       5.25
LEHMAN BROS HLDG              5.40      3/6/2020       5.00
LEHMAN BROS HLDG              5.40     3/20/2020       5.50
LEHMAN BROS HLDG              5.40     3/30/2029       5.00
LEHMAN BROS HLDG              5.40     6/21/2030       3.28
LEHMAN BROS HLDG              5.45     3/15/2025       5.06
LEHMAN BROS HLDG              5.45      4/6/2029       5.20
LEHMAN BROS HLDG              5.45     2/22/2030       3.00
LEHMAN BROS HLDG              5.45     7/19/2030       5.00
LEHMAN BROS HLDG              5.45     9/20/2030       5.97
LEHMAN BROS HLDG              5.50      4/4/2016       8.27
LEHMAN BROS HLDG              5.50      2/4/2018       4.75
LEHMAN BROS HLDG              5.50     2/19/2018       5.21
LEHMAN BROS HLDG              5.50     11/4/2018       5.10
LEHMAN BROS HLDG              5.50     2/27/2020       7.07
LEHMAN BROS HLDG              5.50     8/19/2020       8.13
LEHMAN BROS HLDG              5.50     3/14/2023       1.09
LEHMAN BROS HLDG              5.50      4/8/2023       1.01
LEHMAN BROS HLDG              5.50     4/15/2023       5.25
LEHMAN BROS HLDG              5.50     4/23/2023       7.07
LEHMAN BROS HLDG              5.50      8/5/2023       5.25
LEHMAN BROS HLDG              5.50     10/7/2023       5.00
LEHMAN BROS HLDG              5.50     1/27/2029       5.06
LEHMAN BROS HLDG              5.50      2/3/2029       7.06
LEHMAN BROS HLDG              5.50      8/2/2030       1.10
LEHMAN BROS HLDG              5.55     2/11/2018       7.20
LEHMAN BROS HLDG              5.55      3/9/2029       5.00
LEHMAN BROS HLDG              5.55     1/25/2030       3.62
LEHMAN BROS HLDG              5.55     9/27/2030       7.20
LEHMAN BROS HLDG              5.55    12/31/2034       5.10
LEHMAN BROS HLDG              5.60     1/22/2018       8.00
LEHMAN BROS HLDG              5.60     9/23/2023      10.00
LEHMAN BROS HLDG              5.60     2/17/2029       2.28
LEHMAN BROS HLDG              5.60     2/24/2029       4.75
LEHMAN BROS HLDG              5.60      3/2/2029       1.01
LEHMAN BROS HLDG              5.60     2/25/2030       5.25
LEHMAN BROS HLDG              5.60      5/3/2030       6.25
LEHMAN BROS HLDG              5.63     1/24/2013       8.00
LEHMAN BROS HLDG              5.63     3/15/2030       4.16
LEHMAN BROS HLDG              5.65    11/23/2029       3.25
LEHMAN BROS HLDG              5.65     8/16/2030       2.13
LEHMAN BROS HLDG              5.65    12/31/2034       4.50
LEHMAN BROS HLDG              5.70     1/28/2018       5.10
LEHMAN BROS HLDG              5.70     2/10/2029       1.57
LEHMAN BROS HLDG              5.70     4/13/2029       4.75
LEHMAN BROS HLDG              5.70      9/7/2029       1.13
LEHMAN BROS HLDG              5.70    12/14/2029       1.09
LEHMAN BROS HLDG              5.75     4/25/2011       7.75
LEHMAN BROS HLDG              5.75     7/18/2011       7.00
LEHMAN BROS HLDG              5.75     5/17/2013       6.75
LEHMAN BROS HLDG              5.75      1/3/2017       0.01
LEHMAN BROS HLDG              5.75     3/27/2023       1.01
LEHMAN BROS HLDG              5.75     9/16/2023       8.56
LEHMAN BROS HLDG              5.75    10/15/2023       4.00
LEHMAN BROS HLDG              5.75    10/21/2023       4.50
LEHMAN BROS HLDG              5.75    11/12/2023       2.10
LEHMAN BROS HLDG              5.75    11/25/2023       1.13
LEHMAN BROS HLDG              5.75    12/16/2028       5.10
LEHMAN BROS HLDG              5.75    12/23/2028       4.75
LEHMAN BROS HLDG              5.75     8/24/2029       1.28
LEHMAN BROS HLDG              5.75     9/14/2029       2.56
LEHMAN BROS HLDG              5.75    10/12/2029       1.13
LEHMAN BROS HLDG              5.75     3/29/2030       5.00
LEHMAN BROS HLDG              5.80      9/3/2020       6.25
LEHMAN BROS HLDG              5.80    10/25/2030       4.00
LEHMAN BROS HLDG              5.85     11/8/2030       2.07
LEHMAN BROS HLDG              5.88    11/15/2017       6.88
LEHMAN BROS HLDG              5.90      5/4/2029       8.06
LEHMAN BROS HLDG              5.90      2/7/2031       1.56
LEHMAN BROS HLDG              5.95    12/20/2030       1.56
LEHMAN BROS HLDG              6.00     7/19/2012       6.52
LEHMAN BROS HLDG              6.00     1/22/2020       5.19
LEHMAN BROS HLDG              6.00     2/12/2020       4.50
LEHMAN BROS HLDG              6.00     1/29/2021       3.00
LEHMAN BROS HLDG              6.00    10/23/2028       2.00
LEHMAN BROS HLDG              6.00    11/18/2028       2.88
LEHMAN BROS HLDG              6.00     5/11/2029       4.00
LEHMAN BROS HLDG              6.00     7/20/2029       4.00
LEHMAN BROS HLDG              6.00     3/21/2031       7.70
LEHMAN BROS HLDG              6.00     4/30/2034       1.13
LEHMAN BROS HLDG              6.00     7/30/2034       4.75
LEHMAN BROS HLDG              6.00     2/21/2036       3.28
LEHMAN BROS HLDG              6.00     2/24/2036       4.00
LEHMAN BROS HLDG              6.00     2/12/2037       5.20
LEHMAN BROS HLDG              6.05     6/29/2029       5.00
LEHMAN BROS HLDG              6.10     8/12/2023       1.13
LEHMAN BROS HLDG              6.15     4/11/2031       2.66
LEHMAN BROS HLDG              6.20     9/26/2014       5.00
LEHMAN BROS HLDG              6.20     6/15/2027       5.00
LEHMAN BROS HLDG              6.20     5/25/2029       4.50
LEHMAN BROS HLDG              6.25      2/5/2021       5.50
LEHMAN BROS HLDG              6.25     2/22/2023       5.00
LEHMAN BROS HLDG              6.30     3/27/2037       2.00
LEHMAN BROS HLDG              6.40    10/11/2022       4.94
LEHMAN BROS HLDG              6.40    12/19/2036       7.00
LEHMAN BROS HLDG              6.50     7/19/2017       0.01
LEHMAN BROS HLDG              6.50     2/28/2023       5.00
LEHMAN BROS HLDG              6.50      3/6/2023       4.00
LEHMAN BROS HLDG              6.50     9/20/2027       4.00
LEHMAN BROS HLDG              6.50    10/18/2027       4.50
LEHMAN BROS HLDG              6.50    10/25/2027       3.57
LEHMAN BROS HLDG              6.50    11/15/2032       7.06
LEHMAN BROS HLDG              6.50     1/17/2033       5.00
LEHMAN BROS HLDG              6.50    12/22/2036       6.75
LEHMAN BROS HLDG              6.50     2/13/2037       6.00
LEHMAN BROS HLDG              6.50     6/21/2037       2.56
LEHMAN BROS HLDG              6.50     7/13/2037       7.75
LEHMAN BROS HLDG              6.60     10/3/2022       4.50
LEHMAN BROS HLDG              6.60     6/18/2027       8.10
LEHMAN BROS HLDG              6.63     1/18/2012      10.00
LEHMAN BROS HLDG              6.63     7/27/2027       5.50
LEHMAN BROS HLDG              6.75      7/1/2022       7.07
LEHMAN BROS HLDG              6.75    11/22/2027       4.50
LEHMAN BROS HLDG              6.75     3/11/2033       3.90
LEHMAN BROS HLDG              6.75    10/26/2037       6.50
LEHMAN BROS HLDG              6.80      9/7/2032       8.90
LEHMAN BROS HLDG              6.85     8/16/2032       4.25
LEHMAN BROS HLDG              6.85     8/23/2032       8.00
LEHMAN BROS HLDG              6.88      5/2/2018       9.50
LEHMAN BROS HLDG              6.88     7/17/2037       0.02
LEHMAN BROS HLDG              6.90      9/1/2032       6.50
LEHMAN BROS HLDG              6.90     6/20/2036       7.50
LEHMAN BROS HLDG              7.00     5/12/2023       8.25
LEHMAN BROS HLDG              7.00     9/27/2027      10.00
LEHMAN BROS HLDG              7.00     10/4/2032       4.00
LEHMAN BROS HLDG              7.00     7/27/2037       8.90
LEHMAN BROS HLDG              7.00     9/28/2037       3.50
LEHMAN BROS HLDG              7.00    11/16/2037       4.33
LEHMAN BROS HLDG              7.00    12/28/2037       6.50
LEHMAN BROS HLDG              7.00     1/31/2038       4.52
LEHMAN BROS HLDG              7.00      2/1/2038       5.10
LEHMAN BROS HLDG              7.00      2/7/2038       4.13
LEHMAN BROS HLDG              7.00      2/8/2038       5.13
LEHMAN BROS HLDG              7.05     2/27/2038       4.95
LEHMAN BROS HLDG              7.10     3/25/2038       9.00
LEHMAN BROS HLDG              7.25     2/27/2038       7.25
LEHMAN BROS HLDG              7.25     4/29/2038       4.00
LEHMAN BROS HLDG              7.35      5/6/2038       5.50
LEHMAN BROS HLDG              7.73    10/15/2023       9.50
LEHMAN BROS HLDG              7.88     11/1/2009       7.88
LEHMAN BROS HLDG              7.88     8/15/2010       8.00
LEHMAN BROS HLDG              8.00     3/17/2023       8.63
LEHMAN BROS HLDG              8.05     1/15/2019       5.00
LEHMAN BROS HLDG              8.50      8/1/2015       6.00
LEHMAN BROS HLDG              8.50     6/15/2022       5.25
LEHMAN BROS HLDG              8.80      3/1/2015       5.00
LEHMAN BROS HLDG              8.92     2/16/2017       7.00
LEHMAN BROS HLDG              9.00    12/28/2022       8.63
LEHMAN BROS HLDG              9.50    12/28/2022       5.35
LEHMAN BROS HLDG              9.50     1/30/2023       8.75
LEHMAN BROS HLDG              9.50     2/27/2023       3.00
LEHMAN BROS HLDG             10.00     3/13/2023       8.40
LEHMAN BROS HLDG             10.38     5/24/2024       5.34
LEHMAN BROS HLDG             11.00    10/25/2017       4.50
LEHMAN BROS HLDG             11.00     6/22/2022       7.40
LEHMAN BROS HLDG             11.00     3/17/2028       9.70
LEHMAN BROS HLDG             11.50     9/26/2022       3.84
LEHMAN BROS HLDG             12.12     9/11/2009       8.63
LEHMAN CAP VII                5.86     #N/A N Ap       0.00
LEINER HEALTH                11.00      6/1/2012      21.00
LEVEL 3 COMM INC              2.88     7/15/2010      63.00
LEVEL 3 COMM INC              5.25    12/15/2011      40.90
LEVEL 3 COMM INC              6.00     3/15/2010      75.00
LEVEL 3 COMM INC             11.50      3/1/2010      57.20
LEVEL 3 FIN INC              10.75    10/15/2011      49.50
LITHIA MOTORS                 2.88      5/1/2014      86.50
LOCAL INSIGHT                11.00     12/1/2017      25.00
MAGMA DESIGN                  2.00     5/15/2010      57.75
MAGNA ENTERTAINM              8.55     6/15/2010      46.00
MAJESTIC STAR                 9.50    10/15/2010      26.13
MAJESTIC STAR                 9.75     1/15/2011       6.25
MANDALAY RESORTS              9.38     2/15/2010      78.00
MASONITE CORP                11.00      4/6/2015       7.00
MERISANT CO                   9.50     7/15/2013      12.38
MERITOR AUTO                  6.80     2/15/2009      90.00
MERIX CORP                    4.00     5/15/2013      25.00
MERRILL LYNCH                 7.41      3/9/2011      90.50
MERRILL LYNCH                12.00     3/26/2010      16.85
METALDYNE CORP               10.00     11/1/2013      20.75
METALDYNE CORP               11.00     6/15/2012      10.00
MGM MIRAGE                    8.38      2/1/2011      44.50
MGM MIRAGE                    8.50     9/15/2010      68.88
MICHAELS STORES              11.38     11/1/2016      27.00
MILLENNIUM AMER               7.63    11/15/2026      10.00
MOMENTIVE PERFOR             11.50     12/1/2016      26.50
MORRIS PUBLISH                7.00      8/1/2013      11.00
MUZAK LLC/FIN                10.00     2/15/2009      79.50
NATL FINANCIAL                0.75      2/1/2012      29.06
NCI BLDG SYSTEMS              2.13    11/15/2024      70.24
NCI BLDG SYSTEMS              2.13    11/15/2024      69.18
NEBRASKA BOOK CO              8.63     3/15/2012      28.00
NEFF CORP                    10.00      6/1/2015      16.00
NETWORK COMMUNIC             10.75     12/1/2013      27.01
NEW PLAN EXCEL                5.13     9/15/2012  &