TCR_Public/081217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 17, 2008, Vol. 12, No. 300

                             Headlines


1031 TAX: U.S. Trustee, Committee Disagree on Fees
ABACUS 2006-13: S&P Withdraws Ratings on Classes J and N Notes
ABACUS 2006-14: S&P's Ratings on All Classes Tumbles to 'D'
ACA FINANCIAL: S&P Upgrades & Withdraws 'B' Ratings
AGS LLC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative

ALENA INTERNET: Case Summary & 20 Largest Unsecured Creditors
ALITALIA SPA: CAI Takes Control of Assets for EUR427 Mln
AMERICAN INTERNATIONAL: Ronald Ferguson Pays for Co.'s Losses
ARC ONE: In Chapter 7 Liquidation, Can't Pay Unsec. Creditors
ATA AIRLINES: Files Chapter 11 Plan; Assets Sold to Southwest

ATA AIRLINES: Seeks to Solicit Votes on Chapter 11 Plan
ATA AIRLINES: Sells Jet Fuel to AirTran, To Auction Domain Names
ATHEROGENICS INC: Panel May Retain Akin Gump as Co-Counsel
ATHEROGENICS INC: Panel May Keep Morris Manning as Local Counsel
ATLAS PIPELINE: S&P Puts 'B+' Corporate Credit Rating on Negwatch

AVENTINE RENEWABLE: S&P Puts 'B' Rating on Negative CreditWatch
BAY COVE: Moody's Affirms Ba2 Debt Rating; Outlook Is Negative
BCE INC: S&P Upgrades Long-Term Corp. Credit Ratings to 'BB+'
BERNARD L. MADOFF: Probe on Fraud Launched; 4 Victims Revealed
BLUE AND GREEN: Bankruptcy Case Resolved; Creditors Get 100%

BUFFETS HOLDINGS: Files 1st Amended Plan And Disclosure Statement
BUFFETS HOLDINGS: Court Approves Disclosure Statement
BUFFETS HOLDINGS: Amends Terms of $385,000,000 DIP Loan
BUFFETS HOLDINGS: To Send Ballots; Confirmation Hearing Feb. 3
CAMBIUM LEARNING: S&P Cuts Corporate Credit Rating to 'CCC'

CATHOLIC CHURCH: Fairbanks Seeks $1,000,000 DIP Financing
CATHOLIC CHURCH: Fairbanks Wants to Limit Loan-Related Discovery
CATHOLIC CHURCH: Fairbanks Seeks to Scrap 99-Year PS Ltd. Lease
CATHOLIC CHURCH: Fairbanks' Futures Rep. to be Named by Year-end
CDX GAS: Received $450MM Offer Before Bankruptcy Filing

CHARITABLE LEADERSHIP: Moody's Cuts 2002A Bond Rating to B3
CHASE MORTGAGE: S&P Revises Junk Ratings on Two Classes to Low-B
CHRYSLER LLC: Gov't Working on Financial Aid for Auto Industry
CHRYSLER LLC: Moody's Puts 25% Probability of Gov't Bailout
CHRYSLER LLC: Unions Offer $12 Billion Loan to Boost Sale

CINEMARK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
CITGO PETROLEUM: S&P Affirms 'BB' Corporate Credit Rating
CITIZENS REPUBLIC: Fitch Rates US$300MM Preferred Stock at 'BB+'
CLAIRE'S STORES: Posts $74MM Net Loss in Nine Months ended Nov. 1
CONNACHER OIL: S&P Puts Low-B Ratings on Negative Watch

CONTINENTAL ALLOYS: S&P Lowers Corp. Credit Rating to 'B-'
CONVERGYS CORP: Moody's Lowers Rating to Ba1 & Continues Review
CORNERSTONE MINISTRIES: Competing Liquidation Plans Filed
CRACKER BARREL: S&P's Outlook on 'BB-' Credit Rating Is Negative
CREDIT SUISSE: S&P Junks Rating on Class O Certificates

CREDIT SUISSE: S&P Lowers Rating on Class O Certs. to CCC+ From B-
CTI FOODS: Moody's Affirms CFR at B2; Outlook Remains Stable
CULPEPER CROSSROADS: Judge Orders Dismissal of Chapter 11 Case
DELPHI CORP: Defaults Loan, But Gets Costly Forbearance
DELPHI CORP: Delays Plan Approval Hearing to March 24, 2009

DOLLAR GENERAL: S&P Holds 'B' Credit Rating; Outlook Positive
DREIER LLP: Files for Chapter 11 Bankruptcy in New York
DREIER LLP: Case Summary & 30 Largest Unsecured Creditors
ECLIPSE AVIATION: Committee Balks at Loan from Prospective Buyer
ENVIRONMENTAL ENERGY: Posts $856,495 Net Loss in 3rd Quarter

FORD MOTOR: Credit Unions Courting Firm to Join Loan Program
FORD MOTOR: Gov't Working on Financial Aid for Auto Industry
FORD MOTOR: Moody's Puts 25% Probability of Gov't Bailout
GAINEY CORP: US Trustee Amends Composition of 5-Member Committee
GAINEY CORP: Jan. 6 Hearing on US Trustee's Examiner Motion Set

GAINEY CORP: Files Schedules of Assets and Liabilities
GENERAL GROWTH: Moody's Cuts Ratings to Ca; Review Continues
GENERAL MOTORS: Gov't Working on Financial Aid for Auto Industry
GENERAL MOTORS: Gov't Backing Would Ease Bankruptcy Issues
GENERAL MOTORS: Moody's Puts 25% Probability of Gov't Bailout

GMAC LLC: Buying Equity Interest of ResMor Trust for C$8 Million
GMAC LLC: Forgives $683 Million of Rescap's November Debt
GMAC LLC: Homecomings to Adjust Policies on Military Members
HAWAIIAN TELCOM: Presents Stipulation on Transfer to Hawaii
HAWAIIAN TELCOM: SES AMERICOM Wants to Terminate IPTV Pact

HAWAIIAN TELCOM: U.S. Trustee Names Five to Creditors Committee
HENDERSONVILLE: Case Summary & 20 Largest Unsecured Creditors
HERFF JONES: S&P Withdraws 'BB+' Corporate Credit Rating
HVHC INC: Moody's Revises Outlook to Stable & Holds B1 PDR
IMPERIAL BUSINESS: Mulls Sale of Property to AIA or Winning Bidder

JARDEN CORP: Moody's Revises Outlook on B1 Ratings to Stable
JPMORGAN CHASE: S&P Lowers Series 2001-C1 Class N Rating to CCC
KB TOYS: Court Approves Epiq Bankruptcy as Claims Agent
KB TOYS: To Close Stores and Sell Wholesale Division
KIS GOLF: Seeks to Convert Chapter 11 Case to Liquidation

LAIRD PLC: To Cut Global Workforce by 40%, Shutter 3 U.S. Plants
LANDAMERICA FINANCIAL: Court & Nebraska OK Fidelity Acquisition
LEE ENTERPRISES: Wants Until December 29 to File Annual Report
LEHMAN BROTHERS: PBGC Wants Pension Plan Ended to Protect Benefits
LENOX GROUP: Can Access $85 Million Facility to Fund Holiday Sales

LEVEL 3 COMMUNICATIONS: Fairfax Discloses 10.3% Stake
LEVEL 3 COMMUNICATIONS: Commences Offering of $400MM 15% Sr. Notes
LEVEL 3 COMMUNICATIONS: Registers Sale of Debt Securities
LEVEL 3 COMMUNICATIONS: Steelhead, et al., Disclose 5.2% Stake
LIBERTY MEDIA: S&P Puts 'BB+' Rating on CreditWatch Negative

LINENS 'N THINGS: Files 2nd Amended Joint Plan & Disc. Statement
LINENS 'N THINGS: Names Buyers for 2 of 10 Closing Stores
LINENS 'N THINGS: Landlords Oppose Cure Amounts for Sold Leases
MARK IV INDUSTRIES: S&P Puts 'B-' Credit Rating on Negative Watch
MECACHROME: Moody's Probability of Default Rating Tumbles to D

MERRILL LYNCH: S&P Ups 2000-BMCC & 2002-BC2P Certs. Ratings to BB+
METROMEDIA FIBER: Settlement Reached on Metromedia Litigation
MGM MIRAGE: Moody's Says Ratings Unaffected by Asset Sale Pact
MORGAN STANLEY: S&P Corrects Rating on 3-A-1 Sr. Certificate Class
MXENERGY HOLDINGS: Launches Tender Offer to Buy All Notes Due 2011

NATIONAL BEEF PACKING: S&P Affirms 'B+' Corporate Credit Rating
NEIMAN MARCUS: Moody's Cuts Senior Unsecured Debt Rating to B3
NEUMANN HOMES: Creditors Committee Sues Former CEO
NEW YORK MORTGAGE: Moody's Junks Ratings on Two Classes of Certs.
NEWPORT TELEVISION: Moody's Lowers CFR to Caa2; Outlook Negative

NORTEL NETWORKS: Moody's Cuts CFR to Caa2; Outlook Still Negative
NOVAMERICAN STEEL: Moody's Junks Ratings; Outlook Negative
OFFICE DEPOT: S&P Lowers $400 Million Sr. Notes' Rating to 'B+'
PARMALAT SPA: Preliminary Injunction Hearing Moved to Feb. 17
PARMALAT SPA: Inks Pact With Newlat For Lodi Dairy Unit Sale

PARMALAT SPA: Board Appoints Antonio Vanoli As General Manager
PILGRIM'S PRIDE: Board Names Don Jackson as President and CEO
PORT BARRE: S&P Affirms 'B+' Debt Rating; Outlook Stays Negative
POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating
PRECISION PARTS: Gets Initial Approval to Access $1MM GE Facility

PROPEX INC: Seeks OK to Negotiate $65 Mil. Exit Loan with Wayzata
REDDY ICE: Executives Acquires Equity Interest, Disclose Stake
REDDY ICE: Hires PWC as Independent Registered Public Accountant
REDDY ICE: Officers Establish Trading Plans to Purchase Stocks
REDDY ICE: Shamrock Activist Disposes 36,477 Equity Interest

REPUBLIC WINDOWS: Files for Chapter 7 After BofA Cuts Credit
RESIDENTIAL CAPITAL: GMAC Forgives $683MM Debt on April 2008 Deal
RESIDENTIAL CAPITAL: Unit Inks C$8MM Sale Deal with GMAC LLC
RJ GATORS: Court Converts Reorganization Case to Liquidation
ROUNDY'S SUPERMARKETS: S&P Removes 'B' Credit Rating From NegWatch

STATION CASINOS: S&P Keeps 'CC' Credit Rating on Negative Watch
SEMGROUP LP: Red Apple Chairman to Develop Reorganization Plan
SIRIUS COMPUTER: S&P Withdraws Rating and Outlook
STATEN ISLAND UNIVERSITY: Moody's Upgrades Rating to Ba2
STATION CASINOS: May File for Chapter 11, Analyst Says

STATION CASINO: Moody's Downgrades CFR to Caa3; Outlook Negative
STERLING BANCSHARES: Fitch Rates Preferred Stock at 'BB'
STORM CAT: Aims to Auction Units' Assets by February 16
TELEMETRIX INC: Files for Chapter 11 Bankruptcy in Colorado
TEXAS STUDENT: Moody's Junks Ratings on Series 2001 Revenue Bonds

TH AGRICULTURE: Committee Taps Frank/Gecker LLP as Counsel
THEATER XTREME: Files for Chapter 7 in Wilmington
TRUE NORTH ENERGY: Posts $573,579 Net Loss in Qtr. Ended Oct. 31
TRW AUTOMOTIVE: Moody's Lowers Corporate Family Rating to B1
TWO TOWERS: Case Summary & 20 Largest Unsecured Creditors

VALEO INVESTMENT: S&P Upgrades Rating on Class A-2 Notes to BB+
VALUE CITY: Committee Allowed to Retain Otterbourg as Counsel
VALUE CITY: To Liquidate All Assets of 37 Department Stores
VICORP RESTAURANTS: Asks Court to Limit Notices on Asset Sale
VICORP RESTAURANTS: To Sell Most of Assets for $59 Million

VINEYARD CHRISTIAN: Files Chapter 11 Plan of Reorganization
VINEYARD CHRISTIAN: Files Schedules of Assets and Liabilities
VOLUME SERVICES: Moody's Reviews Junk Ratings Direction Uncertain
WACHOVIA BANK: S&P Affirms Low-B Ratings on Six Classes of Certs.
WACHOVIA BANK: S&P Ups Low-B Ratings on Six Classes of Certs.

WASHINGTON MUTUAL: Moody's Withdraws Junk Ratings
WASHINGTON MUTUAL: U.S. Trustee & Panel Object to Asset Sale
WASHINGTON MUTUAL: To Assign Pacts to JPM; U.S. Trustee Objects
WEIGHT WATCHERS: President-Naco Acquires 60,938 Shares
YELLOWSTONE CLUB: Wins Final OK on $19MM Loan From CrossHarbor

* Fitch: More Challenges Await U.S. Homebuilders in 2009
* Fitch Revises U.S. Alt-A RMBS Surveillance Criteria
* Moody's: SGL Downgrade Spike Shows Default Momentum Building

* Moody's: Some Service-Sector LBOs Fail to Live Up to Promise
* S&P Lowers Ratings on 19 Tranches From 5 CDO Transactions
* S&P Lowers Ratings on 30 Classes From Three RMBS Transactions

* INSOL Names 1st Graduates of Global Insolvency Course
* J. Doyle Joins Deloitte's Reorganization Services Group

* Upcoming Meetings, Conferences and Seminars


                             *********

1031 TAX: U.S. Trustee, Committee Disagree on Fees
--------------------------------------------------
The official creditors' committee in the liquidating cases of 1031
Tax Group LLC and the U.S. Trustee disagree on whether the U.S.
Bankruptcy Court for the Southern District of New York should
approve payments to retained professions.

According to Bloomberg News' Bill Rochelle, the Creditors
Committee says the Chapter 11 trustee for 1031, appointed a year
ago, "has achieved little in the way of tangible net benefit to
the estates and has paid or accrued significant administrative
expenses."

The Committee asserts that payment of the fees should await
confirmation of the company's liquidation plan.  The Creditors
Committee has noted that the estate currently is $17 million short
of paying all accrued administrative expenses, with no guarantee
the Chapter 11 trustee will succeed in making any more recoveries.

While the U.S. Trustee has objected to the fee applications, it
says the fees should be paid in line with agreed deferrals and
cuts.  The U.S. Trustee notes there would be $5.5 million left in
the estate if professionals are paid the $2.5 million now
proposed, Bloomberg relates.

As reported by the Troubled Company Reporter on October 10, 2008,
the bankruptcy trustee appointed in the chapter 11 cases of 1031
Tax Group early said that CEO Edward Okun, with the aide of
Wachovia, transferred $240 million in real estate sale proceeds
held by it to "inappropriate"  ccounts before the collapse of the
tax firm and Mr. Okun's arrest. According to Bloomberg, the suit
alleged that Mr. Okun loaned customer funds to "two of his other
businesses, Investment Properties of America and Okun Holdings".
1031 Tax Group folded when it failed to return $151 million of
funds it held for more than 300 of its clients, Bloomberg says.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.


ABACUS 2006-13: S&P Withdraws Ratings on Classes J and N Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class J and N notes issued by ABACUS 2006-13 Ltd., a synthetic
collateralized debt obligation (CDO) of commercial mortgage-backed
securities (CMBS) transaction, following the complete redemption
of the notes.

   RATINGS WITHDRAWN

   ABACUS 2006-13 Ltd.

                       Rating            Balance (mil. $)
   Class           To          From      Current      Previous
   -----           --          ----      -------      --------
   J               NR          BBB-      0.00         9.938
   N               NR          BB-       0.00         5.963

   NR-Not rated.

   OTHER OUTSTANDING RATINGS

   ABACUS 2006-13 Ltd.

   Class        Rating
   -----        ------
   A            AAA
   B            AA
   C            AA-
   D            A+
   E            A
   F            A-
   G            BBB+
   H            BBB
   K            BBB-
   L            BB+
   M            BB


ABACUS 2006-14: S&P's Ratings on All Classes Tumbles to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
all classes issued by ABACUS 2006-14 Ltd., ABACUS 2006-15 Ltd.,
and ABACUS 2006-HGS1 Ltd.

The defaults follow a number of recent write-downs of underlying
reference entities, which have caused the classes to incur
complete or partial principal losses.

   RATINGS LOWERED
                                                      Rating
   Transaction                            Class      To   From
   -----------                            -----      --   ----
   ABACUS 2006-14 Ltd.                    A-2        D    CCC-
   ABACUS 2006-14 Ltd.                    A-2(Ser 2) D    CCC-
   ABACUS 2006-14 Ltd.                    B          D    CCC-
   ABACUS 2006-14 Ltd.                    C          D    CCC-
   ABACUS 2006-15 Ltd.                    A-2        D    CC
   ABACUS 2006-15 Ltd.                    A-3        D    CC
   ABACUS 2006-15 Ltd.                    B Series1  D    CC
   ABACUS 2006-15 Ltd.                    B Series2  D    CC
   ABACUS 2006-15 Ltd.                    C Series1  D    CC
   ABACUS 2006-15 Ltd.                    C Series2  D    CC
   ABACUS 2006-15 Ltd.                    D Series1  D    CC
   ABACUS 2006-15 Ltd.                    D Series2  D    CC
   ABACUS 2006-HGS1 Ltd.                  A-1        D    CC
   ABACUS 2006-HGS1 Ltd.                  A-2        D    CC
   ABACUS 2006-HGS1 Ltd.                  B          D    CC
   ABACUS 2006-HGS1 Ltd.                  C          D    CC
   ABACUS 2006-HGS1 Ltd.                  D          D    CC
   ABACUS 2006-HGS1 Ltd.                  E          D    CC
   ABACUS 2006-HGS1 Ltd.                  F          D    CC


ACA FINANCIAL: S&P Upgrades & Withdraws 'B' Ratings
---------------------------------------------------
Standard & Poor's Ratings Services raised its financial strength,
financial enhancement, and issuer credit ratings on ACA Financial
Guaranty Corp. to 'B' from 'CCC' and removed them from CreditWatch
Developing.  The outlook is developing.  "At the same time, we
also withdrew the ratings at the company's request," S&P said.

"The upgrade reflects the positive effects of the restructuring
transaction completed this past August that settled all
outstanding CDO and reinsurance exposures of the company,
including the significantly deteriorated CDO of ABS transactions,
eliminating a requirement to post a significant amount of
collateral to the CDO of ABS counterparties," said Standard &
Poor's credit analyst Dick Smith.  The settlement required that
ACA make a $209 million cash payment and a distribution of surplus
notes.  The surplus notes provide the former CDO counterparties
and certain other counterparties with what amounts to a 95%
economic interest in the company.

"As a result of the transaction, the company's $7 billion risk
portfolio is comprised almost exclusively of U.S. public finance
exposure predominantly of 'BBB' and 'BB' credit quality with
above-average concentrations in the health care and higher
education sectors.

"Statutory capital of $174.7 million at Sept. 30, 2008, was down
from $414.8 million as of Dec. 31, 2007, reflecting in part the
cost of the settlement.  We assess ACA's capital adequacy as
consistent with a speculative-grade rating, based on a margin of
safety in the range of 0.5x-0.7x. The margin of safety expresses
the relationship of theoretical losses incurred during a severe
stress modeling exercise to capital remaining at the end of the
modeling period.

"The developing outlook reflects the possibility that the company
could run off in an orderly fashion with capital adequacy
improving due to low losses and effective expense management.
Another possibility is that capital adequacy could deteriorate
through a combination of meaningful losses precipitated by weak
credits and/or a soft economy, poor expense management, and/or
excessive distributions to surplus noteholders as allowed by the
Maryland Insurance Administration (MIA).

"There is also the risk that should finances deteriorate, ACA
could be placed under rehabilitation by its regulator, the MIA, in
which case the ratings would be changed to 'R'.  An 'R' rating
signifies that an insurer is under regulatory supervision because
of its financial condition."


AGS LLC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Simpsonville, S.C.-based AGS LLC to negative from stable.  "We
affirmed all ratings on the company, including the 'B' corporate
credit rating."

"The outlook revision reflects weak operating performance relative
to our expectations, resulting in weaker-than-expected credit
measures and a narrow cushion with respect to the company's total
leverage covenant in its credit facilities," said Standard &
Poor's credit analyst Melissa Long.

According to S&P: "During the first nine months of 2008, the
company experienced a mid-single-digit decline in revenue.  This
was principally due to changes in many of AGS's revenue-sharing
agreements (which took effect in the first half of 2007), offset
by an increase in its installed base of machines.  In addition to
a modification to the revenue-sharing agreement, the delayed
opening of the WinStar Casino expansion also hurt revenue
performance relative to our expectations.  EBITDA for the first
nine months of 2008 declined in the double-digit area as a result
of lower revenues and higher costs. We had previously factored in
an expectation for revenue and EBITDA to decline in the first half
of 2008 due to changes in revenue-sharing agreements.  However,
despite our expectation for a decline, AGS still underperformed
relative to our previous forecast that EBITDA would be down by
about 10%.

"We expect the company to benefit over the near term from its
increased installed base of machines.  We also believe that the
recent acquisition of Gametronics, which was partially funded by
new sponsor equity, should strengthen AGS's business position, as
it reduces the company's reliance on third-party software
developers.  However, we are concerned that EBITDA will not grow
sufficiently to meet step-downs in AGS's total leverage covenant
in the coming quarters.  In the quarter ending Sept. 30, 2008, the
company had a low-single-digit cushion with respect to its total
leverage covenant.  The measure, which currently is set at a
maximum of 4.25x, steps down to 4.00x on March 31, 2009, and 3.75x
on June 30, 2009.  AGS's credit agreement does contain an 'equity
cure right,' which allows the owners of the company to cure a
financial covenant default with cash equity contributions that
count as EBITDA for covenant purposes.  We expect that, in the
event of a potential covenant breach, AGS's owners would either
exercise the equity cure right, or the company would be successful
in securing an amendment.  (AGS, a private company, does not
publicly disclose its financial statements.)

"The 'B' rating reflects AGS's dependence on Oklahoma for a
substantial portion of net revenues, its concentrated customer
base, its dependence on key personnel, the possibility of
increased competition in the Oklahoma market over time, and a thin
covenant cushion.  Somewhat tempering these factors are the
company's relatively good position in the Oklahoma gaming market
and its relatively good EBITDA margin."


ALENA INTERNET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Alena Internet Corporation
        dba Hydroderm
        8500 Higuera Street
        Culver City, CA 90045

Bankruptcy Case No.: 08-31745

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Alena, LLC                                         08-31746
Hydroderm, LLC                                     08-31747

Type of Business: The Debtors provide an array of advertising
                  services on their Web sites and e-mail lists.
                  See: http://www.partner2profit.com/

Chapter 11 Petition Date: December 14, 2008

Court: Central District Of California (Los Angeles)

Judge: Richard M Neiter

Debtor's Counsel: Matthew A. Lesnick, Esq.
                  matt@lesnicklaw.com
                  Matthew A. Lesnick, Attorney at Law
                  185 Pier Ave., Ste. 103
                  Santa Monica, CA 90405
                  Tel: (310) 396-0964
                  Fax: (310) 396-0963

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Intermix Media Inc.            trade debt        $8,272,642
Attn: Michael J. Angus
407 Maple Drive #352
Beverly Hills, CA 90210
Tel: (310) 806-6200

Yahoo! Inc.                     trade debt       $2,676,953
Attn: Michael Colgan
Carol Stream, IL 60132-3003
Tel: (617) 305-6041

Microsoft Corporation           trade debt       $1,225,786
Attn: Olga Bereziychuk
1401 Elm Street 5th Floor
Lockbox 847543
Dallas, TX 75202
Tel: (425) 722-2934

Andrews Kurth LLP               trade debt       $856,452
Attn: Carmelo Gordian
PO Box 201785
Houston, TX 7216-1785
Tel: (713) 220-4200

Clearview Partners LLC          trade debt       $622,500
Attn: John Linton
21015 Cactus Cliff
San Antonia, TX 78258
Tel: (210) 386-4909

IntegraClick Inc.               trade debt       $421,758

Robert M. Heller                trade debt       $277,354

UPS Expedited Mail              trade debt       $238,705

WebMD Inc.                      trade debt       $231,186

Pinnacle Direct                 trade debt       $193,000

Hydra LLC                       trade debt       $188,298

Biozone                         trade debt       $185,986

AOL LLC                         trade debt       $182,472

Web Clients Inc.                trade debt       $140,100

UPS Inc.                        trade debt       $132,871

TrialPay Inc.                   trade debt       $130,540

Beliefnet Inc.                  trade debt       $126,646

ADP Total Source Inc.           trade debt       $84,196

Bloosky Interactive             trade debt       $81,890

Google Inc.                     trade debt       $78,283

The petition was signed by Chief Executive Officer Brett
Saevitzon.


ALITALIA SPA: CAI Takes Control of Assets for EUR427 Mln
--------------------------------------------------------
Compagnia Aerea Italiana s.r.l., an Italian investor consortium,
has formally taken possession of the assets of Alitalia S.p.A. on
Friday, December 12, Reuters reports citing Roberto Colanino,
president of the CAI investor group.

CAI's purchase of Alitalia for EUR427 million (US$567 million) was
initially set to be wrapped up by the end of November, but had
been delayed, the report recounts.

According to the report, the Anpav and Avia unions representing
flight attendants agreed on Friday to join the major unions in
backing the deal, Reuters.

Reuters disclosed that Alitalia's smaller rival Air One SpA agreed
Thursday last week to sell its operations to CAI.

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 Jan. 13.

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

                          Takeover Offer

As reported in the Troubled Company Reporter-Europe on Nov. 21,
2008, CAI improved its EUR1 billion offer for Alitalia's best
assets to EUR1.052 billion (US$1.33 billion) including debt.

According to Reuters, CAI had initially bid EUR275 million
(US$347.2 million) for Alitalia's flight operations and
EUR100 million in a mix of cash and debt for other units, and
would take on further debt of EUR625 million.

In its revised bid, Bloomberg News said CAI will pay
EUR427 million in cash, EUR100 million of which was payable on the
closing date of Nov. 30.  CAI is also assuming EUR625 million in
debt, including financing for planes.

                          About Alitalia

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

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 a net loss of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profit in 2002 after a EUR1.4 billion capital injection.  The
carrier booked an annual net loss 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 company's Chapter 15 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.


AMERICAN INTERNATIONAL: Ronald Ferguson Pays for Co.'s Losses
-------------------------------------------------------------
The Associated Press reports that former General Re Corp. CEO
Ronald Ferguson was sentenced to two years in prison and was fined
about $200,000 on Tuesday for his role in a scheme that cost
shareholders of American International Group Inc. more than $500
million.

According to The AP, Mr. Ferguson was found guilty in February of
conspiracy, securities fraud, mail fraud, and making false
statements to the Securities and Exchange Commission.  Mr.
Ferguson participated in a scheme in which AIG paid General Re as
part of a secret agreement to take out reinsurance policies with
AIG in 2000 and 2001, propping up AIG's stock price and inflating
reserves by $500 million, the report says, citing prosecutors.
According to the report, Assistant U.S. Attorney Eric Glover said
that Mr. Ferguson's conduct contributed to doubts in the financial
system.

Court documents say that Mr. Ferguson denied any connection
between the eight-year-old AIG-General Re deal and AIG's recent
financial troubles.

Citing U.S. District Judge Christopher Droney, The AP states that
Mr. Ferguson's sentence is below federal sentencing guidelines.
The report says that Mr. would have been sentenced with life
imprisonment.

The AP relates that prosecutors had asked for a "substantial"
sentence, but attorneys for Mr. Ferguson's had asked for leniency
due to his age and his plans to become an ordained minister.

The AP states that other defendants convicted are:

     -- former General Re Senior Vice President Christopher P.
        Garand,

     -- former General Re Chief Financial Officer Elizabeth
        Monrad,

     -- former General Re Senior Vice President Robert Graham,
        and

     -- former AIG Vice President Christian Milton.

                 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.


ARC ONE: In Chapter 7 Liquidation, Can't Pay Unsec. Creditors
-------------------------------------------------------------
Dawn McCarty of Bloomberg News reports that Arc One LLC made a
voluntary filing under Chapter 7 in the United States Bankruptcy
Court for the Northern District of Texas saying it may not have
enough funds to pay unsecured creditors.

The company, Ms. McCarty says, has assets of $100,000 and debts of
about $500 million in its filing.

Headquartered in Arlington, Texas, Arch One LLC makes and supplies
doors and finished hardware.


ATA AIRLINES: Files Chapter 11 Plan; Assets Sold to Southwest
-------------------------------------------------------------
ATA Airlines Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Indiana its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008.

The proposed plan provides for the implementation of a global
settlement of claims among ATA Airlines, the Official Committee
of Unsecured Creditors, Global Aero Logistics, Jefferies Finance,
JPMorgan Chase Bank, ATA's five labor unions, Kevin Batman and
other non-unionized employees.  It also provides for ATA
Airlines' reorganization pursuant to the issuance of the
membership interest in the reorganized company to Southwest
Airlines Co.

"The settlement is a comprehensive resolution of all disputes and
is the framework for resolving claims of creditors.  The
settlement also provides the means for funding distributions
under the plan," said Steven Turoff, chief restructuring officer
of ATA Airlines.

According to Mr. Turoff, the terms of the Global Settlement are
set forth in an ATA Labor Settlement Agreement, and a Plan Term
Sheet.  "The plan constitutes a motion to compromise controversy
under Bankruptcy Rule 9019 and seeks Bankruptcy Court approval of
the Global Settlement as it has been implemented into the Plan,"
he added.

ATA Airlines filed its proposed plan barely two weeks after the
Court approved the proposal of Southwest Airlines to purchase the
Debtor's assets, including its takeoff and landing slots at
LaGuardia Airport in New York, for $7.5 million.  The sale can't
go through until a final plan is approved by the Court.

                      Settlement of Claims

Under the proposed plan, unsecured creditors would be paid about
1.3 percent of their claims totaling about $420 million while
secured creditors whose claims total $365 million, would recover
about 13.9 percent.  Secured creditors also agreed to share
proceeds from potential lawsuits against suppliers that could
yield as much as $12.2 million in damages.

The classification and treatment of claims pursuant to ATA
Airlines' proposed plan are:

Class Description           Claim Treatment          Recovery
----- -----------           ---------------          --------
1.1   Allowed Priority      To receive a certain          __%
       Employee Claims       percentage of (i) $4
                             million in cash called
                             the labor settlement fund;
                             (ii) 50% of net proceeds
                             from the recovery of
                             preference actions; (iii)
                             7.5% of net proceeds from
                             the recovery of claims
                             against Federal Express
                             Corp.

                             To be paid in full

1.2   Allowed Priority      To be paid in full from       __%
       Unsecured Non-Tax     the $5 million in cash
       Claims                or the so-called priority
                             claim fund

  2    Allowed Secured       To receive cash on the        __%
       Tax Claims            the effective date from
                             the $5 million in cash
                             or the so-called priority
                             claim fund; (ii) conveyance
                             of any collateral securing
                             the tax claim; or (iii)
                             other treatment agreed to
                             by the claimant and the
                             trustee for the trust
                             established under the plan

                             To be paid in full

3.1   Allowed Lender        To be satisfied by cash      13.9%
       Secured Claims        payment of all proceeds
                             from the liquidation of
                             estate property excluding
                             the so-called unsecured
                             creditor trust assets and
                             retained assets

                             Estimated recovery is 13.9%
                             based on a total claim amount
                             of about $365 million

3.2   Allowed Secured       To be paid in full at the      __%
       Letter of Credit      at the election of the trustee
       Claims                by either (i) cash on the
                             effective date, or (ii) other
                             treatment that may be agreed
                             to by the claimant and the
                             trustee

3.3   Allowed Other         To be paid in full at the      __%
       Secured Claims        election of the trustee by
                             (i) cash on the effective
                             Date, (ii) conveyance of the
                             collateral for the other
                             secured claims, or (iii)
                             other treatment agreed to by
                             the claimant and the trustee

                             Recovery will depend on the
                             value of the collateral
                             securing the claims

  4    Allowed General       Claimants will receive a      1.3%
       Unsecured Claims      pro rata share of the
                             so-called unsecured
                             creditor distribution

                             The recovery percentage
                             does not include net
                             proceeds from the recovery
                             of claims against Federal
                             Express Corp.

  5    Allowed Subordinated  No distribution                 0%
       Claims

  6    Allowed Equity        No distribution                 0%
       Interests

Subject to an aggregate limit of $5.0 million, Allowed
Administrative Claims, Allowed Secured Tax Claims, Allowed
Priority Unsecured Tax Claims, and Allowed Priority Unsecured
Non-Tax Claims will be paid consistent with the Bankruptcy Code
requirements.

In the Global Settlement, ATA estimated total Employee Claims at
$28,967,000.  Of this amount, ATA estimated Employee Priority
Claims in the mid range of recovery to be approximately
$7,261,000 and the remainder of approximately $21,706,000 will
be treated as a General Unsecured Claim under the Plan.

Holders of General Unsecured Claims will receive their Pro Rata
Share of (i) $2.5 million in Cash; (ii) half of the Net
Preference Recoveries; and (iii) 7.5% of the Net FedEx
Recoveries.

Employees who are represented by the labor unions Air Line
Pilots Association, Association of Flight Attendants-CWA,
Aircraft Mechanics Fraternal Association, International
Association of Machinists and AeroSpace Workers, Transport
Workers Union of America, are deemed to hold an allowed priority
employee claim.  Kevin Batman and other non-unionized employees
are also deemed to hold an allowed priority employee claim.

Except for claims in Class 1.2, all claims and equity interests
are impaired.  Holders of claims and equity interests in the
impaired classes are entitled to vote to accept or reject the
proposed plan.

                          New ATA

On the Effective Date, and if the purchase agreement between ATA
Airlines and Southwest Airlines is consummated, a new company
would be formed under the proposed plan.

The new company would have all assets and authorizations
comprising the assets, rights and privileges identified in the
bid proposal of Southwest Airlines as well as the executory
contracts to be assumed by the new company, in order to carry out
the sale of the new membership interest and other transactions
contemplated by the purchase agreement and the proposed plan.

On the effective date of the Plan, the new company would be
permitted to operate its business and may use, operate, acquire,
and dispose of its property and assets free of any restrictions
under the proposed plan.

The members of ATA Airlines' Board of Directors existing prior to
the Effective Date would be deemed terminated without cause as of
the Effective Date.  Any claim or cause of action arising from
the dismissal of any members of the Board of Directors would be
deemed waived in consideration for the release and exculpation
provided in the Plan.  The trustee would nominate and elect new
members for the Board of Directors.

                      Selection of Trustees

On or before the deadline for submitting a ballot accepting or
rejecting the proposed plan, ATA Airlines and JPMorgan would
nominate a candidate to serve as trustee for the trust
established pursuant to the proposed plan and the Plan Trust
Agreement.

The Creditors Committee, the unions and Kevin Batman would also
jointly nominate a candidate to serve as trustee for the trust
established pursuant to the proposed plan and the Unsecured
Creditor Trust Agreement.  In the event the nomination is not
made by the voting deadline, ATA Airlines may make such
nomination independently.

                 ATA Labor Settlement Agreement

On August 28, 2008, ATA, ALPA, AFA, IAM, TWU, and Mr. Batman
entered into a settlement agreement in principle regarding
bargaining pursuant to Section 1113 of the Bankruptcy Code, the
settlement of all claims and disputes among the parties and
including the Employee Claims.

The ATA Labor Settlement Agreement resolved all Claims arising
under certain "WARN Adversaries", "Second Circuit Grievance
Litigation" as well as other Claims arising out of collective
bargaining agreements and the employee relationship.  The ATA
Labor Settlement Agreement was conditioned upon implementation in
a consensual chapter 11 plan with the support of the Lenders and
the Committee.

On October 8, 2008, subsequent to the ATA Labor Settlement
Agreement being executed, ATA and AMFA met to negotiate AMFA's
joinder to the ATA Labor Settlement Agreement.  On November 21,
2008, AMFA joined in the ATA Labor Settlement Agreement.

                      The Plan Term Sheet

Because the ATA Labor Settlement Agreement was conditioned upon
implementing the settlement terms in a consensual chapter 11
plan, the additional support of the Lenders and the Committee was
required. To gain support from the Committee and the Lenders, the
Debtor negotiated certain terms of a chapter 11 plan acceptable
to each of the parties.  In mid-October, 2008, the Debtor, the
Lenders, and the Committee reached an agreement on the terms of a
consensual chapter 11 plan incorporating the terms of the ATA
Labor Settlement Agreement as well as other negotiated terms.
This agreement was reflected in a term sheet outlining the
essential terms of a consensual chapter 11 plan and incorporating
the terms of the ATA Labor Settlement Agreement.

One of the primary purposes of the Plan Term Sheet includes
setting forth the treatment of Claims and Equity Interests under
the Plan.  In addition to setting forth the treatment of Claims
and Equity Interests, the Plan Term Sheet also provides that the
WARN Adversaries, the Second Circuit Grievance Litigation, and
the Appeal will be dismissed with prejudice upon the Effective
Date.  Further, the Plan Term Sheet provides that any CBA with
any of the Unions will be deemed extinguished, terminated
and rejected as of the Confirmation Date.

As part of the Plan Term Sheet, the Lenders agreed to waive any
rights they may have to receive a distribution under the Plan
based upon a Deficiency Claim in excess of the Lender
Recoveries they may have against the Debtor arising from the
Debtor's guarantee of the obligations under the Term Loan
Agreement.  The Lenders further agreed to waive any rights
they may have to the Preference Actions and the Net Preference
Recoveries.  Finally, the Lenders agreed to allow their Cash
Collateral to be used to establish the Plan Trust Operating
Reserve, the Labor Settlement Fund, the Unsecured Settlement
Fund, the Priority Claim Fund, and the Professional Compensation
Claim Fund in order to fund the payments and reserves required
under the Plan.

                       Liquidation Analysis

ATA Airlines also prepared a liquidation analysis, which assumes
that by the end of February 2009, the Plan has not been confirmed
by the Court and ATA Airlines' chapter 11 case is converted to a
case under chapter 7, and its assets are liquidated over a 12-
month period, with the cash proceeds distributed to creditors.

The liquidation analysis also assumes that after the transaction
with Southwest Airlines closes in a chapter 11 context,
substantially all of the assets of ATA Airlines have been
disposed of except for the assets being transferred to the trust
established under the Plan.

                      CHAPTER 7 LIQUIDATION
                         (in thousands)

                                       Chapter 7         Plan
                                       ---------         ----
Assets available:
Cash and cash equivalents               $55,500      $63,000
Receivables, net                            850        1,000
Consignment parts and
   fuel inventories                        1,325        2,650
Retainers                                 1,050        1,050
Deposits                                     50          100
Letter of credit cash collateral,
   surety bonds                              250          500
Net Preference Recoveries                 3,840        7,335
Net FedEx Recoveries                    Unknown      Unknown
                                         -------      -------
                                          62,865       75,635
Lender Secured Claims                   (57,975)     (50,650)
                                         -------      -------
Cash available to satisfy General
Unsecured Claims                         $4,890      $24,985

Chapter 7 Administrative Claims:
Chapter 7 Trustee fees                      172            -
Chapter 7 Trustee legal fees, expenses      500            -
Other chapter 7 Administrative Claims       100            -
                                         -------      -------
                                             772            -
Cash available to satisfy chapter 11
General Unsecured Claims                 $4,118      $24,985
                                         =======      =======

Chapter 11 Priority Unsecured Claims:
Chapter 11 Administrative Claims         $2,000        1,200
Professional Compensation Claims          1,100        1,100
Priority Employee Claims                 28,967        4,000
Priority Unsecured Non-Tax Claims
  (Customer Deposits)                      2,000        1,000
Priority Unsecured Tax Claims             4,000        2,800
                                         -------      -------
                                         $38,067      $10,100

General Unsecured Claims:
Third party claims:
Claims, including Executory Contract
rejection Claims                       $600,000     $400,000

Employee Claims (Unsecured portion)           -       20,000
Lender Deficiency Claims                309,125      316,450
Affiliate Claims                        271,952      271,952
                                         -------      -------
                                      $1,181,077   $1,008,402

Return to Creditors per dollar of claim:
Lender Claims                             15.9%        13.9%
Holders of chapter 7 Admin Claims        100.0%          N/A
Holders of chapter 11 Admin Claims       100.0%       100.0%
Holders of Professional
   Compensation Claims                    100.0%       100.0%
Holders of chapter 11 Priority
   Employee Claims                          3.5%       100.0%
Holders of other chapter 11 Priority
   Unsecured Non-Tax Claims                 0.0%       100.0%


Holders of Priority Unsecured Tax Claims   0.0%       100.0%

Holders of chapter 11 General Unsecured Claims:
Including Lender Deficiency Claims &
    Affiliate claims                        0.0%          N/A
Excluding Lender Deficiency Claims &
    Affiliate claims                        0.0%         1.3%


A full-text copy of the liquidation analysis is available without
charge at:

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

A full-text copy of the ATA Airlines ' Chapter 11 plan, the Plan
Trust Agreement and the Unsecured Creditor Trust Agreement is
available without charge at:

   http://bankrupt.com/misc/ATAChapter11Plan.pdf

A full-text copy of the Disclosure Statement is available without
charge at:

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

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Seeks to Solicit Votes on Chapter 11 Plan
-------------------------------------------------------
ATA Airlines Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana to approve the disclosure
statement outlining their Chapter 11 plan of reorganization.

ATA filed with the Court its proposed plan, together with its
disclosure statement, on Dec. 12 as required under its purchase
agreement with Southwest Airlines. ATA Airlines said that the
disclosure statement contains adequate information that would help
creditors make informed judgments about and vote on the proposed
plan.

ATA Airlines also asks the Court to:

  (1) establish a deadline to file notice of cure claims;

  (2) approve the form of ballot and establish voting
      procedures; and

  (3) establish notice and objection procedures with respect
      to confirmation of the proposed plan.

ATA Airlines also asks the Court to set Jan. 12, 2009, as the
record date for determining claim holders and interest holders
entitled to receive solicitation materials and any other notices;
and (ii) claim holders and interest holders entitled to vote to
accept or reject the proposed plan.

A hearing to consider approval of ATA Airlines' request is
scheduled for Jan. 12, 2009.

Pursuant to the proposed plan, certain executory contracts would
be deemed assumed by the reorganized ATA while the other
contracts that have not been designated for assumption would be
deemed rejected as of the Effective Date.  Moreover, all
collective bargaining agreements with any of the unions would be
deemed terminated, extinguished and rejected.

To ensure that all non-debtor parties have an opportunity to
demand the airline to cure any existing monetary defaults in
connection with the assumption of the contracts, ATA Airlines
asked the Court to:

  (i) establish a Cure Claim Bar Date that is the first day
      after 15 days from the date the disclosure statement is
      approved;

(ii) establish a Cure Claim Objection Deadline that is the
      first Business Day after 15 days from the Cure Claim Bar
      Date; and

(iii) approve procedures for filing cure claims.

ATA Airlines further seeks the court's approval to expand the
services of its claims agent, BMC Group Inc., to include (i)
serving as the airline's noticing agent and (ii) assisting the
airline in its analyses of the so-called preference actions.
Besides its other duties, BMC will assist ATA Airlines in mailing
the solicitation materials to parties-in-interest.

ATA will be responsible for receiving, tabulating, and reporting
on Plan ballots.  Holders of claims and equity interests must
submit their ballots to this address:

    HAYNES AND BOONE, LLP
    Attn: Jermaine K. Johnson
    1 Houston Center
    1221 McKinney, Suite 2100
    Houston, Texas 77010

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Sells Jet Fuel to AirTran, To Auction Domain Names
----------------------------------------------------------------
ATA Airlines, Inc., obtained approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to sell its domain
names at public auctions free and clear of liens.

In an order dated Dec. 8, the U.S. Bankruptcy Court for the
Southern District of Indiana authorized the airline to
conduct individual public auction for each of its domain name
through GoDaddy.com, Inc.'s online auction Web site.

ATA Airlines is required to file a report of the sale within
seven days after it is held and an affidavit listing the
commission and costs it paid.  No further hearing is required to
approve the results of the auction or the payment to GoDaddy of
its commissions and fees, unless an objection to the report and
affidavit is filed within five days after their filing.

In addition, ATA Airlines obtained court approval to sell its jet
fuel to AirTran Airways.  ATA Airlines intends to sell 84,706
gallons of jet fuel held in storage at the Dallas/Ft. Worth
International Airport and at the Chicago Midway Airport.  Air Tran
will buy the fuel for a sale price of the Gulf Coast Pipeline Mean
price from the week prior to court approval of the sale, less $.25
per gallon.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 95; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATHEROGENICS INC: Panel May Retain Akin Gump as Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave the official committee of unsecured creditors appointed in
Atherogenics, Inc.'s Chapter 11 case authority to retain Akin Gump
Strum Hauer & Feld LLP as its co-counsel, nunc pro tunc to
Oct. 20, 2008.

As the Creditors Committee's co-counsel, Akin Gump is expected to:

  a) advise the Committee with respect to its rights, duties and
     powers in the Chapter 11 case;

  b) assist and advise the Committee in its consultations with the
     Debtor relative to the administration of the Chapter 11 case;

  c) assist the Committee in analyzing the claims of the Debtor's
     creditors and the Debtor's capital structure and in
     negotiating with holders of claims and equity interests;

  d) assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtor and the operation of its business;

  e) assist the Committee in its analysis of, and negotiations
     with, the Debtor or any third party concerning matters
     related to, among other things, the assumption or rejection
     of certain leases of non-residential real property and
     accompanying disclosure statements and related plan
     documents;

  f) assist and advise the Committee as to its communications to
     the general creditor body regarding significant matters in
     the Chapter 11 case;

  g) represent the Committee at all hearings and other
     proceedings;

  h) review and analyze applications, orders, statements of
     operations and schedules filed with the Court and advise the
     Committee as to their propriety and, to the extent deemed
     appropriate by the Committee, support, join or object
     thereto;

  i) advise and assist the Committee with respect to any
     legislative, regulatory or governmental activities;

  j) assist the Committee in preparing pleadings and applications
     as may be necessary in furtherance of the Committee's
     interests and objectives;

  k) assist the Committee in its review and analysis of all of
     the Debtor's various commercial agreements;

  l) prepare, on behalf of the Committee, any pleadings,
     including without limitation, motions, memoranda,
     complaints, adversary complaints, objections or comments in
     connection with any matter related to the Debtor or the
     Chapter 11 case; and

  m) perform other legal services as may be required or are
     otherwise deemed to be in the interests of the Committee in
     accordance with the Committee's powers and duties as set
     forth in the Bankruptcy Code, Bankruptcy Rules or other
     applicable law.

As compensation for their services, Akin Gump's professionals will
bill:

                                     Hourly Rates
                                     ------------
     Partners                         $460-$1,050
     Special Counsel and Counsel      $250-$810
     Associates                       $175-$580
     Paraprofessionals                 $75-$250

Akin Gump attorneys expected to have primary responsibility for
providing services to the Committee are:

                                                   Rates
                                                   -----
     David H. Botter, Esq.       Partner        $775/hour
     Scott L. Alberino, Esq.     Counsel        $580/hour
     Stanley B. Tarr Esq.        Associate      $460/hour
     Daniel J. Harris, Esq.      Associate      $290/hour

David H. Botter, Esq., a partner at Akin Gump, assured the Court
that the firm does not hold or represent any interest adverse to
the Debtor or the Debtor's estate, any class of creditors or
equity security holders of the Debtor, and that the firm is a
"disinterested person" as that term is defined under Sec. 101(14)
of the Bankruptcy Code.

                       About AtheroGenics

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based
pharmaceutical company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development
program.  On Sept. 15, 2008, five creditors holding claims
totalling $20,413,000 filed an involuntary Chapter 7 petition
against the Debtor (Bankr. N.D. Georgia Case No. 08-78200).  The
petitioning noteholders were:

   -- AQR Absolute Return Master Account, L.P.;
   -- CNH CA Master Account, L.P.;
   -- Tamalpais Global Partner Master Fund, LTD;
   -- Tang Capital Partners, LP; and
   -- Zazove High Yield Convertible Securities Fund, L.P.

On Oct. 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).

As of June 30, 2008, AtheroGenics had $72.41 million in total
assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


ATHEROGENICS INC: Panel May Keep Morris Manning as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
granted the official committee of unsecured creditors appointed in
Atherogenics, Inc.'s Chapter 11 case authority to retain Morris
Manning & Martin, LLP, as local co-counsel with Akin Gump Strauss
Hauer & Feld LLP, nunc pro tunc to Oct. 20, 2008.

Morris Manning will bill the Committee for services rendered in
connection with the case based upon its customary hourly billing
rates, subject to approval of the Court.

The hourly rates of Morris Manning's professionals are:

     Frank W. Deborde, Esq.       Partner        $435
     David W. Crenshaw, Esq.      Partner        $425
     Lisa Wolgast, Esq.           Associate      $350
     Stehanie H. Phillips, Esq.   Associate      $255

Frank W. DeBorde, a partner at Morris Manning, assured the Court
that his firm does not represent any interest adverse to the
Committee or the Debtor's estate.

As the Creditors Committee's local counsel, Morris Manning is
expected to perform the following professional services:

  a) preparation of pleadings, motions, and conducting
     examinations incidental to the administration of this
     estate;

  b) investigation, analysis, and appropriate action, if
     required, in connection with the disposition of assets;

  c) investigation, analysis, and appropriate action, if
     required, for recovery of assets of the estate for the
     benefit of creditors in this case.

                       About AtheroGenics

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based
pharmaceutical company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development
program.  On Sept. 15, 2008, five creditors holding claims
totalling $20,413,000 filed an involuntary Chapter 7 petition
against the Debtor (Bankr. N.D. Georgia Case No. 08-78200).  The
petitioning noteholders were:

   -- AQR Absolute Return Master Account, L.P.;
   -- CNH CA Master Account, L.P.;
   -- Tamalpais Global Partner Master Fund, LTD;
   -- Tang Capital Partners, LP; and
   -- Zazove High Yield Convertible Securities Fund, L.P.

On Oct. 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).

As of June 30, 2008, AtheroGenics had $72.41 million in total
assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.


ATLAS PIPELINE: S&P Puts 'B+' Corporate Credit Rating on Negwatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Atlas
Pipeline Partners L.P. (APL), including its 'B+' corporate credit
rating, and its rating on Atlas Pipeline Finance Corp., on
CreditWatch with negative implications.

"The CreditWatch placement follows our assessment that the
partnership's leverage ratio under its bank covenant is tight and
concerns that significantly lower crude oil prices may pressure
cash flow and constrain liquidity in 2009," said Standard & Poor's
credit analyst Michael Grande.

"We estimate that APL has about a $21 million EBITDA cushion in
its leverage ratio as of Sept. 30, 2008.  We believe that a
prolonged weakness in crude prices of between $50 and $60 per
barrel and natural gas between $6 and $6.50 per million cubic feet
could pressure APL's cash flow, resulting in the erosion of its
EBITDA cushion, tighter distribution coverage, and a possible
liquidity shortfall in 2009.  APL is considering strategic
alternatives that include deleveraging by selling all or some of
its pipeline and/or gathering assets, or a potential combination
with Atlas Pipeline Holdings L.P., the owner of its general
partner.  However, we believe there is a higher degree of
execution risk in the current economic and capital market
environment associated with any potential transaction.

"The ratings on APL reflect high leverage, tight liquidity, some
commodity price risk, and limited geographic and asset diversity.
The company's successful integration of the Chaney Dell and
Midkiff/Benedum gathering and processing systems, well positioned
asset base in the Mid-Continent and Appalachia regions, and
successful execution on a number of small organic growth projects
partially offset these risks.

"In resolving the CreditWatch listing, we expect to assess the
partnership's 2009 liquidity position, the magnitude of any
expected deterioration in cash flow due to lower commodity prices,
the cushion under the company's total debt to EBITDA bank
covenant, including the effect any potential transaction may have
on APL's business and financial risk profiles.  We expect to
resolve the CreditWatch listing by the end of the first quarter
2009."


AVENTINE RENEWABLE: S&P Puts 'B' Rating on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on ethanol producer Aventine Renewable Energy Holdings Inc.
on CreditWatch with negative implications.

The Pekin, Illinois-based company is a large producer and marketer
of fuel-grade ethanol in the U.S.  The company currently has 207
million gallons per year (mmgpy) of ethanol production capacity,
and 226 mmgpy of additional facilities under construction.
Aventine has $300 million of interest-only senior notes due in
April 2017, and a $200 million secured revolving credit facility
to fund working capital and construction needs.

According to S&P: "The CreditWatch placement is a result of the
current low-margin environment for ethanol producers.  Market
crush spreads have declined to about 75 cents per gallon in
December from over a dollar in August, representing a further
deterioration in the realized margins from our last review in
September.  With crush spreads at three-year lows, only the most
efficient producers will be able to turn a profit.  In response to
the low crush spreads and the current difficulty in accessing
capital markets, Aventine has decided to further delay its two new
facilities in Aurora, Neb. and Mt. Vernon, Ind. to conserve cash.
But continued delays in plant construction will result in a higher
break-even crush spread for Aventine as fixed costs are spread
over a limited amount of production gallons.

"Standard & Poor's believes that Aventine's options are limited
over the next three months, and it will rely on an improvement in
volatile commodity prices to restore its profitability.  Marketing
alliances, along with purchase and re-sale activities, supplement
the core revenues from equity production."

"We will resolve the CreditWatch after we review in depth our
financial forecast for Aventine based on updated commodity and
construction cost assumptions," said Standard & Poor's credit
analyst Mark Habib.

"If feedstock and product prices remain at current levels and the
company has to increase leverage to complete construction, we
could lower the rating.  If Aventine can complete construction
within the next year without hurting long-term earnings potential,
we could stabilize the outlook."


BAY COVE: Moody's Affirms Ba2 Debt Rating; Outlook Is Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 bond rating
assigned to Bay Cove Human Services Inc.'s (Bay Cove) $4.4 million
of outstanding Series 1998 bonds issued by the Massachusetts
Health & Educational Facilities Authority. The outlook remains
negative.

LEGAL SECURITY

The Series 1998 Bonds are secured by first mortgage liens on and
security interests in certain real properties of Bay Cove,
including the organization's main administrative building.
Additionally, the bonds are secured by a lien on and security
interest in the Department of Mental Retardation (DMR) Contract
Receivables.  The bonds are also secured by a pledge of the DMR
contract for the sole benefit of the bond Trustee, under which
payments are to be made to Bay Cove annually in an amount not less
than 150% of the Maximum Annual Debt Service (the Pledged Provider
Contract).

INTEREST RATE DERIVATIVES

Bay Cove entered into a floating-to-fixed interest rate swap
agreement with Citizens Bank related to the Series 2007
Massachusetts Health and Educational Facilities Authority bonds
for a notional amount of $3.7 million.  Under the swap Bay Cove
pays a fixed rate of 4.19%.

STRENGTHS

   * Large human service provider serving 14,000 individuals
     across 100 program sites in the greater Boston area;
     provider of a comprehensive array of essential residential
     and day services to individuals with multiple disabilities
     including mental illness, developmental disabilities and
     substance abuse and dependency challenges.  In FY 2007, Bay
     Cove acquired the Kit Clark Senior Services, Inc., an agency
     which added complementary senior services and a mental
     health clinic license.

   * Bay Cove is ranked among the top ten human service providers
     in Massachusetts in terms of size and reputation.

   * A long 34-year history of generating operating surpluses (a
     highly unusual accomplishment for the human service provider
     sector) despite operating in a challenging payer
     environment.

   * Diverse revenue stream from different state departments
     (Departments of Mental Health, Mental Retardation, Public
     Health and Medicaid) as well as private funding which
     mitigates vulnerability to reductions to any one area of
     social service funding.  Addition of senior services adds a
     new funding source and further diversifies its revenue base.

   * Annual fundraising that successfully raises almost
     $1 million supplements ongoing operations and is expected to
     continue.  Moody's includes these funds as other operating
     revenues since dollars are matched with current programs and
     are not designated for endowment or long term investment.

CHALLENGES

   * Limited opportunity for large operating surpluses or rapid
     growth in liquidity similar to all human service providers
     given restrictive payment environment which primarily
     includes cost-based contracts with various government
     agencies; however a majority of these existing contracts
     lack revenue updates and therefore do not provide adequate
     inflationary escalators for salary and benefit increases.

   * Operating income declined to $476 thousand (0.8% operating
     margin) in FY 2008 from $931 thousand (1.6% operating
     margin) in FY 2007 primarily attributable to increases in
     health benefit costs and higher than expected energy and
     fuel costs.  Operating income improved in the first quarter
     FY 2009 measuring at $557 thousand (3.5% operating margin)
     due to cost containment efforts by the agency.

   * Very high reliance on government funding of programs and
     services leaves human services providers vulnerable to state
     budget cuts; 79% of Bay Cove's operating revenue in FY 2008
     was generated from government agencies.

   * In October 2008, the Massachusetts State Legislature enacted
     mid-year FY 2009 9C budget cuts to meet the State's
     $1.4 billion budget shortfall which included eliminating
     funding for several human service programs including
     employment and education services, day rehab, and social
     programs.  As a result, Bay Cove will close a skilled
     training and day rehab program and anticipates a reduction
     of approximately $1.4 million in operating revenue matched
     by an equal reduction in expenses through reduction in force
     of 43 FTEs.  Management anticipates an overall net $100K
     reduction in budgeted operating surplus once these programs
     are eliminated for FY 2009 which will be offset by growth
     opportunities in residential services and culturally
     appropriated adult day health programs.

   * Despite the improvement in liquidity balance to $3.5 million
     at fiscal year end (FYE) 2008 from $2.8 million at FYE 2007,
     days cash on hand improved but remains low at 21 days from
     18 days at FYE 2007.  The continued low liquidity position
     provides minimal operating flexibility and inadequate
     cushion if presented with significant operating challenges
     and limits future growth opportunities.

   * Due to the weaker operating performance in FY 2008 and
     increased debt load in FY 2007, debt measures weakened
     further, with debt-to-cash flow measuring a very high 8.1
     times and maximum annual debt service (MADS) coverage a low
     2.0 times in FY 2008.

Outlook

The negative outlook reflects the decline in operating
performance, the anticipation of a further decline in FY 2009 due
to program closures as result of the State's mid-year budget cuts
and uncertainty of future funding cuts for the human services
sector, and the continued low liquidity position

                 What could change the rating- UP

Growth in operating cash flow and cash reserves that will allow
Bay Cove to strengthen its balance sheet

                What could change the rating- DOWN

Operating losses; continued budget shortfalls in the Commonwealth
of Massachusetts that would force additional funding cuts in
social and health services; rapid decline in liquidity or increase
in leverage without commensurate cash flow generation

KEY INDICATORS

Assumptions & Adjustments:

   -- Based on combined financial statements for Bay Cove Human
      Services, Inc. and Affiliates

   -- First number reflects audit year ended June 30, 2007

   -- Second number reflects audit year ended June 30, 2008

   -- Investment returns normalized at 6% unless otherwise noted

  * Total operating revenues: $57.5 million; $62.8 million

  * Moody's adjusted net revenue available for debt service:
    $2.8 million; $2.5 million

  * Total debt outstanding: $13.9 million; 13.8 million

  * Maximum annual debt service (MADS): $1.2 million; $1.2 million

  * MADS Coverage with reported investment income: 2.24 times;
    1.94 times

  * Moody's adjusted MADS Coverage with normalized investment
    income: 2.23 times; 1.99 times

  * Debt-to-cash flow: 7.04 times; 8.06 times

  * Days cash on hand: 18 days, 21 days

  * Cash-to-debt: 20%; 25%

  * Operating margin: 1.6%, 0.8%

  * Operating cash flow margin: 4.5%; 3.6%

DEBT OUTSTANDING (as of June 30, 2008)

   -- Series 1998 fixed rate ($4.4 million outstanding), Ba2
      rating

Obligor: Kerry Horgos, Chief Financial Officer, Bay Cove Human
Services, Inc. (617) 371-3007

The last rating action was on December 20, 2007 when the issuer
rating of Ba2 assigned to Bay Cove Human Services, Inc. was
affirmed and outlook was revised to negative from stable.

The principal methodology used in rating Bay Cove Human Services,
Inc. was Moody's Updated Methodology to Rating Human Service
Providers, which can be found at http://www.moodys.comin the
Credit Policy and Methodologies directory, in the Ratings
Methodologies subdirectory.  Other methodologies and factors that
may have been considered in the process of ratings this issuer can
also be found in the Credit Policy & Methodologies directory.


BCE INC: S&P Upgrades Long-Term Corp. Credit Ratings to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Montreal-based telecommunications provider BCE
Inc. and its wholly owned subsidiaries, Bell Canada and Bell
Mobility Cellular Inc., two notches to 'BB+' from 'BB-', as an
interim step.  According to S&P: "These ratings remain on
CreditWatch, but we have revised the CreditWatch implications to
positive from developing."

"At the same time, we have revised the CreditWatch implications on
the issue-level ratings on BCE and Bell Canada. We have also
raised or lowered some of these ratings.  The rating action on
these debt issues reflects our understanding of the expected
cancellation of the tender offer as well as the application of
various notching methodologies.  Certain issue rating
inconsistencies that might appear as a result of our interim
rating actions we expect will be resolved when we remove the
corporate credit rating from CreditWatch.

"The rating actions follow the company's announcement that its
proposed leveraged buyout will not proceed," said Standard &
Poor's credit analyst Madhav Hari.  We understand that on Dec. 10,
BCE received a notice from its private equity sponsors "purporting
to terminate" the Definitive Agreement dated June 29, 2007, as
amended.

"The upgrade, an interim step, reflects our belief that BCE will
not pursue other leveraging strategies in the near term," Mr. Hari
added.

"We expect the timing and the scope of any further rating actions
will largely depend on the company's ultimate financial policies,
including management's alternative plans, if any, for increasing
shareholder value.  As the leading telecommunications provider in
Canada, with a broad portfolio of what we view as solid wireline
and strong wireless assets, BCE and its subsidiaries have, in our
opinion, an investment-grade business risk profile.  The company
also has what we view as a solid liquidity position with
C$2.6 billion of cash at Sept. 30, meaningful free operating cash
flows, and manageable near-term debt maturities.  Should the
company adapt and demonstrate a firm commitment to a modest
financial policy, we might consider revising the ratings on BCE to
the investment-grade category.

"We have revised the ratings and outlook on some obligations of
BCE and Bell Canada to reflect: debt previously affirmed on the
assumption that it would be redeemed (per the leveraged buyout
terms), which we now expect will no longer be redeemed; and our
current view of the possible outcome for the ratings.  Should
BCE/Bell Canada achieve investment-grade ratings, we would
consider applying our investment-grade notching criteria to
determine issue-specific ratings.  Conversely, should the long-
term corporate credit ratings remain speculative-grade, we expect
the issue-level ratings will be established with reference to
underlying recoveries and recovery ratings.

"To resolve this CreditWatch, Standard & Poor's expects to meet
with management to understand the company's revised financial
policies, alternative plans for increasing shareholder value, and
its long-term business and financial strategies.  We will review
the CreditWatch status in the next few months as further
information becomes available."


BERNARD L. MADOFF: Probe on Fraud Launched; 4 Victims Revealed
--------------------------------------------------------------
Peter Lattman and Aaron Lucchetti at The Wall Street Journal
report that investigators are digging through Bernard L. Madoff
Investment Securities LLC's financial records.

As reported in the Troubled Company Reporter on Dec. 15, 2008, the
Honorable Louis L. Stanton, Federal Judge in the United States
District Court for the Southern District of New York appointed Lee
S. Richards of the law firm Richards Kibbe & Orbe LLP as receiver
over the assets and accounts of Madoff.  The Securities and
Exchange Commission sued the firm and its CEO Bernard L. Madoff
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.  The Court also issued a temporary
restraining order against Mr. Madoff and the firm, and froze
Madoff's assets.

Citing people familiar with the matter, WSJ states that the
Federal Bureau of Investigation, the Securities and Exchange
Commission, and the Financial Industry Regulatory Authority are
trying to identify any remaining assets.

WSJ relates that four victims of Mr. Madoff's alleged Ponzi scheme
have been revealed:

     -- charitable trust of real-estate magnate Mortimer
        Zuckerman,

     -- the foundation of Nobel laureate Elie Wiesel,

     -- Sen. Frank Lautenberg and

     -- a charity of movie director Steven Spielberg.

According to WSJ, banks including Grupo Santander and BNP Paribas
claimed that their clients and shareholders face billions of euros
of losses because of the scheme.  WSJ relates that Nomura Holdings
Inc. said that its exposure to investments with Mr. Madoff was
$302 million, which its spokesperson describes as "limited."

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a leading
international market maker.  The firm provided quality executions
for broker-dealers, banks, and financial institutions since its
inception in 1960.  With more than $700 million in firm capital,
Madoff in 2008 ranked among the top 1% of U.S. securities firms.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission has charged Bernard L. Madoff
and his investment firm with securities fraud for a multi-billion
dollar Ponzi scheme that he perpetrated on advisory clients of his
firm.  The estimated losses from Madoff's fraud are at least
$50 billion.


BLUE AND GREEN: Bankruptcy Case Resolved; Creditors Get 100%
------------------------------------------------------------
Tew Cardenas LLP partner Thomas Lehman said that the bankruptcy
case of Blue and Green Diamond Condominium has been resolved with
all creditors receiving 100% payments for their claims.

"Unlike a typical real estate bankruptcy -- where the only
creditor to get money back is the construction lender -- our team
was able to generate more than $69 million from the sale of
assets," said Mr. Lehman, who represented developer New Florida
Properties throughout the five-year bankruptcy process.

"In this case we were able to pay 100% to all the creditors and
provide funds to the condominium association for final completion
of the project.  It was a very successful result," Mr. Lehman
said.

Construction on the Blue and Green Diamonds -- whose two 45-story
oceanfront condominium towers on Miami Beach were among the
tallest such buildings in the U.S. -- began in the late 1990s with
completion in 2000.  However, only about two-thirds of the
development's 630 residential units had been sold.

In November 2001, Union Planters Bank filed for foreclosure on a
$50 million construction loan, and three months later New Florida
Properties, led by Brazilian developer Mucio Athayde, filed for
Chapter 11 bankruptcy protection.

"At that time, the project was under a dark cloud," said
Mr. Lehman.  "Brokers wouldn't sell units, the subcontractors
would not work on the Blue and Green Diamonds and the construction
lender would not provide funds to complete the work.  By filing
for Chapter 11 bankruptcy, we were able to address all those
issues in a transparent manner, and put the entire project in a
more positive light."

Under an agreement approved by the U.S. Bankruptcy Court, the
reorganized project emerged from bankruptcy, supported by a team
of professionals working with Mr. Lehman to maximize the asset's
values.  That included selling the remaining 136 units, along with
20 cabanas, 14 parking spaces and 130 storage lockers.

Sales provided funds for 100% payouts to all creditors, with a
$3.6 million final return to the original developer.  After
sending out those checks in November, the bankruptcy case was
finally closed by the bankruptcy court.

"It took five years, but in the end every creditor of the Blue and
Green Diamond bankruptcy case was paid in full," said Barry
Mukamal, a partner at Rachlin LLP who was named plan administrator
on the case in 2006.  "So were the subcontractors, the real estate
brokers and the condominium associations.  In this case, achieving
a consensus on a long-term strategy to sell the units at 'retail'
to individual buyers proved highly beneficial to all the
creditors."

"While every bankruptcy is unique," Mr. Mukamal concludes, "I
believe we have established the foundation of a formula that can
be of tremendous benefit for these types of workouts."

Headquartered in Miami, Florida, Blue and Green Diamond
Condominium -- http://www.bluegreendiamonds.com/-- operates
oceanfront condominium units.


BUFFETS HOLDINGS: Files 1st Amended Plan And Disclosure Statement
-----------------------------------------------------------------
Buffets Holdings, Inc. and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware black-lined
versions of their first Amended Joint Plan of Reorganization and
accompanying Disclosure Statement on December 15, 2008.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since the filing of the
Debtors' Plan on October 30, 2008, a global resolution of issues
has been reached between the Debtors, the Official Committee of
Unsecured Creditors, the DIP lenders and Prepetition Secured
Credit Facility Lenders.

The 1st Amended Plan memorializes the terms of that global
resolution, Mr. Greecher says.  A letter from the Creditors
Committee urging unsecured creditors to vote in favor of the Plan
has also been added to the First Amended Plan, he says.

The Debtors have likewise agreed to make certain modifications to
the Plan and Disclosure Statement in connection with the formal
and informal responses of various parties-in-interest, Mr.
Greecher explains.

The Court will convene a hearing today, at 3:00 p.m., to consider
approval of the Debtors' First Amended Disclosure Statement.

The hearing to consider confirmation of the Plan is scheduled for
February 3, 2009, at 2:00 p.m., prevailing Eastern Time.

                       Plan Amendments

The modifications found in the 1st Amended Plan include:

  * Reclassification of Claims and Equity Interests;

  * Impairment and Voting;

  * Settlement of the Valuation Litigation;

  * Provisions regarding means of implementation, voting,
    distributions and treatment of disputed claims;

  * Establishment of reserve amounts for disputed general
    unsecured claims;

  * Special provisions regarding insured claims; and

  * provisions regarding Ace Companies' Insurance and Policy
    Claims.

Specifically, the 1st Amended Plan contemplates, among other
things:

  (a) payment in full in Cash either on or after the Effective
      Date to holders of Allowed Administrative Claims, Fee
      Claims, Priority Tax Claims, New Money Facility Claims,
      and Other Priority Claims,

  (b) the replacement of the Rollover Facility by the Second
      Lien Exit Facility;

  (c) a distribution of 93% of New BRHI Common Stock subject to
      dilution based upon the issuance of New BRHI Common Stock
      pursuant to the Management Incentive Plan plus the
      prospect of additional recoveries from the Litigation
      Trust Proceeds to the holders of Prepetition Secured
      Credit Facility Claims and PF Letter of Credit Facility
      Claims;

  (d) to holders of Allowed Other Secured Claims, either
      reinstatement of the claims, a Cash payment, or return of
      the Collateral securing the Allowed Secured Claim;

  (e) a pro rata distribution of 5.74% of the New BRHI Common
      Stock (subject to dilution based upon the issuance of New
      BRHI Common Stock pursuant to the Management Incentive
      Plan) 81.93% of the New BRHI Warrants and the prospect of
      additional recoveries from the Litigation Trust Proceeds
      to holders of Senior Note Claims;

  (f) a pro rata distribution of 1.26% of the New BRHI Common
      Stock (subject to dilution based upon the issuance of New
      BRHI Common Stock pursuant to the Management Incentive
      Plan) 18.07% of the New BRHI Warrants and the prospect of
      additional recoveries from the Litigation Trust Proceeds
      to holders of Allowed General Unsecured Claims in Class 6;

  (g) a Cash payment to holders of Allowed Convenience Claims in
      an amount equal to 8% of the total Allowed amount of each
      Convenience Claim; and

  (h) no recovery to holders of Subordinated Claims or Equity
      Interests.

In no event will the holders be entitled to receive value in
excess of the Allowed amount of their Claims.

Moreover, the 1st Amended Plan provides that Classes:

  * 2 (Rollover Facility Claims),
  * 3 (Pre-Petition Secured Credit Facility Claims0,
  * 4 (Other Secured Claims),
  * 5 (Senior Note Claims),
  * 6 (General Unsecured Claims),
  * 7 (Convenience Claims),
  * 9 (Subordinated Claims), and
  * 10 (Equity Interests),

under the Plan may be or are Impaired.

To the extent Claims in Classes 2, 3, 4, 5, 6 and 7 are not
subject of an objection, the holders of the Claims are entitled to
vote to accept or reject the Plan.  Classes 9 and 10 will receive
no distributions pursuant to the Plan and, thus, pursuant to
Section 1126(g) of the Bankruptcy Code, the holders are deemed to
reject the Plan and are not entitled to vote to accept or reject
the Plan.

Class 1 (Other Priority Claims) and Class 8 (Intercompany Claims)
under the Plan are unimpaired.  Pursuant to Section 1126(f) of the
Bankruptcy Code, holders of Claims in Classes 1 and 8 are
conclusively deemed to have accepted the Plan and therefore may
not vote to accept or reject the Plan.

Accordingly, a ballot to accept or reject the plan is being
provided only to holders of claims in Classes 2, 3, 4, 5, 6 and 7.

Because Classes 9 and 10 are deemed to reject the Plan, the
Debtors intend to request confirmation of the Plan pursuant to
Section 1129(b) of the Bankruptcy Code.  According to Mr.
Greecher, Section 1129(b) permits the Court to confirm a plan of
reorganization notwithstanding the nonacceptance of a plan by one
or more impaired classes of claims or equity interests. Under that
section, a plan may be confirmed if it does not "discriminate
unfairly" and is "fair and equitable" with respect to each
nonaccepting class.

The black-lined copy of the Debtors' 1st Amended Joint Plan of
Reorganization is available for free at:

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

The black-lined copy of the 1st Amended Disclosure Statement is
available for free at:

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

                     About Buffets Holdings

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

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

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

(Buffets Holdings Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BUFFETS HOLDINGS: Court Approves Disclosure Statement
-----------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware has approved the Disclosure Statement filed
in connection with the Buffets Holdings, Inc.'s proposed Plan of
Reorganization.

Judge Walrath also authorized the Debtor to begin soliciting
approval from its creditors for the Plan of Reorganization.  With
these developments, the Debtor remains on schedule to emerge from
Chapter 11 protection during the first calendar quarter of 2009.

A hearing is set for Feb. 3, 2008, to consider confirmation of the
Debtor's plan.  The Debtor said it will begin mailing notice of
the proposed confirmation hearing and begin the process of
soliciting approvals for the plan from voting creditors.

The Debtors said it expect to emerge from Chapter 11 protection
during the first calendar quarter of 2009 with a stronger balance
sheet, significantly less debt and greater resources to operate
effectively and invest in its business.

Furthermore, the Court also approved the third amendment to the
Debtor's Debtor-in-Possession Credit Agreement with its lenders.
On Dec. 9, 2008, the Debtor executed this amendment, which secures
its financing through April 30, 2009, with a possible extension to
May 31, 2009, and keeps the Debtor on track to exit Chapter 11
protection during the first calendar quarter of 2009.

The amendment also waives breaches under the DIP agreement and
makes necessary adjustments to ongoing covenants.  The Debtor
intends to make a partial prepayment of the DIP facility now that
the Court has approved the amendment.

Over the past several months, the Debtor has focused its efforts
on right-sizing the organization, including streamlining its
portfolio of restaurants and reducing operating expenses across
the business.

Mike Andrews, Chief Executive Officer of Buffets Holdings, said,
"Court approval of the Disclosure Statement and authorization to
begin the solicitation of creditor approval of our Plan of
Reorganization represents an important step toward emerging from
bankruptcy.  We remain on schedule to emerge from Chapter 11
during the first calendar quarter of 2009."

He continued, "Thanks to the hard work and dedication of our Team
Members, Buffets Holdings will be stronger and more financially
secure when we emerge from bankruptcy.  We will have substantially
less debt and the right level of resources to operate effectively
and make investments that ensure we can continue to deliver the
highest quality food, service, and value to our guests."

                        Objections

Prior to the Court's entry of an order approving the disclosure
statement, various parties have filed objections to the adequacy
of Buffets' disclosure statement to its Chapter 11 plan of
reorganization.

As required by Section 1125(a)(1) of the Bankruptcy Code, a
Chapter 11 disclosure statement must contain information necessary
to enable holders of claims and interests in the debtor's estates
to make an informed judgment on the plan.

The Treasurer of Douglas County, Sharon Jones, is not in favor of
the Debtors' Disclosure Statement because according to her, it
does not provide for Douglas County to retain its statutory lien
and does not pay Douglas County the 12% interest to which it is
entitled under Section 511(a) of the Bankruptcy Code and Section
39-10-104.5(3)(a) of the Colorado Revenue Service property Tax
Claim.  Ms. Jones' tells the Court that Douglas County has a
secured proof of claim against the Debtors for property taxes
amounting to $17,965 upon which the Debtors objected.  The Debtors
and Douglas County settled the claim objection under a
stipulation, but the Debtors have not filed a motion for the Court
to approve the Stipulation and Settlement Agreement.

The Louisiana Department of Revenue asks the Court to deny
approval of the Disclosure Statement, unless this default
provision be added in the Disclosure Statement:

  "A failure by the reorganized Debtor to make a payment to the
  Louisiana Department of Revenue pursuant to the terms of the
  Plan will be an event of default.  The Louisiana Department of
  Revenue will give the Debtor written notice thereof, with a
  copy to the Debtor's counsel, and the Debtor may cure the
  default within 20 days from receipt of the notice.  If the
  reorganized Debtor fails to cure an event of default within 20
  days after receipt of written notice of default, then the
  Louisiana Department of Revenue may enforce the entire amount
  of its claim in Bankruptcy Court or exercise any and all
  rights and remedies allowed under applicable state law, or
  both."

Inland Commercial Properties, the managing agent for the landlords
of non-residential real property under certain leases with the
Debtors, asks the Court to deny the approval of the Disclosure
Statement in its current form, saying that it doesn't contain
adequate information of a kind and sufficient detail that would
enable a reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment about
the Plan.  Inland says further that the Disclosure Statement lacks
the information with respect to the intended treatment of the
Debtors' unexpired leases.

Inland contends that unexpired leases that are to be rejected or
assumed by the Debtors pursuant to the Plan will be identified on
the exhibits to the Plan.  The exhibits are attached to the Plan
as filed, and the current Plan merely indicates that the exhibits
are to be provided.  In its current form, the Disclosure Statement
does not provide Inland with the kind of information that would
enable it to make an informed judgment about the Plan as required
by the Bankruptcy Code.  Without disclosure of this information in
the Disclosure Statement, Inland will not be in a position to
determine whether it can or should vote to accept the Plan, or it
should object to the Plan when the time arises.

                     About Buffets Holdings

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

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

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


BUFFETS HOLDINGS: Amends Terms of $385,000,000 DIP Loan
-------------------------------------------------------
Buffets Holdings, Inc., won approval from the U.S. Bankruptcy
Court for the District of Delaware of an amendment to the terms of
its $385,000,000 DIP credit agreement, which would allow it to
obtain a waiver from certain covenants.

Buffets and its affiliates, on September 30, 2008, filed a request
seeking the Court's authority and approval of a forbearance
agreement and second amendment to the DIP Credit Agreement as a
result of the Debtors' failure to meet the minimum EBITDA level
during one or their fiscal reporting periods.

Under that agreement, the DIP Lenders agreed to forbear from
exercising certain of their default-related rights and remedies
against the Debtors, and agreed to certain other amendments to the
DIP Credit Agreement.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
Wilmington, Delaware, tells the Court that in recent weeks, the
Debtors have again experienced a sales shortfall due to a decline
in customer traffic across their restaurant chain.

Beginning in early November, the Debtors initiated discussions
with certain of the Lenders and the Administrative Agent regarding
a further amendment to the DIP Credit Agreement and a forbearance
with respect to the EBITDA Default.

In this regard, the Debtors seek the Court's authority for a
limited waiver and a third amendment to the DIP Credit Amendment
as of January 22, 2008, and to pay the fees provided for in the
Third Amendment.

On December 1, 2008, and as disclosed in filing with the
Securities and Exchange Commission, the Loan Parties and the
Required Lenders agreed to terms by which the Lenders agreed to
forbear, for a period of time from exercising certain of their
default-related rights and remedies, Mr. Greecher recounts.

The Loan Parties are:

Entity                                  Role/Capacity
  ------                                  -------------
  Buffets, Inc.                           Borrower

  Buffets Holdings, Inc.                  Holdings

  Subsidiaries of Buffets, Inc.
  and Buffets Holdings, Inc.              Guarantor

  Financial Institutions Party            Lenders

  Credit Suisse, Cayman Islands Branch    Administrative Agent

The Forbearance Agreement gave the Debtors until December 5 to
negotiate the Third Amendment, provided it is executed by December
5 and afforded a further extension of the forbearance period until
the date of a hearing on approval of the Third
Amendment, but not later than December 16, 2008.

Among other things, the Third Amendment intends to include:

  (a) agreement by the Lenders that until the expiration or
      termination of the Forbearance period, they will
      temporarily forbear from exercising their default-related
      rights and remedies against Buffets, Inc., or any other
      Loan Party solely with respect to the Specified Defaults.
      As used in the Third Amendment, the term "Forbearance
      Agreement" will mean the period beginning on the
      Forbearance Effective Date and ending on the earlier to
      occur of: (i) any Forbearance Default, and (ii) December
      17, 2008;

  (b) modification of the "Applicable Percentage" used to
      calculate the interest rate for the new Money Loans from
      8.25% to 15%;

  (c) modification of the Calendar Maturity of the DIP Credit
      Agreement from January 22, 2009, to April 30, 2009, which
      may be further extended with the consent of the Required
      Lenders to May 31, 2009;

  (d) modification of the definition of the LIBO Rate applicable
      to the New Money Loans, that the maximum cap on the LIBO
      Rate, which was previously 5% will no longer apply;

  (e) inclusion of this provision to Section 2.05 of the DIP
      Credit Agreement:  The Borrower agrees to pay, to the
      extent the effective date of the plan of Reorganization
      confirmed by the Bankruptcy Court will not have occurred
      on or before February 28, 2009, to each Lender on that
      date, a fee equal to 1% of the aggregate amount of the
      Lender's outstanding New Money Loans on that date;
      provided, however, that the Borrower may elect to pay the
      fee by increasing the outstanding principal amount of the
      New Money Loans by the aggregate amount of that fee;

  (f) modification of Section 2.05 of the DIP Credit Agreement,
      pertaining to prepayment, to provide that "with respect to
      the prepayment made by the Borrower on the Third Amendment
      Effective Date, each New Money Lender will have the right
      to decline the prepaypment and any amount so declined will
      be reallocated to the New Money lenders that have accepted
      that prepayment";

  (g) modification of paragraph (b) of Section 5.13 of the DIP
      Credit Agreement to read: "(b) the borrower will use its
      best efforts to ensure that:

       (i) a plan of Reorganization and Disclosure Statement in
           the Bankruptcy Cases will be filed with the
           Bankruptcy Court on or before October 30, 2008,

      (ii) an order approving the adequacy of the Disclosure
           Statement and otherwise finding the disclosure
           statement in compliance with Section 1125 of the
           Bankruptcy Code will be entered in the Bankruptcy
           Cases on or before December 31, 2008, and

     (iii) the Bankruptcy Court will have entered an order
           confirming the Plan of Reorganization by Feb. 28,
           2009.

  (h) amendment of the Capital Expenditures budget amounts in
      Section 6.10 of the DIP Credit Agreement as well as
      inclusion of a provision indicating that the Company will
      not exceed $3,000,000 of Capital Expenditures in any given
      four-week reporting period;

  (i) amendment of the Minimum Consolidated EBITDA covenant
      amounts in Section 6.13 of the DIP Credit Agreement;

  (j) modification of paragraph (p) of Article VII of the DIP
      Credit Agreement to provide that these will constitute
      an event of Default: "(p) any of the following will not
      occur; (i) a disclosure statement in the Bankruptcy Cases
      will be entered on or before December 31, 2008, finding
      that the disclosure statement contains adequate
      information and otherwise complies with Section 1125 of
      the Bankruptcy Code, or (iii) the Bankruptcy Court will
      have entered an order confirming the Plan of
      Reorganization on or before February 28, 2009;

  (k) release by the Borrower and Holdings of any Claims, and
      agreement not to sue on account of the claims, related to
      (i) any Loan Document, (ii) any transaction, action or
      omission contemplated thereby, or (iii) any aspect of the
      dealings or relationships between or among the Borrower
      and the other Loan Parties, on the one hand, and the Agent
      and the Lenders, on the other hand, relating to any Loan
      Document or transaction, action or omission contemplated
      thereby;

  (l) agreement by Borrower and Holdings to pay all fees, costs
      charges and expenses incurred by the Administrative Agent,
      the Collateral Agent and the Lender in connection with the
      Third Amendment, including the reasonable fees, charges
      and disbursements of (i) Blackstone, financial advisor to
      the Administrative Agent and the Collateral Agent, (ii)
      Latham & Watkins LLP and Duane Morris LLP, counsel for
      the Administrative Agent and the Collateral Agent and
      (iii) Kasowitz, Benson Torres & Friedman LLP, counsel for
      King's Cross Asset Funding 27 SARL, Anchorage Crossover
      Credit Finance, Ltd., Watershed Capital Institutional
      Partners, L.P., Watershed Capital Partners (Offshore),
      Ltd., and their affiliates;

  (m) agreement by the Borrower to repay New money loans to the
      lenders in an amount not less than $6,950, and not greater
      than $8,000 in accordance with the provisions set forth in
      Section 2.12 of the DIP Credit Agreement as amended by
      the Third Amendment; and

  (n) agreement by Borrower and Holdings to pay to the
      Administrative Agent on the Third Amendment Effective
      Date, for the benefit of (i) the lenders holding New Money
      Loans set forth in Section 2.12 to the Credit Agreement,
      and (ii) any financial institution  acquiring New Money
      Loans from the Lenders not set forth on Schedule 2.12 to
      the Credit Agreement.

                 Confidentiality Issues

As previously reported, the Debtors -- in their intent to keep
commercial information confidential to avoid disclosure that could
impair their ability to negotiate good exit financing -- sought
the Court's authority to file under seal, the fee letter related
to the Secured Super-priority Debtor-in-Possession Credit
Agreement.

At a hearing held October 14, 2008, Judge Walrath denied the
Debtors' request to file under seal the fee letter upon which the
Arrangement Fee is specified contending that a fee cannot be
confidential commercial information required to be sealed.

In light of this, Credit Suisse, Cayman Islands Branch, as
Administrative Agent for the Debtors' DIP Credit Agreement, asked
Judge Walrath to stay his order pending a ruling on its appeal of
the Court's denial of the Debtors' motion to file the Fee Letter
under seal.

Credit Suisse contended that a stay is necessary and appropriate
to prevent irreparable harm that the disclosure of the Fee Letter
will bring to it as Administrative Agent.

The United States Trustee, in an effort to protect public interest
in matters requiring full disclosure, had earlier requested the
Court to deny the Debtors' motion to file under seal the Fee
Letter related to the DIP credit agreement, saying that the
Bankruptcy Code and Rules place narrow limits upon sealing
documents.

Acting United States Trustee Roberta A. DeAngelis, argued that
courts should recognize a general right to inspect and copy public
records and documents, including judicial records and documents.

However, Judge Walrath, on October 28, 2008, granted Credit
Suisse's request for a stay of the October 14 Disclosure Order
until the entry of a final order disposing of any appeal with
respect to the Disclosure Order is entered.

                     About Buffets Holdings

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

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

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

(Buffets Holdings Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BUFFETS HOLDINGS: To Send Ballots; Confirmation Hearing Feb. 3
--------------------------------------------------------------
In line with the filing of their Joint Plan of Reorganization,
Buffets Holdings Inc., and its affiliated debtors asked the U.S.
Bankruptcy Court for the District of Delaware to:

  (a) approve the form and manner of, and procedures for
      distributing, their solicitation packages;

  (b) approve the form and manner of notice of the confirmation
      hearing;

  (c) establish December 16, 2008, as the record date;

  (d) approve the form of ballots;

  (e) establish January 14, 2009, at 4:00 p.m., prevailing
      Eastern Time, as the voting deadline, and the deadline for
      the receipt of ballots;

  (f) approve the procedures for tabulating acceptances and
      rejections of the Plan; and

  (g) establish procedures, and set January 14, 2009, at 4:00
      p.m., as the deadline and for filing objections to
      plan confirmation; and

  (h) establish procedures for filing objections to proposed
      cure amounts for executory contracts and unexpired leases
      that may be assumed as part of the Plan.

The Court has approved the Solicitation Protocol.  The Court will
convene a hearing on Feb. 3 to consider confirmation of the Plan.

The Debtors' counsel, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP in Wilmington, Delaware, told the Court
that in accordance with Rule 3017(d) of the Federal Rules of
Bankruptcy Procedure, the Debtors propose to transmit by first
class mail to parties entitled to vote on the Plan a solicitation
package containing:

  (i) a written notice specifying (a) the Court's approval of
      the Disclosure Statement, (b) the deadline for voting on
      the Plan, (c) the date of the Confirmation Hearing, and
      (d) the deadline and procedures for filing objections to
      the confirmation of the Plan;

(ii) the Plan, either by paper copy or in "pdf" format on a CD-
      Rom, at the Debtors' discretion;

(iii) the Disclosure Statement, either by paper copy or in "pdf"
      format on a CD-Rom, at the Debtors' discretion;

(iv) the appropriate ballot and ballot return envelope; and

  (v) other information as the Court may direct or approve.

Ms. Morgan tells the Court that the Debtors' materials and manner
of service satisfy the requirements of Rule 3017(d).

Further, Ms. Morgan informs Judge Walrath of the Debtors' proposal
that they need not be required to transmit a Solicitation package
to holders of Administrative Claims, Fee Claims, Priority Tax
Claims, and new Money Claims in Class 1 and Intercompany Claims in
Class 9 -- being Unimpaired Creditors and are deemed to have
accepted the Plan, pursuant to Section 1126(b) of the Bankruptcy
Code.

Additionally, the Debtors propose that they not be required to
transmit Solicitation Packages to holders of Subordinated Claims
in Class 10 and Equity Interests in Class 11 -- being the "Deemed
Rejecting Classes", given that these are not entitled to vote on
the Plan, will not receive any distribution or retain property
under the Plan and are deemed to have rejected the Plan.

                 Confirmation Hearing
                and Publication Notices

Upon approval of the Disclosure Statement, the Debtors will serve
on the appropriate parties either a Confirmation hearing notice,
together with a Solicitation Package, or a Non-Voting Creditor
Notice.  The Debtors propose to make a one-time publication of the
Notice in the national edition of either the New York Times or
Wall Street Journal not later than 10 days after an entry of an
order approving the Disclosure Statement.

              Record Date and Procedures for
            Distribution of Solicitation Packages

The Debtors propose that the Court establish December 16, 2008, as
the record date for purposes of determining creditors entitled to
receive a Solicitation Package and who may be entitled to vote on
the Plan.  As authorized by the Court, Epiq Bankruptcy Solutions,
LLC will be permitted to inspect, monitor and supervise the
solicitation process, to tabulate ballots and to certify to the
Court the results of the balloting.

               Forms of Ballot Procedures for
              Distribution to Holders of Claim

Under Rule 3017 of the Federal Rules of Bankruptcy procedure, the
ballots for accepting or rejecting the Plan should conform
substantially to Official Form No. 14.  The Debtors propose a form
based upon Official Form No. 14, but have been modified to meet
the particular requirements of the Debtors' Chapter 11 cases and
the plan.  The appropriate form of ballot will be distributed to
all the voting parties.

For the holders of Claims in Classes 2, 3, 4 and 6, the Debtors
have also prepared master ballots to be distributed to the
administrative agent or indenture trustee, as the case may be, for
the holders of Claims within the Class.

All Master Ballots will be accompanied by return envelopes
addressed to the ballot tabulation center at Buffets Holdings
Ballot Processing, c/o Epiq Bankruptcy Solutions, PO Box 5014, New
York.

              Deadline for Receipt of Ballots

At the time of or before the approval of the Disclosure Statement,
"the court will fix a time within which the holders of claims and
interests may accept or reject the plan."  To this end, the
Debtors seeks the Court's approval to establish Jan. 14, 2009, at
4:00 p.m., prevailing Eastern Time, as the voting deadline, which
will serve as the deadline by which all ballots accepting or
rejecting the Plan will be received at the Ballot Tabulation
Center.

                 Procedures for Vote Tabulation

For purposes of voting on the Plan, with respect to all creditors,
the Debtors propose that the amount of a claim used to tabulate
acceptance or rejection of the Plan should be, as applicable:

  (a) the claim listed in a Debtors' schedule of liabilities,
      provided that (i) the claim is not scheduled as
      contingent, unliquidated, undetermined or undisputed, and
      (ii) no proof of claim has been timely filed or otherwise
      deemed timely filed by the Court under the applicable law;

  (b) the non-contingent and liquidated amount specified in a
      proof of claim timely filed with the Court or Epiq to the
      extent the proof of claim is not the subject of an
      objection, or an objection by the Debtor to a claim amount
      solely for voting purposes, filed no later than January 2,
      2008;

  (c) the amount temporarily allowed by the Court for voting
      purposes, pursuant to Rule 3018(a) of the Federal Rules of
      Bankruptcy Procedure, provided that a motion is brought,
      notice is provided and a hearing is held prior to the
      Confirmation Hearing, in accordance with the Bankruptcy
      Code, the Bankruptcy Rules and the local Rules;

  (d) except as otherwise provided, with respect to ballots cast
      by alleged creditors whose claims (i) are not listed on a
      Debtor's schedule of liabilities, or (ii) are not listed
      on a Debtor's schedule of liabilities, but who have timely
      filed proofs of claim in unliquidated or unknown amounts
      that are not the subject of an objection filed before the
      Vote Objection Deadline, the ballots will be counted.

Moreover, the Debtors ask the Court that Creditors seeking to have
a claim temporarily allowed for purposes of voting to accept or
reject the plan be required to file a motion not later than
January 9, 2009, and that the Court schedule a hearing on that
motion for a date on or prior to the hearing.

                  Deadline to File Objections

The Debtors ask the Court to set January 14, 2009, at 4:00 p.m. as
the last date for filing and serving written objections, comments
or responses to confirmation of the Plan.

                     Proposed Cure Amounts

The Debtors will cause the Cure Notice, to be served on the non-
Debtor parties to all executory parties to all executory contracts
and unexpired leases to be assumed as part of the plan by
December 20, 2008.

The non-debtor parties to the Assumed Contracts and Leases will
have until the Confirmation Objection Deadline to object to the
Cure Amounts listed by the Debtors and to propose alternative cure
amounts or proposed assumption of the Assumed Contracts and Leases
under the Plan; provided that if the Debtors amend the Contract
Notice or any related pleading that lists the Assumed Contracts
and leases to add a contract or lease or to reduce the cure
amount, except where the reduction was based upon the mutual
agreement of the parties, the non-debtor party will have at least
10 calendar days after service of that amendment to object or to
propose an alternative cure amount.

Any party objecting to the Cure Amount, whether or not the party
previously has filed a proof of claim with respect to amounts due
under the applicable Assumed Contract or lease, or objecting to
the potential assumption of the Assumed Contract or Lease, will be
required to file and serve a Cure Obligation, in writing, setting
forth with specificity any cure obligations that the objecting
party asserts must be cured or satisfied, together with documents
supporting the cure claim.

The Cure Objection must be actually received by the Debtors not
later than 4:00 p.m. Prevailing Eastern Time, on January 14, 2009
-- the Confirmation objection Deadline.

                     About Buffets Holdings

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

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

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

(Buffets Holdings Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CAMBIUM LEARNING: S&P Cuts Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Cambium Learning Inc.  The corporate
credit rating was lowered to 'CCC' from 'CCC+'.  "At the same
time, we removed these ratings from CreditWatch, where they were
initially placed with negative implications Dec. 6, 2007.  The
rating outlook is negative. Cambium had total debt of
$169.8 million as of Sept. 30, 2008," S&P said.

"We lowered the issue-level rating on Cambium Learning's senior
secured credit facility to 'CCC' (at the same level as the
corporate credit rating) from 'B-' and revised the recovery rating
on this debt to '3', indicating our expectation of meaningful (50%
to 70%) recovery for lenders in the event of a payment default,
from '2'.

"The previous CreditWatch listing was based on weakening operating
performance and the company's delay in filing its financial
statements as a result of a significant embezzlement by a former
employee. The company has filed its past due, restated financial
statements, alleviating our prior concern that a continued delay
in filing could lead to an imminent event of default.

"The ratings downgrade reflects our concerns about the potential
for weak operating performance in light of diminished prospects
for supplementary educational spending and the repercussions for
liquidity amid tightening covenants," said Standard & Poor's
credit analyst Hal Diamond.

"Sales increased 1.2% in the third quarter ended Sept. 30, 2008,
reflecting strained state budgets and reduced spending by school
districts on discretionary supplemental education spending.
EBITDA declined 12.6% in the same period due to higher operating
expenses, as the company had planned for larger sales volume.
Debt leverage declined modestly to 7.0x for the 12 months ended
Sept. 30, 2008, compared with 7.4x in the prior year, as weak
operating performance was offset by modest debt reduction.
Cambium prepaid $23 million of its term loan with the proceeds
from a settlement with the former shareholders of Cambium's
predecessor company.  In addition, the company's equity sponsor,
Veronis Suhler Stevenson, converted $7 million of subordinated
debt that it invested in the second quarter of 2008 into common
stock, when Cambium was not permitted to borrow under its
revolving credit facility during the restatement process.

"EBITDA coverage of total interest expense was thin at 1.7x for
the 12 months ended Sept. 30, 2008.  Total interest coverage was
roughly 1.4x, pro forma for the recent amendment to the company's
credit facility and senior unsecured loan, which required an
increase in interest costs.  The margins applicable to term loan
borrowings increased 375 basis points to a new level of LIBOR plus
650, resulting in an annualized increase of about $2.5 million in
cash interest expense.  In addition, the cash coupon on the
company's $51 million senior unsecured loan due 2014 remains at
10%, while the pay-in-kind portion of the coupon has increased 250
basis points to 4.25%.  Discretionary cash flow was breakeven in
the 12 months ended Sept. 30, due to significant working capital
funding requirements."


CATHOLIC CHURCH: Fairbanks Seeks $1,000,000 DIP Financing
---------------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska granted, on an interim basis, the Catholic
Bishop of Northern Alaska's request to:

    (i) approve a $1,000,000 debtor-in-possession loan between
        CBNA and the Roman Catholic Bishop of Great Falls-
        Billings, Montana,

   (ii) grant Great Falls superpriority claim status, and

  (iii) grant Great Falls a secured lien in certain unencumbered
        real property of the bankruptcy estate.

In the interim, the Diocese may borrow up to $300,000, with the
remainder of the DIP loan to be considered in a further hearing.

Unlike most dioceses and archdioceses across the country, which
are supported by chancery taxes and fees raised within their
territories, the Diocese of Fairbanks instead must subsidize all
but eight of its 43 parishes, Susan G. Boswell, Esq., at Quarles
& Brady LLP, in Tucson, Arizona, told the Court.  She said that
CBNA finances the Diocesan operations by a combination of funds
raised through the work of its Alaskan Shepherd office, income
from various endowments benefiting the Diocese's mission, and to a
much lesser extent, grants and assessments charged to the eight
self sustaining parishes.

Unfortunately, recent economic downturn has hurt the endowment so
that the Diocese cannot count on receiving any endowment income
for the foreseeable future, Ms. Boswell told Judge Donald
MacDonald IV.  She said that without endowment income to
supplement donations to the Alaskan Sheppard, the Diocese is
having trouble meeting its day to day obligations in the period
before the holiday season.  Without an immediate infusion of cash
before holiday donations pick up, she noted, the Diocese has a
significant concern that it will be unable to timely meet its
next payroll, and risks falling seriously behind on important
insurance and other payments.

In addition, the Diocese intends to use loan proceeds to pay for
the mounting Chapter 11 administrative expenses, Ms. Boswell said.
She said that the Diocese is behind on payments to all
administrative creditors, including unpaid bills for its
bankruptcy counsel for $300,000, counsel for the Official
Committee of Unsecured Creditors for $100,000, and its accountant
and local counsel for $50,000 each.  The Diocese was only able to
cover its last payroll by holding back payments on necessities
like insurance, she continued.

The Diocese is confident that once it enters the holiday season
it will be able to meet its obligations out of donations.  Ms.
Boswell said the Diocese is once again planning major cutbacks in
some of its programs to reduce budget costs.  She pointed out that
the estate would suffer immediate and irreparable harm if the
Diocese's operations are interrupted.

A copy of the Diocese's 90-day projection of sources and uses of
cash is available for free at:

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

Great Falls, which has no current or prior relationship with the
Diocese, has agreed to make a $1,000,000 loan under the terms of
a loan agreement.  The loan will be used to finance the Diocese's
continuing operations and administrative expenses, but only on
the terms and conditions specified in the Term Sheet.

The salient terms of the Term Sheet are:

  (a) Interest will accrue at an annual rate of 7%;

  (b) The term of the loan will be 20 years, and the payment
      schedule will consist of monthly installment payments of
      $7,752 to be applied toward principal and interest;

  (c) All interest payments will be deferred until the Court
      confirms the Diocese's plan of reorganization.  At that
      time, the first payment will include principal, and
      interest accrued from the date of the loan origination
      through the date of Plan confirmation;

  (d) Great Falls will be granted a security interest in certain
      property of the estate not otherwise subject to a lien, as
      well as a superpriority claim.  Specifically, Great
      Falls will be granted a lien in 14.5 acres of raw land
      next to the chancery in Fairbanks, Alaska, and a four-
      bedroom, two-bath residence featuring a chapel and four-
      car garage.  If the appraisals of the two properties do
      not equal at least the $1,000,000 principal, Great Falls
      will be entitled to identify and encumber additional
      collateral;

  (e) If the Diocese is unable to confirm a plan, or if the
      bankruptcy case is dismissed or converted to a case under
      Chapter 7, the entire principal balance and all accrued
      interest will be immediately due and payable; and

  (f) There will be no prepayment penalty.

The Diocese has attempted to obtain other financing but has been
unsuccessful because commercial lenders offered extremely
unfavorable terms, seeking 50% to 60% loan to value ratios, high
interest rates, loan commitment fees, and short payment
amortizations, Ms. Boswell told Judge MacDonald.  The Diocese,
then, looked to non-conventional sources approaching numerous
dioceses and other Catholic institutions around the United
States.  So far, only Great Falls has come forward with a DIP
loan.

If the request is denied, the Diocese cannot obtain the necessary
financing to continue its operations and preserve the estate, Ms.
Boswell said.  She said that the financing requested is sufficient
to allow the Diocese to survive the lean period before the holiday
giving season, and meet its ongoing administrative expenses.

                         Panel's Objection

Prior to the Court's entry of its order, the Official Committee of
Unsecured Creditors asked the Court to deny the request because it
believes the proposed super-priority financing is not in the best
interests of creditors, as required under Section 364 of the
Bankruptcy Code.

The Court directed the Diocese's counsel to contact the Creditors
Committee's counsel to arrange for a convenient hearing date.

In its objection, the Creditors Committee argued that the Diocese
proposed to incur an additional $1,000,000 secured, administrative
liability to spend more money on activities that do not benefit
the unsecured creditors in the slightest.  The Creditors Committee
further asserted, among other contentions, that the Diocese also
has millions of dollars of unencumbered assets at its disposal,
but the Diocese refuses to tap those funds only because using the
funds might undercut the Diocese's prior efforts to render itself
judgment-proof from its creditors.

On behalf of their clients, Manly & Stewart and Cooke Roosa LLC
filed a joinder to the Creditors Committee's objection.

In his memorandum opinion approving the request, Judge MacDonald
maintained that nowhere in the text of Section 364(c) of the
Bankruptcy Code is there any mention of a best interest of
creditors test for financing, as asserted by the Creditors
Committee.  He noted that the U.S. Congress has given debtors the
right to encumber their assets in aid of the reorganization
process.

"I don't regard CBNA's financing request as a plan to shield
assets.  Rather, the contrary is true.  The debtor is creating
liquidity in the hope of bringing this case to a successful
close," Judge MacDonald said.  "It is not 'shielding' the real
property it proposes to give as security for the loan; this
property will be encumbered with substantial debt," he added.

                   Court Clarifies Order

At the Diocese and Great Falls' behest, the Court released an
amended order clarifying that Great Falls is granted a super-
priority administrative claim with respect to funds advanced to
the Diocese.  Judge MacDonald ruled that the Diocese's obligation
to pay the DIP loan will be secured by a lien in favor of Great
Falls in the two properties as requested by the Diocese.

Judge MacDonald maintained that the liens will attach and will be
fully perfected upon entry of the amended order without the
necessity of delivering, filing or recording any deed or other
instrument, document, or notification.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Wants to Limit Loan-Related Discovery
----------------------------------------------------------------
The Catholic Bishop of Northern Alaska asks Judge Donald MacDonald
IV of the U.S. Bankruptcy Court for the District of Alaska to
limit discovery concerning the final hearing on its request to
borrow the remaining $700,000 under its $1,000,000 postpetition
secured financing facility with the Roman Catholic Bishop of Great
Falls-Billings, Montana.

The Court has permitted the Diocese on an interim basis to borrow
$300,000 under the facility, with the remainder of the DIP loan to
be considered in a further hearing.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, relates that since the Court issued its memorandum and
order granting interim approval of the $300,000 loan, counsel
for the Official Unsecured Creditors' Committee, in addition to
seeking written discovery, has stated its intent to depose:

   (1) George Bowder, the Diocese's finance officer;

   (2) Bishop Donald Kettler, bishop of the Diocese of
       Fairbanks;

   (3) a witness under Rule 30(b)(6) of the Federal Rules of
       Bankruptcy Procedure;

   (4) a representative of the Diocese's Finance Council;

   (5) a representative of the Diocese's College of Consulters;

   (6) a representative of the Diocese's Presbyteral Council;

   (7) the pastor of the Immaculate Conception Parish in
       Fairbanks;

   (8) a representative of the finance council of Immaculate
       Conception Parish;

   (9) Joseph Loncki, Great Falls' business manager;

  (10) a Rule 30(b)(6) witness for Great Falls;

  (11) Bishop Michael W. Warfel, Bishop of the Diocese of Great
       Falls-Billings; and

  (12) a representative of the Finance Council of Great Falls-
       Billings.

Ms. Boswell says that as of December 8, 2008, formal deposition
notices, and Great Falls' witness subpoenas have been issued for
at least six depositions.  In addition to being deposed by the
Creditors Committee's counsel, each of the witnesses are also to
be questioned by one of the attorneys representing certain tort
claimants, who apparently intend to participate in the
depositions as a party-in-interest.

Ms. Boswell points out that except for a one-sentence joinder,
the claimants' counsel have not objected or participated in the
contested matter in any way.  She notes that the claimants'
counsel's position is identical to that of the Creditors
Committee, which is not surprising because every member of the
Committee is also represented by the claimants' counsel.  She
argues that the participation only serves to increase the burden
and expense on the Diocese, and is duplicative of the Creditors
Committee's efforts.

In addition to being unduly burdensome, unreasonably cumulative
and duplicative, the burden and expense of the Creditors
Committee's and the claimants' counsel's proposed discovery
outweighs its likely benefit considering the needs of the case,
the limited scope of the issues at stake in the contested matter,
and the importance of the discovery in resolving the issues, Ms.
Boswell asserts.

Thus, the Diocese asks the Court to (i) limit the number of
depositions, (ii) quash the Great Falls subpoenas, and (iii)
prohibit or limit the claimants' counsel from intervening in the
contested matter or participating in discovery.

"Ultimately what is driving this discovery dispute is a
fundamental disagreement about the scope of issues remaining to
be litigated at the final hearing on the Financing Motion in
light of the Interim DIP Financing Opinion," Ms. Boswell tells
Judge MacDonald.  She contends that the evidence provided at the
emergency hearing on the financing request already substantially
covered the elements under Section 364(c).

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Seeks to Scrap 99-Year PS Ltd. Lease
---------------------------------------------------------------
The Catholic Bishop of Northern Alaska obtained the U.S.
Bankruptcy Court for the District of Alaska's approval to:

   (i) approve the rescission and termination of a 99-year lease
       dated November 1, 1969, between CBNA and Pilgrim Springs,
       Ltd. of certain real property owned by CBNA, and commonly
       known as Kruzgamepa Hot Springs Ranch or Pilgrim Hot
       Springs, and

  (ii) require PS Ltd. to turnover possession of the Property to
       CBNA.

The Diocese of Fairbanks informs the Court that is intends to
file a request, in the near future, to seek approval of bid
procedures and sale of the Property free and clear of all claims,
interests and encumbrances.

The Property consists of 320 acres of land, which is suitable for
commercial, agricultural, geothermal, oil, gas or mining
development.  The Diocese believes that the Property has
significant value that could be used to satisfy the claims of
creditors, especially the victims of sexual abuse.
Unfortunately, the Diocese has not been able to reap any of its
inherent value due to the failure of PS Ltd. to perform as it had
agreed to do under the Lease.

The Lease provided for base rent in a de minimus amount.  The
main consideration, however, was intended to come from a
percentage of the gross revenues received by PS Ltd. from three
general sources as additional rent:

    (i) Commercial operations, in which the Diocese was to
        receive 8% of the gross income for the first five years
        after PS Ltd. began operation of a resort or other
        business enterprise on the Property, and 6% of the gross
        income thereafter until the end of the Lease term;

   (ii) Geothermal operations, in which the Diocese was to
        receive 12.5% of the amount or value of steam or energy
        derived from production on the Property, and 5% of the
        value of any byproduct derived from production under the
        Lease and sold or utilized by PS Ltd. in connection with
        the geothermal operations; and

  (iii) Oil and gas and mining operations, in which the Diocese
        was to receive 20% of the gross value for oil and gas
        operations, and 10% of the gross value of minerals
        extracted and sold by PS Ltd.

The parties to the Lease intended that PS Ltd. would develop the
Property in a way that would generate income for CBNA, relates
Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona.
He notes that PS Ltd. has had the exclusive right to develop the
Property for commercial, geothermal, oil, gas and minerals
operation for nearly 40 years.  However, he discloses, PS Ltd.
has failed to develop the Property, and except for a few hundred
dollars in the late 1980s, has failed to generate any additional
rent in that time period.

PS Ltd. has further defaulted on its obligations under the Lease
by not maintaining the existing structures in the Property, and
by failing to provide CBNA accountings as required by the Lease,
Mr. Nye tells the Court.  He points out that PS Ltd.'s failures
are defaults under the Lease, which PS Ltd. said should be
excused based upon "mutual mistake", "impossibility of
performance", "Acts of God" and other acts beyond the parties'
control, including flooding allegedly caused predominantly by the
change in seasons and beavers' dams blocking exit channels for
flood waters.

Mr. Nye says that the Diocese has acknowledged and accepted PS
Ltd.'s failure to perform, and by letter dated August 7, 2008,
rescinded the Lease.  PS Ltd. subsequently stated that it
disputes the validity of the rescission, and will not willingly
turnover possession of the Property.

Hence, the Diocese seeks approval of its rescission and
termination of the Lease, and asks the Court to compel PS Ltd. to
turnover the possession of the Property to CBNA.

The Alaska Center for Energy and Power at the University of
Alaska Fairbanks has approached the Diocese about conducting "a
comprehensive resource assessment for Pilgrim Hot Springs," Mr.
Nye informs the Court.  Among other things, the ACEP will review
previous published and unpublished data from the site and conduct
surveys.  All of the information gathered by ACEP will be shared
with CBNA or future owner, and later will become part of the
public record, he says.  The best part, he notes, is that the
project will not cost the bankruptcy estate anything because it
will be funded by a grant from the State of Alaska.  These tests
will require CBNA to have physical control over the property so
that it can facilitate access for the study. The study results
will be incorporated into due diligence and marketing materials
on the Hot Springs Property.

Even while ACEP is conducting its study, the Diocese intends to
aggressively market the Property, Mr. Nye avers.  He adds that
the Diocese will contact individuals and entities active in the
development of geothermal resources in Alaska, Alaskan electrical
utility companies as well as Alaska Native corporations.  Some
entities have already contacted the Diocese expressing interest
in the Property, he adds.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 133; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks' Futures Rep. to be Named by Year-end
----------------------------------------------------------------
The Catholic Bishop of Northern Alaska and its official committee
of unsecured creditors agree that they will nominate no later
than December 31, 2008, a future claims representative for the
bankruptcy case.  They also agree to extend the deadline for the
FCR to file a proof of claim on behalf of future tort claimants
to January 30, 2009.  The parties noted that FCR's claim may be a
contingent unliquidated proof of claim, which will be valued at
the time of confirmation of a plan of reorganization.

Meanwhile, Carol McAllen, Clerk of the Trial Courts of the state
of Alaska, Third Judicial District, notified the U.S. Bankruptcy
Court for the District of Alaska that a case in the Trial Court
involving the Catholic Bishop of Northern Alaska has been stayed
due to CBNA's bankruptcy proceedings.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on Jan. 15, 2009.  (Catholic Church Bankruptcy News, Issue
No. 134; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CDX GAS: Received $450MM Offer Before Bankruptcy Filing
-------------------------------------------------------
Before filing for bankruptcy protection CDX Gas LLC received a
$625 million offer for its business.  However, after commodity
prices fell, the offer was reduced to $450 million, not enough to
be carried out outside of the Chapter 11 process, Bill Rochelle of
Bloomberg News reported.

As reported by the Troubled Company Reporter on Monday, CDX,
together with certain of its affiliated entities and subsidiaries,
filed voluntary petitions 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 said, 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 noted.

According to Mr. Rochelle, CDX listed assets of $890 million
against debt totaling $715 million, which include:

  -- a $75 million first-lien credit,
  -- $432 million owning on a second-lien loan, and
  -- $177 million on an unsecured subordinated term loan.

An affiliate of Credit Suisse Group AG is the agent for the
secured lenders.

                           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 is controlled by TCW Group
Inc., a money-management firm based in Los Angeles.  TCW in turn
is controlled by Societe
Generale, the French bank.

Houston, Texas-based CDX Gas, LLC, and 17 affiliates filed for
Chapter 11 protection on Dec. 12, 2008 (Bankr. S.D. Tex., Lead
Case No.:08-37922). Harry Allen Perrin, Esq., John E. Mitchell,
Esq. and Michaela Christine Crocker, Esq., have been tapped as the
Debtors' counsel.  In its bankruptcy petition, CDX listed assets
of $890 million against debt totaling $715 million.


CHARITABLE LEADERSHIP: Moody's Cuts 2002A Bond Rating to B3
-----------------------------------------------------------
Moody's Investors Service has downgraded the rating to B3 from Ba2
on Charitable Leadership Foundation's $53.3 million of Series
2002A bonds (Center for Medical Science Project) which were issued
through the City of Albany Industrial Development Agency.  The
rating remains on watchlist for further possible downgrade.
Moody's expects to conclude its next review of the rating within a
90 day period.  The bonds are expected to be repaid from lease
payments made by various tenants leasing space in the bond-
financed biomedical research facility located in the University
Heights district of Albany, with Charitable Leadership Foundation
ultimately providing a guaranty of debt service payments.  The
rating action reflects Moody's concerns about the precipitous
decline in CLF's levels of cash and publicly traded marketable
securities and the resulting deterioration in the strength of the
Foundation's guaranty agreement.

LEGAL SECURITY

Payments under the Installment Sale Agreement are a general
obligation of the Foundation; debt service reserve fund; mortgage
lien on the leasehold interest in facility and a security interest
in the equipment; pledge and assignment to the Trustee all right,
title, and interest to all Leases.  Although the expectation is
that lease payments from building tenants will adequately cover
debt service, the Foundation also entered into a Guaranty
Agreement with the Trustee.  Under this agreement, which is
unconditional and remains in effect for the life of the bonds, the
Foundation guarantees debt service on the bonds.

DEBT-RELATED DERIVATIVES: none

The rating action largely reflects the Foundation's steep decline
in its liquidity levels as a result of making accelerated advances
to Ordway and other loans and private investments.  As of December
9, 2008 (unaudited data), CLF had $847,595 of combined cash
equivalents and publicly traded equity securities, compared to
$15.4 million at 12/31/07 (as captured in the FY 2007 audit).
Although CLF received a large trust gift of over
$30 million in FY 2006, the large majority of these funds are no
longer held in marketable securities.

CLF has made significant upfront investments in Ordway Research
Institute during the start-up period.  As of 12/31/07, CLF grants
to Ordway totaled $17.3 million, with management reporting
approximately $7 million of support provided by CLF to Ordway
during FY 2008.  Changes have been made in an attempt to secure
Ordway's self sufficiency, including the decision to close down
the drug development department and recruit new researchers who
have adequate research funding supporting them.  Nevertheless,
CLF's support of Ordway over the years has resulted in significant
deterioration of CLF's balance sheet strength, and CLF's payments
to Ordway have essentially been subsidizing Ordway's lease
payments for the facility.  CLF's management reports a target of
Ordway being self-sufficient by July 2009.

The Charitable Leadership Foundation, which was established in
1999, has a relatively short operating history and small
management team and is largely governed by a single member of the
Foundation's establishing family.  Unlike almost all Moody's-rated
not-for-profit organizations, the Foundation does not have a self-
perpetuating Board of Trustees overseeing the organization's
financial operations and preservation of financial resources.

Outlook

The rating remains on watchlist for further downgrade and we
expect to conclude Moody's review in a 90 day period. "We will
continue to focus on CLF's levels of liquid assets (including cash
and publicly traded securities), the diversification of the
Foundation's investment portfolio, as well as the Foundation's
ability to receive payments on loans receivable and generate
income from private investments near term," Moody's says.

                 What could change the rating-UP

Growth of the Foundation's liquid reserves through the sale of
private investments and collection of loans payable coupled with
evidence that Ordway and other tenants can fully support lease and
debt service payments on an ongoing basis without support from
CLF.

                 What could change the rating-DOWN

Failure to successfully liquidate private investments in order to
support ongoing grants and expenses

       KEY INDICATORS FOR CHARITABLE LEADERSHIP FOUNDATION:

   -- Total cash, cash equivalents, and publicly traded equity
      securities as of 12/9/08 (unaudited): $847,595

   -- Total cash, cash equivalents, and publicly traded equity
      securities as of 12/31/07: $15.4 million

   -- Total Net Assets as of 12/31/07: $43.9 million, including
      $18.6 million of loans receivable, $2.2 million of notes
      receivable, and $7.6 million of non-publicly traded
      investments

   -- Total debt: $53.3 million as of 12/31/07

RATED DEBT:

Series 2002A Civic Facility Revenue Bonds: B3 on watchlist for
possible downgrade

The rating on the Series 2002A bonds was assigned by evaluating
factors believed to be relevant to the credit profile of
Charitable Leadership Foundation such as 1) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and vii)
the issuer's management and governance structure related to
payment.  Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Credit Policy & Methodologies directory.

The last rating action was on May 16, 2007 when Charitable
Leadership Foundation's rating was confirmed with a negative
outlook and removed from watchlist for downgrade.


CHASE MORTGAGE: S&P Revises Junk Ratings on Two Classes to Low-B
----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on four
classes of certificates issued in June 2007 by Chase Mortgage
Finance Trust Series 2007-A2 after downgrading them in error on
Dec. 5, 2008.  "We raised the ratings back to their levels at
issuance," S&P said.

"We had incorrectly downgraded these four classes on Dec. 5, 2008,
as part of a larger review of U.S. prime jumbo residential
mortgage-backed securities (RMBS) transactions issued in 2007.

"The transaction is collateralized by two pools of mortgage loans:
mortgage pool I and mortgage pool II.  When analyzing mortgage
pool I in connection with the affected classes of certificates for
the Dec. 5 rating actions, we applied a methodology that we use
for 2006- and 2007-vintage prime jumbo transactions.  However, the
loans in the pool that back these affected classes of certificates
were actually seasoned 45 months at the time we originally rated
the transaction in 2007.  When analyzing seasoned-loan deals, we
use our methodology applicable at the time the loans were
originated, rather than the time the deal is rated; therefore,
because these loans were originated in 2003, we should have used
the methodology we apply for 2003-vintage prime transactions.  The
revised corrected ratings reflect the application of our 2003-
vintage methodology (rather than the 2007-vintage methodology),
which indicated that the projected credit support is sufficient to
maintain the corrected ratings.

"The ratings on the more-senior classes of certificates
collateralized by loans in mortgage pool I are not affected by
today's rating actions because those ratings were not incorrectly
lowered on Dec. 5, 2008.  Similarly, the ratings on the classes of
certificates collateralized by the transaction's mortgage pool II
are also not affected by today's rating actions because the loans
in mortgage pool II were not seasoned and, in analyzing these
loans, we used the proper methodology."

   RATINGS REVISED

   Chase Mortgage Finance Trust Series 2007-A2

                                   Rating
   Class   CUSIP       Current     Dec. 5     Pre-Dec. 5
   -----   -----       -------     ------     ----------
   I-B1    16163LAW2   A           BBB        A
   I-B2    16163LAX0   BBB         BB         BBB
   I-B3    16163LAY8   BB          CCC        BB
   I-B4    16163LAZ5   B           CCC        B


CHRYSLER LLC: Gov't Working on Financial Aid for Auto Industry
--------------------------------------------------------------
The Wall Street Journal reports that the U.S. President George
Bush said that the government working with stakeholders on a way
forward on a financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

According to WSJ, President Bush admitted to reporters while on
board Air Force One during his trip to Iraq and Afghanistan, "An
abrupt bankruptcy for autos could be devastating for the economy."

WSJ relates that the U.S. Treasury Department said on Monday that
it hasn't made any decision on how to craft bailout for the
automakers.  The report states that Treasury spokesperson Brookly
McLaughlin told reporters that department officials are working
closely with the White House on the issue and are still
considering pertinent data.  "We continue to assess and review the
information we have received from the auto makers, and we are
providing regular briefings to the White House on our thinking,"
the report quoted Ms. McLaughlin as saying.

WSJ says that the government is trying to determine the amount of
money it will take to help GM, Chrysler, and Ford Motor.
According to the report, the government is discussing a rescue
from $10 billion to $40 billion or more.

The automakers could tap Treasury Department's $700 billion fund
for the financial industry, WSJ states.  Citing people familiar
with the matter, WSJ relates that about $15 billion of that fund
is yet uncommitted from the first tranche of $350 billion, so the
government could be forced to ask that the second half cover the
automakers' needs.

The government, WSJ says, must also figure out whether and how to
press for concessions from affected parties, including factory
employees, dealers and holders of the automakers' debt.  Critics,
according to WSJ, said that without concessions, the automakers
would need cash infusions long into the future.

The government is also considering requiring any automaker seeking
aid to file for bankruptcy, WSJ reports, citing sources familiar
with the matter.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CHRYSLER LLC: Moody's Puts 25% Probability of Gov't Bailout
-----------------------------------------------------------
The U.S. government will likely provide immediate stopgap
financing to bridge the major American auto companies until a more
complete agreement can be reached early in 2009, says Moody's
Investors Service in a new report that outlines the three mostly
likely bailout and bankruptcy scenarios for government help to
Ford Motor Co., General Motors Corp., and Chrysler LLC.

"We think it's most likely that a prepackaged bankruptcy filing
coupled with government financial assistance will be needed to
restructure the Big Three," said Moody's Senior Vice President
Bruce Clark, a co-author of the report.  "The government will also
probably offer support by providing or guaranteeing debtor-in-
possession or DIP financing, and bondholder losses would probably
be less than 75% in this scenario."

In the wake of the domestic auto manufacturing companies' request
for urgent financial assistance from the federal government, the
Moody's report describes three bailout and bankruptcy scenarios
for Detroit, assesses the probabilities of these scenarios, and
examines the extent of likely losses in each of the scenarios for
auto manufacturer debt holders.  It then assesses the broader
implications of the three scenarios, across the larger economy
generally and specifically on 10 important financial and
industrial sectors.

These include auto-part manufacturers, captive finance companies,
car rental companies, banks, auto dealers, steel, chemicals,
rental car fleet securitizations, state and local governments,
dealer floorplan securitizations, auto loan/lease securitizations,
and rental car fleet securitizations.

"A prepackaged bankruptcy might be the best approach to current
problems, but achieving timely agreement from a broad range of
creditors would be highly difficult, especially given the critical
funding status of GM and Chrysler," said Mr. Clark.

While the analyst and his Moody's colleagues give a prepackaged
bankruptcy filing coupled with government financial assistance a
70% likelihood of coming to pass, they assign a 25% probability of
a government bailout without a near-term automaker bankruptcy.

"Under this less-likely scenario, a comprehensive bailout package
is agreed to that enables the automakers to restructure without
any bankruptcy filings during 2009.  The degree of economic
disruption and direct financial loss for investors would be
contained, at least in the short term," said Mr. Clark.
"Bondholder losses would be the least in this scenario, although
there is a risk that such a reorganization would be inadequate,
and that at least one automaker might file for bankruptcy beyond
2009."

Given only a 5% likelihood, Moody's also considers the "freefall
bankruptcy" scenario without a prepackage plan and without
government involvement.  This would involve the most significant
disruption to the economy, including potential bankruptcies in
associated industries such as auto parts suppliers and auto
dealers.

"The negative consumer sentiment and erosion of franchise value
would make the reorganization process more complex for the
automakers and a Chapter 7 liquidation of at least one of the
automakers possible," said Mr. Clark.  "Auto bondholder losses
could be in the 75-100% range in this scenario."


CHRYSLER LLC: Unions Offer $12 Billion Loan to Boost Sale
---------------------------------------------------------
Chrysler LLC said that it will join "Invest in America" credit
union loan partnership, following General Motors Corp.'s lead.
This gives 1,295 credit unions in Michigan, Ohio, Indiana, and
Illinois access to cash discounts for its members from GM and
Chrysler and access to affordable financing on new vehicle
purchases.

Chrysler will expand the pilot program in eight additional states,
as well as the original four Midwest states.  This will make
available an additional $12 billion in auto loans for the program
and bring discounts to another 14 million credit union members.
The program, running from Dec. 16, 2008, through
June 30, 2009, offers "Credit Union Member Cash" rebates of $500
or $1,000 on eligible Chrysler, Jeep, and Dodge vehicles.  These
rebates will be exclusively for credit union members who also
obtain their financing from a credit union, layering on top of
other incentives.

"'The Invest in America' program will provide access to affordable
financing options and special discounts for credit union members
who want to purchase a new Chrysler, Jeep or Dodge vehicle," said
Steven Landry, Chrysler executive vice president of North American
Sales.  "We are confident that the 'Invest in America' program and
"Credit Union Member Cash" will provide significant value for our
customers and the economy as a whole during these challenging
economic times."

To gain access to the rebates, credit union members can bring
proof of credit union financing to a Chrysler dealership.  Credit
union loan rates average 5.4% compared to 6.9% for average bank
rates according to Datatrac, a survey company that tracks auto
loan rates.  Participation does require that the consumer belong
to a credit union.

"'The Invest in America' vision is to create a win-win program
where credit unions pledge billions in low-cost credit union
financing and strong marketing support in return for exclusive
credit union member discounts and rebates," says David Adams,
Michigan Credit Union League president and CEO.  "Credit unions
have always focused on service to their members and communities.
This program simply expands that vision to apply much needed
financing assistance to help boost domestic auto sales."

The eight additional states taking part in the "Credit Union
Member Cash" rebates are Oklahoma, Texas, Kentucky, Arkansas,
Tennessee, Louisiana, New Mexico and Mississippi.

The "Invest in America" program was created by CUcorp, a marketing
company based in Livonia, Michigan and a wholly-owned subsidiary
of the Michigan Credit Union League.  There are plans to bring
"Invest in America" nationwide, possibly by the second quarter of
2009.

Citing Mr. Adams, The Associated Press relates that the credit
unions are negotiating to partner with Ford Motor to offer similar
discounts.

John D. Stoll at The Wall Street Journal reports that according to
results from surveys by Merrill Lynch & Co. and CNW Research,
consumers would still consider purchasing or leasing a vehicle
from a bankrupt automaker, as long as the U.S. government is
willing to step in the company's Chapter 11 process.  WSJ relates
that CNW Research's President Art Spinella said on Tuesday that
people would feel much better about a Chapter 11 automaker's
chances "as long as there are loan guarantees by the government."

According to WSJ, GM Rick Wagoner has said that consumers would
stay away from automakers in bankruptcy.  The report states that
Mr. Wagoner told the Congress that a CNW Research survey,
conducted in July among 6,000 respondents, suggested that 80% of
potential car buyers would abandon plans to buy a vehicle from a
bankrupt automaker.

                       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.


CINEMARK HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Plano, Texas-based movie exhibitor Cinemark Holdings Inc. and
subsidiary Cinemark Inc., which S&P analyzed together on a
consolidated basis, to stable from positive.  S&P said: "At the
same time, we affirmed our ratings on the company, including the
'B' corporate credit rating."

"The outlook revision reflects our view that upgrade potential is
being postponed by pressures that we expect on the company's
discretionary cash flow, related to the recession, the company's
high regular dividend (totaling 20% of EBITDA), and the onset of
cash interest payments on Cinemark Inc.'s notes beginning in
September 2009," said Standard & Poor's credit analyst Jeanne
Mathewson.

According to S&P: "The company has been using proceeds from its
April 2007 IPO to pay down debt, but not in a magnitude sufficient
to bring down leverage. We also believe that the recession's
effect on consumer spending will make it more difficult for the
company to offset attendance declines with ticket price increases
and to maintain high-margin concession sales.

"The 'B' rating reflects Cinemark's high lease-adjusted leverage
and financial risk, the mature and highly competitive nature of
the U.S. motion picture exhibition industry, exposure to the
fluctuating popularity of Hollywood films, shortening windows
between theatrical and DVD/video-on-demand releases, and
competition from other exhibitors and alternative entertainment
sources. These concerns are only partially tempered by Cinemark's
good liquidity, the company's quality theater circuits, above-
average profit margins, an experienced management team, and the
modest diversity provided by its profitable non-U.S. operations."


CITGO PETROLEUM: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said its outlook on CITGO
Petroleum Corp. to negative from stable.  "At the same time, we
affirmed our ratings on the company, including the 'BB' corporate
credit rating," S&P said.

"The outlook revision reflects the heightened risk and
uncertainties associated with CITGO's parent, Petroleos de
Venezuela S.A. (PDVSA; BB-/Negative/--), and the potential impact
to CITGO's credit quality," said Standard & Poor's credit analyst
Amy Eddy.  "The revision of CITGO's outlook follows the revision
of the outlook on PDVSA and its sole shareholder, the Bolivarian
Republic of Venezuela (BB-/Negative/B), to negative from stable on
Dec. 10, 2008.  In light of lower oil prices combined with robust
social spending programs in Venezuela, PDVSA could implement
measures to optimize its returns from CITGO that could prove
detrimental to CITGO's financial profile."

"CITGO's rating is one notch higher than PDVSA because of the
relative strength of the refiner's financial profile and the asset
protection afforded to CITGO's creditors, but we believe it is not
entirely immune to the financial pressures at PDVSA and the
Republic of Venezuela.  We will review further challenges at PDVSA
and the related impact on CITGO as they occur."

CITGO's satisfactory business risk profile reflects the company's
strength as a stand-alone entity and is based on the scale and
complexity of its refining operations, which have net crude
processing capacity of 750,000 barrels per day (bpd) through three
fuel refineries.  Over the past two years the company has sold
several of its assets, including two asphalt refineries, its
interests in major refined-products pipelines, and its 41%
nonoperating interest in the Lyondell-CITGO Refining L.P. (LCR;
unrated) joint venture to Lyondell Chemical Co. in 2006.  The
company upstreams proceeds from asset sales to PDVSA.  Although
the reduction in CITGO's asset base is unfavorable for credit
quality, the company's refining operations following the sales
remain considerable and are adequate to support the ratings."

"CITGO's remaining throughput still places it among the largest
refiners in the U.S.  The company gains substantial competitive
advantage from its ability to process large volumes of heavy sour
crude oils -- which trade at sharp discounts to better-quality
crude oil -- into high-margin products, and from its relatively
large refineries, which give it economies of scale."


CITIZENS REPUBLIC: Fitch Rates US$300MM Preferred Stock at 'BB+'
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the $300 million
in preferred stock, series A issued by Citizens Republic Bancorp,
Inc. (CRBC, rated 'BBB-/F3' by Fitch) under the Treasury's Capital
Purchase Program (CPP). The CPP is one of the U.S. Government
programs established to help stabilize and restore confidence in
the U.S. banking system. (For more on the CPP and other U.S.
Government programs, see Fitch's reports 'TARP Impact Positive for
Financial Institutions', dated Oct. 10, 2008, and 'US Government
Programs Stabilize and Strengthen US Banks', dated Oct. 20, 2008).
This preferred stock issuance represents 3% of CRBC's risk-
weighted assets.

Ratings Assigned:

Citizens Republic Bancorp, Inc.

   -- Preferred stock, series A at 'BB+'.


CLAIRE'S STORES: Posts $74MM Net Loss in Nine Months ended Nov. 1
-----------------------------------------------------------------
Claire's Stores, Inc., reported its financial results for the 2008
third quarter and nine months ended Nov. 1, 2008.

For three months ended Nov. 1, 2008, the company reported a net
loss of $21.5 million compared to a net loss of $13.8 million for
the same period in the previous year.

The company reported net sales of $333.0 million for the 2008
third quarter, a 6.8% decrease from the 2007 third quarter.  The
decrease was attributable to a decline in same store sales and the
effect of foreign currency translation, partially offset by new
store sales.

For nine months ended Nov. 1, 2008, the company incurred a net
loss of $74.0 million compared with a $14.6 million loss for the
same period in the previous year.

Net sales for the first nine months of 2008 declined 4.1% to
$1.02 billion from $1.07 billion.  Same store sales decreased
6.8%.  For the first nine months of 2008, Adjusted EBITDA was
$137.0 million compared to $185.5 million in the first nine months
of 2007.

                  Liquidity and Capital Resources

During the nine months ended Nov. 1, 2008, cash used in operating
activities was $19.4 million, compared with cash used by operating
activities of $14.8 million during the nine months ended Nov. 3,
2007.  The increase in cash used in operating activities was
impacted by increased interest expense payments due to nine months
of debt interest in the current year period as compared to five
months of debt interest for the prior year period.  This was
partially offset by a decrease in transaction-related costs.
Capital expenditures during the nine months ended Nov. 1, 2008,
were $45.3 million, of which $28.7 million related to new store
openings and remodeling projects, compared with $70.7 million of
capital expenditures during the nine months ended Nov. 3, 2007.

As of Nov. 1, 2008, the company had cash and cash equivalents of
$193.9 million.  The company anticipates that cash generated from
operations will be sufficient to meet its future working capital
requirements, new store expenditures, and debt service
requirements as they become due.  However, the company's ability
to fund future operating expenses and capital expenditures and its
ability to make scheduled payments of interest on, to pay
principal on, or refinance indebtedness and to satisfy any other
present or future debt obligations will depend on future operating
performance.

At Nov. 1, 2008, the company's balance sheet showed total assets
of $3.4 billion, total liabilities of $2.9 billion and
stockholders' equity of $506.6 million.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?364c

In a separate filing with the Securities and Exchange Commission,
the company disclosed that Mark Smith will no longer serve as
president of Europe as of Jan. 18, 2009.  Mr. Smith has agreed to
serve as an advisor to the senior management of the company after
his departure.

                       About Claire's Stores

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.
While the latter operates only in North America, Claire's operates
worldwide.  As of May 3, 2008, Claire's Stores, Inc. operated
3,053 stores in North America and Europe.  Claire's Stores Inc.
also operates through its subsidiary, Claire's Nippon Co. Ltd.,
201 stores in Japan as a 50:50 joint venture with AEON Co. Ltd.
The company also franchises 169 stores in the Middle East, Turkey,
Russia, South Africa, Poland and Guatemala.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2008,
Moody's Investors Service confirmed Claire's Stores, Inc., long
term ratings, including its probability of default rating at Caa1.
In addition, Moody's affirmed Claire's speculative grade liquidity
rating at SGL-4.  The rating outlook is negative.  The
confirmation reflects Moody's view that the Caa1 appropriately
reflects higher-than-average probability of default over the near
to medium term, given what Moody's views as an overleveraged and
unsustainable capital structure.  It also reflects the view that
the company will be able to fund its free cash flow deficits with
excess cash over the next twelve months, providing it some time in
order to improve operating performance.


CONNACHER OIL: S&P Puts Low-B Ratings on Negative Watch
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and 'BB+' secured debt ratings on Connacher Oil
and Gas Ltd. on CreditWatch with negative implications.  This
follows Connacher's announcement that it will temporarily curtail
production at Great Divide to about 5,000 barrels a day (bbl/d)
and will temporarily suspend the construction program at its Algar
project.  The recovery rating of '1' on the secured second-lien
notes is unchanged.

"The CreditWatch placement reflects the significant decrease in
expected cash flow for 2009, the result of both weak oil prices
and the announced curtailment of production at Great Divide," said
Standard & Poor's credit analyst Jamie Koutsoukis.  Furthermore,
the expectation that Algar would be completed on schedule without
any material cost increases supported the current debt level on
Connacher's balance sheet.  "With the delay at Algar and current
liquidity being used to support to existing operations, we believe
that if these temporary measures continue for a prolonged period,
a material deterioration in Connacher's financial risk profile
that would not support the 'BB-' rating is possible," Ms.
Koutsoukis added.

"The ratings on Calgary, Alta.-based Connacher reflect, in our
opinion, the company's relatively high leverage, the sensitivity
of its oil sands project profitability to unscheduled shutdowns
and input pricing volatility, and execution and cost escalation
risk in developing future phases.  We believe that somewhat
mitigating these weaknesses are the above-average internal reserve
replacement potential associated with its oil sands leases; the
expected stable production profile; the negligible finding costs
associated with oil sands extraction; and a reduced exposure to
heavy oil differentials, diluent prices, and natural gas costs
associated with Connacher's wholly owned U.S. refinery and
Canadian conventional upstream operations.

"We will resolve the CreditWatch when we have greater clarity
regarding the time frame Connacher will be curtailing production,
and a revised schedule and capital estimate for the construction
of its second 10,000 bbl/d project (Algar)."


CONTINENTAL ALLOYS: S&P Lowers Corp. Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Continental Alloys & Services Inc. to 'B-' from 'B'.
"At the same time, Standard & Poor's lowered the ratings on the
company's $40 million asset-based revolving facility and
$140 million senior secured term loan to 'B-' (same as the
corporate credit rating) from 'B', with recovery ratings of '3',
indicating our expectation of meaningful (50% to 70%) recovery in
the event of a payment default.  The outlook is negative," S&P
said.

"The downgrade reflects our assessment that weaker demand from
exploration and production companies and lower steel prices due to
weak energy prices will result in a decline in the company's near-
term operating performance.  This will likely put the company at
risk of violating its bank facility covenants, beginning as early
as first-quarter 2009, with the greatest risk of covenant breach
in the third quarter.

"Continental's customers are primarily larger oilfield service
companies buying down-hole products to complete oil and natural
gas wells.  This business has benefited from increased demand amid
high natural gas prices.  However, we believe that Continental's
revenue could fall sharply in a cyclical downturn, and if it does,
that profit margins would shrink.  The company would likely have
only limited negotiating leverage and pricing power with its large
suppliers and customers, making its business risk profile
vulnerable.

"The negative outlook reflects our expectation that the oilfield
service equipment sector will be spending less in 2009 than in
previous years due to weak energy prices, which could persist well
into 2009.

"As a result, these factors will most likely negatively affect
Continental's operating performance during this time, resulting in
weaker credit measures and a potential violation of the required
leverage covenant under its credit facility, which steps down in
early 2009 to 3x from 3.25x," said Standard & Poor's credit
analyst Sherwin Brandford.  Currently, trailing 12-month EBITDA
would need to fall by only about 15% from current levels for a
covenant breach to occur, a scenario we consider highly likely
during the first three quarters of 2009.

"We would consider a downgrade if the company breaches its
covenants under its credit facility and could not get a waiver
from its lenders," he continued.


CONVERGYS CORP: Moody's Lowers Rating to Ba1 & Continues Review
---------------------------------------------------------------
Moody's Investors Service downgraded Convergys Corporation's
senior unsecured notes to Ba1 from Baa3, senior unsecured shelf to
(P)Ba1 from (P)Baa3, and short-term rating for commercial paper to
Not Prime from Prime-3 (P-3), and assigned a Ba1 corporate family
rating. In addition, Moody's kept the ratings under review for
further possible downgrade.

The downgrade was prompted by Moody's eroding confidence regarding
management's ability to stabilize the company's Human Resources
(HR) management business, which has generated significant cash
outflows and operating losses related to weak execution of
implementation projects during 2008.

"While we believe the company has taken measures to improve the
performance of the HR business (e.g., by no longer pursuing new
implementation contracts), the ability of the company to generate
overall profits and cash flow at historical levels will be
dependent on the successful implementation of another major HR
contract, which is scheduled to go live in early 2009," Moody's
says.

Moody's believes the company will be challenged over the
intermediate term to restore cash flow to historical levels given
the poor track record in the HR business and resulting distraction
to management, the global macroeconomic downturn, deteriorating
operating margins in the company's largest segment, Customer
Management (CM), and the company's lack of success in replacing
the loss of higher margin AT&T and Sprint revenues within the
Information Management (IM) business.

"We also believe that Convergys' liquidity has tightened as a
result of limited cash flow during the past year and the full
draw-down of the $400 million revolving credit facility, a large
portion of which was used to fund the Intervoice acquisition,
which closed in September 2008.  The pressure on internal and
external sources of liquidity and the current challenging credit
markets may pose refinancing risks with respect to the
$250 million unsecured senior notes due December 15, 2009,"
Moody's said.

The review for further possible downgrade will focus primarily on
the company's progress toward achieving profitability and free
cash flow in the HR business and its liquidity position, which
could be affected by access to capital markets and the timely
collection of significant milestone payments from HR contracts.
In addition, the review will evaluate the company's plans for a
potential separation of the IM business from the rest of the
company (consisting of the CM and HR segments) into two
independent public entities and the prospects for improving
operating margins in the CM business.  The company plans to
announce a decision regarding the potential spin-off during the
year-end earnings call in January 2009.

Ratings downgraded:

   * $250 million senior unsecured notes due December 2009
     downgraded to Ba1 (LGD 4, 53%) from Baa3

   * Senior unsecured shelf rating downgraded to (P)Ba1 (LGD 4,
     53%) from (P)Baa3

   * Commercial Paper Rating downgraded to Not Prime from P-3

Ratings assigned:

   * Corporate Family Rating -- Ba1

   * Probability of Default Rating -- Ba1

   * Speculative Grade Liquidity Rating -- SGL 2

Moody's subscribers can find additional information in the
Convergys Credit Opinion published on Moodys.com.

The principal methodology used in rating Convergys was Global
Business and Consumer Service, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.

The last rating action was on September 24, 2008 when Moody's
downgraded Convergys' senior unsecured rating to Baa3 from Baa2
and short-term rating for commercial paper to Prime-3 (P-3) from
Prime-2 (P-2) and kept the ratings under review for further
possible downgrade.

Convergys Corporation, headquartered in Cincinnati, Ohio, provides
outsourced customer care, telecommunications and cable billing
services, and human resource services.


CORNERSTONE MINISTRIES: Competing Liquidation Plans Filed
---------------------------------------------------------
Cornerstone Ministries Investments and the official Committee of
unsecured creditors in the Debtor's bankruptcy case have filed
with the United States Bankruptcy Court for the Northern District
of Georgia competing Plans of Liquidation and related Disclosure
Statement.

Bankruptcy Data reports that both the Debtors and the Committee
propose to liquidate the Debtor's estate assets to cash and
distribute those proceeds to holders of allowed claims.
Bankruptcy Data says if the Court confirms either Plan, the
Committee will appoint a Plan administrator to liquidate CMI's
estate assets.  According to the report, CMI's estate assets
include both interests in mortgage loans and other assets, as well
as litigation claims against parties that dealt with CMI.

Bankruptcy Data says no person or entity will receive a release of
any kind under the Plan, though the Plan exculpates certain
parties, including the members of the Committee, with respect to
their acts in the bankruptcy case and after the effective date of
the Plan.  Bankruptcy Data says the Plan does not exculpate CMI,
its management, any entity that is related to CMI, or management
of any entity that is related to CMI.  A Plan Committee, which
will initially be composed of the members of the Committee, will
be appointed and will oversee and supervise the Plan
administrator's liquidation of CMI's estate assets.  The Plans
also provide an opportunity for bondholders to contribute
individual claims against third parties related to bond investment
in CMI to a private actions' trust.

                 About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations. The company offers development, construction,
bridge and interim loans, usually due within one to three years.
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355). J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor. The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  As of
March 1, 2008, the Debtors' summary of schedules showed
$187,661,169 in total assets and $178,586,731 in total debts.

On Sept. 8, 2008, the Court extended the Debtor's exclusive
periods to (i) file a Chapter 11 plan until Dec. 7, 2008, and
solicit acceptances of that plan until Feb. 5, 2008.


CRACKER BARREL: S&P's Outlook on 'BB-' Credit Rating Is Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Lebanon,
Tenn.-based Cracker Barrel Old Country Store Inc. (CBRL) to
negative from stable.  "We have also affirmed the company's
ratings, including its 'BB-' corporate credit rating," S&P said.

"The outlook revision is due to CBRL's weakening operating
performance," said Standard & Poor's credit analyst Jackie E.
Oberoi.  Credit metrics are weak for the rating and the company's
EBITDA cushion over financial covenants narrowed to about 5% for
the first quarter.  "While we expect the company to reduce debt
from seasonal peak levels over the next quarter such that the
EBITDA cushion widens to about 9%," added Ms. Oberoi, "we remain
concerned that without additional debt pay-down, CBRL may have
difficulty meeting financial covenants when they step down in the
fourth quarter next July."


CREDIT SUISSE: S&P Junks Rating on Class O Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2003-C5.  "In addition, we lowered our ratings on three classes
and affirmed our ratings on 12 classes from this series," S&P
said.

"The raised ratings reflect a 29% paydown of the certificate
balance since issuance as well the defeasance of $179.8 million
(20.2%) of the pool.

"The downgrades reflect our concerns regarding eight of the 17
loans with reported debt service coverage (DSC) of less than 1.0x.
The lowered ratings also reflect expected credit support erosion
following the eventual resolution of the two specially serviced
assets.

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

"As of the Nov. 17, 2008, remittance report, the collateral pool
consisted of 138 loans with an aggregate trust balance of
$890.0 million, compared with 153 loans totaling $1.26 billion at
issuance.  Excluding the defeased loans the master servicer,
Midland Loan Services Inc., reported financial information for 99%
of the pool.  Ninety percent of the servicer-provided information
was either full-year 2007 or interim 2008 data.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.66x for the pool, down from 1.75x at issuance.  There are two
loans ($25.5 million, 2.8%) with the special servicer, ING Clarion
Partners LLC.  The third-largest loan ($24.4 million, 2.8%) in the
pool is one of the two loans with the special servicer and is the
only delinquent asset in the pool that is more than 90-days
delinquent.  To date, the trust has experienced $326,264 in
losses.

"The top 10 exposures secured by real estate have an aggregate
outstanding balance of $270.1 million (30.4%) and a weighted
average DSC of 1.80x, up from 1.59x at issuance.  The third-
largest loan is with the special servicer, and three ($47.5
million, 5.3%) other top 10 loans are on the watchlist.  Standard
& Poor's reviewed property inspections provided by the master
servicer for all of the assets underlying the top 10 exposures.
Four properties were characterized as "excellent," and the
remaining properties were characterized as "good."

"There are 17 loans in the pool ($106.3 million; 12%) with
reported DSC that is lower than 1.0x. The loans are secured by
multifamily, office, retail, or industrial properties and have an
average balance of $6.2 million.  These loans have experienced an
average decline in DSC of 32% since issuance.  At this time,
Standard & Poor's has credit concerns with eight of the loans
($47.6 million, 5.4%).

"Details of the specially serviced assets are:

     -- The Serrano Apartments loan ($24.4 million, 2.8%) is the
        third-largest exposure in the pool and has a total
        exposure of $26.6 million including servicing advances and
        interest.  The loan, secured by a 438-unit multifamily
        complex in Houston, was transferred to ING Clarion on
        Oct. 11, 2007, due to monetary default and is currently
        more than 90-days delinquent.  MBS is the sponsor of the
        loan.  The replacement manager has evicted a number of
        tenants for a variety of reasons, including nonpayment of
        rent.  In addition, the credit standards that the
        replacement manager uses are more stringent than MBS'
        standards.  As of October 2008, the property was 46%
        occupied, and the DSC was negative 0.31. Standard & Poor's
        expects a moderate loss upon the resolution of the loan,
        based on various valuation points.

     -- The Amberwood Apartment loan has a total exposure of
        $1.09 million including servicing advances and interest.
        The loan, secured by a 53-unit multifamily complex in
        Riverdale, Ga., was transferred to the special servicer on
        Sept. 26, 2008, due to imminent maturity default.  The
        subject was 79% occupied, and the DSC was 0.75 as of
        August 2008.  Standard & Poor's expects a minimal loss
        following the resolution of the loan at this time.
        Midland reported a watchlist of 28 loans ($162.1 million,
        18.2%).  The Atrium at Market Center loan ($17.0 million,
        1.9%) is the largest loan on the watchlist.  The loan is
        secured by a 178-unit multifamily property in Baltimore.
        The loan appears on the watchlist due to a covenant
        compliance violation; the borrower failed to provide the
        master servicer with requested information, which would be
        used to calculate the DSC.  The information was received,
        and the DSC was 1.27x as of September 2008, based on an
        occupancy of 97.1%. The loan is not a credit concern at
        this time.

     -- The Villages of Deerfield Apartments loan ($15.3 million,
        1.7%) is on the watchlist due to a lack of financial
        reporting.  The property was assumed in October 2007 and
        is now managed by CWS Apartment Homes.  Complete property
        financial information for 2007 was not available because
        the previous borrower only provided information for the
        first two months of 2007, and CWS did not take over until
        November 2007.  The loan is secured by a 300-unit
        multifamily complex in San Antonio, Texas.  The complex
        was built in 1995 and was 94.9% occupied as of October
        2008 with a DSC of 1.23.

     -- The Challenger Business Center loan ($15.1 million, 1.7%)
        appears on the watchlist due to a decline in DSC.  The
        major tenant, Adaptec, which previously occupied 32% of
        the net rentable area (NRA) has vacated.  Raytheon has
        taken Adaptec's space on a temporary basis until its
        building is complete, which is projected to be January
        2009.  Management has stated that it is working through
        space planning bids with prospective tenants for the
        remaining vacancies at the property.  Occupancy at the
        subject, excluding Raytheon, is currently 51%, and the DSC
        is 0.77x.

     -- The Delphi Building loan ($14.4 million, 1.6%) appears on
        the watchlist because the single tenant, Delphi, filed for
        Chapter 11 bankruptcy on Oct. 8, 2005.  On June 20, 2008,
        Delphi supplied notice to the borrower of its intent to
        terminate its lease on the 222,000-sq.-ft. space.  The
        borrower has leased back up 56% of the NRA to one tenant.
        The current occupancy is 56%, and the DSC is 0.30x.

"The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.

"Standard & Poor'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 raised, lowered,
and affirmed ratings."

   RATINGS RAISED

   Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2003-C5

              Rating
   Class    To      From            Credit enhancement (%)
   -----    --      ----            ----------------------
   B        AAA     AA+                              18.21
   C        AA+     AA                               16.44
   D        AA      AA-                              12.90

   RATINGS LOWERED

   Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2003-C5

              Rating
   Class    To      From            Credit enhancement (%)
   -----    --      ----            ----------------------
   M        B       B+                                2.44
   N        B-      B                                 2.27
   O        CCC+    B-                                1.73

   RATINGS AFFIRMED

   Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2003-C5

   Class    Rating   Credit enhancement (%)
   -----    ------   ----------------------
   A-3      AAA                       22.64
   A-4      AAA                       22.64
   A-1A     AAA                       22.64
   E        A                         10.95
   F        A-                         9.00
   G        BBB+                       7.40
   H        BBB-                       5.81
   J        BB+                        4.75
   K        BB                         4.04
   L        BB-                        3.33
   A-X      AAA                         N/A
   A-SP     AAA                         N/A

   N/A -- Not applicable.


CREDIT SUISSE: S&P Lowers Rating on Class O Certs. to CCC+ From B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2005-C2.  "Concurrently, we affirmed our ratings on the remaining
20 classes from this transaction," S&P said.

"The downgrades reflect anticipated credit support erosion upon
the eventual resolution of three assets with the special servicer,
J.E. Robert Co. Inc.  In addition, the lowered ratings reflect our
credit concerns with four of the 13 loans in the pool that have
reported debt service coverage (DSC) of less than 1.0x.

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

"There are three assets totaling $25.9 million (1.67%) with the
special servicer; details of these loans are:

     -- The Oaks of Woodforest Apartments loan is the largest
        specially serviced asset with a total exposure of
        $15.5 million including servicing advances and interest
        thereon.  The loan is more than 90 days delinquent.  The
        loan is secured by a 536-unit multifamily property in
        Houston, Texas, built in 1976.  The loan was transferred
        to the special servicer in June of 2008 when the borrower
        declared that it would no longer cover the debt service
        for the loan out of pocket.  As of June 2008, the property
        was approximately 50% occupied and had a DSC of negative
        0.38x.  Per the servicer, Hurricane Ike has delayed
        progress in finalizing a potential purchase of the asset.
        Standard & Poor's received an appraisal dated September
        2008 that indicated an as-is value of $10.9 million.

     -- The Foley Towne Square loan has a total exposure of
        $6.03 million including servicing advances and interest
        thereon.  The loan is more than 90 days delinquent.  The
        loan is secured by a 42,449-sq.-ft. un-anchored retail
        property built in 2002 and located in Fenton, MI, 60 miles
        northwest of Detroit.  The subject was 95.4% occupied as
        of January 2008 and had a DSC of 1.47x.  The loan was
        transferred to the special servicer in May of 2008 due to
        imminent default.  Standard & Poor's received an appraisal
        dated September 2008 indicated an as-is value of
        $7.5 million.

     -- The Upperclassmen and Thorntree Apartments loan has a
        total exposure of $5.42 million including servicing
        advances and interest thereon.  The loan is more than 30
        days delinquent.  The loan is secured by two student
        housing properties in Huntington W.V.: The Upperclassmen,
        a 139-unit studio apartment building, and the Thorntree
        Apartments, which has 41 units with one and two bedroom
        floor plans.  The loan was transferred to special in
        October 2008 due to imminent default.  As of October 2008,
        the properties had a combined occupancy of 73.3%.  The
        properties have been affected by a change in Marshall
        University's rules stipulating that sophomores are now
        required to live on campus.  At this time, Standard &
        Poor's expects a significant loss upon the resolution of
        this asset.

"There are 13 loans in the pool totaling $240.9 million (15.3%)
that have reported low DSC. The loans are secured primarily by a
variety of retail, multifamily, and industrial properties.  The
loans have experienced an average decline in DSC of 36% since
issuance.  Standard & Poor's has credit concerns with four (1.1%)
of these loans.  The four loans are currently experiencing
decreasing occupancies and increasing expenses, and certain loans
have relatively high amounts of debt per square foot/unit/room
compared with similar properties in the market.  The remaining
nine loans are secured by properties that have either low debt
exposure per square foot, have experienced improved occupancy, or
have reserves in place.

"As of the Sept. 30, 2008, remittance report, the collateral pool
consisted of 167 loans with an aggregate balance of
$1.553 million, compared with 168 loans and an aggregate balance
of $1.605 billion at issuance.  The master servicer, KeyBank Inc.,
reported financial information for 99.6% of the pool.  Eighty-
eight percent of the servicer-provided information was full-year
2007 data, 2.7% was full-year 2006 data, and 8.9% was intermin-
2008 data.  Based on this data, Standard & Poor's calculated a
weighted average DSC of 1.44x for the pool, compared with 1.39x at
issuance.  To date, the trust has not experienced any losses.

"KeyBank reported a watchlist of 29 loans with an aggregate
outstanding balance of $272.5 million (17.5%).  One of the top 10
loans appears on the watchlist; details of this loan are:

   -- The largest loan on the watchlist and the largest loan in
      the pool, the Tri County Mall loan ($145.9 million; 9.3%),
      is secured by a 1.1 million-square-foot regional mall in
      Cincinnati, Ohio.  This loan has a $145.9 million trust
      balance and a $9.0 million subordinate B note that is held
      outside of the trust.  The anchors at the Tri County Mall,
      which was built in 1960, include Dillard's, Macy's, and
      Sears.  The loan is on the watchlist due to a decline in DSC
      since origination.  The variance is primarily due to a
      difference in rental income.  As of June 2008, the subject
      was 91.1% occupied and the DSC was 1.08x.

"The top 10 loans have an aggregate outstanding trust balance of
$688.3 million (44.3%) and a weighted average DSC of 1.42x, up
from 1.37x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures, all of which were characterized
as "good."

"In addition, the Washington Mutual Irvine Campus loan ($106.0
million; 6.8%), the third-largest loan in the pool, is secured by
four low-rise suburban office buildings in a campus-like setting
encompassing 414,597 square feet in Irvine, Calif.  Constructed in
phases between 1989 and 2004, the campus was 96.5% occupied as of
June 2008.  Washington Mutual occupies 87% of the net rentable
area.  JPMorgan, the acquirer of Washington Mutual, has 90 days
from the date of the purchase and sale agreement, Sept. 24, 2008,
to give notice to the receiver, FDIC, of its election to accept or
not accept an assignment of any or all leases (or enter into
subleases in lieu thereof).  JPMorgan has elected not to accept
the lease on building A (120,560 sq. ft., 29% of net rentable
area) and is in discussions with the borrower regarding a new one-
year lease at reduced rates, terms of which have not been
provided.  Entirely excluding the rental income from Washington
Mutual, the DSC would decline to approximately 0.37x.  Standard &
Poor's will continue to monitor and take any necessary actions as
appropriate.

"Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings."

   RATINGS LOWERED

   Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2005-C2

                Rating
   Class     To        From  Credit enhancement (%)
   -----     --        ----  ----------------------
   L         B+        BB-                     2.45
   M         B         B+                      2.32
   N         B-        B                       1.94
   O         CCC+      B-                      1.55

   RATINGS AFFIRMED

   Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2005-C2

   Class     Rating  Credit enhancement (%)
   -----     ------  ----------------------
   A-1       AAA                      30.99
   A-2       AAA                      30.99
   A-3       AAA                      30.99
   A-AB      AAA                      30.99
   A-4       AAA                      30.99
   A-1A      AAA                      30.99
   A-MFL     AAA                      20.66
   A-MFX     AAA                      20.66
   A-J       AAA                      13.56
   B         AA                       11.62
   C         AA-                      10.59
   D         A                         8.78
   E         A-                        7.62
   F         BBB+                      6.33
   G         BBB                       5.29
   H         BBB-                      4.00
   J         BB+                       3.49
   K         BB                        2.97
   A-X       AAA                       N/A
   A-SP      AAA                       N/A

   N/A -- Not applicable.


CTI FOODS: Moody's Affirms CFR at B2; Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of CTI Foods
Holding Co., LLC, including its B2 corporate family rating and B2
probability of default rating, based on Moody's expectation of
improved profit margins and cash flow generation given the
company's successful new product introductions and long standing
relationships with major customers, especially those in the quick
service restaurant industry.  The rating outlook remains stable.

Ratings affirmed, and certain LGD percentages adjusted:

   * Corporate family rating at B2

   * Probability of default rating at B2

   * $40 million 1st lien revolving credit agreement expiring in
     June 2012 at B2 (LGD3); LGD percentage to 47% from 46%

   * $134 million (approximate) 1st lien term loan due in June
     2013 at B2 (LGD3); LGD percentage to 47% from 46%

   * $35 million 2nd lien term loan due in 2014 at Caa1 (LGD6):
     LGD percentage to 96% from 92%

The affirmation of CTI's ratings incorporates the company's credit
metrics, which are appropriate for its rating level and
anticipated to remain stable at a minimum, as CTI benefits from
new product introductions with new and existing customers.  For
the twelve months ended September 6, 2008, debt to EBITDA fell to
5.4 times (pro forma for the reversal of a small reduction to
costs from recognition of a cost reimbursement note from a major
customer); this represents an improvement from the high of 6 times
at fiscal year end December 29, 2007.  In fiscal 2007, debt
increased to fund a $40 million dividend payment.  Operating cash
flow for the past four fiscal years has been applied to capital
expenditures for a new bean plant and for additional lines to
accommodate a growing soup business.  The full rollout of bean
product was delayed by a change in formulation by CTI's customer,
for which CTI is being reimbursed over time.

The stable rating outlook reflects Moody's expectation that CTI
will continue to generate solid operating cash flow from its well
established customer relationships and its product innovation.

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC
manufactures food products primarily for the quick service
restaurant industry.  Revenues for the twelve months ended
September 6, 2008 were approximately $442 million.  Moody's most
recent rating action on May 22, 2007 affirmed the company's
corporate family rating and probability of default rating and
assigned ratings to the first lien and second lien debt.  The
principal methodology used in rating this issuer was the Global
Packaged Goods Industry, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Rating Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.


CULPEPER CROSSROADS: Judge Orders Dismissal of Chapter 11 Case
--------------------------------------------------------------
The Hon. Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia dismissed on Dec. 2, 2008, the
Chapter 11 case of Culpeper Crossroads, LLC.

As reported in the Troubled Company Reporter on Nov. 18, 2008,
Culpeper Crossroads sought the dismissal due to its inability to
propose a confirmable plan of reorganization.

The Debtor told the Court that it owns six parcels of contiguous
real property located in Culpeper, Virginia, valued at
$10,900,000, certain of which are encumbered to Millennium Bank,
which is owed $2,745,987.  The parcels are also subject to a
second trust in favor of Agpro Land, LLC (securing seller
financing), which is owed approximately $3,796,466.

The Debtor told the Court that the only firm offer it obtained
would have provided Millennium 90% of its outstanding principal
while Agro Land would have received $1,000,000 over time.
Millennium made it clear, however, that it would not vote to
accept any plan which does not provide for full payment of its
debt, plus interests and charges.

Headquartered in Warrenton, Virginia, Culpeper Crossroads, LLC
filed for Chapter 11 protection on May 27, 2008 (Bankr. E.D. Va.
Case No. 08-12990).  Jennifer D. Larkin, Esq., at Linowes &
Blocher LLP, represents the Debtor as counsel.  The Debtor's
summary of schedules showed total assets of $10,914,099 and total
debts of $7,009,841.


DELPHI CORP: Defaults Loan, But Gets Costly Forbearance
-------------------------------------------------------
Delphi Corp. said in a filing with the Securities and Exchange
Commission that it satisfied all the conditions to the
effectiveness of its accommodation agreement with its lenders,
allowing its continued use of the $4.35 billion secured credit,
even though the loan won't be repaid when the loan matures
Dec. 31.

Delphi in early Dec. 2008 won permission from the United States
Bankruptcy Court for the Southern District of New York to enter
into an accommodation agreement allowing Delphi to retain the
proceeds of its existing debtor-in-possession financing agreement
that matures Dec. 31, 2008.

Bloomberg News' Bill Rochelle notes that the Accommodation
Agreement allows Delphi, at a price, to avoid the consequences of
default until June 30.  One cost is a 2% higher default rate of
interest and the payment of a $37 million fee, which itself
represents 2% of the loan.  The loan is to be secured with the
remaining 35% of the stock in Delphi's first-tier foreign
subsidiaries.  The lenders already have a pledge of the other 65%.

The DIP loan consists of:

  -- a $1.1 billion first priority revolving credit facility,
  -- a $500 million first priority term loan, and
  -- a $2.75 billion second priority term loan.

On December 12, 2008, Delphi satisfied the closing conditions set
forth in the Accommodation Agreement, which became effective.
Under the Accommodation Agreement, JPMorgan Chase Bank, N.A., the
administrative agent under the Amended and Restated DIP Credit
Facility and the requisite majority of holders of the Tranche A
and Tranche B commitments and exposure under the Amended and
Restated DIP Credit Facility by amount have agreed to, among
other things, allow Delphi to continue using the proceeds of the
Amended and Restated DIP Credit Facility and to forbear from the
exercise of certain default-related remedies, in each case until
the earlier to occur of:

   (i) June 30, 2009, but subject to the satisfaction of certain
       condition,

  (ii) Delphi's failure to comply with its covenants under the
       Accommodation Agreement or the occurrence of certain
       other events set forth in the Accommodation Agreement and

(iii) an event of default under the Amended and Restated DIP
       Credit Facility.

However, the outside date of June 30, 2009, for the accommodation
period will be shortened to May 5, 2009, if one of various
conditions is not satisfied -- Delphi either:

   (a) has received binding commitments on or prior to Feb. 27,
       2009, for debt and equity financing sufficient for it to
       emerge from chapter 11 pursuant to the modified Chapter
       11 plan filed with the Court on Oct. 3, 2008, or any
       other plan that provides the administrative agent and the
       DIP Lenders with the same treatment; or

   (b) has (i) filed, on or prior to Feb. 27, 2009,
       modifications to the Oct. 3 Plan or any other
       reorganization plan to which JPMorgan does not submit a
       notice, within 10 business days of the filing, informing
       Delphi that either (A) the Required Lenders or (B)
       lenders party to the Accommodation Agreement holding
       Tranche A, Tranche B and Tranche C commitments and
       exposure representing in excess of 50% of the Tranche A,
       Tranche B and Tranche C commitments and exposure held by
       all lenders party to the Accommodation Agreement,
       affirmatively oppose the modifications or plan of
       reorganization, and

          (ii) on or prior to March 31, 2009, obtained approval
       of modifications to the disclosure statement with respect
       to the Oct. 3 Plan or other reorganization plan, and the
       approval to re-solicit or solicit votes, as the
       case may be.

JPMorgan would submit a Notice if either the Required Lenders or
the Required Total Participant Lenders vote, within 10 business
days after the filing of the modifications to the Oct. 3 Plan or
the new plan of reorganization, to oppose the plan modifications
on the grounds that the plan was not acceptable to them.

                      Delphi in Default

Notwithstanding the Accommodation Agreement, Delphi says it is in
default of the terms of its DIP Credit Facility and is required
to file a notice of default upon effectiveness of the
Accommodation Agreement.  As a result, Delphi is no longer able
to make additional draws under the facility after Dec. 12, 2008.

However, under the Accommodation Agreement, Delphi is required to
continue to comply with the provisions of the DIP Credit
Facility.  Additionally, prior to the effective date of the
Accommodation Agreement, Delphi was required to and did, (x)
replace or cash collateralize, at 105% of the undrawn amount
thereof, all outstanding letters of credit under the Amended and
Restated DIP Credit Facility that had not been collateralized
prior to that date ($81 million as of December 12, 2008, of
letters of credit that had not been collateralized previously),
and (y) limit the aggregate principal amounts outstanding under
Tranche A borrowings to no more than $377 million.

As of December 12, 2008, there was $370 million outstanding under
Tranche A, $500 million outstanding under the Tranche B Term Loan
and $2.75 billion outstanding under the Tranche C Term Loan.

Prior to the effectiveness of the Accommodation Agreement, Delphi
was permitted to and did provide cash collateral, in an aggregate
not to exceed $200 million, that was pledged to JPMorgan, the
administrative agent, for the benefit of the DIP Lenders.  Upon
Delphi's request, portions or all of the Borrowing Base Cash
Collateral will be transferred back to Delphi provided that
Delphi is in compliance with the borrowing base calculation in
the Accommodation Agreement and no event of default has occurred.

Bill Rochelle also notes that the survival of General Motors Corp.
-- which is seeking a bailout from the federal government to avert
collapse -- is required for Delhi's emergence, as GM has committed
to provide $10.6 billion of funding to Delphi.

                             Deals With GM

In support of Delphi's efforts to obtain the accommodation
agreement from certain of its DIP lenders, General Motors Corp.
agreed to extend the term of the agreement whereby GM agreed to
advance Delphi up to $300 million, as determined in accordance
with the GM Advance Agreement, as amended.

The amendment to the GM Advance Agreement provides filed with the
Court on November 7, 2008, extends the GM advances through the
earlier of

   (i) June 30, 2009,

  (ii) the date as Delphi files any motion seeking to amend the
       plan of reorganization in a manner that is not reasonably
       satisfactory to GM,

(iii) the termination of the Accommodation Agreement or the
       accommodation period therein, or

  (iv) the date as a plan of reorganization becomes effective.

The Court approved Delphi's motion to amend and extend the GM
Advance Agreement concurrently with the approval of Delphi's
motion seeking authority to enter into the Accommodation
Agreement.

A full-text copy of Amendment No. 2 dated Dec. 12 to GM-Delphi
Agreement filed with the SEC is available for free at:

             http://ResearchArchives.com/t/s?3636

At the Dec. 1 DIP Hearing, John Wm. Butler, Jr., Esq., at Skadden
Arps Slate Meagher & Flom, LLP, in Chicago, Illinois, pointed out
that the GM Amendment Agreement's effectiveness is contingent on
the approval of the Accommodation Agreement by the Court.  Mr.
Butler certified that as of Dec. 1, 2008, no objection has been
lodged against the GM Agreement or its supporting documents.

Additionally, GM has agreed, subject to certain conditions, to
accelerate payment of certain payables to Delphi, pursuant to the
Partial Temporary Accelerated Payments Agreement, which could
result in an additional $100 million of liquidity to Delphi in
each of March, April, and May of 2009.  The Partial Temporary
Accelerated Payments Agreement provides that GM will generally
recoup these accelerated payments over its three subsequent
monthly payments on or after the date that GM's obligation to
advance funds under the GM Advance Agreement terminates or
advances made become due and payable in accordance with the GM
Advance Agreement.

A full-text copy of the Dec. 12 Partial Temporary Accelerated
Payment Agreement is available for free at:

              http://ResearchArchives.com/t/s?3637

                    About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

On October 3, 2008, Delphi filed modifications to their Confirmed
Plan.  The new plan does not require financing from the Appaloosa
group, but requires US$3.75 billion from an exit debt financing
and a rights offering, and additional funding from General Motors
Corp.

(Delphi Bankruptcy News, Issue No. 153; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Delays Plan Approval Hearing to March 24, 2009
-----------------------------------------------------------
The hearing to consider preliminary approval of Delphi Corp.'s and
its affiliates' proposed modifications to their confirmed
First Amended Joint Plan of Reorganization has been adjourned to
11:00 a.m. on March 24, 2009.

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

The Preliminary Plan Modification Hearing has been adjourned four
times.  Under the original schedule, the Debtors contemplated an
October 23, 2008 preliminary hearing and emergence from
bankruptcy by Dec. 31, 2008.

Delphi Corp. has signed deals with General Motors Corp. and its
DIP Lenders, led by JPMorgan Chase Bank, N.A., in order to have
access to borrowed cash until mid-2009.  Under its accommodation
agreement with lenders, Delphi has a Feb. 27, 2009 deadline to
file an updated plan of reorganization, and obtain commitments for
its bankruptcy exit loans, otherwise the DIP loans would mature
May 31, 2008.

On Oct. 3, the Debtors submitted proposed modifications to their
Plan of Reorganization.  Under the modified plan, the Debtors
targeted a Dec. 17 confirmation hearing, and a Chapter 11 exit by
year-end.   The modified plan does not require, in addition to
US$4,700,000,000 of debt exit financing, Appaloosa's
US$2,550,000,000 cash-for-equity investment, which was the
highlight of the Court- confirmed, but unconsummated, Jan. 25,
2008 PoR.  The modified plan requires debt exit financing of
US$2.75 billion plus a US$1,000,000,000 raised through a rights
offering.

Delphi, however, has said that "in the face of the current
unprecedented turbulence in the credit markets and uncertainty in
the automobile industry," it does not anticipate emerging from
chapter 11 prior to December 31, 2008, when its financing deals
mature.

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

In its third quarter report on Form 10-Q, General Motors Corp.,
Delphi's primary customer, admitted, "Given the current credit
markets and the challenges facing the automotive industry, there
can be no assurance that Delphi will be successful in obtaining
US$3.8 billion in exit financing to emerge from bankruptcy."

GM has recorded Delphi-related charges US$4.1 billion for nine
months ended Sept. 30, 2008.  GM recorded a net loss of
US$2,542,000,000 on US$37,503,000,000 of revenues for three months
ended Sept. 30, 2008, compared with a net loss of
US$38,963,000,000 o nUS$43,002,000,000 of sales during the same
period in 2007.

General Motors, along with Ford Motor Company and Chrysler LLC,
has asked Congress to grant the U.S. carmakers access to
US$25 billion of the US$700 billion Troubled Asset Relief Program
approved by Congress to bail out financial institutions.
Congress is expected to tackle on Nov. 18 and 19 the proposed
bailout, which, according to reports, may be necessary to save
the U.S. automakers from collapse or bankruptcy.

A bankruptcy filing for GM could shatter its former unit Delphi's
plans to finally exit bankruptcy this year or early next year,
according to a report by Bloomberg News.  "If GM fails, it's
likely the Delphi reorganization fails, and Delphi converts to a
case under Chapter 7 -- a liquidation," Nancy Rapoport, a law
professor at the University of Nevada-Las Vegas, in an e-mail,
according to Bloomberg News.  "For the creditors of Delphi, this
of course isn't optimal, and the usual issues in Chapter 7,
determining the liquidation value of the company, will apply."

                    About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

On October 3, 2008, Delphi filed modifications to their Confirmed
Plan.  The new plan does not require financing from the Appaloosa
group, but requires US$3.75 billion from an exit debt financing
and a rights offering, and additional funding from General Motors
Corp.

(Delphi Bankruptcy News, Issue No. 153; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DOLLAR GENERAL: S&P Holds 'B' Credit Rating; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Goodlettsville, Tenn.-based Dollar General Corp. to positive from
stable.  "We affirmed all ratings on the company, including its
'B' corporate credit rating," S&P said.

"The outlook revision follows Dollar General's better-than-
expected operating results for the third quarter ended Oct. 31,
2008," said Standard & Poor's credit analyst Ana Lai, "and our
expectations that this positive operating momentum will continue
for the remainder of 2008 and into early 2009, resulting in
improving cash flow and stronger credit protection measures."


DREIER LLP: Files for Chapter 11 Bankruptcy in New York
-------------------------------------------------------
Dreier LLP filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York following the arrest
of its president, Marc Dreier, for alleged securities and wire
fraud.

The United States Attorney for the Southern District of New York
filed a criminal complaint alleging that Mr. Dreier committed
securities and wire fraud.  The Federal authorities arrested
Mr. Dreier on Dec. 7, 2008.  The criminal complaint was unsealed
and Mr. Dreier was presented before a United States Magistrate
judge the following day.  Mr. Dreier has been ordered detained
pending trial.

Mr. Dreier was also arrested on Dec. 2, 2008, by the Canadian
authorities for impersonating a lawyer with the Ontario Teachers'
Pension Fund but he was bailed on the charges three days later.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.

Accordingly, the SEC asked a District Court to freeze the assets
of the firm.  Mark F. Pomerantz was named receiver for
Mr. Dreier's assets including his interest in the firm and other
entities.

In conjunction with the Chapter 11 filing, Mr. Pomerantz asked the
Court to appoint a Chapter 11 trustee to oversee the liquidation
of the Debtor.

Moreover, Wachovia Bank N.A. said it wants to recover cash the
firm owed under a $14.5 million credit agreement and seeks to
foreclose on its collateral for the loan.  According to the bank,
the complaint alleges default under a term note and a revolving
credit note issued under the agreement that make the entire
outstanding amount due and payable.

The bank asserted that it is entitled to foreclose on its alleged
security interest in and lien on all accounts of the firm --
including accounts receivable, and general intangibles consist of
unbilled time and disbursements of the firm.

The Debtor listed assets between $100 million to $500 million, and
debts between $10 million to $50 million in its filing.  The
Debtor owes $908,157 to Hines 499 Park; $441,023 to Westlaw; and
$379,829 to Lehr Construction Corp.

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm, which was found in 1996 by Marc Dreier.


DREIER LLP: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dreier LLP
        499 Park Avenue
        New York, NY 10022

Bankruptcy Case No.: 08-15051

Type of Business: The Debtor is a law firm.

Chapter 11 Petition Date: December 16, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Stephen J. Shimshak, Esq.
                  sshimshak@paulweiss.com
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, NY 10019
                  Tel: (212) 373-3133
                  Fax: (212) 757-3990

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hines 499 Park                 landlord          $908,157
Attn: Mary Opel
499 Park Avenue
New York, 10022
Tel: (212) 759-9200

Westlaw                        trade debt        $441,023
Attn: Sharon Peterson
610 Opperman Drive
Eagan, MN 55123
Tel: (800) 522-0552

Lehr Construction Corp.        trade debt        $379,829
Attn: Bob Palmer
902 Broadway
New York, NY 10010
Tel: (212) 353-1160

American Express               trade debt        $323,047

Van Prooyen Greenfield LLP     trade debt        $273,991

Mark Bruce Int'l               trade debt        $230,000

Singer Nelson Charlmers        trade debt        $213,570
Ins Brokers

Evensonbest                    trade debt        $167,764

Fidelity 401K Funding          employee benefit  $167,521

Exponent                       trade debt        $150,952

Mestel & Company NY LLC        trade debt        $150,000

Oxford Health Plans            trade debt        $149,240

Jonathan Barnett Design        trade debt        $142,809

Analysis                       trade debt        $129,872

LegaLink                       trade debt        $108,877

WB Mason Company Inc.          trade debt        $102,993

Kraemer Inc.                   trade debt        $92,721

ABM Janitorial Services        trade debt        $89,453

Strategic Workforce            trade debt        $86,350
Solutions

AT&T Mobility                  trade debt        $81,464

Ferzan Robins & Associates LLC trade debt        $77,551

JP & R Advertising Inc.        trade debt        $74,753

National Economic Research     trade debt        $74,660
Associates

Aderant                        trade debt        $72,511

Global Storage Moving          trade debt        $68,799

AMA Consulting Engineers       trade debt        $68,179

Computerist                    trade debt        $66,884

Cohausz & Florack              trade debt        $60,079

Heuking Kuhn Luer Wojtek       trade debt        $56,201

Paetec                         trade debt        $53,304

The petition was signed by Mark. F. Pomerantz as receiver for
the assets of Marc S. Dreier.


ECLIPSE AVIATION: Committee Balks at Loan from Prospective Buyer
----------------------------------------------------------------
The official creditors' committee of Eclipse Aviation Corp.
objects to the company's proposed $20 million DIP loan, which will
be used to fund its Chapter 11 cases.

The Creditors Committee says the terms of the $20 million loan
will give the lenders "almost unlimited oversight and control over
the debtors' Chapter 11 cases," Bloomberg's Bill Rochelle reports.

As reported by the Troubled Company Reporter, the Creditors
Committee objects to an accelerated sale of the business to ETIRC
Aviation Sarl, the owner of 65% of the stock of Eclipse.

According to Bloomberg News' Bill Rochelle, the Creditors
Committee opposes the Jan. 6 deadline for bids, as the company did
not solicit bids prior to the petition date. The committee also
complains that the sale is to an insider and the amount being paid
is "nearly impossible to value." The Committee wants:

   -- three more weeks for marketing of the business;

   -- valuation of ETIRC's bid so others can structure competing
      bids;

   -- a $5 million breakup fee for ETIRC denied because it will
      hamper competitive bidding; and

   -- the assignment to ETIRC of Eclipse's rights to pursue
      causes of action denied.

                 About Eclipse Aviation

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


ENVIRONMENTAL ENERGY: Posts $856,495 Net Loss in 3rd Quarter
------------------------------------------------------------
For the three months ended September 30, 2008, Environmental
Energy Services, Inc., posted a net loss of $856,495 on revenues
of $252,449.

As of September 30, the company's balance sheet showed total
assets of $12,989,688, total liabilities of $7,183,993, minority
interest in consolidated subsidiary $2,177,042, and total
stockholders' equity of $3,628,654.  The company's consolidated
balance sheet as of September 30, reflects cash and equivalents of
$1,592, total current assets of $1,513,046, total current
liabilities of $7,183,993, and a working capital deficit of
$5,670,947.  Most of the Company's current liabilities represent
advances made by related parties.

Robert J. Mottern, principal accounting officer, relates that the
company incurred a net operating loss in the nine months ended
September 30, 2008, and has significant unpaid accounts payable
and liabilities.  "In addition, the company needs to raise
substantial capital to meet its obligations to fund the drilling
of oil and gas wells on acreage it has leased.  These factors
create an uncertainty about the company's ability to continue as a
going concern.  The company is currently trying to raise capital
through a private offering of preferred stock.  The ability of the
company to continue as a going concern is dependent on the success
of this plan."

Mr. Mottern adds the balance sheet as of Dec. 31, 2007, has been
restated to increase paid in capital by $135,002, increase
accumulated deficit by $135,004 and reduce stockholder's equity by
$2, as the result of a change in the valuation of certain common
stock issued by Blaze Energy Corp. for services in 2006.

A full-text copy of the company's Quarterly Report is available
for free at: http://researcharchives.com/t/s?364b

Early this year, in a report dated April 13, 2008, Turner Jones &
Associates, p.l.l.c., in Vienna, Virginia, pointed out that the
company needs substantial capital beyond its existing resources to
fund drilling obligations on oil and gas leases which it has
acquired.  "The company is trying to raise capital by the sale of
equity interests in itself and a subsidiary, the sale of working
interests in specific leases, and arranging a line of credit from
a financial institution, but there is no guarantee that the
company will be able to raise any such capital.  Those conditions
raise substantial doubt about the company's ability to continue as
a going concern."

                    About Environmental Energy

Environmental Energy Services, Inc., is an oil and gas
exploration, development and production company.  During fiscal
2006, it acquired working interests in over 45,000 acres of leases
in the Fayetteville Shale Field in Arkansas; and acquired oil and
gas leases in fields in Louisiana, Oklahoma, Arkansas and Alaska.
Its current corporate strategy is to develop its working interests
in the Fayetteville Shale Field in Arkansas.  Secondarily, the
company is trying to raise capital to drill its first well in our
field in Louisiana.


FORD MOTOR: Credit Unions Courting Firm to Join Loan Program
------------------------------------------------------------
Credit unions are negotiating with Ford Motor Co. to join a credit
union loan partnership called "invest in America," The Associated
Press relates, citing Michigan Credit Union League President and
CEO David Adams.

Chrysler LLC already said that it will join "Invest in America"
credit union loan partnership, following General Motors Corp.'s
lead.  This gives 1,295 credit unions in Michigan, Ohio, Indiana,
and Illinois access to cash discounts for its members from GM and
Chrysler and access to affordable financing on new vehicle
purchases.  Chrysler will expand the pilot program in eight
additional states, as well as the original four Midwest states.
This will make available an additional $12 billion in auto loans
for the program and bring discounts to another 14 million credit
union members.  The program, running from Dec. 16, 2008, through
June 30, 2009, offers "Credit Union Member Cash" rebates of $500
or $1,000 on eligible Chrysler, Jeep, and Dodge vehicles.  These
rebates will be exclusively for credit union members who also
obtain their financing from a credit union, layering on top of
other incentives.

"'The Invest in America' program will provide access to affordable
financing options and special discounts for credit union members
who want to purchase a new Chrysler, Jeep or Dodge vehicle," said
Steven Landry, Chrysler executive vice president of North American
Sales.

To gain access to the rebates, credit union members can bring
proof of credit union financing to a Chrysler dealership.  Credit
union loan rates average 5.4% compared to 6.9% for average bank
rates according to Datatrac, a survey company that tracks auto
loan rates.  Participation does require that the consumer belong
to a credit union.

The eight additional states taking part in the "Credit Union
Member Cash" rebates are Oklahoma, Texas, Kentucky, Arkansas,
Tennessee, Louisiana, New Mexico and Mississippi.

The "Invest in America" program was created by CUcorp, a marketing
company based in Livonia, Michigan and a wholly-owned subsidiary
of the Michigan Credit Union League.  There are plans to bring
"Invest in America" nationwide, possibly by the second quarter of
2009.

John D. Stoll at The Wall Street Journal reports that according to
results from surveys by Merrill Lynch & Co. and CNW Research,
consumers would still consider purchasing or leasing a vehicle
from a bankrupt automaker, as long as the U.S. government is
willing to step in the company's Chapter 11 process.  WSJ relates
that CNW Research's President Art Spinella said on Tuesday that
people would feel much better about a Chapter 11 automaker's
chances "as long as there are loan guarantees by the government."

According to WSJ, GM Rick Wagoner has said that consumers would
stay away from automakers in bankruptcy.  The report states that
Mr. Wagoner told the Congress that a CNW Research survey,
conducted in July among 6,000 respondents, suggested that 80% of
potential car buyers would abandon plans to buy a vehicle from a
bankrupt automaker.

                       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: Gov't Working on Financial Aid for Auto Industry
------------------------------------------------------------
The Wall Street Journal reports that the President George Bush
said that the government working with stakeholders on a way
forward on a financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

According to WSJ, President Bush admitted to reporters while on
board Air Force One during his trip to Iraq and Afghanistan, "An
abrupt bankruptcy for autos could be devastating for the economy."

WSJ relates that the U.S. Treasury Department said on Monday that
it hasn't made any decision on how to craft bailout for the auto
makers.  The report states that Treasury spokesperson Brookly
McLaughlin told reporters that department officials are working
closely with the White House on the issue and are still
considering pertinent data.  "We continue to assess and review the
information we have received from the auto makers, and we are
providing regular briefings to the White House on our thinking,"
the report quoted Ms. McLaughlin as saying.

WSJ says that the government is trying to determine the amount of
money it will take to help GM, Chrysler, and Ford Motor.
According to the report, the government is discussing a rescue
from $10 billion to $40 billion or more.

The automakers could tap Treasury Department's $700 billion fund
for the financial industry, WSJ states.  Citing people familiar
with the matter, WSJ relates that about $15 billion of that fund
is yet uncommitted from the first tranche of $350 billion, so the
government could be forced to ask that the second half cover the
automakers' needs.

The government, WSJ says, must also figure out whether and how to
press for concessions from affected parties, including factory
employees, dealers and holders of the automakers' debt.  Critics,
according to WSJ, said that without concessions, the automakers
would need cash infusions long into the future.

The government is also considering requiring any automaker seeking
aid to file for bankruptcy, WSJ reports, citing sources familiar
with the matter.

                       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: Moody's Puts 25% Probability of Gov't Bailout
---------------------------------------------------------
The U.S. government will likely provide immediate stopgap
financing to bridge the major American auto companies until a more
complete agreement can be reached early in 2009, says Moody's
Investors Service in a new report that outlines the three mostly
likely bailout and bankruptcy scenarios for government help to
Ford Motor Co., General Motors Corp., and Chrysler LLC.

"We think it's most likely that a prepackaged bankruptcy filing
coupled with government financial assistance will be needed to
restructure the Big Three," said Moody's Senior Vice President
Bruce Clark, a co-author of the report.  "The government will also
probably offer support by providing or guaranteeing debtor-in-
possession or DIP financing, and bondholder losses would probably
be less than 75% in this scenario."

In the wake of the domestic auto manufacturing companies' request
for urgent financial assistance from the federal government, the
Moody's report describes three bailout and bankruptcy scenarios
for Detroit, assesses the probabilities of these scenarios, and
examines the extent of likely losses in each of the scenarios for
auto manufacturer debt holders.  It then assesses the broader
implications of the three scenarios, across the larger economy
generally and specifically on 10 important financial and
industrial sectors.

These include auto-part manufacturers, captive finance companies,
car rental companies, banks, auto dealers, steel, chemicals,
rental car fleet securitizations, state and local governments,
dealer floorplan securitizations, auto loan/lease securitizations,
and rental car fleet securitizations.

"A prepackaged bankruptcy might be the best approach to current
problems, but achieving timely agreement from a broad range of
creditors would be highly difficult, especially given the critical
funding status of GM and Chrysler," said Mr. Clark.

While the analyst and his Moody's colleagues give a prepackaged
bankruptcy filing coupled with government financial assistance a
70% likelihood of coming to pass, they assign a 25% probability of
a government bailout without a near-term automaker bankruptcy.

"Under this less-likely scenario, a comprehensive bailout package
is agreed to that enables the automakers to restructure without
any bankruptcy filings during 2009.  The degree of economic
disruption and direct financial loss for investors would be
contained, at least in the short term," said Mr. Clark.
"Bondholder losses would be the least in this scenario, although
there is a risk that such a reorganization would be inadequate,
and that at least one automaker might file for bankruptcy beyond
2009."

Given only a 5% likelihood, Moody's also considers the "freefall
bankruptcy" scenario without a prepackage plan and without
government involvement.  This would involve the most significant
disruption to the economy, including potential bankruptcies in
associated industries such as auto parts suppliers and auto
dealers.

"The negative consumer sentiment and erosion of franchise value
would make the reorganization process more complex for the
automakers and a Chapter 7 liquidation of at least one of the
automakers possible," said Mr. Clark.  "Auto bondholder losses
could be in the 75-100% range in this scenario."


GAINEY CORP: US Trustee Amends Composition of 5-Member Committee
----------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, amended the
composition of creditors to serve on the Official Committee of
Unsecured Creditors in Gainey Corp. and its debtor-affiliates'
jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Chris Sellitto
        ACS (Truckload Management)
        1819 Denver West Drive
        Bldg. 26, Suite 400
        Lakewood, CO 80401
        Tel: (303) 215-8935
        Fax: (720) 895-8479

     b) Michael Shepps
        Regional Credit Manager
        Xtra Lease, LLC
        1801 Park Drive, Suite 400
        St. Louis, Missouri 63146-4037
        Tel: (800) 325-1453
        Fax: (314) 439-7753

     c) Ronald T. Kuhn
        Huggins Actuarial Service
        111 Veterans Sq. - 2nd Floor
        Media PA 19063
        Tel: (610) 892-1823
        Fax: (610) 892-1827

     d) Douglas J. Suter
        Isaac Brant Ledman & Teetor
        250 E. Broad Street
        Suite 900
        Columbus OH 43215
        Tel: (614) 221-2121
        Fax: (614) 365-9516

     e) C. Dorian Britt
        Savage, Turner, Pinson & Karsman
        PO Box 10600
        Savannah, GA 31412
        Tel: (912) 231-1140
        Fax: (912) 231-9157

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC, and Panayiotis
Marselis, Esq., at Weltman, Weinberg & Reis LPA represent the
Debtors as counsel.  Jay L. Welford, Esq., Judith Greenstone
Miller, Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and
Richard E. Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC,
represent the Official Committee of Unsecured Creditors as
counsel.  The Committee selected Virchow Krause and Company, LLP
as its Financial Advisors.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GAINEY CORP: Jan. 6 Hearing on US Trustee's Examiner Motion Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan has
scheduled a hearing for Jan. 6, 2009, on the motion of Daniel M.
McDermott, the United States Trustee for Region 9, for authority
to appoint an examiner in Gainey Corp. and its debtor-affiliates'
jointly administered Chapter 11 bankruptcy cases.  In his motion,
the U.S. Trustee said the Examiner will investigate:

  1) the extent and existence of claims and transfers of funds
     involving insiders or affiliates of the Debtors;

  2) related company claims and liabilities; and

  3) the erosion of the Debtors' asset base leading up to the
     onset of the Debtors' jointly administered cases.

A full-text copy of the U.S. Trustee's motion requesting for
authority to appoint an examiner in the Debtors' jointly
administered cases is available for free at:

               http://researcharchives.com/t/s?3648

In that same hearing on Jan. 6, 2009, based upon allegations in
the motion of the U.S. Trustee, the Court will also consider the
Court's possible sua sponte appointment of a Chapter 11 trustee.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC, and Panayiotis
Marselis, Esq., at Weltman, Weinberg & Reis LPA represent the
Debtors as counsel.  Jay L. Welford, Esq., Judith Greenstone
Miller, Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and
Richard E. Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC,
represent the Official Committee of Unsecured Creditors as
counsel.  The Committee selected Virchow Krause and Company, LLP
as its Financial Advisors.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GAINEY CORP: Files Schedules of Assets and Liabilities
------------------------------------------------------
Gainey Corp. filed with the U.S. Bankruptcy Court for the Western
District of Michigan, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------    -------------
  A. Real Property
  B. Personal Property           $32,634,336
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $226,603,594
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $162,655
                                 -----------     ------------
TOTAL                            $32,334,336     $226,766,249

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq. at Dickinson Wright PLLC, and Panayiotis
Marselis, Esq., at Weltman, Weinberg & Reis LPA represent the
Debtors as counsel.  Jay L. Welford, Esq., Judith Greenstone
Miller, Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and
Richard E. Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC,
represent the Official Committee of Unsecured Creditors as
counsel.  The Committee selected Virchow Krause and Company, LLP
as its Financial Advisors.


GENERAL GROWTH: Moody's Cuts Ratings to Ca; Review Continues
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Ca from Caa2 senior secured bank debt; to Ca from
Caa2 senior unsecured debt).  The ratings remain on review for
possible downgrade.

The rating action reflects a heightened likelihood of default and
the potential for above average loss severity in the event of
default for debt holders of General Growth and for Rouse
bondholders.  The REIT's failure to repay $900mm in mortgages on
December 12, 2008, will most likely lead to an imminent
acceleration of debt on the Rouse bonds.  Although the REIT had
received an interim agreement to extend its loans, the funding and
liquidity challenges that lie ahead for the REIT continue to be
burdensome in an increasingly depressed capital environment.

Moody's review for downgrade reflects the uncertainty of the
REIT's ability to manage through its substantial funding needs in
the near term, as well as its ultimate capital structure, asset
composition, and earnings strength and stability.

A rating downgrade to C would most likely occur should there be an
acceleration of debt at the Rouse level and failure to repay,
extend or refinance its immediate indebtedness, coupled with a
deterioration in operating fundamentals at its retail centers.

The following ratings were downgraded and continue to be under
review down for possible downgrade:

GGP Limited Partnership -- Senior secured bank debt to Ca from
Caa2, and senior unsecured debt shelf to (P)Ca from (P)Caa2.

General Growth Properties, Inc. -- Senior secured bank debt to Ca
from Caa2, and senior unsecured debt shelf to (P)Ca from (P)Caa2.

The Rouse Company LP -- Senior unsecured debt to Ca from Caa2.

Moody's last rating action with respect to General Growth was on
November 14, 2008, when Moody's 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 remained on review for
further possible downgrade.

General Growth Properties, Inc. [NYSE: GGP] is headquartered in
Chicago, IL, and is one of the largest owners and operators of
regional malls in the United States.  The REIT reported assets of
$29.7 billion, and equity of $1.8 billion, at September 30, 2008.

The principal methodology used in rating General Growth was the
Rating Methodology for REITs and Other Commercial Property Firms,
which can be found at http://www.moodys.comin the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of rating General Growth can also be
found in the Credit Policy & Methodologies directory.


GENERAL MOTORS: Gov't Working on Financial Aid for Auto Industry
----------------------------------------------------------------
The Wall Street Journal reports that the President George Bush
said that the government is working with stakeholders on a way
forward on a financial assistance for General Motors Corp.,
Chrysler LLC, and Ford Motor Co.

According to WSJ, President George admitted to reporters while on
board Air Force One during his trip to Iraq and Afghanistan, "an
abrupt bankruptcy for autos could be devastating for the economy."

WSJ relates that the U.S. Treasury Department said on Monday that
it hasn't made any decision on how to craft bailout for the auto
makers.  The report states that Treasury spokesperson Brookly
McLaughlin told reporters that department officials are working
closely with the White House on the issue and are still
considering pertinent data.  "We continue to assess and review the
information we have received from the auto makers, and we are
providing regular briefings to the White House on our thinking,"
the report quoted Ms. McLaughlin as saying.

WSJ says that the government is trying to determine the amount of
money it will take to help GM, Chrysler, and Ford Motor.
According to the report, the government is discussing a rescue
from $10 billion to $40 billion or more.

The automakers could tap Treasury Department's $700 billion fund
for the financial industry, WSJ states.  Citing people familiar
with the matter, WSJ relates that about $15 billion of that fund
is yet uncommitted from the first tranche of $350 billion, so the
government could be forced to ask that the second half cover the
automakers' needs.

The government, WSJ says, must also figure out whether and how to
press for concessions from affected parties, including factory
employees, dealers and holders of the automakers' debt.  Critics,
according to WSJ, said that without concessions, the automakers
would need cash infusions long into the future.

The government is also considering requiring any automaker seeking
aid to file for bankruptcy, WSJ reports, citing sources familiar
with the matter.

                      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: Gov't Backing Would Ease Bankruptcy Issues
----------------------------------------------------------
John D. Stoll at The Wall Street Journal reports that a bankruptcy
filing by General Motors Corp., Ford Motor Co., and Chrysler LLC,
wouldn't discourage customers as long as they have government
backing.

WSJ relates that according to results from surveys by Merrill
Lynch & Co. and CNW Research, consumers would still consider
purchasing or leasing a vehicle from a bankrupt automaker, as long
as the U.S. government is willing to step in the company's Chapter
11 process.  WSJ states that CNW Research's President Art Spinella
said on Tuesday that people would feel much better about a Chapter
11 automaker's chances "as long as there are loan guarantees by
the government."

According to WSJ, GM's CEO Rick Wagoner has said that consumers
would stay away from automakers in bankruptcy.  The report states
that Mr. Wagoner told the Congress that a CNW Research survey,
conducted in July among 6,000 respondents, suggested that 80% of
potential car buyers would abandon plans to buy a vehicle from a
bankrupt automaker.

Chrysler said that it will join "Invest in America" credit union
loan partnership, following GM's lead.  This gives 1,295 credit
unions in Michigan, Ohio, Indiana, and Illinois access to cash
discounts for its members from GM and Chrysler and access to
affordable financing on new vehicle purchases.  Chrysler will
expand the pilot program in eight additional states, as well as
the original four Midwest states.  This will make available an
additional $12 billion in auto loans for the program and bring
discounts to another 14 million credit union members.  The
program, running from Dec. 16, 2008, through
June 30, 2009, offers "Credit Union Member Cash" rebates of $500
or $1,000 on eligible Chrysler, Jeep, and Dodge vehicles.  These
rebates will be exclusively for credit union members who also
obtain their financing from a credit union, layering on top of
other incentives.

"'The Invest in America' program will provide access to affordable
financing options and special discounts for credit union members
who want to purchase a new Chrysler, Jeep or Dodge vehicle," said
Steven Landry, Chrysler executive vice president of North American
Sales.

To gain access to the rebates, credit union members can bring
proof of credit union financing to a Chrysler dealership.  Credit
union loan rates average 5.4% compared to 6.9% for average bank
rates according to Datatrac, a survey company that tracks auto
loan rates.  Participation does require that the consumer belong
to a credit union.

The eight additional states taking part in the "Credit Union
Member Cash" rebates are Oklahoma, Texas, Kentucky, Arkansas,
Tennessee, Louisiana, New Mexico and Mississippi.

The "Invest in America" program was created by CUcorp, a marketing
company based in Livonia, Michigan and a wholly-owned subsidiary
of the Michigan Credit Union League.  There are plans to bring
"Invest in America" nationwide, possibly by the second quarter of
2009.

Credit unions are negotiating with Ford Motor to join "Invest in
America," The Associated Press relates, citing Michigan Credit
Union League President and CEO David Adams.

                      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: Moody's Puts 25% Probability of Gov't Bailout
-------------------------------------------------------------
The U.S. government will likely provide immediate stopgap
financing to bridge the major American auto companies until a more
complete agreement can be reached early in 2009, says Moody's
Investors Service in a new report that outlines the three mostly
likely bailout and bankruptcy scenarios for government help to
Ford Motor Co., General Motors Corp., and Chrysler LLC.

"We think it's most likely that a prepackaged bankruptcy filing
coupled with government financial assistance will be needed to
restructure the Big Three," said Moody's Senior Vice President
Bruce Clark, a co-author of the report.  "The government will also
probably offer support by providing or guaranteeing debtor-in-
possession or DIP financing, and bondholder losses would probably
be less than 75% in this scenario."

In the wake of the domestic auto manufacturing companies' request
for urgent financial assistance from the federal government, the
Moody's report describes three bailout and bankruptcy scenarios
for Detroit, assesses the probabilities of these scenarios, and
examines the extent of likely losses in each of the scenarios for
auto manufacturer debt holders.  It then assesses the broader
implications of the three scenarios, across the larger economy
generally and specifically on 10 important financial and
industrial sectors.

These include auto-part manufacturers, captive finance companies,
car rental companies, banks, auto dealers, steel, chemicals,
rental car fleet securitizations, state and local governments,
dealer floorplan securitizations, auto loan/lease securitizations,
and rental car fleet securitizations.

"A prepackaged bankruptcy might be the best approach to current
problems, but achieving timely agreement from a broad range of
creditors would be highly difficult, especially given the critical
funding status of GM and Chrysler," said Mr. Clark.

While the analyst and his Moody's colleagues give a prepackaged
bankruptcy filing coupled with government financial assistance a
70% likelihood of coming to pass, they assign a 25% probability of
a government bailout without a near-term automaker bankruptcy.

"Under this less-likely scenario, a comprehensive bailout package
is agreed to that enables the automakers to restructure without
any bankruptcy filings during 2009.  The degree of economic
disruption and direct financial loss for investors would be
contained, at least in the short term," said Mr. Clark.
"Bondholder losses would be the least in this scenario, although
there is a risk that such a reorganization would be inadequate,
and that at least one automaker might file for bankruptcy beyond
2009."

Given only a 5% likelihood, Moody's also considers the "freefall
bankruptcy" scenario without a prepackage plan and without
government involvement.  This would involve the most significant
disruption to the economy, including potential bankruptcies in
associated industries such as auto parts suppliers and auto
dealers.

"The negative consumer sentiment and erosion of franchise value
would make the reorganization process more complex for the
automakers and a Chapter 7 liquidation of at least one of the
automakers possible," said Mr. Clark.  "Auto bondholder losses
could be in the 75-100% range in this scenario."


GMAC LLC: Buying Equity Interest of ResMor Trust for C$8 Million
----------------------------------------------------------------
GMAC Residential Funding of Canada, Limited, a subsidiary of
Residential Capital, LLC, entered into an agreement whereby GMAC
LLC would acquire, indirectly, all of the outstanding equity
interests of ResMor Trust Company, a Canadian federally
incorporated trust company that engages in the residential
mortgage finance business.  Simultaneously with, and as a
condition to, the execution and delivery of the purchase
agreement, the ResMor seller, as borrower, entered into a Loan
Agreement and a Pledge and Security Agreement with GMAC in an
amount equal to the purchase price of ResMor.  The total purchase
price for the ResMor acquisition, and the amount of the loan, was
C$82 million.  The purchase is expected to close in December 2008
and will include the cash and short-term deposits on ResMor's
balance sheet, which, as of Oct. 31, 2008, totaled approximately
C$358 million.

On Nov. 20, 2008, two subsidiaries of ResCap, Passive Asset
Transactions, LLC and RFC Asset Holdings II, LLC, entered into a
loan agreement for a short-term, $430 million revolving credit
facility with Residential Funding Company, LLC, GMAC Mortgage,
LLC, and ResCap as guarantors and GMAC LLC as lender agent and
initial lender.  The loan is secured by:

   i) a pledge by Residential Funding Company, LLC of its
      receivables under certain warehouse loans it has made to
      third-party lenders;

  ii) a pledge by PATI of a secured note issued to it by Flume
      (No. 8); and

iii) the pledge by PATI of 100% of the equity of PATI A, LLC and
      the pledge by RAHI of 100% of the equity of RAHI A, LLC.

The Borrowers may only make borrowings under the Facility if
either

   i) certain cash balances and cash equivalents of ResCap and
      its consolidated subsidiaries are less than $750 million;
      or

  ii) certain unrestricted and unencumbered balances in US
      Dollars and cash equivalents of ResCap and its consolidated
      subsidiaries, excluding GMAC Bank, are less than
      $250 million.

The interest rate for borrowings is equal to the rate appearing on
Page 3750 of the Dow Jones "Markets" screen for the applicable
interest period plus a margin of 3.50%.  The Facility may be
prepaid in whole or in part without premium or penalty.  The
Facility will mature no later than Dec. 31, 2008.

On Nov. 21, 2008, the Borrowers borrowed $115 million under the
Facility.  The Facility contains representations, warranties and
covenants customary for facilities of this type, including a
covenant requiring ResCap to endeavor, taking into account
ordinary course business expenses and receipts and acting in good
faith, to maintain certain unrestricted and unencumbered balances
in US Dollars and cash equivalents of ResCap and its consolidated
subsidiaries of at least $250 million.

Other provisions of this facility include limitations on creating
liens, incurring debt, transactions with affiliates, sale/
leaseback transactions, engaging in certain new lines of business
activity, paying dividends, and mergers and sale of substantially
all assets.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

ResCap reported a net loss of $1.9 billion for the third quarter
of 2008, compared to a net loss of $2.3 billion in the year-ago
period.  For nine months ended Sept. 30, 2008, ResCap incurred net
loss of $4.6 billion compared to net loss of $3.4 billion for the
same period in the previous year.

ResCap's cash and cash equivalents balance was $6.9 billion at
quarter-end, up from $6.6 billion at June 30, 2008.

GMAC Bank assets and deposits continue to grow at a measured rate
with total assets of $32.9 billion at quarter-end, which includes
$8.5 billion of assets at the auto division and $24.4 billion of
assets at the mortgage division.  This compares to $31.9 billion
at June 30, 2008.  Deposits also increased in the third quarter to
$17.7 billion at Sept. 30, 2008, compared to $16.9 billion at the
end of the second quarter.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $66.5 billion, total liabilities of $64.1 billion and members'
equity of about $2.4 billion.

                         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.

For three months ended Sept. 30, 2008, the company reported a net
loss of $2.5 billion compared to a net loss of $1.5 billion for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred a net
loss of $5.5 billion compared to $1.6 billion for the same period
in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $211.3 billion, total liabilities of $202.0 billion and
members' equity of about $9.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2008,
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.


GMAC LLC: Forgives $683 Million of Rescap's November Debt
---------------------------------------------------------
GMAC LLC approved forgiveness of an amount of Residential Capital,
LLC's debt related to GMAC's loan and security agreement entered
into in April 2008 with Residential Funding Company LLC and GMAC
Mortgage LLC, equal to the amount required for ResCap to maintain
a consolidated tangible net worth of $300 million as of Nov. 30,
2008.

The November Debt Forgiveness is intended to allow ResCap to
remain in compliance with the financial covenants under its
bilateral credit facilities, including its agreement with Fannie
Mae as of Nov. 30, 2008, which require ResCap to maintain a
monthly consolidated tangible net worth of no less than $250
million, among other requirements.  For this purpose, consolidated
tangible net worth is defined as ResCap's consolidated equity,
excluding intangible assets and equity in GMAC Bank to the extent
included in ResCap's consolidated balance sheet.

The November Debt Forgiveness is capped at $683 million.  If the
maximum approved forgiveness of $683 million ultimately be
insufficient to allow ResCap to comply with the consolidated
tangible net worth covenant as of Nov. 30, 2008, GMAC has informed
ResCap that it does not intend that any forgiveness will take
place, as any additional forgiveness subsequent to Nov. 30, 2008,
would not remedy ResCap's noncompliance as of the date.  The
decrease in ResCap's tangible net worth as of Nov. 30, 2008, was a
result of several factors, including, among other things, a
deterioration in the value of certain of ResCap's mortgage
servicing rights primarily resulting from declining interest
rates, continued high provisions for loan losses and low levels of
other revenue.  The deterioration could continue or worsen.

GMAC has informed ResCap that it may, but is not obligated to,
approve additional debt forgiveness or provide additional
liquidity or support to ResCap.  However, GMAC has informed ResCap
that it does not intend to take further actions in support of
ResCap if the GMAC offers are not completed, although it reserves
the right to do so.  GMAC has not made, and is not making, any
commitment to continue to fund ResCap or to forgive ResCap debt
and GMAC is not subject to any contractual obligation to do so
regardless of whether GMAC's private exchange offers and cash
tender offers to purchase and exchange certain of its and its
subsidiaries' outstanding notes and certain of ResCap's
outstanding notes are completed and may consider other factors
when considering future funding of ResCap or forgiveness of ResCap
debt.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit of
GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

ResCap reported a net loss of $1.9 billion for the third quarter
of 2008, compared to a net loss of $2.3 billion in the year-ago
period.

For nine months ended Sept. 30, 2008, ResCap incurred net loss of
$4.6 billion compared to net loss of $3.4 billion for the same
period in the previous year.

ResCap's cash and cash equivalents balance was $6.9 billion at
quarter-end, up from $6.6 billion at June 30, 2008.

GMAC Bank assets and deposits continue to grow at a measured rate
with total assets of $32.9 billion at quarter-end, which includes
$8.5 billion of assets at the auto division and $24.4 billion of
assets at the mortgage division. This compares to $31.9 billion at
June 30, 2008.  Deposits also increased in the third quarter to
$17.7 billion at Sept. 30, 2008, compared to $16.9 billion at the
end of the second quarter.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $66.5 billion, total liabilities of $64.1 billion and members'
equity of about $2.4 billion.

                         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.

For three months ended Sept. 30, 2008, the company reported a net
loss of $2.5 billion compared to a net loss of $1.5 billion for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred a net
loss of $5.5 billion compared to $1.6 billion for the same period
in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $211.3 billion, total liabilities of $202.0 billion and
members' equity of about $9.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2008,
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.


GMAC LLC: Homecomings to Adjust Policies on Military Members
------------------------------------------------------------
Patrick Yoest at The Wall Street Journal reports that Homecomings
Financial LLC, a subsidiary of GMAC Financial Services, will
adjust its policies on military service members who pay their
mortgages ahead of schedule.

WSJ relates that Homecomings and GMAC will change their policies
to waive prepayment penalties for military service members moved
permanently to bases 30 miles or more from their current homes.

According to WSJ, the Department of Justice then ended a probe on
Homecomings.  Under the Servicemembers Civil Relief Act, troops
have protections that modify their obligations like mortgage
payments.  Citing the justice department, WSJ relates that
Homecomings agreed to refund a $9,144 mortgage-prepayment penalty
to Master Sgt. Brenda Gomez.  The report says that Sgt. Gomez
received an order transferring her to a new military base.  When
she asked Homecomings to waive the prepayment penalty, she had
been denied, the report states.

                      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' 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+'.


HAWAIIAN TELCOM: Presents Stipulation on Transfer to Hawaii
-----------------------------------------------------------
Hawaiian Telcom Communications Inc. asks the U.S. Bankruptcy
Court for the District of Delaware to allow the transfer of its
Chapter 11 cases to Hawaii.

Domenic E. Pacitti, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, in Wilmington, Delaware, proposed attorney for
Hawaiian Telcom Communications, Inc., and its debtor-affiliates,
relates that prior to the Petition Date, the Debtors analyzed
their options for the venue of their Chapter 11 cases.  They
eventually opted to file their cases in the United States
Bankruptcy Court for the District of Delaware for the convenience
of the parties-in-interest and other business reasons.

The Debtors maintain that they were and continue to be every
mindful of the local Hawaiian interests that may be impacted by
their Chapter 11 cases.

The Debtors relate that shortly after the Petition Date, they
commenced discussions with the Department of the Attorney General
for the State of Hawaii regarding venue of the Debtors' Chapter
11 cases.

Mr. Pacitti reminds Judge Walsh that Hawaiian Telcom is the
incumbent local exchange carrier for the State of Hawaii, serving
thousands of customers and employing 1,450 employees throughout
the Hawaiian Islands.  Moreover, its corporate offices are
located in Honolulu, Hawaii, and substantially all of its
operating assets and books and records are located in the State
of Hawaii.

Accordingly, the Debtors and the Hawaii Attorney General entered
into a stipulation, agreeing to transfer the venue of the
Debtors' Chapter 11 cases from the District of Delaware to the
District of Hawaii.

The Debtors seek the Delaware Bankruptcy Court's approval of the
Venue Transfer Stipulation.

Under the Stipulation, the Delaware Bankruptcy Court will
maintain venue and retain limited jurisdiction solely with
respect to the retention and fee applications of Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, the Debtors' proposed Delaware
counsel.

The Debtors also ask the Delaware Bankruptcy Court to shorten the
notice period with respect to the approval of the proposed
Stipulation.  The Debtors seek that objections be required to be
filed no later than December 19, 2008, at 4:00 p.m. Eastern Time,
and a hearing be scheduled on December 23, 2008, at 9:30 a.m.
Eastern Time.

                     About Hawaiian Telecom

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

(Hawaiian Telcom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HAWAIIAN TELCOM: SES AMERICOM Wants to Terminate IPTV Pact
----------------------------------------------------------
SES Americom, Inc., a party to an Internet Protocol Television
Agreement dated August 10, 2006, with Debtor Hawaiian Telcom
Services Company, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to allow it to
terminate the Agreement.

Pursuant to the parties' Agreement, SES Americom provides certain
IPTV services to the Debtor.

In order to help facilitate the Debtor's deployment of
terrestrial IPTV services to its subscribers, SES Americom agreed
to provide IPTV Services consisting of:

  * the acquisition of transport rights for content;

  * the aggregation, encoding and transcoding of certain video
    channels utilizing a format known as MPEG 4; and

  * securing distribution of IP-encoded channels.

Bayard J. Snyder, Esq., at Snyder & Associates, P.A., in
Wilmington, Delaware, states that in the event SES Americom
elects to permanently cease providing IPTV Services to its telco
industry customers, Section 12.1 of the IPTV Agreement expressly
authorizes SES Americom to terminate the IPTV Agreement without
further obligation or penalty by merely providing 180 days' prior
written notice.

In an exercise of its sound business judgment and in furtherance
of its rights under the IPTV Agreement, SES Americom has
determined to exit the IPTV market and entirely and permanently
cease providing IPTV Services to all of its telco industry
customers, including the Debtor, effective July 31, 2009.

By this motion, SES Americom asks the Court to lift the automatic
stay to permit it to issue a termination notice to the Debtor and
to terminate the IPTV Agreement.

Mr. Snyder maintains that SES Americom has the right to terminate
the IPTV Agreement and to entirely and permanently cease
providing IPTV Services to its telco industry customers for any
reason.

SES Americom seeks to exercise its contractual right to terminate
the IPTV Agreement.  In accordance with the Agreement, SES
Americon intends to serve the Debtors with the requisite 180
days' prior written notice of termination.

                     About Hawaiian Telecom

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

(Hawaiian Telcom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HAWAIIAN TELCOM: U.S. Trustee Names Five to Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code,
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appoints five members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Hawaiian Telcom
Communications, Inc., and its debtor-affiliates:

  1. U.S. Bank, N.A., as Indenture Trustee
     One Federal Street
     Boston, Massachusetts 02110
     Attn: Laura L. Moran
     Tel: (617) 603-6429
     Fax: (617) 603-6640

  2. Deutsche Bank National Trust Company,
     as Successor Indenture Trustee
     222 S. Riverside Plaza, 25th Floor
     Chicago, Illinois 60606-5808
     Attn: Jeffrey J. Powell, Trust & Securities Services
     Tel: (312) 537-1034
     Fax: (312) 537-1009

  3. International Bhd. of Elec. Workers
     Telephone Local Union 1357
     2305 South Beretania Street, Suite 206
     Honolulu, Hawaii 96826
     Attn: Thomas Ciantra
     Tel: (808) 941-7761
     Fax: (808) 944-4239

  4. Hawaiian Electric Company, Inc.
     900 Richards Street
     Honolulu, Hawaii 96813
     Attn: Kimo C. Leong
     Tel: (808) 522-2222 ext. 24
     Fax: (808) 523-1869

  5. Sprint Spectrum, L.P.
     10002 Park Meadow Drive
     Lone Tree, Colorado 80124
     Attn: Juliette Morrow Campbell
     Tel: (720) 206-3689
     Fax: (877) 816-1663

                     About Hawaiian Telecom

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

(Hawaiian Telcom Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HENDERSONVILLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hendersonville Senior Living, LLC
        aka Terrace at Bluegrass
        c/o J. Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302

Bankruptcy Case No.: 08-36673

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Anderson Senior Living Property, LLC               08-07255

Briarwood Retirement and Assisted Living           08-07339
   Community, LLC

Century Fields Retirement and Assisted Living      08-07338
   Community, LLC

Charlotte Oakdale Property, LLC                    08-07256

Colonial Gardens, LLC                              08-36655

Greensboro Oakdale Property, LLC                   08-07257

Medallion Assisted Living Limited Partnership      08-36638

Mt. Pleasant Oakdale I Property, LLC               08-07258

Mt. Pleasant Oakdale II Property, LLC              08-07259

Nashville Senior Living, LLC                       08-07254

Pinehurst Oakdale Property, LLC                    08-07260

Portland Senior Living, LLC                        08-36630

Stayton SW Assisted Living, L.L.C.                 08-36637

Winston-Salem Oakdale Property, LLC                08-07261

Chapter 11 Petition Date: December 4, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  al.kennedy@tonkon.com
                  Leon Simson, Esq.
                  leon.simson@tonkon.com
                  Timothy J. Conway, Esq.
                  tim.conway@tonkon.com
                  888 SW 5th Ave., # 1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

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

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

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

            http://bankrupt.com/misc/orb08-36673.pdf

The petition was signed by Jon M. Harder, manager of the company.


HERFF JONES: S&P Withdraws 'BB+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Herff
Jones Inc., including the 'BB+' corporate credit rating, at the
company's request.

The ratings withdrawal follows the announcement by American
Achievement Group Holdings Corp. on Dec. 5, 2008, that the
acquisition agreement with Herff Jones had been mutually
terminated because the parties did not receive the required
regulatory approvals necessary to complete the transaction.

Herff Jones Inc.
                              To          From
                              --          ----
Corporate Credit Rating      NR          BB+/Stable/--
Senior Secured               NR          BB+
   Recovery Rating            NR          3


HVHC INC: Moody's Revises Outlook to Stable & Holds B1 PDR
----------------------------------------------------------
Moody's Investors Service revised its rating outlook for HVHC Inc.
(HVHC) to stable from negative and upgraded its Speculative Grade
Liquidity Rating to SGL-2 from SGL-3.  All other ratings were
affirmed.

The upgrade of the Speculative Grade Liquidity Rating was prompted
by the $50 million capital contribution by HVHC's parent in the
third fiscal quarter, the proceeds of which were used to pay down
$40 million of the company's senior secured term loan. The debt
reduction significantly alleviated Moody's concerns over the
company's previously tight financial covenants in its lending
agreements and the company now has ample headroom to accommodate
further covenant step-downs over next twelve months.

The revision in the rating outlook to stable from negative
reflects the material decrease in leverage, as well as Moody's
expectation that HVHC will maintain stable operating performance
and metrics commensurate with the rating notwithstanding the
current economic environment.

This rating was upgraded:

   * Speculative Grade Liquidity Rating to SGL-2 from SGL-3

These ratings were affirmed and LGD assessments adjusted:

   * Corporate Family Rating at Ba3

   * Probability of Default Rating at B1

   * Senior Secured bank loan rating at Ba2 (LGD 2, 23% from
     LGD2, 24%)

HVHC'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; (iii) 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 HVHC's core industry; HVHC's
ratings are believed to be comparable to those of other issuers
with similar credit risk.

The last rating action on HVHC was taken on February 25, 2008,
when HVHC's outlook was revised to negative and the Speculative
Liquidity Rating was downgraded to SGL-3 from SGL-2.

HVHC Inc., with executive headquarters in Pittsburgh,
Pennsylvania, owns Davis Vision, Inc. and Viva Optique, Inc.
Davis administers employee vision care benefit programs, while
Viva distributes eyeglass frames in more than 60 countries. HVHC
also operates 90 retail stores primarily in the Northeastern US.
The company is a wholly-owned subsidiary of Highmark Inc. Revenues
for the twelve months ending September 30, 2008 were $688 million.


IMPERIAL BUSINESS: Mulls Sale of Property to AIA or Winning Bidder
------------------------------------------------------------------
Imperial Business Park, L.P., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to approve the sale
procedures and overbid protections in connection with the proposed
sale of certain real estate and personal property assets relating
to its real property located in North Fayette Township, in
Pennsylvania including all real estate and warehouse faciities
used in the operations to Ashford/Imperial Associates, L.P. (AIA),
for the purchase consideration of $9,225,000.

The Debtor asks the Court to approve the sale, free and clear of
all liens, claims, interests and encumbrances which is permitted
under Sec. 363(f) of the Bankruptcy Code with interests in the
property attaching to the net proceeds of the sale.

The Debtor also asks the Court to approve the proposed break-up
fee and remedies in case of Seller's default, and to set the date
for the Auction and the Sale Hearing at which the Court will
conduct the Auction and consider approval of the Sale.

The Debtor tells the Court that while it has negotiated with other
potential buyers and is continuing efforts to obtain Higher bids,
the proposal of AIA is the only firm and fully documented proposal
and the best offer received by the Debtor to date.

The Court has scheduled a non-evidentiary hearing on Jan. 5, 2009.

The assets to be sold are:

  a. All real property owned by the Debtor located in North
     Fayette Township, Pennsylvania;

  b. Certain items of equipment and tangible personal property
     owned by the Debtor, utilized in connection with the
     business operations at the warehouse to be identified in a
     separate listing of assets immediately prior to the Sale
     Hearing;

  c. Certain intangible personal property used in connection with
     the Business to be identified in a separate listing of
     assets immediately prior to the sale hearing;

  d. Inventory owned by the Debtor for use in connection with the
     Business and located at the warehouse;

  e. All governmental permits issued by any governmental agency
     having jurisdiction over the Business;

  f. Any security deposits of the tenants and;

  g. An assumption of those unexpired leases of non-residential
     real property and executory contracts identified in the
     Agreement.

                           Break-Up Fee

The Agreement provides that in the event that the Buyer is not
approved by the Court as the purchaser of the Assets
notwithstanding the Buyer's willingness and ability to consummate
the transactions described in the Agreement, and all, or
substantially all, of the Assets are sold to one or more third
parties for a purchase price and other consideration in excess of
the Purchase Price and the other consideration provided by Buyer
pursuant to the Agreement, the Buyer shall be entitled to receive
a Break-Up Fee in the amount of $150,000.  Buyer will not be
entitled to receive the Break-Up Fee if the Debtor does not sell
the Assets, or if Buyer terminates the Agreement pursuant to a
Seller Default Termination.

The Debtor relates that it believes that all parties asserting
Interests in the assets to be sold will consent to the sale.  Any
lien creditor that does not agree to the auction sale may protect
its interest by "credit bidding" their lien pursuant to Sec. 363
of the Bankrupty Code provided that such lien creditor assures
payment of the Break-Up Fee.

The Debtor provided a list of named parties as respondents to its
Motion that may assert a lien or other lien in the Debtor's
assets:

   1) LaSalle Bank, N.A.

   2) Allegheny County Redevelopment Authority

   3) Western Allegheny County Municial Authority

   4) Imperial Business Park Neighborhood Improvement District
      Management Association, Inc.

   5) Independent Enterprises, Inc.

   6) Taylour Interior Systems, Inc.

   7) North Fayette Township

   8) Verizon Pennsylvania, Inc.

   9) Allegheny County Treasurer

   10) Dennis & Janet Kumfmiller

                    About Imperial Business

Oakdale, Pennsylvania-based Imperial Business Park, L.P. --
http://www.imperialbusinesspark.net/-- owns an industrial and
business park.  The company filed for Chapter 11 protection on
Oct. 2, 2008 (Bankr. W. D. Pa. Case No. 08-26580).  David K.
Rudov, Esq., at Rudov & Stein, represents the Debtor as counsel.
Robert S. Bernstein, Esq., and Scott S. Schuster, Esq., at
Bernstein Law Firm, P.C., represent the Offical Committee of
Unsecured Creditors as counsel.  The company listed assets of
$16,064,823 and debts of $18,078,619.


JARDEN CORP: Moody's Revises Outlook on B1 Ratings to Stable
------------------------------------------------------------
Moody's Investors Service affirmed all of Jarden Corporation's
ratings, but revised the rating outlook to stable from positive
following the company's recent downward guidance of 2009 revenue
and due to our expectations that the accelerating uncertainty in
both the capital market and job market will likely result in
continued weakness in discretionary consumer spending in the near
term pressuring the company's operating performance.  At the same
time, Moody's assigned a speculative grade liquidity rating of
SGL 3.

"The revision in the outlook to stable from positive reflects
Moody's belief that a rating upgrade is unlikely over the next 12
to 18 months due to the expected moderation in the company's
operating performance in the midst of the severe uncertainty in
the economy" said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service.  Despite an expected softness in operating
performance, the stable outlook reflects Moody's expectation that
the company will continue to generate strong operating cash flow,
maintain adjusted leverage around 6x and retained cash flow to
adjusted debt in the low double digits.  The stable outlook also
reflects Moody's belief that the company will not undertake any
material acquisitions in the near term and that any smaller
acquisitions will be conservatively financed.

The SGL 3 rating reflects Jarden's good operating cash flow and
cash balances, offset by the annual renewal of the fully drawn
$250M accounts receivable securitization facility and the near
term maturity of its revolver in January 2010, which currently has
$130 million outstanding, although historically Jarden has not
utilized its revolver.  The SGL 3 rating also reflects Moody's
expectation that the revolver will not be renewed by January 2009.

These ratings were affirmed and assessments amended:

   * Corporate family rating at B1:

   * Probability of default rating at B1:

   * $1.675 billion senior secured term loan at Ba3 (LGD 3 --
     33%), no change in LGD assessment

   * $225 million senior secured revolver at Ba3 (LGD 3 -- 33%),
     no change in LGD assessment

   * $650 million senior subordinated notes at B3 (LGD 5 -- 86%
     from LGD 5 -- 83%)

This rating was assigned:

   * Speculative Grade Liquidity rating at SGL 3

The last rating action was on July 26, 2007, where Moody's
affirmed all of the company's ratings except the secured revolver
rating, which was downgraded to Ba3 due to a change in the
financing structure of the K2 acquisition; the outlook remained
positive. The principal methodology used in rating Jarden was the
Global Consumer Durables Goods methodology which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
rating process of rating Jarden can also be found in the Credit
Policy & Methodologies directory.

Jarden Corporation is a leading manufacturer and distributor of
niche consumer products used in and around the home.  The
company's primary segment include Outdoor solutions (which
distributes a variety of outdoor leisure products under the
Coleman, K2, Marmot, PureFishing, Rawlings and Volkl brands among
others), Consumer Solutions (which distributes appliances and
personal care and wellness products under the Crock-Pot,
FoodSaver, Mr. Coffee, Oster and Sunbeam brands among others) and
Branded Consumables (which distributes playing cards, food
preservation jars, plastic cutlery, firelogs and fire detection
and suppressant systems under the Ball, Bicycle, Diamond, First
Alert and Pine Mountain brands among others ).  Headquartered in
Rye, NY the company reported annualized net sales of approximately
$5.4 billion for the 12 months ended September 30, 2008.


JPMORGAN CHASE: S&P Lowers Series 2001-C1 Class N Rating to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
N commercial mortgage pass-through certificates from JPMorgan
Chase Commercial Mortgage Securities Corp.'s series 2001-C1.
"Concurrently, we raised our ratings on classes D and E from the
same transaction.  Lastly, we affirmed our ratings on 13 pooled
certificates and two nonpooled certificates from the same series,"
S&P said.

"The downgrade of the class N pooled certificates reflects credit
concerns with nine of the 21 loans in the pool that have reported
debt service coverage (DSC) below 1.0x.  The upgrades reflect
increased credit enhancement levels resulting from a 12% reduction
in the mortgage pool balance since Standard & Poor's last review
in March 2006, as well as the defeasance of the collateral
securing 26.8% ($236.6 million) of the pool.  The affirmations of
the pooled certificates reflect credit enhancement levels that
provide adequate support through various stress scenarios, while
the affirmations of the raked certificates reflect the stable
performance of the Newport Centre loan.

"There are 21 loans ($79.7 million) in the pool that have reported
low DSC, and nine ($40.5 million) of the 21 loans are credit
concerns.  The 21 loans are secured by multifamily, office,
retail, and industrial properties with an average balance of $3.7
million and have experienced a weighted average decline in DSC of
60% since issuance.  The nine loans that are credit concerns are
secured by multifamily, retail, and office properties and have
experienced a combination of declining occupancy and higher
operating expenses.  The remaining loans have significant debt
service reserves, are in various stages of lease-up or renovation,
or have relatively low levels of debt exposure; we expect the net
cash flow available for debt service for the remaining loans to
improve in the future.

"The Salado at Walnut Creek loan ($12.0million; 1.3%) is the
fifth-largest loan in the pool and the only asset with the special
servicer, CWCapital Asset Management LLC (CWCapital).  Total
exposure is $14.4 million including servicing advances and
interest.  The loan is secured by a 290-unit multifamily property
built in 1984 in Austin, Texas.  The loan was transferred to the
special servicer in May 2003 due to monetary default, and the
property became real estate owned (REO) on April 4, 2008.  The
property was 88% occupied as of September 2008.  Standard & Poor's
received an appraisal dated October 2008 that indicated an as-is
value of $17.1 million.

"As of the Nov. 12, 2008, remittance report, the collateral pool
consisted of 150 loans with an aggregate trust balance of
$880.0 million, compared with 169 loans totaling $1.0 billion at
issuance.  The master servicer, Midland Loan Services Inc.
(Midland), reported financial information for 99% of the pool;
97.6% of the servicer-provided information was full-year 2007 and
interim-2008 data.  Standard & Poor's calculated a weighted
average DSC of 1.54x for the pool, up from 1.52x at issuance (this
excludes University Towers, a cooperative loan).  The trust has
incurred seven losses to date, totaling $10.5 million.
The top 10 loans have an aggregate outstanding balance of
$246.0 million (32.4%) and a weighted average DSC of 1.73x, up
from 1.57x at issuance (excluding the University Towers loan).

"Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
exposures.  All of the properties were characterized as "good."
The Newport Centre loan, the largest loan in the pool, has a
whole-loan balance of $150.4 million that comprises a
$111.0 million senior interest component (17% of the pooled trust
balance) and a $39.3 million subordinate nonpooled component that
provide the sole source of cash flow for the class NC-1 and NC-2
raked certificates.  The loan is secured by 386,587 sq. ft. of in-
line space in a 919,428-sq.-ft. mall in Jersey City, N.J.; the
property was built in 1987.  Macy's, Sears, and Kohl's are anchors
for the property but are not part of the loan's collateral.  In-
line sales were $373 at year-end 2007.  The credit characteristics
of the loan continue to be consistent with those of investment-
grade rated obligations.  Standard & Poor's adjusted value is
comparable to our value at issuance.

"Midland reported a watchlist of 31 loans with an aggregate
outstanding balance of $150.7 million (17.1%).  Three of the top
10 loans are on the watchlist; details are:

   -- The largest loan on the watchlist and third-largest loan in
      the pool, the Westgate Plaza loan ($23.8 million; 2.7%), is
      secured by a 316,355-sq.-ft. anchored retail center in
      Gates, N.Y. The property was built in 2000 and is anchored
      by Wal-Mart through 2021.  The property was 96% occupied as
      of June 2008.  The loan appears on the watchlist due to a
      drop in DSC to 1.12x at year-end 2007 from 1.27x at
      issuance.  The decline in DSC is due primarily to a
      decrease in base rent.

   -- The second-largest loan on the watchlist and sixth-largest
      loan in the pool, the University Towers loan
      ($11.9 million; 1.3%), is secured by a 547-unit cooperative
      apartment building in Brooklyn, N.Y.  The loan appears on
      the watchlist due to a mechanic's lien action (a legal
      process that seeks to guarantee payment for contracted
      services rendered on an improved piece of property) for
      $17,334.64 on the building.  A settlement has been reached
      that requires the borrower to pay $12,500.  As of year-end
      2007, occupancy was 99.6%.

   -- The third-largest loan on the watchlist and seventh-largest
      loan in the pool, the Quail Hollow at the Lakes Apartments
      loan ($11.3 million; 1.2%), is secured by a 200-unit
      multifamily complex in Holland, Ohio, a suburb of Toledo.
      Built in 2000, the property was 71% occupied as of June
      2008, compared with 96% at issuance.  The loan appears on
      the watchlist due to a decline in DSC to 0.83x as of June
      2008 from 1.33x at issuance.  The deterioration is due
      primarily to a drop in occupancy since issuance.

"Standard & Poor'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, raised,
and affirmed ratings.

   RATING LOWERED (POOLED)

   JPMorgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-C1

              Rating
   Class    To      From   Credit enhancement (%)
   -----    --      ----   ----------------------
   N        CCC     CCC+                     1.07

   RATINGS RAISED (POOLED)

   JPMorgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-C1
              Rating
   Class    To      From   Credit enhancement (%)
   -----    --      ----   ----------------------
   D        AA+       AA                    14.10
   E        AA-       A+                    12.57

   RATINGS AFFIRMED (RAKED)

   JPMorgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-C1

   Class   Rating
   -----   ------
   NC-1    A+
   NC-2    A

   RATINGS AFFIRMED (POOLED)

   JPMorgan Chase Commercial Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-C1

   Class    Rating            Credit enhancement (%)
   -----    ------            ----------------------
   A-2      AAA                                24.99
   A-3      AAA                                24.99
   B        AAA                                19.32
   C        AAA                                16.71
   F        BBB+                                9.50
   G        BBB                                 7.97
   H        BB+                                 5.36
   J        BB                                  4.29
   K        BB-                                 3.52
   L        B                                   2.30
   M        B-                                  1.68
   X-1      AAA                                  N/A
   X-2      AAA                                  N/A

   N/A-Not applicable.


KB TOYS: Court Approves Epiq Bankruptcy as Claims Agent
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized KB Toys Inc. and its debtor-affiliates to employ Epiq
Bankruptcy Solutions LLC as their claims, notice and balloting
agent.

The firm is expected to:

   a) assist the Debtors with all required notices in these cases
      including, among others:

      -- notice of commencement of the chapter 11 cases and the
         initial meeting of creditors under Section 341(a) of the
         Bankruptcy Code;

      -- notice of claims bar dates;

      -- notice of objections to claims;

      -- notices of any hearings on the Debtors' disclosure
         statement; and confirmation of the Debtors' chapter 11
         plan; and

      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for the orderly
         administration of the chapter 11 cases;

   b) within five days of the service of a particular notice,
      file with the Clerk's Office a certificate or affidavit of
      service that includes:

      -- a copy of the notice served;

      -- a list of persons upon whom the notice was
         served along with their addresses; and

      -- the date and manner of service;

   c) receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the case;

   d) maintain official claims registers in each of the Debtors'
      cases by docketing all proofs of claim and proofs of
      interest in the applicable claims database;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the Clerk's
      Office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      the list available upon request to the Clerk's Office or any
      party in interest;

   h) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the case
      without charge during regular business hours;

   i) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe;

   1) provide other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors;

   m) oversee the distribution of the applicable solicitation
      material to each holder of a claim against or interest in
      the Debtors;

   n) respond to mechanical and technical distribution and
      solicitation inquiries;

   o) receive, review and tabulate the ballots cast, and make
      determinations with respect to each ballot as to its
      timeliness, compliance with the Bankruptcy Code, Bankruptcy
      Rules and procedures ordered by this Court subject, if
      necessary, to review and ultimate determination by the
      Court;

   p) certify the results of the balloting to the Court; and

   q) perform such other related plan-solicitation services as may
      be requested by the Debtors.

The firm's professionals and their compensation rates are:

      Professionals                 Hourly Rates
      -------------                 ------------
      Senior Consultant                 $295
      Senior Case Manager             $225-$275
      Case Manager (Level 2)          $185-$220
      IT Programming Consultant       $140-$190
      Case Manager (Level 1)          $125-$175
      Clerk                           $40-$60

Daniel C. McElhinney, executive director of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estates and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.
On Jan. 14, 2008, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company and eight of its affiliates filed for Chapter 11 on
December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269).  Joel
A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


KB TOYS: To Close Stores and Sell Wholesale Division
----------------------------------------------------
KB Toys Inc. won approval from Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware to pay workers,
honor gift cards, and use cash.

According to Bill Rochelle of Bloomberg News, a company lawyer
told the Court that the Debtor hopes to sell the wholesale
division while liquidating the 431 stores in going-out-of-business
sales.

                         About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.

On Jan. 14, 2008, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on Dec. 11.  The debts include $143 million in unsecured claims;
and $200 million in secured claims, including $95.1 million owed
to first-lien creditors where General Electric Capital Corp.
serves as agent; and $95 million owed to second-lien creditors.


KIS GOLF: Seeks to Convert Chapter 11 Case to Liquidation
---------------------------------------------------------
KiS Golf, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Tennessee to convert its Chapter 11 reorganization
case to Chapter 7 liquidation.

KiS Golf filed for Chapter 11 protection on Nov. 18, 2008.

KiS Golf said that it was in the process of establishing a
financing package for the revolving term credit accounts typically
employed by its customers, until GE Money Bank abruptly terminated
through a conference call on Nov. 12, 2008, its agreement with KiS
Golf, without notice or cause.  GE Money representatives advised
KiS Golf that the bank would no longer finance its customers, even
though the customer dispute rate had dropped from 7% to 2% in the
prior six-month period.

Under the GE Money Bank Agreement, GE Money may hold funds, which
would normally be released to KiS Golf in full within two to three
business days.  At this particular time, an amount of $200,000 was
due to be released.

KiS Golf said that before GE Money terminated its agreement with
the company, Wells Fargo Bank took "the same unprovoked and ill
reasoned action" regarding consumer credit accounts.  Wells Fargo
retained approximately $130,000 in funds due to be released to KiS
Golf.

Simultaneously with the retention by GE Money Bank of operating
capital, KiS Golf was arranging a supplemental financing source
for its customers.  The referenced total of $340,000 would have
been adequate to fund a Chapter 11 Plan pending establishment of a
new financing source.

KiS Golf described the amount of reserves that GE Money and Wells
Fargo have retained as "unreasonable."  KiS Golf has been
challenging the amount of reserves during the past weeks.  KiS
Golf said that during the interim period starting from the Chapter
11 filing, it appeared as though an accommodation may be
forthcoming.  KiS Golf claimed that GE Money and Wells Fargo
didn't intend to make any "accommodation" to assist the company.

"It is clear that there is no reasonable likelihood that a plan is
possible and there is no reasonably justifiable grounds for the
continued pursuit of circumstances allowing Debtor to continue
doing business, nor is such condition likely to be cured within a
reasonable time," KiS Golf said in court documents.

KiS Golf, Inc., is based in Nashville, Tennessee.  Joseph Carson
Stone, Esq., at J Carson Stone III PC represents the company in
its bankruptcy case.  When the company filed for Chapter 11 in
November, it listed assets of $100,001 to $500,000 and debts of
$1,000,001 to $10,000,000.


LAIRD PLC: To Cut Global Workforce by 40%, Shutter 3 U.S. Plants
----------------------------------------------------------------
Laird PLC disclosed plans to reduce its direct labor force by
about 40%, or some 4,500 employees -- including the normal
seasonal reduction at year end -- and direct and indirect overhead
by approximately 14%, or some 500 employees, in the fourth quarter
of 2008.

Laird's manufacturing facility in Hungary is in the process of
being closed, and three of its facilities in the U.S. will be
closed or downsized significantly, with production from these
sites transferred to Mexico and China.

Laird said the plant closures will lead to further labor and
overhead reductions during the first half of 2009.  The actions
will result in exceptional charges of up to GBP20 million being
incurred in 2008, of which some GBP14 million will be cash and the
remainder asset write-downs.  Annualized net benefits will be at
least GBP12 million, being realized progressively during 2009.

"We currently expect that our underlying performance in 2008 will
be within expectations. As anticipated in our Trading Update on 18
November, we have seen an acceleration of the slowdown in demand
for our products across virtually all of our market sectors in
November. This has continued into December, with de-stocking in
the global supply chain. As a result, we expect revenue at
constant exchange rates in the fourth quarter of 2008 to be 25% to
30% below that in the same period of 2007, although currency
movements will mitigate considerably the reduction in revenue when
expressed in Sterling," the company said in a press release.

"The flexibility of our business has allowed us to respond rapidly
to the slowdown.

"For planning purposes we are assuming that the current de-
stocking lasts through at least the first quarter of 2009, and
that there will be no market recovery during 2009. Our planning
assumption is that global unit handset volumes will decline by 10%
from 2008 levels. We expect that the cost reduction measures that
we are implementing, lower commodity prices, greater penetration
of our products, and the breadth of our business activities, will
underpin our performance in 2009.

"Financially, Laird remains strong with low financial gearing and
high single digit interest cover in 2008.  Our revolving credit
facilities run to 2012 and our Private Placement to 2016. While
the current downturn persists, we are able to maintain our
investment in enhancing our technical and operational
capabilities, and expect to increase our penetration at key
customers as well as increase the extent of our vertical
integration. These actions, together with our ability to respond
rapidly to any economic recovery, will benefit the Company when
markets improve."

London, U.K.-based Laird PLC designs and supplies performance-
critical components and systems for wireless and other advanced
electronic applications.  It has operations in North America,
Europe and across Asia.

Its U.S. affiliate, Laird Technologies, Inc., is based in
Chesterfield, Missouri.


LANDAMERICA FINANCIAL: Court & Nebraska OK Fidelity Acquisition
---------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia approved Fidelity National Financial Inc.'s acquisition
of two principal title insurance underwriters, Commonwealth Land
Title Insurance Company and Lawyers Title Insurance Corporation of
LandAmerica Financial Group Inc.

Fedility National's purchase remains subject to the expiration of
the waiting period under the Hart Scott Rodino application and
other closing conditions specified in the amended stock purchase
agreement.

The waiting period expires on Dec. 18, 2008, and closing is to
occur by Dec. 22, 2008.

The state of Nebraska Department of Insurance has also approved
Fidelity's acquisition of all of the issued and outstanding shares
of LandAmerica's two principal title insurance underwriters. The
state also approved Stewart Title Guaranty Company's acquisition
of all of the issued and outstanding shares of Commonwealth and
Lawyers.

Fidelity National's purchase remains subject to certain other
regulatory approvals, including the entry of final approved orders
by United States Bankruptcy Court for Eastern District of Virginia
and Hart Scott Rodino.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11
protection Nov. 26, 2008 (Bankr. E. D. Virginia, Lead Case No. 08-
35994).  Dion W. Hayes, Esq., and John H. Maddock III, Esq., at

McGuireWoods LLP, are the Debtors' bankruptcy counsel.  In its
bankruptcy petition, LFG listed total assets of $3,325,100,000,
and total debts of $2,839,800,000 as of Sept. 30, 2008.


LEE ENTERPRISES: Wants Until December 29 to File Annual Report
--------------------------------------------------------------
Lee Enterprises Incorporated notified the Securities and Exchange
Commission that it could not file of its annual report on Form 10-
K until Dec. 29, 2008.

The company said it needs additional time to complete the complex
calculations required to determine the extent of additional non-
cash charges to reduce the carrying value of goodwill and other
intangible assets, a result of increasing financial market
volatility and deteriorating economic conditions.  In addition,
the company is also analyzing certain deferred income tax matters
related to its accounting for intangible assets.

The company assured that none of the matters under review would
impact cash flows, but per share results will be reduced, as will
stockholders' equity.

The company said it expects the impairment charges to total at
least $180 million after tax for the fourth quarter of the fiscal
year ended Sept. 28, 2008.  A portion of a charge of that
magnitude would also reduce the stockholders' equity of Pulitzer
Inc., a wholly owned subsidiary of the company, and trigger the
need for the noteholders to waive the minimum net worth covenant
in the guaranty agreement related to the $306 million Senior
Notes, a debt facility originated in 2000 by St. Louis Post
Dispatch LLC, a Pulitzer Inc. subsidiary.

Without a waiver by the noteholders, the reduction in Pulitzer
Inc.'s stockholders' equity would constitute an event of default
in the guaranty agreement.  Unless waived, the condition also
would cause a cross-default in Lee's recently amended bank credit
agreement, dating to Lee's acquisition of Pulitzer Inc. in 2005.

Notice of an event of default would allow creditors to exercise
certain remedies granted by the various debt agreements.

Timing of the delivery of various financial statements required by
the Pulitzer Notes, guaranty agreement and credit agreement could
also be delayed by the matters noted above, requiring additional
waivers from the noteholders and Lee's bank lenders.

The Pulitzer Notes mature in April 2009.

On Dec. 12, 2008, KPMG LLP, the company's independent registered
public accounting firm, formally notified the company's audit
committee chairman that, in the absence of further information in
support of the company's ability to meet its obligations as they
become due and comply with certain debt covenants, its auditors'
report on the consolidated financial statements for the year ended
Sept. 28, 2008, to be included in the Annual Report on Form 10-K
will include an explanatory paragraph relating to Lee's ability to
continue as a going concern.

Such a modification of the auditors' report would, unless waived
by the lenders, constitute an event of default under Lee's bank
credit agreement.  KPMG LLP said it will, for the same reasons,
also modify its auditors' reports on the separate financial
statements of Pulitzer Inc. and St. Louis Post-Dispatch LLC,
requiring the need for additional waivers under the compay's
various debt agreements.

Mary Junck, chairman and chief executive officer, said: "As the
economy has continued to worsen, Lee is actively engaged in
discussions with the noteholders to extend or renew the Pulitzer
Notes as soon as possible, and we are simultaneously working to
obtain the necessary waivers under our various debt agreements.
Although the credit markets remain very difficult, lenders have
shown a willingness to work toward acceptable solutions to help us
avoid violating performance conditions in our debt agreements."

"Even in this recession, Lee continues to generate substantial
cash flow, and we continue to believe that Lee will emerge strong
when all the national economic turbulence ends," Mr. Junck said.

Lee Enterprises, Inc. publishes daily newspapers, weekly
newspapers, and specialty publications in the United States.  The
company has a strategic alliance with Yahoo!, Inc. Lee Enterprises
was founded in 1890.  It is based in Davenport, Iowa.


LEHMAN BROTHERS: PBGC Wants Pension Plan Ended to Protect Benefits
------------------------------------------------------------------
The Pension Benefit Guaranty Corp. has sought permission from the
U.S. Bankruptcy Court for the Southern District of New York to end
the Lehman Brothers Holdings Inc. Retirement Plan.  The PBGC said
it initiated court action to protect the benefits of more than
26,500 workers and retirees of Lehman Brothers and its
subsidiaries.

According to PBGC estimates, the pension plan is 95% funded, with
$898.2 million in assets to cover $940.8 million in benefit
liabilities. If the plan ends, the agency expects to be
responsible for $17.9 million of the $42.6 million shortfall.

The pension insurer's move comes ahead of a Dec. 22 bankruptcy
court hearing on the sale of Lehman subsidiaries that make up the
firm's investment management business.  The agency acted to end
Lehman's pension plan prior to the sale so that the subsidiaries
being sold remain liable for the pension plan's unfunded benefit
liabilities. Under the Employee Income Retirement Security Act of
1974, the federal legislation that created the PBGC, the agency is
empowered to collect claims from members of a plan sponsor's
controlled group, such as the subsidiaries of Lehman's investment
management business that may be sold this month. Such entities are
directly or indirectly 80-percent owned by their parent company.

The PBGC acted to end Lehman's plan because it stands to be
abandoned following the liquidation of substantially all the
firm's assets, and the increased financial risk to the PBGC if the
subsidiaries involved in the current sale exit the controlled
group and escape liability for the pension plan.  None of the
buyers have assumed responsibility for the pension plan.  The
agency believes that Lehman's non-bankrupt controlled group
members could afford to take care of the pension plan.   Should
that fail to happen, the agency will take over the assets and use
insurance funds to pay guaranteed benefits earned under the plan,
which will end as of December 12, 2008. Assumption of the plan's
unfunded liabilities will have no material effect on the PBGC's
financial statements, according to generally accepted accounting
principles.

Until such time as the PBGC becomes trustee, the pension plan
remains ongoing under Lehman's sponsorship.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 30,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Founded in 1850, Lehman Brothers started as a cotton
trading company based in Montgomery, Ala. After more than a
century of expansion through sales and mergers, the company was
spun-off from American Express in 1993 and became public in 1994.

Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman's problems became evident earlier 2008 amid tightening
credit markets and the loss of liquidity.  Unable to borrow cash
to maintain operations, the firm filed for Chapter 11 protection
on Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's
bankruptcy petition listed $639 billion in assets and $613 billion
in debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.

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

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

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

On Sept. 20, the Court approved the sale of substantially all of
Lehman's capital markets and investment banking operations to
Barclays Capital Inc. for $1.75 billion.

Nomura Holdings Inc., the largest brokerage house in Japan, on
Sept. 22 reached an agreement to purchased Lehman Brothers
Holdings, Inc.'s operations in Europe and the Middle East less
than 24 hours after it reached a deal to buy Lehman's operations
in the Asia Pacific for US$225 million.  Nomura paid only $2 for
Lehman's investment banking and equities businesses in Europe, but
agreed to retain most of Lehman's employees.

             International Operations Collapse

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

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

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LENOX GROUP: Can Access $85 Million Facility to Fund Holiday Sales
------------------------------------------------------------------
Lenox Group Inc. was allowed to access an $85 million facility to
finance holiday sales following the approval of the modified loan
by the Hon. Allan Gropper of the United States Bankruptcy Court
for the Southern District of New York, according to Tiffany Kary
of Bloomberg News reports.

The pre-bankruptcy term-loan lenders of Lenox Group Inc., had
warned that the Debtor will be in a freefall liquidation next year
if the Bankruptcy Court approves $85 million in secured financing,
Bloomberg's Bill Rochelle reportd.  Before the bankruptcy filing,
the term-loan lenders negotiated an agreement to purchase the
business by bidding their $98.75 million secured claim.

A person familiar with the matter said the Debtor's DIP lender
-- UBS AG of Zurich as lead arranger -- agreed to modify certain
deadlines and rules for meeting budge requirement, which gave the
Debtor more leeway to prevent a default, Ms. Kary says.

"This has been the subject of around-the-clock negotiations,"
Bloomberg quoted the person as saying.  "I think everybody is
satisfied with the milestones."

Bank of New York Mellon Corp., who represents undisclosed lenders,
Ms. Kary relates, protested the financing saying it increased the
chances of the Debtors to default and liquidate.  The undisclosed
lenders agreed to purchase the Debtor using their $98.7 million
claim, Ms. Kary notes.

According to BoNY, the company should use cash collateral instead
of the DIP loan to fund operations in bankruptcy.  The Bank argued
that the fees for the loan is too high but Judge Gropper said the
fees, while high, weren't unreasonable, Ms. Kary relates.

Judge Gropper said the fees were negotiated in good faith and in
unprecedentedly bad markets, Mr. Kary says.

The Debtor's counsel, Ms. Kary adds, told the Court that the
Debtor has discrepancy about the estimates of it unsecured
creditors.  Ms. Kary says the counsel said the Pension Benefit
Guaranty Corp.'s claim, which is estimated at $9 million, may be
more than $60 million, among other things.

The salient terms of the DIP Credit Facility are:

  Borrowers.         56, Lenox Retail and Lenox, Inc.;

  Guarantors.        Lenox Group, Lenox Sales, FL 56 and Lenox
                     Worldwide;

  Administrative
  Agent.             UBS AG, Stamford Branch;

  Credit Facility.   First priority senior secured revolving
                     credit facility, including swingline loans
                     and letters of credit, and including a
                     "roll-up" of all of the existing outstanding
                     obligations under the Revolving Loan
                     Agreement;

  Amount.            $85,000,000

  Letters of Credit
  Sublimit.          $15,000,000

  Swingline Facility
  Sublimit.          $15,000,000

  Security.          The DIP Facility Lenders will receive (A)
                     priming security interests in, and liens
                     upon, all prepetition and postpetition
                     assets of the Debtors, including, the
                     Revolver Priority Collateral, but excluding
                     the Term Loan Priority Collateral (in each
                     case as defined in the Intercreditor
                     Agreement) whether now existing or hereafter
                     acquired, and (B) junior priority security
                     interests in, and liens upon, all assets
                     otherwise encumbered by Revolver Permitted
                     Prior Liens, other than Avoidance Actions
                     (in each case as defined in the
                     Intercreditor Agreement or the interim order
                     approving the DIP Credit Facility,
                     specifically including the Term Loan
                     Priority Collateral;

  Maturity.          Earlier of (i) the date on which all the
                     Loans have been indefeasibly repaid in full
                     in cash, (ii) [November __, 2009], (iii) the
                     closing date of a sale pursuant to Section
                     363 of the Bankruptcy Code of all or
                     substantially all of the Debtors' assets,
                     (iv) the effective date of a confirmed plan
                     of reorganization for Borrowers in any case
                     commenced pursuant to chapter 11 of the
                     Bankruptcy Code, (v) the date of a
                     conversion pursuant to chapter 7 of the
                     Bankruptcy Code, and (vi) the date of the
                     termination of all of the Commitments;

  Use of Proceeds.   Proceeds will be used to: (a) repay all
                     obligations under the Revolving Loan
                     Agreement, (b) fund general corporate and
                     working capital needs, (c) pay
                     administrative expenses of the chapter 11
                     cases, including reasonable fees and
                     expenses of professionals; and

  Adequate
  Protection.        The Debtors will (i) (A) grant the Revolving
                     Loan Agent (for itself and for the benefit
                     of the Revolving Loan Lenders) (w) valid,
                     binding, enforceable, non-avoidable,
                     automatically-perfected first priority
                     replacement security interests in and a
                     liens on the Collateral, (x) a second
                     priority perfected lien on the Revolver
                     Permitted Prior Liens, (y) an allowed
                     administrative claim against each of the
                     Debtors pursuant to Section 507(b) of the
                     Bankruptcy Code, subject only to the
                     superpriority status of the obligations
                     under the DIP Credit Facility and to the
                     Carve-out, and (z) make payments to the
                     Revolving Loan Agent and Revolving Loan
                     Lenders for reasonable prepetition and
                     postpetition fees and expenses, and (ii) (A)
                     grant the Term Loan Agent (for itself and on
                     behalf of the Term Loan Lenders) valid,
                     binding, enforceable, non-avoidable,
                     automatically perfected replacement security
                     interests in and liens on the Collateral,
                     subject only to the DIP Facility Liens and
                     the Term Loan Permitted Prior Liens, (B) an
                     allowed administrative claim against each of
                     the Debtors pursuant to Section 507(b) of
                     the Bankruptcy Code, subject only to the
                     superpriority status of the obligations
                     under the DIP Facility and to the Carve-Out,
                     and (C) make payments to the Term Loan Agent
                     and Term Loan Lenders for reasonable
                     prepetition and postpetition professional
                     fees and expenses;

  Carve-Out.         "Carve-Out" means the DIP Facility Liens,
                     DIP Facility Superpriority Claim, the
                     Adequate Protection Liens and Claims held by
                     the Prepetition Lenders and is subject to
                     these amounts: (i) unpaid fees payable to
                     the United States Trustee and clerk of the
                     Bankruptcy Court, (ii) allowed professional
                     fees and expenses incurred by the Debtors
                     and any statutory committee appointed in the
                     Chapter 11 cases, incurred to the extent
                     consistent with the DIP Budget, but, unpaid,
                     prior to the delivery of a Carve-Out Notice,
                     (iii) Professional Fees incurred subsequent
                     to the delivery of the Carve-Out Notice to
                     the extent consistent with the DIP Budget in
                     an aggregate amount not in excess of
                     $2,000,000, and (iv) the approved
                     professional fees and expenses incurred by
                     any court appointed chapter 7 Trustee up to
                     an aggregate amount of $50,000.

                        About Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LEVEL 3 COMMUNICATIONS: Fairfax Discloses 10.3% Stake
-----------------------------------------------------
In a filing with the Securities and Exchange Commission, Fairfax
Financial Holdings Limited disclosed that it and its related
entities may be deemed to beneficially own shares of Level 3
Communications Inc.'s common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Fairfax Financial Holdings Limited     168,776,170     10.3%
V. Prem Watsa                          168,776,170     10.3%
1109519 Ontario Limited                168,776,170     10.3%
The Sixty Two Investment Co. Limited   168,776,170     10.3%
810679 Ontario Limited                 168,776,170     10.3%

Level 3 Communications stated that the number of shares of its
common stock outstanding as of Oct. 31, 2008, was 1,611,053,938.

A full-text copy of the Schedule 13G/A is available for free at
http://ResearchArchives.com/t/s?363e

                   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.


LEVEL 3 COMMUNICATIONS: Commences Offering of $400MM 15% Sr. Notes
------------------------------------------------------------------
Level 3 Communications, Inc., is offering to sell $400,000,000 of
aggregate principal amount of 15% convertible senior notes due
Jan. 15, 2013.

Level 3 estimates that the net proceeds from the offering will be
approximately $399 million.  In the event that the company do not
purchase any of the 2009 Notes pursuant to the offer for the
Tender Offer Notes, the obligation of one group of affiliated
investors to purchase notes in this offering will be reduced and
in that case the company estimates that the net proceeds from this
offering will be approximately $372.8 million.

The company intends to use the net proceeds from this offering and
cash on hand to fund its pending offers to purchase selected
series of its debt securities maturing in 2009 and 2010 pursuant
to the Tender Offers.  The remaining net proceeds, if any, will be
used to potentially repurchase, redeem or refinance existing
indebtedness from time to time, for acquisitions, to enhance
liquidity and for general corporate purposes, including working
capital and capital expenditures.

The closing of this offering is conditioned upon it accepting for
payment at least $177,270,500 aggregate principal amount of its
2010 Senior Notes and $240,833,000 aggregate principal amount of
our 2010 Subordinated Notes in the Tender Offers for the notes.
The securities purchase agreement into which investors are
entering on the date of this prospectus supplement contains other
customary closing conditions.

In addition, if the company does not accept for purchase any of
its 6% Convertible Subordinated Notes due 2009 pursuant to the
terms of the Offer for those notes, the obligation of one group of
affiliated investors to purchase notes in this offering will be
reduced and the aggregate principal amount of notes offered would
be $373,800,000.  Furthermore, if the offering of the notes has
not been consummated on or prior to Jan. 31, 2009, the company
must pay to the those investors who have agreed to deposit the
purchase price for their notes into escrow a termination fee equal
to $2,000,000 in the aggregate.

The Bank of New York Mellon, as trustee under the indenture, has
been appointed as paying agent, conversion agent, registrar and
custodian with regard to the notes.

A full-text copy of the offering prospectus is available for free
at http://ResearchArchives.com/t/s?3546

                   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 posted a net loss of $4 million on
$902 million in net revenues for the third quarter ended Sept. 30,
2008, compared with $23 million in net profit on $765 million of
net revenues for same period ended Sept. 30, 2007.

The company posted $19 million in net loss 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 the
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.


LEVEL 3 COMMUNICATIONS: Registers Sale of Debt Securities
---------------------------------------------------------
Level 3 Communications, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission the registration for
the sale of these securities:

   -- Debt Securities of Level 3 Communications, Inc.

   -- Debt Securities of Level 3 Financing, Inc.

   -- Preferred Stock, par value $.01 per share, of Level 3
      Communications, Inc.

   -- Warrants of Level 3 Communications, Inc.

   -- Stock Purchase Contracts and Stock Purchase Units of Level 3
      Communications, Inc.

   -- Subscription Rights of Level 3 Communications, Inc.

   -- Depositary Shares representing Preferred Stock of Level 3
      Communications, Inc.

   -- Common Stock, par value $.01 per share, of Level 3
      Communications, Inc.

   -- Guarantees of Debt Securities of Level 3 Financing, Inc. by
      Level 3 Communications, Inc. and Level 3 Communications,
      LLC

The net proceeds from the sale of the offered securities will be
used for working capital, capital expenditures, refinancing
existing indebtedness, acquisitions and other general corporate
purposes.

Wells Fargo Bank Minnesota, N.A., is the transfer agent and
registrar for the common stock.

A full-text copy of Form S-3 is available for free at
http://ResearchArchives.com/t/s?3545

                   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 loss on
$902 million of net revenues for the third quarter ended Sept. 30,
2008, compared with $23 million in net profit on $765 million of
net revenues for same period ended Sept. 30, 2007.

The company posted a net loss of $19 million on $2.58 billion of
net revenues for the nine months ended Sept. 30, 2008, compared
with a profit of $22 million on $2.1 billion of 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.


LEVEL 3 COMMUNICATIONS: Steelhead, et al., Disclose 5.2% Stake
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Steelhead Partners, LLC, and its related entities
disclosed that they may be deemed to beneficially own shares of
Level 3 Communications Inc.'s common stock, par value $.01 per
share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Steelhead Navigator Master, L.P.       80,815,944     5.0%
Steelhead Partners, LLC                84,258,007     5.2%
James Michael Johnston                 84,258,007     5.2%
Brian Katz Klein                       84,258,007     5.2%

Level 3 Communications stated that the number of shares of its
common stock outstanding as of Oct. 31, 2008, was 1,611,053,938.

Steelhead also disclosed that the common stock beneficially owned
by Steelhead are held by or for the benefit of certain investment
limited partnerships and other client accounts.

A full-text copy of the Schedule 13G filing is available for free
at http://ResearchArchives.com/t/s?363b

                   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.


LIBERTY MEDIA: S&P Puts 'BB+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Liberty
Media Corp., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.  The CreditWatch placement
is based on the company's plan to distribute a majority of its
Liberty Entertainment tracking stock assets to existing Liberty
Entertainment tracking stockholders through the split-off of a
newly formed subsidiary, Liberty Entertainment Inc.

"The CreditWatch listing highlights the risk and uncertainty
surrounding the company's future business strategy and capital
structure," noted Standard & Poor's credit analyst Andy Liu.

According to S&P: "The transaction would be effected as a pro rata
redemption of a portion of the outstanding shares of Liberty
Entertainment tracking stock in exchange for all of the newly
created shares of Liberty Entertainment Inc.  If the transaction
proceeds as planned, the transaction would remove significant
asset value from Liberty Media Corp., while leaving most of
Liberty Media's consolidated debt in place.

"We expect Liberty Entertainment Inc. to comprise a roughly 52%
economic interest in DIRECTV Group Inc., 50% of GSN LLC, 100% of
FUN Technologies, and 100% of Liberty Sports Holdings LLC.
Liberty Media's 52% interest in DIRECTV was valued at around $12.5
billion based on its closing stock price on Dec. 9, 2008. Liberty
Entertainment Inc. will be the obligor on approximately $2 billion
of debt incurred to acquire 78.3 million DIRECTV shares in April
2008.  The split-off is subject to an effective registration
statement, a tax-free ruling, and applicable shareholder
approvals.  Following the completion of the split-off, the
remaining Liberty Entertainment tracking stock will represent 100%
of Starz Entertainment, 37% of WildBlue Communications Inc., and
an undetermined amount of cash.  The $551 million of exchangeable
debt previously attributed to this tracking stock was attributed
to Liberty Interactive in November 2008.

"The split-off would eliminate crucial direct support that the
DIRECTV investment provided for holding company debt, leaving
recovery more dependent on the net asset value of subsidiaries. As
a result, we could revise the issue-level ratings on the holding
company debt to a level lower than the corporate credit rating.
The holding company debt is currently rated at the same level as
the corporate credit rating, based largely on Liberty Media's more
than $19.7 billion equity investment portfolio.  Pro forma for the
split-off, Liberty Media had $14 billion of debt and about $10
billion of cash and equity investments as of
Sept. 30, 2008.

"In resolving the CreditWatch listing, we will review management's
business and financial strategies.  If the transaction proceeds as
planned, we could potentially lower the corporate credit rating to
as low as 'BB-', based on the significant decrease in asset
value."


LINENS 'N THINGS: Files 2nd Amended Joint Plan & Disc. Statement
----------------------------------------------------------------
Linens 'n Things, Inc., and its affiliated debtors delivered to
the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement explaining their second amended joint Chapter
11 plan on December 15, 2008.

The Debtors filed their first amended plan on Nov. 21, 2008, to
facilitate the liquidation of their bankruptcy estates, the
distribution of their remaining assets to holders of allowed
claims, and to effectuate the global compromise, which is defined
as the establishment of the LNT Liquidating Trust and the sharing
of distributions from that trust between holders of allowed
senior notes claims and the general unsecured claims.

On December 5, the Debtors delivered to the Court a disclosure
statement explaining their First Amended Plan.

A hearing will be held before Judge Sontchi on January 16, 2009,
at 10:30 a.m., Eastern Time, to consider if the Second Amended
Disclosure Statement contains "adequate information" that would
help creditors make informed judgments about and vote on the
proposed plan.

                        Global Compromise

According to the Second Amended Plan, the Global Compromise
provides for:

  (a) the satisfaction of all Allowed Administrative, Priority
      Tax and Other Priority Claims from, at least in part, the
      collateral of the Senior Noteholders, including the Senior
      Noteholders' Plan Contribution Amount;

  (b) the funding of the Wind-Down Budget from proceeds of the
      Senior Noteholders' collateral;

  (c) the allowance of the Senior Notes Claims;

  (d) the establishment of the LNT Liquidating Trust and the
      sharing of the Distributions from the LNT Liquidating
      Trust between the holders of Allowed Senior Notes Claims
      and the holders of Allowed General Unsecured Claims as
      provided for in the Second Amended Plan;

  (e) the substantive consolidation of the Debtors' bankruptcy
      estates as provided in the Second Amended Plan;

  (f) the dismissal of the Official Committee of Unsecured
      Creditors' request, with prejudice, to assert claims
      against Bank of New York on behalf of the bankruptcy
      estates; and

  (g) the cancellation of all Intercompany Claims and the Equity
      Interests.

The Creditors Committee is also investigating, among other
things, whether the Debtors' equity holders, management, auditors
or legal counsel engaged in acts or omissions and breaches of
duty resulting in the failure of the Debtors.

As further consideration of the Global Compromise:

  -- all payments made prior to the Effective Date to
     professionals of the Senior Noteholders Committee pursuant
     to the Final DIP Order or otherwise will be deemed approved
     and indefeasibly made without need for further application
     or notice;

  -- all payments due and owing as of the Effective Date to
     professionals of the Senior Noteholders Committee,
     including all monthly advisory fees or transaction fees
     will be deemed approved without need for further
     application or notice, and paid by the Reorganized Debtors
     on the Effective Date; and

  -- all reasonable expenses incurred by former or present
     members of the Senior Noteholders Committee will be
     reimbursed by the Debtors or the Reorganized Debtors
     without need for further application or notice.

                     Limited Consolidation

According to the Second Amended Disclosure Statement, the Second
Amended Plan contemplates a very limited substantive
consolidation of the estates solely for purposes of efficiently
and effectively confirming and consummating the Second Amended
Plan.  The Debtors believe that the Second Amended Plan with its
contemplated consolidation is the best option currently available
for them and their creditors as a whole.  The Second Amended Plan
contemplates that each and every claim filed or to be filed in
the bankruptcy cases against any Debtor will be considered filed
against the consolidated Debtors, and will be considered one
claim against, and obligation of, the consolidated U.S. Debtors.

The proposed substantive consolidation will not affect any liens
or other security interests held by prepetition secured claim
holders.  Substantive consolidation, however, will not affect
transfers or commingling of any assets of any of the Debtors, and
all assets will continue to be owned by the respective
Reorganized Debtors.  Substantive consolidation also will not
affect the Debtors' legal and organizational structure or any
pre- and postpetition date guarantees, liens, and security
interests that are required to be maintained.

In the event the Court authorizes the Debtors to substantively
consolidate less than all of their estates, (i) the Second
Amended Plan will be treated as a separate plan of reorganization
for each Debtor not substantively consolidated, and (ii) the
Debtors will not be required to re-solicit votes with respect to
the Second Amended Plan.

In the event that the Court does not approve the proposed
consolidation, the Debtors reserve the right to request
confirmation and consummation of the Second Amended Plan (i) on a
deconsolidated basis, and (ii) if the Court approves the
substantive consolidation of some, but not all, of the Debtors.

If the Court were not to order substantive consolidation of some
or all of the Debtors, then except as specifically set forth in
the Second Amended Plan:

  (a) distributions under the Second Amended Plan on account of
      claims or equity interests would not be affected;

  (b) nothing in the Second Amended Plan or the Disclosure
      Statement would constitute or be deemed to constitute an
      admission that one of the Debtors is subject to or liable
      for any claim against any other Debtor with which it is
      not substantively consolidated;

  (c) claims against multiple Debtors that are not substantively
      consolidated would be treated as separate claims with
      respect to each Debtor's estate for all purposes,
      including distributions and voting, and those claims will
      be administered as provided in the Second Amended Plan;
      and

  (d) the Debtors would not be required to re-solicit votes with
      respect to the Second Amended Plan.

                        Claims Estimate

At the conclusion of the claims objection, reconciliation and
resolution process, the Debtors came up with estimates that are
approximate and are based on numerous assumptions.  They also
note that numerous claims have been asserted in unliquidated
amounts, and additional claims may be filed or identified during
the claims resolution process that may materially affect the
estimates.

The estimated aggregate claim amount and recovery are:

                                Projected     Estimated Total
Type  Class of Claim             Recovery        Claim Amount
----  -------------              --------        ------------
N/A   Allowed Admin. Claims        100%           $45,000,000

N/A   Allowed Priority Tax         100%            12,500,000
      Claims

N/A   Allowed Other                100%               100,000
      Priority Claims

1    Allowed Other Secured        100%             1,000,000
      Claims

2    Allowed Senior Notes      25% to 30%        669,000,000
      Claims

3    Allowed General               __%         1,100,000,000
      Unsecured Claims

4    Equity Interests              --                     --

5    Intercompany Claims           --                     --

Holders of Senior Note Claims -- the senior secured floating rate
notes aggregating $650,000,000 and due 2014, issued pursuant to
an indenture dated as of February 14, 2006, with The Bank of New
York, a collateral agent and trustee -- will receive cash
payments from proceeds from the sale of their collateral.

This is a sharp contrast to the Debtors' original plan that was
filed in August, which provides that the Senior Noteholders will
receive 100% of the new common stock of LNT.  The Senior Notes
partly financed the November 2005 acquisition of a group formed
by affiliates of Apollo Management, L.P., National Realty &
Development Corp., and Silver Point Capital Fund Investments,
LLC, of Linens 'n Things for an aggregate consideration of
approximately $1,300,000,000.

The Debtors, however, failed to obtain support from key
constituents, including trade creditors, and thus, failed to push
through with the Original Plan.

The Debtors did not provide recovery estimates for holders of
general unsecured claims, expected to aggregate $1,100,000,000.
Given the contingent and unliquidated nature of the Trust Claims,
the Debtors cannot project at this time the recovery under the
Amended Plan for Allowed General Unsecured Claims.

After the effective date of the Plan, the Reorganized Debtors
will continue to liquidate the Remaining Senior Noteholders'
Collateral and distribute the net proceeds to the holders of
Allowed Senior Notes Claims in accordance with the terms of the
Plan.

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

  http://bankrupt.com/misc/LNT_2ndAmendedPlan.pdf
  http://bankrupt.com/misc/2ndAmended_DisclosureStatement.pdf

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LINENS 'N THINGS: Names Buyers for 2 of 10 Closing Stores
---------------------------------------------------------
Linens 'n Things, Inc., and its affiliated debtors sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to sell certain leases with respect to two of
their 10 closing stores:

                                         Purchase
Store No.   Location                        Price     Purchaser
---------   ---------                       -----     ---------
   1183     Mill Creek Center          $1,000,000      Raymours
            150 Harmon Meadow Blvd.                   Furniture
            Secaucus, New Jersey                      Co., Inc.

    390     Gateway Plaza                 100,000     Patchogue
            499-01 Sunrise Highway                        Lease
            Patchogue, New York                 Acquisition LLC

The Debtors have asked authority to sell the Leases of their 10
closing stores pursuant to certain Court-approved bidding
procedures through an auction.  However, the Debtors determined
that conducting an auction would be unnecessary given the nature
of the bids received for the Leases.  Accordingly, the auction
was cancelled, and the Debtors filed with the Court bidding
results for the Leases.

A copy of the bidding procedures is available for free at:

http://bankrupt.com/misc/LNT_2ndLeaseSale_BiddingProcedures.pdf

The other eight closing stores with underlying Leases for sale,
and the Debtors' proposed cure amounts are:

    Store                                       Proposed
    Number     Location                      Cure Amount
    ------     --------                      -----------
      234      Weslayan Plaza                    $61,406
               3902 Bissonet Street
               Houston, Texas

      308      Riverhead Station                  54,569
               1440 Old Country Rd Ste 300
               Riverhead, New York

      382      Carle Place                        58,300
               175 Old Country Road
               Carle Place, New York

      382      Carle Place                        26,014
               175 Old Country Road
               Carle Place, New York

      393      Northpoint Market                 103,830
               6200 Northpoint Parkway
               Alpharetta, Georgia

      401      Arapahoe Marketplace              232,153
               8527 East Arapahoe Road
               Greenwood Village, Colorado

      421      Springfield                        77,867
               350 Route 22 West
               Springfield, New Jersey

      468      The Courtyard                     117,824
               at Carmel Mt. Ranch
               11160 Rancho Carmel Dr Unit 100
               San Diego, California

      483      Totowa Square                     143,330
               465 Route 46 West
               Totowa, New Jersey

Except for Store No. 401, so far, no bids were received for rest
of the eight Leases according to a notice of bidding results
submitted by the Debtors.

                          Objections

Prior to the approval of the sale of the two Leases, several
parties and landlords filed separate objections and joinders
telling the Court that any sale of the Leases must not compromise
the rights of the landlords and Debtors' neighboring tenants, and
must satisfy all the requirements of Bankruptcy Code.

The objecting parties, which also asserted that the cure amounts
are incorrect, among other contentions, are:

  -- Basser-Kaufman, Inc.;
  -- Courtyard Holdings, LP;
  -- Cousins Properties Incorporated;
  -- Erdners Busy Corner Warehouse, Inc.;
  -- FW TX-Weslyan Plaza L.P.;
  -- Midwest Holding Corp. #7, LLC; and
  -- Parkway Pointe Retail Corp.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LINENS 'N THINGS: Landlords Oppose Cure Amounts for Sold Leases
---------------------------------------------------------------
Linens 'n Things, Inc., and its affiliated debtors are facing
objections from a number of landlords, lessors and other
entities with respect to the proposed cure amounts with respect
to the remaining leases that the Debtors proposed to sell.  The
objecting parties asserted that the Debtors owe them much more
than those listed in the schedule of cure amounts, among other
reasons.

The objecting parties are:

  -- 1950 Congress Ave. LLC;
  -- 3200 Mall Loop Drive, L.L.C.;
  -- 8650 Villa La Jolla, Inc.;
  -- AEW Capital Management, L.P., et al.;
  -- AmREIT MacArthur Park, LP;
  -- Austin Shops, L.L.C.;
  -- Benderson Development Company, Inc.;
  -- Camino Realty Limited Liability Company;
  -- Carex Realty Trust;
  -- Cary Crossroads, LLC;
  -- Castleton Shopping Center, Ltd. Limited Partnership;
  -- CBL & Associates Management
  -- Centro Properties Group and Kimco Realty Corp., et al,;
  -- Charles River Bellingham LLC, et sl.;
  -- CREA PPC Longbeach Towne Center PO LLC;
  -- Delaware East Associates, L.P.;
  -- Developers Diversified Realty Corp.;
  -- Donahue Schriber Realty Group, L.P.;
  -- Downtown Woodinville, LLC;
  -- Flemington Retail, LLC;
  -- Forum Holdings, LLC;
  -- Forum Lone Star L.P.;
  -- G&S Livingston Realty, Inc.;
  -- Gateway Center IV, L.C.;
  -- General Growth Properties, Inc.;
  -- Hagan Development Company;
  -- Harsch Investment Corp.;
  -- Hudson Valley NewCo, LLC;
  -- Inland American Retail Management, LLC, et al.;
  -- Inland Commercial Property Management, Inc.;
  -- MAH-Cottonwood, LLC;
  -- Mid-America Asset Management, Inc.;
  -- MLK Beltway, LLC;
  -- New Vornado/Saddlebrook LLC;
  -- Noro-Broadview Holding Company, B.V.;
  -- OCW Retail - Dedham, LLC;
  -- Oxford Valley Road Associates;
  -- Pacific Promenade LLC
  -- Pan Am Equities, Inc.;
  -- Parkday Eldorado Plaza, LP;
  -- Philips International Holding Company;
  -- Phillips Cropsey;
  -- Post Road Development Equity LLC;
  -- Preston Park Partners;
  -- PS Weymouth, LLC;
  -- PVPW Corporation, BIS Corp., and Smith Farm Florida, LLC;
  -- Realty Income Corporation;
  -- SeaTac Village Shopping Center, LLC;
  -- Silverlake Sorrento East, LLC;
  -- Simon Property Group, Inc.;
  -- Tauton Depot Lot B, LLC;
  -- The Pensacola Airport LLC;
  -- The Point at Clark Street, LLC;
  -- The Taubman Landlords;
  -- Town Square Shopping Center LLC;
  -- Two Walkers Brook Crossing, LLC;
  -- Vestar Sundance Towne Center, L.L.C.;
  -- Vestar TM-OPCO, L.L.C.;
  -- W2001 VHE Realty, L.L.C. - Archon Group, L.P.;
  -- Weingarten Realty Investors; and
  -- Woodmont Company.

                      List of Leases

To maximize the value of the Debtors' remaining leasehold
interests, they seek to establish auction procedures with respect
to certain of their unexpired nonresidential leasehold interests,
which locations and proposed cure amounts include:

    Store                                       Proposed
    Number     Location                      Cure Amount
    ------     --------                      -----------
      120      Waco                          $13,187,750
               4809 W. Waco Drive
               Waco, Texas

      534      Friendship Centre                 620,904
               5333 Wisconsin Ave. N.W.
               Washington, DC

      399      Chicago                           425,196
               3131 Clark Street
               Chicago, Illinois

      520      Elmwood Village                   389,275
               5151 Citrus Boulevard
               Harahan, Louisiana

     1194      Shops at Midtown Miami            356,466
               3401 North Miami Avenue
               Miami, Florida

      680      Firewheel Town Center             305,160
               180 Cedar Sage Drive
               Garland, Texas

      588      Cooper Point Road
               1200 S.W. Cooper Point Road       258,907
               Olympia, Washington

      631      Centre at Preston Ridge           247,458
               3333 Preston Rd. Suite 700
               Frisco, Texas

A copy of the complete list of the Leases' store locations and
cure amounts proposed by LNT is available for free at:

     http://bankrupt.com/misc/LNT_3rdSale_CureAmounts.pdf

                       Bidding Results

The Debtors notified the Court and parties-in-interest of the
bidding results at the auction held December 4, 2008.  A copy of
the bidding results can be obtained for free at:

    http://bankrupt.com/misc/LNT_3rdSale_BiddingResults.pdf

Pursuant to the bidding procedures, a sale hearing was commenced
on December 15, 2008, at 10:00 a.m., to consider the lease
assignments or lease termination agreements agreed to as a result
of the auction.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


MARK IV INDUSTRIES: S&P Puts 'B-' Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'B-' corporate
credit rating and related issue-level ratings on Mark IV
Industries Inc. on CreditWatch with negative implications.
According to S&P: "The CreditWatch placement reflects
deteriorating auto production in Europe and persistent low demand
in North America, which we expect to weaken Mark IV's financial
results and potentially stretch the company's liquidity."

"Mark IV, an Amherst, N.Y.-based supplier of automotive, heavy-
duty truck, and other transportation equipment, has total debt of
about $1.3 billion after Standard & Poor's adjustments for
pensions and other postretirement benefits, operating leases, and
trade receivables sold.

"Only 5% of Mark IV's sales are to the U.S. operations of the
Michigan-based automakers, making the company less exposed to a
bankruptcy by one of these companies than the 15 other suppliers
we placed on CreditWatch on Nov. 14, 2008," said Standard & Poor's
credit analyst Gregg Lemos Stein.  "However, Mark IV derives a
significant percentage of its revenues from automakers in Europe,
where production volumes have declined precipitously in recent
months and are likely remain weak at least through early 2009," he
continued.  Revenues from aftermarket products are less volatile,
but we do not expect much improvement in profitability, given the
problems in the global economy.

"In its fiscal first half, ended Aug. 31, 2008, Mark IV reported
negative free cash flow from operations.  Seasonal working-capital
needs tend to be highest at the end of the fiscal first half,
which typically leads to improved cash flow in the second half.
However, we expect this pattern to be altered this year because of
sharply lower auto production.

"We will focus our review on Mark IV's ability to maintain
adequate liquidity in light of the difficult operating conditions
in Europe and North America.  We expect to resolve the CreditWatch
in the next 60 days."


MECACHROME: Moody's Probability of Default Rating Tumbles to D
--------------------------------------------------------------
Moody's Investors Service downgraded Mecachrome International
Inc.'s Probability of Default rating (PDR) to D from Ca.  All
other ratings for Mecachrome were affirmed, including its
Corporate Family rating (CFR) at Ca, and associated debt ratings.
The downgrade follows Mecachrome's announcement that it had
obtained Court protection under the Companies' Creditor
Arrangement Act of Canada, while its French subsidiaries had
obtained similar protection in France.  In light of the company's
filing for protection from creditors, Moody's will subsequently
withdraw all of Mecachrome's ratings.

Downgrades:

   -- Probability of Default Rating, Downgraded to D from Ca

Affirmations:

   -- Corporate Family Rating at Ca

   -- Senior Secured Rating at B3 (LGD1, 2%)

   -- Senior Subordinate Rating at Ca (LGD4, 54%)

   -- Speculative Grade Liquidity Rating at SGL-4

Outlook Actions:

   -- Changed to Stable from Negative

The downgrade of the PDR to D reflects the Company's filing for
bankruptcy protection, which Moody's classifies as a "default"
event, consistent with the "D" Probability of Default rating.  The
CFR and ratings for individual debt instruments are based on
application of Moody's Loss Given Default framework utilizing an
expected 50% family recovery rate.

Moody's last rating action on Mecachrome was on November 18, 2008,
when it lowered the company's CFR and PDR to Ca from Caa3 when the
company announce it would not make the scheduled interest payment
on its 9% senior subordinated notes.

The principal methodology used in rating Mecachrome was that for
Moody's Global Aerospace/ Defense Industry (January 2007), which
can be found at http://www.moodys.comin the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Credit Policy & Methodologies directory.

Mecachrome International Inc., headquartered in Montreal Canada,
is a leading designer, manufacturer and assembler of precision-
engineered industrial components and systems, including aircraft
engine components and structural components, and motor racing
engines.  The company operates in both North America and Europe.


MERRILL LYNCH: S&P Ups 2000-BMCC & 2002-BC2P Certs. Ratings to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Merrill
Lynch Financial Assets Inc.'s BMCC corporate centre pass-through
certificates series 2000-BMCC and commercial mortgage pass-through
certificates series 2002-BC2P to 'BB+' from 'BB-'.  "At the same
time, we revised the CreditWatch implications to positive from
developing," S&P said.

The actions follow the Dec. 15, 2008, raising of Bell Canada's
corporate credit rating to 'BB+' and the revision of the
CreditWatch implications on the corporate credit rating to
positive.

The mortgage loans backing these transactions are secured by
buildings that are 100% leased to Bell Canada.


METROMEDIA FIBER: Settlement Reached on Metromedia Litigation
-------------------------------------------------------------
The U.S. District Court for the Southern District of New York will
hold a hearing on Feb. 27, 2009, to consider approval of the
proposed settlement by lead plaintiffs Techgains Corporation and
Metromedia Plaintiffs Group against the defendants in their class
lawsuit.

Lead Plaintiffs have agreed to settle with defendants Citigroup
Inc., Citicorp USA, Inc., as successor in interest to Salomon
Smith Barney, Inc. (SSB), and Jack B. Grubman, a
telecommunications research analyst at SSB who was responsible for
issuing research analyst reports on companies operating in the
telecommunications sector, including Metromedian Fiber Network
Inc. (MFN).

Pursuant to the proposed settlement, Defendants will deposit the
sum of $35,000,000 in cash, plus interest, into a settlement fund
in exchange for a release of claims against them.  Attorneys' fees
and reimbursement of expenses, notification costs, and claims
administration costs will be deducted from the Settlement Fund.
The Settlement Fund minus these fees, costs, expenses and awards
will be distributed to the Class.

At the hearing, the Court will also consider (1) whether to
dismiss all claims in the litigation against the Defendants with
prejudice, (2) a plan of allocation to distribute the Settlement
proceeds, (3) a request by plaintiffs' counsel for attorneys' fees
up to 33 1/3% of the settlement fund and reimbursement of expenses
in an amount not to exceed $1,300,000 and (4) any other matters
that may properly be brought before the Court in connection with
the proposed settlement.

Those who purchased or otherwise acquired MFN Securities at any
time from Nov. 25, 1997, through July 25, 2001, may be entitled to
share in the distribution of the settlement fund by submitting a
proof of claim no later than March 2, 2009.  They may also have
the right to exclude themselves from the proposed settlement or
object to the proposed settlement at the hearing, in accordance
with the procedures described in more detail at a notice that has
been mailed to members of the Settlement Class.

Members of the Settlement Class who do not exclude themselves by
Jan. 15, 2009, or do not submit a proper proof of claim by
March 2, 2009, will not share in the settlement fund but will be
bound by the Final Order and Judgment of the Court.

                         The Class Action

On Oct. 7, 2002, following an extensive investigation, Lead
Plaintiffs filed a complaint, asserting securities fraud claims
against the Defendants under Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 on behalf of a class of all
persons or entities who purchased shares of MFN securities during
the period from Nov. 25, 1997, through July 25, 2001.

Lead Plaintiffs asserted that the Defendants caused the price of
MFN Securities to be wholly inflated during the Settlement Class
Period by issuing materially false statements and by omitting
material information, and that Lead Plaintiffs and Settlement
Class Members were injured by this misconduct.

On Oct. 15, 2003, Lead Plaintiffs filed an amended Class Action
Complaint.

Headquartered in White Plains, New York, Metromedia Fiber Network,
Inc., provides fiber optic infrastructure, high-bandwidth internet
connectivity and managed internet infrastructure services.  The
company and most of its domestic subsidiaries filed for Chapter 11
protection on May 20, 2002 (Bankr. S.D.N.Y. Case Lead Case No.
02-22736).  Lawrence C. Gottlieb, Esq., at Kronish Lieb Weiner &
Hellman, LLP represents the Reorganized Debtors.  When Metromedia
filed for protection from its creditors, it listed $7,024,208,000
in total assets and $4,262,000,000 in total debts.  Metromedia
Fiber emerged from Chapter 11 on Sept. 8, 2003, and changed its
name to AboveNet, Inc.


MGM MIRAGE: Moody's Says Ratings Unaffected by Asset Sale Pact
--------------------------------------------------------------
Moody's Investors Service commented that MGM MIRAGE's announcement
that it entered into an agreement to sell its Treasure Island
Hotel & Casino to Ruffin Acquisition, LLC, for $775 million would
have no immediate impact on the company's ratings.  MGM has a Ba3
corporate family rating.  The company's ratings remain on review
for a possible downgrade.

Although the sale of Treasure Island would help improve MGM's
liquidity profile, the second phase of the $3.0 billion financing
for City Center is not yet complete; MGM has closed on
$1.8 billion of the $3.0 billion target.  The need to complete
this financing leaves MGM vulnerable to the depressed Las Vegas
lodging and gaming environment.  The review for possible downgrade
considers this vulnerability in addition to the completion and
ramp-up challenges faced by the City Center project, particularly
given the unfavorable macro-economic environment.

In addition to the positive impact on MGM's liquidity from the
sale of Treasure Island, Moody's review will focus on MGM's
continuing efforts to shore up its liquidity profile as well as
its ability to maintain a credit profile and financial flexibility
appropriate for a Ba3 corporate family rating.

The $775 million purchase price for Treasure Island will be paid
for with $500 million in cash along with a $275 million 10%
secured note, with $100 million due no later than 175 days from
closing and $175 million due no later than 24 months from closing.
The sale is expected to close in the second quarter of 2009.

Moody's prior rating action related to MGM occurred on
October 29, 2008, when the company's ratings were lowered and
placed on review for further possible downgrade in response to
rising leverage, weak earnings expectations, and the risk
associated with the financing, completion, and ramp-up of its 50%
owned City Center project.

The principal methodology used in rating MGM MIRAGE was the Global
Gaming rating methodology, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.

MGM MIRAGE owns and operates 17 properties located in Nevada,
Mississippi and Michigan, and has investments in three other
properties in Nevada, New Jersey and Illinois.  MGM MIRAGE has a
50% interest in CityCenter Holdings, Inc., a mixed-use project on
the Las Vegas Strip and a 50% interest in MGM Grand Macau, a
hotel-casino resort in Macau S.A.R.


MORGAN STANLEY: S&P Corrects Rating on 3-A-1 Sr. Certificate Class
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on the 3-
A-1 senior certificate class issued by Morgan Stanley Mortgage
Loan Trust 2007-13, which it incorrectly lowered to 'B' from 'AAA'
on Nov. 5, 2008.

S&P relates: "When we lowered our rating on this class as part of
a larger review of residential mortgage-backed transactions backed
by Alternative-A loan collateral, we used incorrect performance
data, which resulted in the Nov. 5, 2008, downgrade (For more
information on that review, see "1,078 Ratings Lowered, 578
Affirmed On 89 2006/2007 U.S. Alt-A RMBS Deals; Off Watch Neg,"
published Nov. 5, 2008).

"The transaction is collateralized by seven pools of Alt-A
residential mortgage loans.  The seven loan pools in this
transaction are divided into two structure groups. Pools 1 through
4 are cross-collateralized and constitute structure group 1, which
backs certain senior and subordinate certificate classes,
including the 3-A-1 senior certificate class.  Pools 5 through 7
are cross-collateralized and constitute structure group 2, which
backs certain other senior and subordinate certificate classes.
When we analyzed class 3-A-1 in connection with our Nov. 5, 2008
rating actions, we incorrectly used performance data of structure
group 2 instead of structure group 1.  The reinstated 'AAA' rating
reflects our analysis of the appropriate performance data."

   RATING REVISED

   Morgan Stanley Mortgage Loan Trust 2007-13

                          Rating
   Class   CUSIP       To        From
   -----   -----       --        ----
   3-A-1   61756HAK6   AAA       B


MXENERGY HOLDINGS: Launches Tender Offer to Buy All Notes Due 2011
------------------------------------------------------------------
MxEnergy Holdings Inc. intends to commence Monday a cash tender
offer to purchase any and all of its outstanding Floating Rate
Senior Notes due 2011.

In conjunction with the tender offer, the company is soliciting
consents from holders of the Notes to effect certain proposed
amendments to the indenture governing such Notes.  The tender
offer and consent solicitation will be made pursuant to an Offer
to Purchase and Consent Solicitation Statement, dated as of
Dec. 15, 2008, and a Letter of Transmittal and Consent, dated as
of Dec. 15, 2008.

The tender offer will expire at midnight, New York City time, on
Jan. 13, 2009, unless extended or earlier terminated.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
Dec. 29, 2008, unless extended.

The total consideration to be paid for Notes that are validly
tendered and not validly withdrawn on or prior to the Consent
Deadline will be equal to $500 for each $1,000 in principal amount
of Notes, plus accrued and unpaid interest on such principal
amount of Notes to, but not including, the settlement date.  The
total consideration set forth above includes a consent payment of
$50 for each $1,000 in principal amount of the Notes to holders
who validly tender their Notes and provide their consents to the
proposed amendments to the indenture governing the Notes prior to
the Consent Deadline.

Holders of Notes tendered after the Consent Deadline will not
receive a consent payment.  Notes tendered on or prior to the
Consent Deadline may be validly withdrawn and the related consents
may be revoked at any time on or prior to the Consent Deadline.

Tendered Notes and delivered consents may not be validly withdrawn
or validly revoked after the Consent Deadline except under certain
limited circumstances.

Among other things, the proposed amendments to the indenture
governing the Notes would:

   i) eliminate substantially all of the restrictive covenants in
      the indenture;

  ii) eliminate certain events of default in the indenture; and

iii) amend certain other provisions contained in the indenture.

Adoption of the proposed amendments requires the consent of the
holders of at least a majority of the aggregate principal amount
of the Notes.  Holders may not deliver consents to the proposed
amendments without validly tendering their Notes in the tender
offer, and holders may not revoke their consents to the proposed
amendments without withdrawing their previously tendered Notes
from the tender offer.

On Nov. 17, 2008, certain subsidiaries of the Company, as
borrowers, entered into:

   i) a Third Amended and Restated Credit Agreement with the
      company and certain of its other subsidiaries, as
      guarantors, the lenders party thereto and Societe Generale,
      as administrative agent; and

  ii) an amendment to that certain Master Transaction Agreement
      dated as of Aug. 1, 2006, with the company and certain of
      its other subsidiaries, as guarantors, and Societe Generale.

Under the terms of the Amended Revolving Credit Agreement and the
Amended Master Transaction Agreement, the Company is required to
consummate a "liquidity event" no later than May 31, 2009.  A
liquidity event includes one or more of these:

   i) the repayment in full of all of the obligations under the
      Amended Revolving Credit Agreement and the termination of
      the revolving commitments thereunder; or

  ii) an equity contribution to the company in an amount no less
      than $75 million, in each case on terms and conditions
      satisfactory to Societe Generale and the majority lenders at
      their sole discretion.

In addition, the occurrence of certain "trigger events" related to
the company's obligation to consummate a liquidity event
constitute events of default under the Amended Revolving Credit
Agreement and the Amended Master Transaction Agreement.  To avoid
the occurrence of a trigger event, the company must:

   -- retain an investment bank by December 15, 2008 to facilitate
      a liquidity event;

   -- finalize a plan for a proposed liquidity event by Dec.
      31, 2008;

   -- enter into an executed, non-binding letter of intent for a
      liquidity event by Feb. 15, 2009;

   -- execute a contract for a liquidity event by March 31, 2009;
      and

   -- consummate a liquidity event by May 31, 2009.

The company has engaged Morgan Stanley & Co. Inc. and Greenhill
Capital to facilitate a liquidity event.  The Company, together
with such advisors, is pursuing several alternatives for achieving
a liquidity event on or before May 31, 2009 including engaging in
discussions with:

   i) parties regarding the acquisition of all or a majority of
      all of the stock of the company;

  ii) financing sources regarding a refinancing of the Amended
      Revolving Credit Agreement and the Amended Master
      Transaction Agreement; and

iii) investors regarding a significant equity investment in the
      Company.

At present, the company has engaged in discussions with various
third parties regarding a potential sale of the Company in an
Acquisition Transaction, raising additional equity capital and
refinancing the Amended Revolving Credit Agreement and the Amended
Master Transaction Agreement.  At this time, the company is unable
to predict which, if any, of these alternatives can be achieved.

The company said it does not expect to enter into any definitive
documentation with respect to a liquidity event until after the
Consent Deadline.  In determining whether it is in the best
interests of the company's stockholders for the Company to enter
into definitive documentation with respect to an Acquisition
Transaction, the Board of Directors of the Company will consider a
number of factors, including without limitation, the outcome of
the Offer and the Solicitation.  Given prevailing market
conditions, no assurance can be made that any efforts to achieve a
liquidity event will be successful.

Failure to achieve a liquidity event would result in an event of
default under the Amended Revolving Credit Agreement and the
Amended Master Transaction Agreement and the lenders and
counterparties, as applicable, would be permitted to accelerate
the amounts outstanding thereunder and exercise the rights and
remedies available to them.

The tender offer is subject to several conditions, including,
among other things:

   -- the consummation of an Acquisition Transaction;

   -- a minimum tender condition;

   -- MXenergy's receipt, on or prior to the Consent Deadline, of
      the appropriate waivers from the lenders and hedge provider,
      as applicable, under the Amended Revolving Credit Agreement
      and the Amended Master Transaction Agreement enabling
      MXenergy to consummate the tender offer;

   -- the receipt of requisite consents and execution of a
      supplemental indenture; and

   -- MXenergy's receipt of proceeds from an Acquisition
      Transaction or one or more financing transactions that are
      sufficient to pay the total consideration for the Notes
      accepted in the tender offer and all related costs and
      expenses of the tender offer and the consent solicitation.

The company may amend, extend or terminate the tender offer and
consent solicitation in its sole discretion.  The tender offer may
not be extended beyond May 31, 2009.

                   About MxEnergy Holdings Inc.

Headquartered in Connecticut, MxEnergy Holdings Inc. --
http://www.mxholdings.com/-- is a retail natural gas supplier
serving more than 500,000 customers in 30 utility territories in
the United States and Canada.  Founded in 1999 to provide natural
gas and electricity to consumers in deregulated energy markets,
Mxenergy helps residential customers and business owners control
their energy bills by providing both fixed and variable rate
plans.

                            *    *    *

According to the Troubled Company Reporter on Nov. 24, 2008,
Standard & Poor's Ratings Services indicated that MXEnergy
Holdings Inc.'s (CCC+/Watch Neg/--) disclosure concerning the
execution of certain amendments to its credit agreement are
already incorporated into the company's 'CCC+' corporate credit
rating and would not immediately affect ratings at this time.  The
disclosed amendments provide for reductions in borrowing capacity
at set milestone dates as the winter heating season progresses.
Available borrowing capacity will decline to a maximum of
$125 million at maturity on July 31, 2009.  The amendments allow
the company to continue to hedge its commodity exposure through
the upcoming winter heating season, and are needed to preserve
short-term liquidity given the recent decline in natural gas
prices, which has resulted in a reduction to the company's
borrowing base.


NATIONAL BEEF PACKING: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on National
Beef Packing Co. LLC to stable from negative.  "At the same time,
we affirmed the 'B+' corporate credit rating and other ratings on
the company.  Kansas City, Mo.-based National Beef had about
$410.4 million of debt (including capitalized operating leases) as
of Aug. 30, 2008," S&P said.

"The outlook revision reflects the improvement in operating
performance due to favorable industry conditions including a 20%
increase in exports and the related improvement in credit
protection measures.

"Operating results for the fourth quarter and fiscal year ended
Aug. 30, 2008, improved due to an extra week in the quarter,
higher average sales price per head, higher cattle weight, and
improved demand.  These factors were more than sufficient to
offset the decline in volume of cattle processed per week and the
continued high cost of live cattle.  However, because of the
higher input costs in the cow-calf sector early in calendar 2008,
liquidation of the beef cow herd was active in the first six
months and will likely result in a smaller beef herd in the
future, with higher prices for both beef and cattle.  Given the
weak U.S. and global economies, consumers may be unable and/or
unwilling to pay higher prices for beef in the near term, which
could pressure  National Beef's EBITDA margins and operating
results in fiscal 2009.

"National Beef's debt leverage has moderated for this capital-
intensive and relatively low-margin industry.  However, there can
be significant swings in EBITDA from quarter to quarter and year
over year.  We expect National Beef to maintain a moderate
financial risk profile to offset pricing volatility and very thin
beef margins."


NEIMAN MARCUS: Moody's Cuts Senior Unsecured Debt Rating to B3
--------------------------------------------------------------
Moody's Investors Service changed Neiman Marcus Group Inc.'s
(Neiman) rating outlook to negative from stable and downgraded its
senior unsecured debt to B3 from B2.  All of the company's other
ratings -- including its B1 corporate family rating -- were
affirmed.  This action follows the company's announcement of
significantly weaker operating performance for its first fiscal
quarter ended November 1, 2008.

The negative outlook considers the recent downward trend of
comparable store sales, earnings, and cash flow, increasing
leverage, and the very challenging retail environment in which the
company operates. Debt to EBITDA is 5.3 times and free cash flow
to net debt is 1.1 percent.  According to Ed Henderson, Moody's
Vice President and Senior Analyst, "This change in outlook
reflects Moody's concern with the increasingly negative view of
consumer spending during the important upcoming holiday season and
beyond.  This will put further pressure on Neiman's credit
metrics".

The downgrade of the senior unsecured term loan results from
Moody's reconsideration of certain deficiency claim assumptions in
accordance with Moody's Loss Given Default Methodology.

Neiman's other ratings -- including its B1 corporate family rating
-- were affirmed reflecting Moody's view that the credit metrics,
while weakening, currently remain acceptable for the ratings.
Neiman's B1 corporate family rating reflects its weak credit
metrics, relatively small size, high business risk due to the
fashion content of its merchandise, and high degree of seasonality
of cash flow.

This rating was downgraded:

   * Senior unsecured debt to B3 (LGD 5, 78%) from B2 (LGD 4,
     67%)

These ratings are affirmed and LGD point estimates adjusted:

   * Corporate family rating at B1

   * Senior secured bank facility at Ba3 (LGD 3, 38%)

   * Senior secured term loan at Ba3 (LGD 3, 38%)

   * Senior subordinated debt at B3 (LGD 6, 93%)

   * Speculative Grade Liquidity Rating at SGL-2

The rating outlook is negative.

The last rating action on Neiman Marcus was a confirmation of the
corporate family rating at B1 on February 3, 2006.

Neiman Marcus Group, Inc., headquartered in Dallas, TX, operates
40 Neiman Marcus stores, 2 Bergdorf Goodman stores, and 21
clearance centers.  The company also operates both print and
online retail businesses. Revenues for the twelve months ended
November 1, 2008 exceeded $4.4 5 billion.


NEUMANN HOMES: Creditors Committee Sues Former CEO
--------------------------------------------------
The official committee of unsecured creditors of Neumann Homes
Inc. has sued before the U.S. Bankruptcy Court for the Northern
District of Illinois (Chicago) the company's former chief
executive officer and his wife for allegedly receiving more than
$20 million in tax refunds.

According to the Creditors Committee, Kenneth and Jean Neumann
received the refunds of tax payments that were made by and are the
rightful property of Neumann Homes and its units.

Gregory Otsuka, Esq., at Paul Hastings Janofsky & Walker in
Chicago, Illinois, said that Mr. Neumann appropriated the property
for his personal benefit "in the form of the election of
Subchapter C instead of Subchapter S corporate status and the
election to carry back instead of carry forward" the net operating
losses of Neumann Homes and its units.

From Jan. 1, 1991 to Sept. 17, 2007, Neumann Homes was structured
as a Subchapter S corporation, during which Mr. Neumann was the
sole voting shareholder.  As a Subchapter S corporation, tax
liability for Neumann Homes ' taxable income passed through to
shareholders.

On Sept. 21, 2007, however, Mr. Neumann caused the bankrupt
company to revoke its status as a Subchapter S corporation and
become a Subchapter C corporation, which made the company
responsible for paying its own federal income taxes.

"[Mr.] Neumann took this step for his personal financial benefit,
not for any business purpose in the interest of Neumann Homes,"
Mr. Otsuka said.

Mr. Otsuka said that Mr. Neumann allegedly directed the bankrupt
company to make payments for his federal and state income taxes as
well as those of his wife, to fund his tax liabilities
attributable to Neumann Homes' income.  These and other
distributions from Neumann Homes left the company inadequately
capitalized, Mr. Otsuka asserted.

Under the Internal Revenue Code, net operating losses can be
carried back to the two prior operating years or carried forward
to offset the earnings of future years.  Once such an election is
made, it is irrevocable for that tax year.  According to Mr.
Otsuka, having caused Neumann Homes to convert to a Subchapter C
corporation prior to its bankruptcy filing, Mr. Neumann took the
position that he had the sole discretion to make the election and
did so without allegedly consulting Neumann Homes or considering
the best interests of the bankrupt company.

Even though Neumann Homes paid the 2004 and 2005 taxes in the
first instance on Mr. Neumann 's behalf, the tax refunds for tax
years 2004 and 2005 either have been or will be issued to Mr.
Neumann and his wife personally and are no longer available to the
bankrupt company by virtue of his appropriation of the right to
make the carry-back or carry-forward election as well as by means
of his conversion of Neumann Homes to a Subchapter C corporation,
Mr. Otsuka said.

Mr. Neumann and his wife allegedly have received a substantial,
multi-million dollar tax refund for 2004 and a substantial multi-
million dollar tax refund for 2005 will be forthcoming at any
time, according to Mr. Otsuka.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company has built more than 11,000 homes in some
150 residential communities.  The company offers formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


NEW YORK MORTGAGE: Moody's Junks Ratings on Two Classes of Certs.
-----------------------------------------------------------------
Moody's Investors Service has downgraded 9 tranches from one jumbo
transaction issued by New York Mortgage Trust in 2006.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate prime Jumbo mortgage loans.  The
actions are triggered by higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to currently available credit enhancement levels.  The
actions listed below reflect Moody's revised expected losses on
the Jumbo sector announced in a press release on September 18, and
are part of Moody's on-going review process.

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

Complete rating actions are:

Issuer: New York Mortgage Trust 2006-1

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

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

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

   -- Cl. 2-A-3 Certificate, Downgraded to Aa2, previously on
      10/6/08 Aaa Placed Under Review for Possible Downgrade

   -- Cl. 2-A-4 Certificate, Downgraded to A3, previously on
      10/6/08 Aa1 Placed Under Review for Possible Downgrade

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

   -- Cl. B-1 Certificate, Downgraded to B1, previously on
      10/6/08 Aa2 Placed Under Review for Possible Downgrade

   -- Cl. B-2 Certificate, Downgraded to Caa2, previously on
      10/6/08 A2 Placed Under Review for Possible Downgrade

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

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process. First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.  On the other hand, a
deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than our
current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.


NEWPORT TELEVISION: Moody's Lowers CFR to Caa2; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Newport Television Holdings
LLC's Corporate Family Rating and Probability-of-Default Rating
each to Caa2 from B2. In addition, Moody's downgraded its senior
discount notes to Ca from Caa1 and Newport Television LLC's
secured credit facility to B3 from Ba3. Moody's also downgraded
Newport Television LLC's senior PIK toggle notes to Caa3 from Caa1
and High Plains Broadcasting Operating Company LLC's $100 million
credit facility to B3 from Ba3. The rating outlook is negative.

The rating downgrades and negative outlook reflect Moody's
expectation that further contraction in the US economy in 2009 due
to depressed consumer confidence, a slowdown in consumer spending,
and the resulting adverse impact on corporate profits, along with
the expectation of cutbacks in advertising and marketing budgets
by major industries and smaller businesses that advertise heavily
on local television stations will create increasing pressure on
Newport's revenue and cash flow. As a result, Moody's expects the
company's credit metrics, including debt-to-EBITDA leverage, will
likely be materially negatively impacted. Additionally, Moody's
believes that given the current economic environment and our
expectation that weakness will persist and worsen through 2009 --
with Moody's estimates for a 15% to 20% decline in US broadcasting
advertising revenues in 2009 -- the company will be extremely
challenged in its ability to comply with its secured leverage
covenant, especially when it steps-down in the fourth quarter of
2009, thus constraining liquidity. Moody's also believes that if a
waiver or amendment under the credit facility were attained,
increased pricing would likely result, thereby further stressing
Newport's cash flow. The new ratings also consider the extremely
high leverage levels that are likely under Moody's expected 2009
scenario, with total leverage (incorporating Moody's standard
adjustments) well into double digit levels, and the potential for
higher than average loss given default if the company were to fail
before there is an economic recovery. Partially mitigating the
impact will be the realization of approximately $17 million of
cost savings by the end of the first half of 2009, as well as
potential upside from increased retransmission compensation and
additional annual buys.

Moody's has taken these rating actions:

Newport Television Holdings LLC

   * Corporate family rating -- Downgraded to Caa2 from B2

   * Probability-of-default rating -- Downgraded to Caa2 from B2

   * $100 million Senior Discount Notes -- Downgraded to Ca from
     Caa1 (LGD 6, 94%)

Newport Television LLC

   * $490 million senior secured credit facility -- Downgraded to
     B3 from Ba3 (to LGD 2, 29% from LGD 3, 30%)

   * $200 million Senior PIK Toggle Notes -- Downgraded to Caa3
     from Caa1 (to LGD 5, 79% from LGD 5, 81%)

High Plains Broadcasting Operating Company LLC

   * $100 million senior secured credit facility -- Downgraded to
     B3 from Ba3 (to LGD 2, 29% from LGD 3, 30%)

The rating outlook is negative.

The last rating action was on October 16, 2008 when Moody's placed
all of Newport's ratings under review for possible downgrade. On
April 14, 2008 Moody's assigned Newport's B2 CFR and B2 PDR.

Newport Television Holdings LLC, headquartered in Kansas City,
Missouri, owns and operates 50 television stations (including 17
digital multicast stations) in 22 markets. The company's 2007
revenue was approximately $338 million.


NORTEL NETWORKS: Moody's Cuts CFR to Caa2; Outlook Still Negative
-----------------------------------------------------------------
Moody's Investors Service (Moody's) downgraded the probability of
default rating (PDR) for the Nortel Networks Corporation (Nortel)
group of companies to Caa3 from B2 while downgrading the group's
corporate family rating (CFR) to Caa2 from B3. As a result, the
senior unsecured ratings for Nortel and its wholly-owned
subsidiaries (Nortel Networks Limited and Nortel Networks Capital
Corporation) were downgraded to Caa2 from B3 and the preferred
share ratings of Nortel Networks Limited were downgraded to Ca
from Caa3. As an administrative matter, ratings for the company's
shelf registrations were withdrawn. Despite Nortel's speculative
grade liquidity rating being affirmed at SGL-2 (good liquidity),
the uncertain business environment caused the ratings outlook to
remain negative. The rating actions were prompted by the potential
that ongoing adverse business conditions may persist for a
prolonged period, implying that the company is unlikely to return
to positive free cash flow over the near term. In turn, the risk
of default has increased. Recent reports of the company having
engaged advisors "to help it chart a way forward" corroborate this
perspective and support ratings repositioning.

Downgrades:

   Issuer: Nortel Networks Corporation

   -- Probability of Default Rating, Downgraded to Caa3 from B2

   -- Corporate Family Rating, Downgraded to Caa2 from B3

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
      Caa2 (LGD3, 37%) from B3 (LGD4, 66%)

   Issuer: Nortel Networks Limited

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
      (LGD3, 37%) from B3 (LGD4, 66%)

   -- Preferred Stock Preferred Stock, Downgraded to Ca from Caa1

   Issuer: Nortel Networks Capital Corporation

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
      (LGD3, 37%) from B3 (LGD4, 66%)

Withdrawals:

   Issuer: Nortel Networks Limited

   -- Multiple Seniority Shelf, Withdrawn, previously rated
      (P)Caa2,(P)Caa1

Financial results for telecommunications systems suppliers have
been adversely impacted by technological change, rapidly maturing
products and excess capacity. This caused Nortel to implement a
series of operational initiatives to expand the cash flow stream.
Among other things, this would facilitate much needed de-levering.
However, the pace of de-levering was quite slow and leverage
remained quite high, implying that de-levering would likely have
to be accomplished by reducing debt.

In September, with the business environment continuing to
deteriorate, Nortel announced a further operational restructuring.
The company had also signaled preparedness to divest of an entire
business line. Despite a $2.65 billion cash and short term
investments position (as at 30 September) that could fund losses
for several quarters, the company also suspended preferred share
dividends.

However, these additional initiatives are focused on liquidity and
are unlikely to facilitate material de-levering. With ongoing very
weak business conditions likely to prevail for some time, the need
to reduce the debt burden is therefore reinforced. However, with
weak free cash flow and poor conditions for asset sales, it
appears unlikely that the company will be able to accumulate the
requisite cash. Indeed, it appears to be more likely that the
existing cash pool will be slowly depleted. This will be a key
ratings' consideration for the foreseeable future.

Moody's most recent rating action concerning Nortel was taken on
September 23, 2008 at which time the ratings outlook was changed
to negative from stable and an SGL-2 speculative grade liquidity
rating was assigned.

The principal methodology used in rating Nortel was Moody's Global
Communications Equipment Industry rating methodology, which can be
found at http://www.moodys.comin the Credit Policy &
Methodologies directory, in the Ratings Methodologies subdirectory
(June, 2008, document #109298). Other methodologies and factors
that may have been considered in the process of rating these
issuers can also be found in the Credit Policy & Methodologies
directory (including, among others: Probability of Default Ratings
and Loss Given Default Assessments for Non-Financial Speculative-
Grade Corporate Obligors in the United States and Canada (August
2006; document #98771) and Speculative Grade Liquidity Ratings
(September 2002; document #76003)).

Headquartered in Toronto, Ontario, Canada, Nortel Networks
Corporation (Nortel) designs and supplies telecommunications
networking systems to a variety of business and governmental
customers around the globe. 2007 sales were nearly $11 billion.


NOVAMERICAN STEEL: Moody's Junks Ratings; Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Novamerican Steel Finco Inc's
corporate family and probability of default ratings to Caa1 from
B2. In addition, the rating on the $315 million senior secured
notes was downgraded to Caa2 from B3 and the company's speculative
grade liquidity rating was lowered to SGL-4 from SGL-2. The
ratings outlook is negative. Novamerican Steel Finco Inc is a
wholly owned subsidiary of Novamerican Steel Inc.

The downgrade of the corporate family rating to Caa1 considers the
company's high degree of financial leverage (annualizing the last
nine months of EBITDA, Novamerican's Debt/EBITDA is expected to be
over 12.0x, using Moody's standard adjustments), substantial
interest burden relative to earnings generation, modest scale,
limited free cash flow relative to outstanding debt, and
dependency on strong volume performance to achieve significant
debt reduction. In addition, although the company has been
successful in driving inventory out of the system in accordance
with its business model, this model remains untested in terms of
levels and sustainability of earnings and cash flow. Novamerican's
ratings also consider the very weak steel market fundamentals,
which are expected to continue at least through 2009, and the
company's financial vulnerability given the level of debt in its
capital structure.

While the ratings acknowledge Novamerican's position as a small,
but stable, supplier of value-added steel processing in the
northeastern United States and Canada, its supplemental positions
in tubing, distribution, and manufacturing, and its toll
processing platform, the high level of debt in its capital
structure, associated interest burden, and limited earnings
capacity in the current environment are critical aspects in the
company's ratings.

The negative outlook reflects Moody's view that the company's
earnings and cash flow generation will be challenged and likely
turn negative over the next several quarters reflective of the
significant reduction that has occurred in steel demand. Although
Moody's expects demand to stabilize in the first quarter of 2009,
it will be at much reduced levels compared with prior run rates.
The negative outlook also considers the potential for interest
coverage to be breakeven at best on an EBITDA/interest coverage
basis.

Novamerican's SGL-4 rating reflects the company's weak liquidity
position, and Moody's expectation that free cash flow will be
negative over the next twelve months. While the company has
adequate availability under its revolving credit facility,
however, Moody's believes this could be constrained as
availability will contract in line with the decline in eligible
accounts receivable and inventory levels on lower sales volumes
and prices. The company has no material debt maturities until
2012.

Downgrades:

   Issuer: Novamerican Steel Finco Inc.

   -- Probability of Default Rating, Downgraded to Caa1 from B2

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
      SGL-2

   -- Corporate Family Rating, Downgraded to Caa1 from B2

   -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2,
      LGD 4, 61% from B3, LGD 4, 68%

Outlook Actions:

   Issuer: Novamerican Steel Finco Inc.

   -- Outlook, Changed To Negative From Stable

Moody's last rating action for Novamerican was on October 30,
2007, when Novamerican was assigned a B2 corporate family rating.

The principal methodology used in rating Novamerican was Moody's
Global Steel Industry rating methodology, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory (October
2005, document #94683). Other methodologies and factors that may
have been considered in the process of rating this issuer can also
be found in the Credit Policy & Methodologies directory.

Headquartered in Norwood, Massachusetts, Novamerican Steel Inc.
processes and distributes carbon steel, stainless steel, and
aluminum products primarily in the United States and Canada. Over
the first nine months of 2008, the company processed approximately
1.13 million tons of steel and generated revenues of $668 million.


OFFICE DEPOT: S&P Lowers $400 Million Sr. Notes' Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boca
Raton, Fla.-based Office Depot Inc., including its corporate
credit rating, to 'BB-' from 'BB'.  "We also lowered the rating on
the company's $400 million of senior unsecured notes due 2013 to
'B+' from 'BB-'.  The recovery rating on these notes remains
unchanged at '5', indicating the expectation for modest (10%-30%)
recovery in the event of a payment default. The outlook is
negative," S&P said.

"The rating change," said Standard & Poor's credit analyst Mark
Salierno, "is based on our expectation that deteriorating
macroeconomic conditions and the continued slowdown in consumer
and corporate spending will lead to further near-term erosion in
operating performance within the company's North American Retail
Division and Business Solutions Division through the fourth
quarter of 2008 and into fiscal 2009."  S&P believes that such
pressures will more than offset benefits that Office Depot expects
to achieve from its recently announced strategic initiatives.
"Given our expectation that performance will remain pressured in
the near-to-intermediate term," added Mr. Salierno, "credit
protection measures are likely to weaken from current levels, and
that the company will be challenged to maintain leverage below
4.5x."


PARMALAT SPA: Preliminary Injunction Hearing Moved to Feb. 17
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned until February 17, 2009, at 10:00 a.m., the hearing
to consider the preliminary injunction request of Gordon I.
MacRae and James Cleaver, as Joint Official Liquidators of
Parmalat Capital Finance Limited, Dairy Holdings Limited, and
Food Holdings Limited; and Parmalat Finanziaria S.p.A., and its
affiliates and subsidiaries, under the direction of Dr. Enrico
Bondi, Extraordinary Administrator of the Parmalat companies.

The Order will be without prejudice to Parmalat's right to object
for preliminary injunctive relief.  Each of the Petitioners and
Parmalat reserves all rights and arguments with respect to the
proceedings under Section 304 of the Bankruptcy Code.

Nothing contained in the Order will be construed as Parmalat's
agreement with any of the positions or actions taken by the
Liquidators in commencing the ancillary proceedings, in the
United States or in the Cayman Islands.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedure are waived.

In addition, U.S. Bankruptcy Judge Drain extends Parmalat's time
to answer the Section 304 Petition commencing the ancillary
proceedings until March 17, 2009, unless otherwise ordered by the
Bankruptcy Court.

Judge Drain rules that the Temporary Restraining Order will
remain in effect pursuant to the Order until February 17, 2009.

Exhibit and witness lists related to any Preliminary Injunction
Hearing will be served and filed by February 9, 2009.

A full-text copy of the Twenty-Sixth Temporary Restraining Order
is available for free at:

         http://bankrupt.com/misc/Parmalat26thTRO.pdf

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No.
04-10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

(Parmalat Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PARMALAT SPA: Inks Pact With Newlat For Lodi Dairy Unit Sale
------------------------------------------------------------
Parmalat S.p.A. and Newlat S.p.A. entered into a preliminary
contract on November 28, 2008, with respect to the disposal
Parmalat's dairy business unit located in Lodi, Italy.

Parmalat's Lodi Business Unit produces and sells cheese products
under the "Ala," "Polenghi" and "Optimus" brands.  The unit
recorded net sales of approximately EUR36,000,000 in 2007, and
currently employs 93 staff.

Parmalat said in a company statement that Newlat, as buyer of the
Lodi Business Unit, will undertake to maintain present levels of
employment with a view to promoting the future growth.  The Lodi
Business Unit will be sold for a consideration of EUR150,000, a
value equal to assets being transferred less the liabilities.
The assets include EUR3,150,000 in cash, which will be fully
compensated by the positive balance of trade receivables and
payables not being transferred with the business.

Along with the Lodi Business Unit, a portion of real estate,
consisting of land and two properties used for the business, will
also be transferred.  Moreover, commercial agreements for supply
and distribution will also be executed between Parmalat and
Newlat, to ensure coverage of the region that is addressed by the
existing business through Parmalat's distribution network.

Newlat, owned by the TMT Finance Group, operates under the
"Buitoni" licensed brand for pasta and bread substitutes, and
"Polenghi," "Matese," "Giglio," "Torre in Pietra" and "Fior di
Salento" owned brands.  For the full year 2008, Newlat expects to
report turnover of around EUR200,000,000, with a headcount of
some 800 staff.

Parmalat stated that it will give notice in a timely manner, once
ownership of the business unit has been transferred, and the
agreement has been executed in full.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No.
04-10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

(Parmalat Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PARMALAT SPA: Board Appoints Antonio Vanoli As General Manager
--------------------------------------------------------------
The Board of Directors of Parmalat S.p.A., under the chairmanship
of Ferdinando Superti Furga, has taken note of the resignation of
Mr. Carlo Prevedini from the position of Chief Operating Officer.

The Chairman of the Board Raffaele Picella, the Managing Director
Enrico Bondi and the entire Board of Directors express their
sincere thanks to Mr. Carlo Prevedini for the job carried out with
commitment and success.  His contribution has in fact not only
guaranteed the on going of the business operations of the Parmalat
Group, but also assured the management and the finalization of an
important phase for the whole company.

Therefore, Parmalat wishes to Mr. Carlo Prevedini a future
rich of success and satisfaction.

The Board of Directors has also provided for the appointment of
Mr. Antonio Vanoli as General Manager in charge of Operations.

Mr. Antonio Vanoli has a University Degree in Economics and a
Master in Business Administration in the United States of America
with majors in Marketing and Finance.

He began his career with the SME Group where for over twenty years
he covered all the positions focusing, among other things, as
Central Director on the reorganization of the most important areas
(ice creams, milk and catering).

At the beginning of the 90's he became Managing Director of Alivar
and completed the sales to third parties of its various business
activities.  From 1991 he assumes the position of General Manager
of the SME Group until its sale by IRI.

In 1994 he entered the Ferrero Group where he remained for over
fourteen years until last month, being at first responsible
as Managing Director Overseas of all the industrial and commercial
activities outside of Europe.  In 2001, he became responsible for
the South European area and Managing Director of Ferrero SpA.
Four years later, keeping the above positions, he also becomes
responsible for the European Core Business which accounts for
approximately the 83% of the total net revenues of the Group.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A.
-- http://www.parmalat.net/-- sells nameplate milk products
that can be stored at room temperature for months.  It also has
about 40 brand product lines, which include yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.  On
Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No.
04-10362, in the United States Bankruptcy Court for the Southern
District of New York.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.  On June 21, 2007, the U.S. Court granted Parmalat
permanent injunction.

(Parmalat Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PILGRIM'S PRIDE: Board Names Don Jackson as President and CEO
-------------------------------------------------------------
Pilgrim's Pride Corporation board of directors has named Don
Jackson as president and chief executive officer of the company
subject to approval of the United States Bankruptcy Court for the
Northern District of Texas.

The board also appointed Lonnie Ken Pilgrim, its current chairman,
as interim president until such time as Dr. Jackson's employment
is approved by the Court.

Mr. Jackson will join the company immediately on an interim basis.
Prior to accepting his position with Pilgrim's Pride, he served as
president of Foster Farms' poultry division, a leading poultry
producer on the West Coast.  He will assume the combined duties of
Clint Rivers, the former president and chief executive officer,
and Robert A. Wright, the former chief operating officer, both of
whom resigned from the company today as part of its reorganization
process under Chapter 11.

Mr. Jackson has been president of Foster Farms' poultry division,
based in Livingston, California, since 2000.  Prior to that, he
served as executive vice president for foodservice of the former
ConAgra Poultry Company in Duluth, Georgia.  Before that he worked
for 22 years for Seaboard Farms of Athens, Georgia, including four
years as president and CEO of their poultry division.

Mr. Jacson received his bachelor of science degree from Arizona
State University and his master's and Ph.D. degrees from Colorado
State University.

"As Pilgrim's Pride begins the reorganization process, we believe
the company and its stakeholders would be best served by a fresh
perspective on the opportunities available to us through
restructuring," said Lonnie "Bo" Pilgrim, senior chairman of
Pilgrim's Pride.  "Don Jackson is a proven leader with the
essential skills and industry insight to position Pilgrim's Pride
to emerge from Chapter 11 as a stronger, more efficient, and more
focused company."

Mr. Pilgrim added: "Clint and Bob have both made tremendous
contributions throughout their careers at Pilgrim's Pride, and we
are grateful for their commitment and dedicated service during a
very difficult time for our company and our industry.  We wish
both of them continued success in their careers."

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of
June 28, 2008.

A nine-member committee of unsecured creditors has been appointed
in the case.


PORT BARRE: S&P Affirms 'B+' Debt Rating; Outlook Stays Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' debt rating
on Port Barre Investments LLC's (PBI; d/b/a Bobcat Gas Storage)
$185 million credit facilities.  The outlook remains negative.
The '3' recovery rating, which remains unchanged, indicates that
lenders can expect a meaningful (50%-70%) recovery in the event of
a payment default.

The affirmation follows our review of a further increase to the
construction budget, the anticipated addition of a $10 million
credit facility, and a revised financial model.

"The increase in construction costs and marginally weaker
financials are offset by successfully bringing Cavern 1 into
commercial service, the declining construction risk as more costs
become fixed, and the additional liquidity the credit facility
provides, which we expect to remain undrawn," said Standard &
Poor's credit analyst Mark Habib.

"This facility would be needed in our stress case that assumes low
storage rates when the project's initial contracts start rolling
off in 2011, and high interest rates after the hedges roll off in
2012.  Under that case, $6.9 million is drawn and outstanding by
maturity in 2014.

"The negative outlook on PBI reflects the potential for further
construction cost and schedule overruns in the next 12 months,
which would increase leverage if financed through additional debt.
Specific triggers include increased leverage that raises the total
debt above $12 million per bcf, or failure to deliver on its
June 1, 2009 schedule date.  We could also lower the ratings if a
shift in market fundamentals supports lower storage rates while a
significant percentage of the project's storage remains
uncontracted, or if the project has difficulty securing storage
contracts at rates similar to its current agreements in the
upcoming planning season.  We could revise the outlook to stable
if projected construction costs remain within budget and
construction continues to progress on schedule.  As construction
risks subside, and with significant storage capacity under firm
storage contracts, the rating could gain positive momentum."


POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Spokane, Washington-based Potlatch Corp.

S&P said, "At the same time, we raised our issue-level rating on
Potlatch's existing notes and debentures to 'BB+', one notch above
the corporate credit rating, from 'BB' and revised the recovery
rating to '2', indicating substantial (70%-90%) recovery in the
event of a payment default, from '3'.  The higher issue-level
rating reflects the granting of security to noteholders in
conjunction with the granting of security to lenders under a new,
secured revolving credit facility.  At the same time, we affirmed
the ratings on Potlatch's industrial revenues bonds at 'BB'.

"We removed all ratings from CreditWatch, where they were placed
with developing implications on April 17, 2008, following the
company's announcement that it was evaluating the tax-free spin-
off of its pulp-based manufacturing business (Clearwater Paper
Corp.).  Potlatch expects to complete the spin off on Dec. 16,
2008.  The outlook is stable."

"The affirmation and CreditWatch removal reflect our assessment
that Potlatch will continue to maintain credit measures that are
appropriate for the ratings," said Standard & Poor's credit
analyst Andy Sookram.

According to S&P: "Although the spin-off results in less
diversification from an earnings and cash flow perspective, and
its remaining business of timberlands and resources (49% of
revenues), real estate (9%), and wood products manufacturing
(42%) faces challenging operating conditions, Potlatch's lower
debt and substantial ownership of timberlands offset those
concerns.  Also, the company plans to utilize $150 million of its
proceeds from the spin-off to repay debt balances.  As a result,
we expect adjusted debt to decline from $588 million at Sept. 30,
2008, to around $400 million.

"The stable outlook reflects our expectations that credit measures
will remain in line with the ratings, as challenging market
conditions for wood products should be offset by modestly higher
operating profit in the real estate business due to sale of non-
core timberlands.  In addition, we expect the company to use
proceeds from the spin-off to reduce debt, which should result in
improved credit metrics.  Potlatch's valuable timberland holdings
and expected plan to maximize the value of this asset lend support
to the ratings, which incorporate its more cyclical and less
attractive wood products business.  After the spin-off, we expect
operating margins of more than 20%, funds from operations to debt
of around 25%, and total debt to EBITDA of about 3x by the end of
2009.

"We could revise the outlook to negative if the company's
financial policy becomes more aggressive with regard to dividends,
share repurchases, or debt-financed timberland purchases, if
timber markets weaken more than we expect, or if cost pressures
escalate.  Specifically, if operating margins drop below 20% on a
sustained basis and funds from operations to debt decreases to
15%.  We could revise the outlook to positive if the company
demonstrates sustainable and higher levels of free cash flow and
meaningful declines in debt."


PRECISION PARTS: Gets Initial Approval to Access $1MM GE Facility
-----------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware authorized Precision Parts International
Services Corp. and its debtor-affiliates to obtain, on an interim
basis, at least $1 million in postpetition financing from Comerica
Bank and General Electric Capital Corporation, as administrative,
collateral agent, under the debtor-in-possession credit agreement
dated Dec. 15, 2008.

Judge Gross also authorized the Debtors to use cash collateral on
a limited basis.

General Electric committed to provide as much as $2 million in
financing to the Debtors on a final basis.

According to the Debtors, proceeds from the cash collateral and
the loans will be used to:

   a) pay interest, fees and expenses owing to the DIP lenders;
      and

   b) pay the fees and expenses of legal counsel and other
      professionals retained by the DIP agent;

Under the agreement, the facility will bear interest on the unpaid
principal amount at a rate per annum equal to the highest of:

   a) the rate last quoted by The Wall Street Journal as the "base
      rate on corporate loans posted by at least 75% of the
      nation's largest banks" in the United States or, if The Wall
      Street Journal ceases to quote such rate, the highest per
      annum interest rate published by the Federal Reserve Board
      in Federal Reserve Statistical Release as the "bank prime
      loan" rate or, if such rate is no longer quoted therein, any
      similar rate quoted therein or any similar release by the
      Federal Reserve Board;

   b) the sum of 0.5% per annum and the Federal Funds Rate; and

   c) the sum of the Eurodollar Base Rate, for an interest
      period of three months as it appears on Reuters Screen
      LIBOR01 Page as of 11:00 A.M. (London time) two business
      days prior to such day, plus 1.00%, in each instance, as of
      such day.

The agreement indicated that any change in the Base Rate due to a
change in any of the foregoing shall be effective on the effective
date of such change in the "bank prime loan" rate, the Federal
Funds Rate, or the Eurodollar Base Rate for an interest period of
three months.

The DIP lenders will be paid $50,000 in closing fee and $100,000
in administrative fee as part of the deal.

The DIP facility under the credit agreement and cash collateral
will terminate on the earliest to occur of:

   a) March 2, 2009;

   b) Jan. 9, 2009, if the Debtors failed to obtain the final
      Court order;

   c) event of default under the agreement; and

   d) permanent reduction of the DIP commitments to zero.

The DIP agreement contains customary and appropriate events of
default.  Furthermore, the DIP agreement is subject to a $350,00
carve-out for payment of fees and expenses incurred by
professionals retained by the Debtors.

The DIP liens constitute first priority security interests in and
liens on all DIP collateral, not subject to any valid, perfected,
enforceable and non-avoidable lien in existence as of the Debtors'
bankruptcy filing.

The Debtors and General Electric Capital are parties to a $125
million first lien credit agreement dated Sept. 30, 2005.  General
Electric Capital extended the revolving and term credit facilities
to the Debtors from time to time, including:

   i) revolving loans in an aggregate committed amount of up to
      $19.7 million;

  ii) term loans in an aggregate original principal amount of
      $115.0 million; and

iii) junior term loans in an aggregate original principal amount
      of $14.0 million.

A hearing is set for Jan. 7, 2009, at 1:00 p.m., to consider final
approval of the motion.  Objections, if any, are due Dec. 30,
2008, at 4:00 p.m.

A full-text copy of the DIP Credit Agreement dated Dec. 15, 2008,
is available for free at http://ResearchArchives.com/t/s?364f

A full-text copy of the Cash Flow Forecast is available for free
at http://ResearchArchives.com/t/s?3650

                      About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com--
sells 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.
Bankruptcy Case No.: 08-13291

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13291).  David M. Fournier, Esq., at Pepper Hamilton LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Alvarez & Marsal North America LLC as financial
advisor and Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets between $100 million to $500 million
each.


PROPEX INC: Seeks OK to Negotiate $65 Mil. Exit Loan with Wayzata
-----------------------------------------------------------------
Propex Inc. seeks permission from the U.S. Bankruptcy Court for
the Eastern District of Tennessee to negotiate $65 million in exit
financing with Wayzata Investment Partners LLP, Bankruptcy Law360
reports.  The Debtor also seeks permission to pay Wayzata a
refundable deposit, the report says.

Meanwhile, Propex and its affiliates have asked the Court,
pursuant to Section 1121(d) of the Bankruptcy Code, to extend the
period within which they have the exclusive right to solicit
acceptances on their bankruptcy plan until February 28, 2009.  The
extension, according to the Debtors, will allow them to finalize
the terms of their exit financing, provide them with time to
review the terms of the financing, and cast
their ballots regarding the Plan.

The Debtors' current solicitation period expires on December 29,
2008.

The Debtors filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.  The Debtors inform the Court
that they are in the process of soliciting exit financing for the
revolving credit facility contemplated in their Chapter 11 Plan, a
task which according to
the Debtors has proven challenging due to an unprecedented credit
"freeze" and economic downturn that has plagued the country for
several months.

"While the Debtors had obtained substantial interest in potential
exit financing prior to the filing of the Plan, the unforeseen
'freezing' of the country's financial markets caused lenders to
withdraw their initial proposals to provide the Debtors with such
financing," says Henry J. Kaim, Esq., at King & Spalding, LLP, in
Houston, Texas.

Mr. Kaim says the Debtors have reengaged the market to obtain
commitments for exit financing and have conducted extensive
discussions with a number of lenders.

The Court is set to hear the Debtors' request at a December 29,
2008 hearing.

                        About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets ofUS$562,700,000, and total debts ofUS$551,700,000.

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


REDDY ICE: Executives Acquires Equity Interest, Disclose Stake
--------------------------------------------------------------
Paul D. Smith, Executive VP & COO of Reddy Ice Holdings, Inc.
disclosed in a Form 4 filing with the Securities and Exchange
Commission that he acquired 10,590 shares of the company's common
stock on Dec. 9 to 11, 2008.

                  Securities Acquired     Price per Share
                  -------------------     ---------------
                       5,100                $1.9559
                       4,000                $2.3978
                       1,490                $2.3552

After the transactions, Mr. Smith may be deemed to directly own
84,418 shares of the company's common stock.

Steven D. Waters, Reddy Ice's senior vice president-Mid-Atlantic
Operations also disclosed that he may be deemed to beneficially
own 16,190 shares of the company's common stock after the Nov. 26,
2008, purchase of 10,849 shares at $0.6726 per share.

Graham D. Davis, the company's senior VP-Central Operations,
disclosed in a separate filing that he acquired shares of the
company's common stock on Nov. 26 and 28, 2008.

                  Securities Acquired     Price per Share
                  -------------------     ---------------
                      81,060                $0.892
                       1,940                $1

After the transactions, Mr. Davis may be deemed to 151,296 shares
of common stock through the Trust.  He also disclosed that he owns
1,856 shares through his children.

The number of shares of registrant's common stock outstanding as
of Nov. 4, 2008, was 22,114,116.

                  About Reddy Ice Holdings, Inc.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Reddy Ice is a manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $472.3 million, total liabilities of $458.9 million and
stockholders' equity of about $13.4 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $112.9 million compared to net loss of $16.5 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $110.6 million compared to net loss of $16.9 million for
the same period in the previous year.


REDDY ICE: Hires PWC as Independent Registered Public Accountant
----------------------------------------------------------------
Reddy Ice Holdings, Inc. dismissed Deloitte & Touche LLP as its
independent registered public accounting firm and appointed
PricewaterhouseCoopers LLP to serve as the company's independent
registered public accounting firm.  The decision to dismiss
Deloitte was recommended and approved by the company's board of
directors.

Deloitte's audit reports on the company's consolidated financial
statements for the fiscal years ended Dec. 31, 2006, and 2007, did
not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles except that the audit report for the fiscal
year ended Dec. 31, 2007, included an explanatory paragraph
related to the company's adoption of Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" and the audit report for the fiscal year ended
Dec. 31, 2006,  included an explanatory paragraph related to the
company's adoption of Statement of Financial Accounting Standards
No. 123 (R), "Share Based Payment".   The audit reports of
Deloitte on the effectiveness of internal control over financial
reporting as of Dec. 31, 2007, did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

During the company's two recent fiscal years and the subsequent
interim period from Jan. 1, 2008, through Nov. 12, 2008, there
were no disagreements between the company and Deloitte on any
matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Deloitte, would have caused
Deloitte to make reference to the subject matter of the
disagreement in its report on the company's consolidated financial
statements.

During the company's two recent fiscal years and subsequent period
from Jan. 1, 2008, through Nov. 12, 2008, there were no reportable
events except these:

   -- On March 5, 2008, the company and certain of its employees,
      including members of its management, received grand jury
      subpoenas issued from the U.S. District Court for the
      Eastern District of Michigan seeking information in
      connection with an investigation by the Antitrust Division
      of the United States Department of Justice into possible
      antitrust violations in the packaged ice industry.

   -- On March 6, 2008, the company's board of directors formed a
      special committee of independent directors to conduct an
      internal investigation of these matters.  As a result of the
      ongoing DOJ investigation and resulting Special Committee
      investigation, Deloitte has periodically requested, and the
      Special Committee has provided, limited information
      regarding the scope and findings of the investigation from
      the Special Committee in connection with Deloitte's
      quarterly review procedures.

The Special Committee's investigation is ongoing and therefore
Deloitte's dismissal occurred prior to Deloitte receiving a full
report on the scope and results of the investigation.  Deloitte
has indicated that it will therefore not be in a position to
determine whether any additional information with respect to the
DOJ and Special Committee investigations would materially impact
issued audit reports or underlying financial statements or cause
Deloitte to be unwilling to rely on Management's representations
or be associated with the company's financial statements.  The
company has indicated to Deloitte that it will not be requested to
issue consent with respect to its prior audit reports in the
future.

The Audit Committee has discussed this matter with Deloitte.  The
company has authorized Deloitte to respond fully to the inquiries
of PwC concerning the matter.

The company has provided Deloitte with a copy of the foregoing
statements and has requested and received from Deloitte a letter
addressed to the Securities and Exchange Commission stating
whether or not Deloitte agrees with the statements.

                  About Reddy Ice Holdings, Inc.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Reddy Ice is a manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $472.3 million, total liabilities of $458.9 million and
stockholders' equity of about $13.4 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $112.9 million compared to net loss of $16.5 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $110.6 million compared to net loss of $16.9 million for
the same period in the previous year.


REDDY ICE: Officers Establish Trading Plans to Purchase Stocks
--------------------------------------------------------------
Reddy Ice Holdings, Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that certain officers of the
company have established pre-arranged personal stock trading plans
with brokerage firms under Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended.  Rule 10b5-1 enables securities holders
to adopt pre-arranged stock trading plans for the purchase or sale
of predetermined amounts of securities on a non-discretionary
basis.

The individuals participating in the plans will purchase shares.
These plans may have the effect of spreading stock trades over an
extended period of time, thereby reducing market impact.

Among others, these officers have elected to enter into Rule 10b5-
1 stock trading plans on Nov. 21, 2008:

   -- Gilbert M. Cassagne - president, chief executive officer and
      director;

   -- Steven J. Janusek - executive vice president, chief
      financial officer and secretary; and

   -- Paul D. Smith - executive vice president and chief operating
      officer.

The stock trading plans of Messrs. Cassagne and Janusek will
terminate on Nov. 26, 2009, and the stock trading plan of Mr.
Smith will terminate on May 22, 2009.

Purchases of shares pursuant to the stock trading plans will be
reported through Form 4 filings with the Securities and Exchange
Commission.  Except as may be required by law, the company does
not report stock trading plans by other company officers or
directors, or modifications, transactions or other activities
under any plan.

In a separate filing, Reddy Ice Holdings related that it was
notified by the Civil Fraud Division of the United States
Department of Justice that the Civil Fraud Division has opened an
investigation with respect to the company.  The Civil Fraud
Division's investigation is expected to examine whether the
company may have violated the federal False Claims Act by
receiving supracompetitive prices from the federal government in
connection with any government contracts.  The Civil Fraud
Division's investigation is related to the ongoing investigation
by the Antitrust Division of the United States Department of
Justice into possible antitrust violations in the packaged ice
industry.  The company is cooperating with the authorities in
these investigations.

                  About Reddy Ice Holdings, Inc.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Reddy Ice is a manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $472.3 million, total liabilities of $458.9 million and
stockholders' equity of about $13.4 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $112.9 million compared to net loss of $16.5 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $110.6 million compared to net loss of $16.9 million for
the same period in the previous year.


REDDY ICE: Shamrock Activist Disposes 36,477 Equity Interest
------------------------------------------------------------
Gilbert M. Cassagne, CEO & president of Reddy Ice Holdings, Inc.
disclosed in a Form 4 filing with the Securities and Exchange
Commission that he acquired 33,200 shares of the company's common
stock.

                  Securities Acquired     Price per Share
                  -------------------     ---------------
                        39,100               $0.722
                         4,100               $0.9402

After the transactions, Mr. Cassagne may be deemed to directly own
98,200 shares of the company's common stock.

In a separate filing, Shamrock Activist Value Fund L P, 10% owner
of the company, disclosed that it may be deemed to indirectly own
3,041,781 shares of the company's common stock after the Nov. 10,
2008 sale of 36,477 shares at $2.294 per share.

The number of shares of registrant's common stock outstanding as
of Nov. 4, 2008, was 22,114,116.

                  About Reddy Ice Holdings, Inc.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Reddy Ice is a manufacturer of packaged ice products in
the United States and serves approximately 82,000 customer
locations in 31 states and the District of Columbia.  Typical end
markets include supermarkets, mass merchants, and convenience
stores.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $472.3 million, total liabilities of $458.9 million and
stockholders' equity of about $13.4 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $112.9 million compared to net loss of $16.5 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $110.6 million compared to net loss of $16.9 million for
the same period in the previous year.


REPUBLIC WINDOWS: Files for Chapter 7 After BofA Cuts Credit
------------------------------------------------------------
Francine Knowles at Chicago Sun-Times reports that Republic
Windows and Doors said it has filed for Chapter 7 liquidation on
Dec. 15, 2008, as a requirement of Bank of America in the
negotiated settlement with the United Electrical, Radio and
Machine Workers of America.

Sun-Times quoted Republic Chief Executive Officer Richard Gillman
as saying, "Declining home sales, the credit debacle, the lack of
cooperation from Bank of America, led to the measures taken today
[Dec. 15]."

According to Sun-Times, Republic Windows was forced to close last
week when Bank of America, concerned about the firm's financial
viability, refused to extend additional credit.

Sun-Times relates that about 240 Republic Windows employees were
laid off.  The report says that the workers weren't given the
required 60-days notice of a layoff.  According to the report, the
workers launched a protest against Bank of America to demand
severance and vacation pay, challenging the lack of proper notice.

Politicians and union leaders also criticized Bank of America's
action, as the bank took $15 billion in the federal bank bailout
package and was expecting to get another $10 billion in bailout
help, Sun-Times states.  Bank of America then agreed to provide
about $1.35 million in lending for Republic Windows' layoff
package, Sun-Times reports.

Chicago, Illinois-based Republic Window and Doors --
http://www.republicwindows.com-- manufactures custom-crafted
vinyl windows for new construction homebuilders, home improvement
dealers, and direct commercial accounts throughout the United
States.


RESIDENTIAL CAPITAL: GMAC Forgives $683MM Debt on April 2008 Deal
-----------------------------------------------------------------
GMAC LLC approved forgiveness of an amount of Residential Capital,
LLC's debt related to GMAC's loan and security agreement entered
into in April 2008 with Residential Funding Company LLC and GMAC
Mortgage LLC, equal to the amount required for ResCap to maintain
a consolidated tangible net worth of $300 million as of Nov. 30,
2008.  The November Debt Forgiveness is intended to allow ResCap
to remain in compliance with the financial covenants under its
bilateral credit facilities, including its agreement with Fannie
Mae as of Nov. 30, 2008, which require ResCap to maintain a
monthly consolidated tangible net worth of no less than $250
million, among other requirements.  For this purpose, consolidated
tangible net worth is defined as ResCap's consolidated equity,
excluding intangible assets and equity in GMAC Bank to the extent
included in ResCap's consolidated balance sheet.

The November Debt Forgiveness is capped at $683 million. If the
maximum approved forgiveness of $683 million ultimately be
insufficient to allow ResCap to comply with the consolidated
tangible net worth covenant as of Nov. 30, 2008, GMAC has informed
ResCap that it does not intend that any forgiveness will take
place, as any additional forgiveness subsequent to Nov. 30, 2008,
would not remedy ResCap's noncompliance as of the date.  The
decrease in ResCap's tangible net worth as of Nov. 30, 2008, was a
result of several factors, including, among other things, a
deterioration in the value of certain of ResCap's mortgage
servicing rights primarily resulting from declining interest
rates, continued high provisions for loan losses and low levels of
other revenue.  The deterioration could continue or worsen.

GMAC has informed ResCap that it may, but is not obligated to,
approve additional debt forgiveness or provide additional
liquidity or support to ResCap.  However, GMAC has informed ResCap
that it does not intend to take further actions in support of
ResCap if the GMAC offers are not completed, although it reserves
the right to do so.  GMAC has not made, and is not making, any
commitment to continue to fund ResCap or to forgive ResCap debt
and GMAC is not subject to any contractual obligation to do so
regardless of whether GMAC's private exchange offers and cash
tender offers to purchase and exchange certain of its and its
subsidiaries' outstanding notes and certain of ResCap's
outstanding notes are completed and may consider other factors
when considering future funding of ResCap or forgiveness of ResCap
debt.

                         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.

For three months ended Sept. 30, 2008, the company reported net
loss of $2.5 billion compared to net loss of $1.5 billion for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $5.5 billion compared to $1.6 billion for the same period
in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $211.3 billion, total liabilities of $202.0 billion and
members' equity of about $9.3 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

ResCap reported a net loss of $1.9 billion for the third quarter
of 2008, compared to a net loss of $2.3 billion in the year-ago
period.

For nine months ended Sept. 30, 2008, ResCap incurred net loss of
$4.6 billion compared to net loss of $3.4 billion for the same
period in the previous year.

ResCap's cash and cash equivalents balance was $6.9 billion at
quarter-end, up from $6.6 billion at June 30, 2008.

GMAC Bank assets and deposits continue to grow at a measured rate
with total assets of $32.9 billion at quarter-end, which includes
$8.5 billion of assets at the auto division and $24.4 billion of
assets at the mortgage division. This compares to $31.9 billion at
June 30, 2008.  Deposits also increased in the third quarter to
$17.7 billion at Sept. 30, 2008, compared to $16.9 billion at the
end of the second quarter.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $66.5 billion, total liabilities of $64.1 billion and members'
equity of about $2.4 billion.

                            *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
On Nov. 21, 2008, Dominion Bond Rating Service placed all ratings
of Residential Capital, LLC, including its Issuer and Long-Term
Debt rating of C, Under Review with Negative Implications.


RESIDENTIAL CAPITAL: Unit Inks C$8MM Sale Deal with GMAC LLC
------------------------------------------------------------
GMAC Residential Funding of Canada, Limited, a subsidiary of
Residential Capital, LLC, entered into an agreement with GMAC LLC
whereby GMAC would acquire, indirectly, all of the outstanding
equity interests of ResMor Trust Company, a Canadian federally
incorporated trust company that engages in the residential
mortgage finance business.  Simultaneously with, and as a
condition to, the execution and delivery of the purchase
agreement, the ResMor seller, as borrower, entered into a Loan
Agreement and a Pledge and Security Agreement with GMAC in an
amount equal to the purchase price of ResMor.  The total purchase
price for the ResMor acquisition, and the amount of the loan, was
C$82 million.  The purchase is expected to close in December 2008
and will include the cash and short-term deposits on ResMor's
balance sheet, which, as of Oct. 31, 2008, totaled approximately
C$358 million.

On Nov. 20, 2008, two subsidiaries of ResCap, Passive Asset
Transactions, LLC and RFC Asset Holdings II, LLC entered into a
loan agreement for a short-term, $430 million revolving credit
facility with Residential Funding Company, LLC, GMAC Mortgage, LLC
and ResCap as guarantors and GMAC LLC as lender agent and initial
lender.  The loan is secured by:

   i) a pledge by Residential Funding Company, LLC of its
      receivables under certain warehouse loans it has made to
      third-party lenders;

  ii) a pledge by PATI of a secured note issued to it by Flume

      (No. 8); and
iii) the pledge by PATI of 100% of the equity of PATI A, LLC and
      the pledge by RAHI of 100% of the equity of RAHI A, LLC.

The Borrowers may only make borrowings under the Facility if
either

   i) certain cash balances and cash equivalents of ResCap and its
      consolidated subsidiaries are less than $750 million; or

  ii) certain unrestricted and unencumbered balances in US Dollars
      and cash equivalents of ResCap and its consolidated
      subsidiaries, excluding GMAC Bank, are less than
      $250 million.

The interest rate for borrowings is equal to the rate appearing on
Page 3750 of the Dow Jones "Markets" screen for the applicable
interest period plus a margin of 3.50%.  The Facility may be
prepaid in whole or in part without premium or penalty.  The
Facility will mature no later than Dec. 31, 2008.

On Nov. 21, 2008, the Borrowers borrowed $115 million under the
Facility.  The Facility contains representations, warranties and
covenants customary for facilities of this type, including a
covenant requiring ResCap to endeavor, taking into account
ordinary course business expenses and receipts and acting in good
faith, to maintain certain unrestricted and unencumbered balances
in US Dollars and cash equivalents of ResCap and its consolidated
subsidiaries of at least $250 million.

Other provisions of this facility include limitations on creating
liens, incurring debt, transactions with affiliates, sale/
leaseback transactions, engaging in certain new lines of business
activity, paying dividends, and mergers and sale of substantially
all assets.

                         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.

For three months ended Sept. 30, 2008, the company reported net
loss of $2.5 billion compared to net loss of $1.5 billion for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $5.5 billion compared to $1.6 billion for the same period
in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $211.3 billion, total liabilities of $202.0 billion and
members' equity of about $9.3 billion.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

ResCap reported a net loss of $1.9 billion for the third quarter
of 2008, compared to a net loss of $2.3 billion in the year-ago
period.

For nine months ended Sept. 30, 2008, ResCap incurred net loss of
$4.6 billion compared to net loss of $3.4 billion for the same
period in the previous year.

ResCap's cash and cash equivalents balance was $6.9 billion at
quarter-end, up from $6.6 billion at June 30, 2008.

GMAC Bank assets and deposits continue to grow at a measured rate
with total assets of $32.9 billion at quarter-end, which includes
$8.5 billion of assets at the auto division and $24.4 billion of
assets at the mortgage division. This compares to $31.9 billion at
June 30, 2008.  Deposits also increased in the third quarter to
$17.7 billion at Sept. 30, 2008, compared to $16.9 billion at the
end of the second quarter.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $66.5 billion, total liabilities of $64.1 billion and members'
equity of about $2.4 billion.

                            *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
On Nov. 21, 2008, Dominion Bond Rating Service placed all ratings
of Residential Capital, LLC, including its Issuer and Long-Term
Debt rating of C, Under Review with Negative Implications.


RJ GATORS: Court Converts Reorganization Case to Liquidation
------------------------------------------------------------
Jeff Ostrowski at Palm Beach Post reports that the Hon. Paul Hyman
of the U.S. Bankruptcy Court for the Southern District of Florida
has approved R.J. Gators' request to convert its Chapter 11
reorganization case to Chapter 7 liquidation.

R.J. Gators and nine affiliates had filed for chapter 11
protection on June 26, 2007, listing assets and debts of $1
million to $100 million.  Bradley S. Shraiberg, Esq. at Kluger,
Peretz, Kaplan & Berlin, P.L. represents the Debtors.

Palm Beach Post relates that Judge Hyman terminated R.J. Gators'
leases in:

     -- Jupiter,
     -- Palm Beach Gardens,
     -- Boynton Beach,
     -- Fort Pierce, and
     -- Vero Beach.

According to Palm Beach Post, R.J. Gators' bankruptcy doesn't
affect franchised restaurants in Central and Southwest Florida and
in North Carolina and Texas.

Palm Beach Post reports that Kevin Dalton, the owner of the five
closed R.J. Gators restaurants, blamed the company's liquidation
on economic downturn, the credit crunch, and R.J. Gator's
"checkered history."

R.J. Gators' 142 workers already collected on Friday paychecks for
their work through Monday and it is unclear whether they would be
paid for Tuesday, Wednesday, and Thursday work, Palm Beach Post
relates, citing Mr Dalton.  According to the report, Mr. Dalton
said that he invested $800,000 in the stores.  "By May we were
just basically about out of cash, and nobody would lend to
restaurants," the report quoted him as saying.

Headquartered in Jupiter, Florida, R.J. Gators Inc. --
http://www.rjgators.com/-- owns and operates casual dining
restaurants.


ROUNDY'S SUPERMARKETS: S&P Removes 'B' Credit Rating From NegWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings, including
the 'B' corporate credit rating, on Milwaukee-based Roundy's
Supermarkets Inc. from CreditWatch with negative implications,
where they were placed on Sept. 25, 2008.  The outlook is
negative.

"This action reflects our current belief that Roundy's should
remain covenant complaint in the near term," said Standard &
Poor's credit analyst Charles Pinson-Rose, "given our performance
expectations and its ability to pay down debt with its current
cash position and future cash flows."


STATION CASINOS: S&P Keeps 'CC' Credit Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CC' corporate
credit rating on Las Vegas-based Station Casinos Inc. remains on
CreditWatch with negative implications, where it was placed
Nov. 26, 2008.  The 'C' rating on the company's senior unsecured
and subordinated debt issues also remains on CreditWatch with
negative implications.

In addition, Standard & Poor's lowered its issue-level rating on
Station's senior secured debt to 'CCC' from 'B-', and revised the
CreditWatch implications on this rating to negative from
developing.

According to S&P: "These rating actions follow [the] announcement
by the company that certain of the conditions in its previously
announced private exchange offer will not be satisfied, and that
it is terminating the exchange offer.  The lowering of the secured
debt rating and revision of the CreditWatch implications reflect
the termination of the exchange offer.  We previously indicated
that our preliminary expectation, in the event the exchange
succeeded, was for a corporate credit rating of 'B-'.  The current
'CCC' issue rating on the senior secured debt is now two notches
higher than the 'CC' corporate credit rating, reflecting our
notching criteria for a '1' recovery rating.

"The continued CreditWatch listing reflects our concern that,
absent completion of the exchange offer or an amendment to the
terms of its senior secured credit facility, Station will violate
its financial covenants in the current quarter," said Standard &
Poor's credit analyst Ben Bubeck.  "As we have previously stated,
we are skeptical that any amendment to the credit facility that
does not include a significant equity infusion will allow Station
to meet debt service requirements over the intermediate term,
given its extremely weak credit measures, including consolidated
EBITDA interest coverage of just 1.2x as of Sept. 30, 2008.  We
will continue to monitor management's efforts to avoid breaching
its financial covenants in the near term."


SEMGROUP LP: Red Apple Chairman to Develop Reorganization Plan
--------------------------------------------------------------
Red Apple Group chairman John A. Catsimatidis said he intends to
develop a reorganization plan for SemGroup L.P.

Mr. Catsimatidis said that SemGroup planned to liquidate most of
its assets.  According to him, he had obtained five of the nine
seats on SemGroup G.P. L.L.C.'s management committee, the
equivalent of SemGroup L.P.'s board of directors.

"I strongly believe that reorganization will deliver far more
value to SemGroup's creditors than liquidation," Mr. Catsimatidis
said.  "SemGroup has a tremendous portfolio of assets that can be
revitalized with a renewed commitment to the company's core
businesses."

"The problem with liquidation is there will likely be nothing left
once the assets have been sold -- if they can be sold at all in
this environment," Mr. Catsimatidis continued.

Mr. Catsimatidis said that he plans to work with creditors to
develop a reorganization plan that enables SemGroup to repay its
debts while preserving a majority of the 2,000 jobs currently at
risk.  He further said that he plans to maintain SemGroup L.P.'s
headquarters in Tulsa.

"When SemGroup is reorganized, we intend it to become one of the
largest supporters of charity and the arts in Tulsa," said Matthew
F. Coughlin III, who leads Tulsa-based International Insurance
Brokers Ltd. and who facilitated the transaction by Mr.
Catsimatidis.  "I know John Catsimatidis has the resources,
expertise and dedication that will be necessary to rescue SemGroup
from the liquidators."  Mr. Coughlin has joined Mr. Catsimatidis
on the Management Committee.

Mr. Catsimatidis reorganized United Refining Co. of Warren,
Pennsylvania in 1987 and returned 100 cents on the dollar to
creditors.  In addition to petroleum refining and marketing, Red
Apple Group owns real estate, aviation assets, and Gristedes, a
supermarket chain in New York City.

                       About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SIRIUS COMPUTER: S&P Withdraws Rating and Outlook
-------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating and outlook
on San Antonio, Texas-based Sirius Computer Solutions Inc. at the
company's request.

The Troubled Company Reporter reported on June 13, 2008, that
Standard & Poor's Ratings Services revised its outlook on Sirius
Computer Solutions Inc. to negative from stable.  At the same
time, S&P affirmed the 'B+' corporate credit rating on the
company.


STATEN ISLAND UNIVERSITY: Moody's Upgrades Rating to Ba2
--------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from B2 the rating
assigned to Staten Island University Hospital.  The outlook is
positive at this new rating level.  The rating and outlook
revision follow the resolution of financial settlements with the
federal government and State of New York and our ability to assess
the long term impact of these settlements on SIUH's profitability
and cashflow going forward.  Moody's believes that SIUH will be
able to absorb the financial penalties and still be able to
generate sufficient cashflow from its improving operations to
improve its credit profile in the intermediate term.

LEGAL SECURITY

The bonds are secured by a pledge of gross receipts and a mortgage
on the health care facilities.  An inter-creditor agreement
between the Dormitory Authority of the State of New York, the New
York City Industrial Development Agency and the bond trustees
includes a 120-day standstill provision during which time the
Dormitory Authority has the exclusive right to negotiate a workout
plan and creditor remedies are suspended if the need arises.

INTEREST RATE DERIVATIVES: none

STRENGTHS

   * Leading and growing 56% market share on Staten Island, twice
     the share of the next largest competitor, reflecting the
     provision of high end clinical services and its superior
     physical plant.  Inpatient volume trends have been favorable
     but growth has tempered in the current fiscal year.  Sizable
     operations with a revenue base in excess of $600 million.

   * Stronger link to sole member A3-rated North Shore-LIJ Health
     System following a reorganization that merged the SIUH board
     into the NS-LIJ board and added system representatives to
     the local SIUH board.  SIUH has historically been
     consolidated into system financial statements and the
     evolution to one board should ensure strengthened control
     and linkage to the system despite its non-Long Island
     location.  Recent guarantee of a bank loan by the system
     also demonstrates an enhanced commitment of the system to
     SIUH.

   * Operating cash flow has improved in each of the past three
     years, aided by expense growth which has been held to less
     than 1% for each of the last four years.  Very strong
     operating performance in the current fiscal year due to
     managed care rates that are now on parity with system rates
     and have moved to case rates from per diem rates.

   * While still modest, days cash on hand has increased from 44
     days in 2006 to 51 days as of September 30, 2008, despite a
     $23 million payment made during the current fiscal year as
     part of a settlement.  Conservative investment allocation
     with minimal exposure to equities has helped maintain cash
     balances despite the settlement payment.

   * Ability to hold expense growth below 2% for the last four
     fiscal years in light of modest revenue growth has
     contributed to the turnaround in financial performance.

CHALLENGES

   * Settlement with the Department of Justice and Office of the
     Inspector General required a $60 million loan (44% increase
     in debt of SIUH but guaranteed by NS-LIJ) and required the
     use of $23 million of cash during FY2008.  Other
     settlements, totaling $116.5 million will be paid over
     twenty years through reserves that have been established,
     including a $28.4 million reserve taken in FY2007 that
     reduced revenue in that year.

   * Balance sheet is leveraged with additional debt and modest
     liquidity for a facility of this size.  Long term facility
     plan to be completed during 2009 will require capital to add
     single rooms to improve the patient experience and upgrade
     oncology and diabetes programs. Capital spending has been
     minimal for the last five years, although management reports
     that its facilities are in good condition and not reflective
     of its 16.6 average age of plant statistic.

   * Proposed cuts to Medicaid funding could result in a loss of
     $8-10 million; services will have to be evaluated to
     determine if service line changes are needed to offset the
     lost revenue

   * Recent softening of volume for women's services and
     ambulatory surgery.

                   Recent Developments/Results

SIUH has settled the three outstanding investigations by the New
York State Attorney General (NYSAG) and the federal government and
puts behind them the uncertainty of their ultimate resolution and
financial penalties.  SIUH agreed to a $76.5 million settlement in
2005 with the NYSAG less $8 million held by the state for Medicaid
reimbursement, which will be paid out over 13 years and which SIUH
has sufficiently reserved in its third party liabilities.  A
second suit by NYSAG for $41.2 million, settled in 1999, will be
paid over 20 years from cashflow.  The federal government and
NYSAG required its $89 settlement payment to be made in one
installment during September 2008, which SIUH was able to fund
with a $60 million bank loan and $23 million of cash.  The
remaining $6 million will be paid over three years to New York
State.  SIUH is fortunate that its investments were conservatively
invested in fixed income and money market securities, with no
exposure to equity securities.  As a result, investment gains were
sufficient to cover the $23 million payment to the federal
government, with SIUH"s cash balances remaining consistent with
FYE 2007 balances despite the payment.  Cash as of September 30,
2008 was $85.2 million or 51.2 days.

SIUH's balance sheet remains its limiting credit factor, and the
$60 million bank loan, which increases outstanding debt by 44%,
adds to the leveraged position.  Cash-to-debt is a slim 52.2% as
of September 30, 2008, and includes $11 million of line of credits
outstanding and another $10 million of non-rated debt.

Operationally, SIUH has been generating improved performance and
favorable operating results since FY2004, with FY2007's deficit
caused by a one-time prior year reserve taken that reduced revenue
by $28 million for that year, rather than operational difficulties
with its core services.  Expenses have been held to growth rates
below 2% despite a unionized staff with contracted rate increases
averaging 4%.  SIUH has been able to take advantage of joint
purchasing through the system and improved payer rates have begun
to generate tangible revenue, with revenue up 5.4% through nine
months.  Through September 20, SIUH is generating operating income
of $14.5 million (3.0% operating margin) despite some recent
softening in volume for its women's and children's services.
Management is budgeting $15 million operating income for FY2009,
continuing the trend of improving performance.  However, proposed
Medicaid rate cuts could result in a material reduction in revenue
that would require an evaluation of the services offered at SIUH
that are not self supporting.  Current proposals to reduce
Medicaid rates by 11% from current rates for the first three
months of the state's fiscal year (September -December 2008) and
then by 5% for the remainder of the year could result in a
reduction of
$8-10 million for SIUH.  Currently, SIUH reports that Medicaid
revenue accounts for almost 25% of total revenue.

Outlook

The positive outlook is based on our belief that SIUH can move
forward with its strategic plans now that all outstanding federal
and state investigations have been settled and SIUH can focus on
improving its balance sheet over time.  Strengthened governance
with the North Shore-LIJ Health System and evidence of renewed
support for SIUH by the system, contributes to a more a stable
operating environment and opportunities to improve its credit
profile over time.

                 What could change the rating--UP

Reduction in debt, improved balance sheet measures, trend of
favorable operating performance

                What could change the rating--DOWN

Downturn in financial performance, reduction in cash, material
additional debt.

                         KEY INDICATORS

Assumptions & Adjustments:

   -- Based on financial statements for Staten Island University
      Hospital and Subsidiaries

   -- First number reflects audit year ended December 31, 2007

   -- Second number reflects interim "9" months annualized) ended
      September 30, 2008

   -- Includes $4 million of additional debt service for FY2008
      related to settlement payments detailed above.

   -- Excludes $28.4 million in additional reserves taken during
      2007 which reduced audited revenue that year.

   -- Investment returns normalized at 6% unless otherwise noted

   * Inpatient admissions: 39,014; 38, 551

   * Total operating revenues: $621.1 million; $649.2 million

   * Moody's-adjusted net revenue available for debt service:
     $57.8 million; $57.9 million

   * Total debt outstanding: $111.9 million; $161.5 million

   * Maximum annual debt service (MADS): $19.211 million;
     $23.211 million

   * MADS Coverage with reported investment income: 3.13 times;
     2.48 times

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 3.01 times; 2.5 times

   * Debt-to-cash flow: 2.38 times; 3.48 times

   * Days cash on hand: 55.7 days; 51.2 days

   * Cash-to-debt: 78.9%; 52.7%

   * Operating margin: 3.3%; 3.0%

   * Operating cash flow margin: 8.4%; 8.1%

RATED DEBT (debt outstanding as of December 31, 2007)

   -- Series 1998 bonds: $48.9 million outstanding; issued
     through the Dormitory Authority of the State of New York;
     rated Baa1 based on Ambac insurance, Ba2 underlying rating

   -- Series 2001A and B bonds: $31.4 million outstanding; issued
     through the New York City Industrial Development Agency;
     rated Ba2

   -- Series 2002C bonds: $16.7 million outstanding; issued
     through the New York City Industrial Development Agency;
     rated Ba2

Obligor: Mr. Thomas Reca, Chief Financial Officer, Staten Island
University Hospital (718) 226-1148; Mr. Robert Shapiro, Chief
Financial Officer, North Shore-LIJ Health System (516) 465-8162

The last rating action was on October 22, 2007 when the ratings of
SIUH were affirmed at B2 and the negative outlook was affirmed.

The principal methodology used in this rating for SIUH was Rating
Methodology: Not-for-Profit Hospitals and Health Systems, which
can be found at http://www.moodys.comin the Credit Policy and
Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of ratings this issuer can also be found
in the Credit Policy & Methodologies directory.


STATION CASINOS: May File for Chapter 11, Analyst Says
------------------------------------------------------
Station Casinos Inc. might file for Chapter 11 protection, Reuters
reports, citing KDP Investment Advisors analyst Barbara Cappaert.

Station Casinos, according to Reuters, said on Monday that it is
ending a bond exchange offer after its bondholders found the terms
offered in the exchange "deficient."  Certain terms of the offer
will not be satisfied, Reuters relates, citing Station Casinos.

As reported in the Troubled Company Reporter on Nov. 28, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Station Casinos Inc. to 'CC' from 'CCC',
following the company's announcement that it is offering to
exchange two new 10% secured term loans, one senior and one
junior, for up to 90% of the outstanding principal amount of
Station's senior unsecured and senior subordinated notes.  In each
case, an exchange for the new term loans would represent a
substantial discount to the par amount of the outstanding issue.
As a result, S&P view the exchange as being tantamount to default
given the distressed financial condition of the company and S&P's
concerns around Station's ability to service its current capital
structure absent this exchange offer.

Reuters says that the termination of the bond exchange could leave
Station Casinos at the mercy of its bank lenders.  The report
states that Station Casinos is struggling with its debts after a
management-led buyout in 2007.

Reuters relates that Station Casinos had extended on Friday the
deadline for the exchange, the second that the company did so in
one week.

According to Reuters, the failure of the debt exchange would put
Station Casinos in a precarious position.  The report states that
analysts think that the company may trip terms in its bank debt by
year-end and will have to negotiate with bank lenders to avoid a
default.  "The last set of negotiations, for which Station walked
away, would have added another 425 basis points to the rate paid
on the term loan and revolver for just a year of covenant relief.
If the situation is not resolved and the pending bank violations
are not fixed, Station is at risk of a Chapter 11 filing," the
report quoted Ms. Cappaert as saying.

                   About Station Casinos

Station Casinos Inc. is a Las Vegas, Nevada based gaming company.
It purchased several sites that were gaming-entitled meaning that
major casinos can be built at that location without additional
approvals.  The company has since branched out into managing
casinos owned by other companies.


STATION CASINO: Moody's Downgrades CFR to Caa3; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Station Casino, Inc.'s
Corporate Family rating to Caa3 from Caa2 and downgraded the
company's senior secured, senior unsecured and senior subordinated
ratings to B2, Caa3, and Ca, from B1, Caa2, and Caa3,
respectively. Moody's upgraded Station's Probability of Default
(PD) rating reflecting the company's announcement that it has
withdrawn its debt exchange offer that would have caused a limited
default. The Caa3 PD reflects a high probability the company will
default unless it is able to negotiate covenant relief from its
bank lenders and maintain access to its revolving credit facility.
Moody's also affirmed the company's SGL-4 speculative grade
liquidity rating (weak liquidity).

The negative outlook reflects an acceleration of negative gaming
trends in Las Vegas that will continue to pressure credit metrics
and liquidity. The outlook also considers the need to negotiate
covenant relief in a stressed credit environment. Given declining
EBITDA and thin interest coverage (EBITDA to interest was 1.2
times at 9/30/08), Station will face difficulty meeting its debt
service burden over the intermediate term.

Ratings downgraded:

   * Corporate Family rating to Caa3 from Caa2

   * $250 million six year bank term loan to B2 (LGD 2, 11%) from
     B1 (LGD 2, 11%)

   * $650 million six year revolving credit facility to B2 (LGD 2,
     11%) from B1 (LGD 2, 11%)

   * Senior unsecured notes to Caa3 (LGD 3, 49%) from Caa2 (LGD 3,
     49%)

   * Senior subordinated notes to Ca (LGD 5, 84%) from Caa3 (LGD
     5, 84%)

Rating upgraded:

   * Probability of Default to Caa3 from Ca

Rating Affirmed:

   * Speculative grade liquidity rating an SGL-4

Moody's last rating action on Station was the downgrade of its PDR
to Ca and placement of all ratings on review -- direction
uncertain on November 26, 2008.

The principal methodology used in rating Station Casinos, Inc. was
the Global Gaming rating methodology, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.

Station Casinos, Inc. wholly owns and operates 13 gaming and
entertainment facilities all located in Las Vegas, Nevada. The
company also holds 50% joint venture interests in five casinos and
manages several Native American gaming facilities.


STERLING BANCSHARES: Fitch Rates Preferred Stock at 'BB'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the preferred stock
issued by Sterling Bancshares, Inc. under the Treasury's Capital
Purchase Program (CPP). The CPP is one of the U.S. Government
programs established to help stabilize and restore confidence in
the U.S. banking system. For more on the CPP and other U.S.
Government programs, see Fitch's reports 'TARP Impact Positive for
Financial Institutions', dated Oct. 10, 2008, and 'US Government
Programs Stabilize and Strengthen US Banks', dated Oct. 20, 2008.

Ratings Assigned:

Sterling Bancshares, Inc.

   -- Preferred stock 'BB'.


STORM CAT: Aims to Auction Units' Assets by February 16
-------------------------------------------------------
Storm Cat Energy Corp., will ask the U.S. Bankruptcy Court for the
District of Colorado on Dec. 23 to approve an auction no later
than Feb. 16 for its subsidiaries' assets, Bill Rochelle of
Bloomberg News reports.  Storm Cat proposes a Jan. 30 deadline for
initial bids.

Storm Cat has not yet signed a purchase agreement with any bidder.

Storm Cat's U.S. based subsidiaries filed for Chapter 11
protection from creditors on November 10.  The petition
said assets are more than $100 million while debt is less than
$100 million.  The three largest unsecured creditors, all in the
oil field supply business, are owed a total of $10.6 million.

Storm Cat intends to file a reorganization plan with the
Bankruptcy Court soon as practicable.  The company said it has
engaged Parkman Whaling LLC for the purpose of assisting the
company in exploring strategic business alternatives well as
Alvarez & Marsal, a turnaround and restructuring firm, for the
purpose of assisting the company with its restructuring efforts.

               About Storm Cat Energy Corporation

Based in Alberta, Canada, Storm Cat Energy Corporation --
http://www.stormcatenergy.com/-- is engaged in the exploitation,
development and production of crude oil and natural gas with focus
on unconventional natural gas resources from coal seams, fractured
shales and tight sand formations.  The company's estimated proved
reserves as of Dec. 31, 2007, were 44.5 billion cubic feet of
natural gas of natural gas.  All of the drilling activities are
conducted on a contract basis with independent drilling
contractors.  The company's principal product is natural gas.  The
principal markets are natural gas marketing companies, utilities
and industrial or commercial end-users.

As reported by the Troubled Company Reporter on November 11, 2008,
Storm Cat Energy Corporation's U.S. subsidiaries filed for a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code.  Storm Cat Energy was not included
in the U.S. bankruptcy filing, nor did it file an application for
creditor protection under the Companies' Creditors Arrangement Act
in Canada.


TELEMETRIX INC: Files for Chapter 11 Bankruptcy in Colorado
-----------------------------------------------------------
Telemetrix Inc. along with its wholly-owned subsidiary Convey
Communications Inc. filed a voluntary petition under the
provisions of Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court in Denver, Colorado.

The company has taken these actions after determining that seeking
Chapter 11 bankruptcy protection is in the best interests of its
creditors, stockholders and other interested parties in light of
ongoing financial challenges and the inability to adequately fund
operations and obligations.

The company said it is a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Code and orders of the Court.

William W. Becker, Chief Executive Officer of Telemetrix, said,
"Over the past six months, Telemetrix has significantly improved
its expense management and streamlined its organizational
structure.  Unfortunately, the burden of Telemetrix's long-term
indebtedness, coupled with the lack of refinancing options in
today's constrained credit markets, have limited our ability to
restructure using out-of-court vehicles, leaving Telemetrix
with no alternative other than the actions announced today."

Mr Becker said that Patrick Kealy resigned as the company's
directors.  Mr. Kealy served as a director since December 2007.

During the bankruptcy proceedings, the company expects to sell its
key assets.  Proceeds from any transactions will be distributed to
the company's stakeholders, including its creditors.  Prior to the
sale process, the company could not forecast the amount of these
proceeds or whether the combination of sale proceeds will exceed
its liabilities.

The company said it could not predict whether or not any proceeds
will be distributed to shareholders.

The company has retained Weinman & Associates P.C. as bankruptcy
counsel.

The company has $428,025 in total assets and $12,154,060 in total
liabilities as of Sept. 30, 2008.  A full-text copy of the
company's Form 10-Q for the quarterly period ended Sept. 30, 2008,
is available for free at:

               http://ResearchArchives.com/t/s?3656

Headquartered in Boulder, Colorda, Telemetrix Inc. (Pink Sheets:
TLXT) provides telecommunications services including wireless
voice, data and short-messaging services.


TEXAS STUDENT: Moody's Junks Ratings on Series 2001 Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from B3, the
rating on Texas Student Housing Authority Student Housing Revenue
Bonds (Austin, Texas Project) Senior Series 2001A and has
downgraded the Junior Series 2001B bonds to C from Ca.  The
outlook on the senior bonds is negative.  The senior 2001A bonds
are insured by MBIA and carry the rating of Baa1.

                       Recent Developments

The occupancy at the project continues to be strong at 97.7% (as
of 12/8/2008).  However, because revenues are still well below the
levels at underwriting, the project is still facing severe
financial stress.  As of Nov. 21, 2008, funds in the 2001 A
principal and interest funds are insufficient to make the
January 1, 2009, debt service payment.  The balance in the 2001A
debt service reserve fund was $1,581,591 (as of 11/21/2008), which
exceeds the deficiency for the 1/1/2009 payment.  The Series 2001B
debt service reserve fund has been completely depleted.

The Caa3 rating on the senior debt reflects a tapped and
diminishing debt service reserve fund even though the project has
a history of strong occupancy.  The C rating on the 2001B bonds
reflects a depleted debt service reserve fund and the expectation
that 2001B bondholders will not likely receive any payment.

The negative outlook is because the revenue generated by the
project is insufficient to support the debt, the 2001A debt
service reserve fund is being depleted, and rent inflation in the
submarket is projected to be only 1.5% over the next three
calendar years (Torto Wheaton Research).

The last rating action was on January 31, 2007, when the B3 rating
on 2001A was affirmed and the 2001B rating was downgraded to Ca
from Caa2.  The principal methodology used in rating the bonds was
"Affordable Housing Methodology ", which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
rating process can also be found in the Credit Policy &
Methodologies directory.

Outlook

The negative outlook on Series 2001 A is because the revenue
generated by the project is insufficient to support the debt, the
2001A debt service reserve fund is being depleted, and rent
inflation in the submarket is projected to be only 1.5% over the
next three calendar years (Torto Wheaton Research).


TH AGRICULTURE: Committee Taps Frank/Gecker LLP as Counsel
----------------------------------------------------------
The official committee of unsecured creditors appointed in TH
Agriculture & Nutrition, L.L.C.'s bankruptcy case asks the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain Frances Gecker, Esq., Joseph D. Frank, Esq.,
and the attorney and staff of Frank/Gecker LLP ("F/G") as the
Committee's counsel, retroactive to Dec. 1, 2008.

The Committee tells the Court that F/G is already familiar with
the Debtor, having represented a group of law firms that was one
of the primary parties to the negotiation of the Debtor's
Prepackaged Plan, which was filed simultaneously with the filing
of the Debtor's Chapter 11 petition.  The Committee adds that F/G
also has extensive experience representing asbestos claimants'
committees in Chapter 11 cases.

As the Committee's counsel, F/G will:

  a. give the Committee legal advice with respect to its powers
     and duties in this case;

  b. if necessary, assist the Committee in its investigation of
     the acts, conduct, assets and insurance, liabilities,
     financial condition, and operation of the Debtor's business
     and any other matters relevant to the case;

  c. advise the Committee with respect to the confirmation of the
     Prepackaged Plan; and

  d. perform all other legal services as required.

As compensation for their services, F/G professionals bill:

     Professional                  Position     Hourly Rate
     ------------                  --------     -----------
     Frances Gecker, Esq.          Partner         $550
     Joseph D. Frank, Esq.         Partner         $550
     Fritz E. Freidinger, Esq.     Of Counsel      $450
     Micah R. Krohn, Esq.          Of Counsel      $375
     Jeremy C. Kleinman, Esq.      Associate       $325
     Zane L. Zielinski, Esq.       Associate       $275
     Reed A. Heiligman, Esq.       Associate       $230
     Will Cross                    Law Clerk       $180
     Christina S. Smith            Paralegal       $175
     Christina Carpenter           Paralegal       $145

Joseph D. Frank, Esq., a partner at F/G, assures the Court that
the firm does not hold or represent any interest adverse to the
Debtor or the Debtor's estate, and that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.  Mr. Frank adds that F/G has no connection
with the Debtor, the Debtor's creditors, or any other party in
interest in the office of the U.S. Trustee, except that Frances
Gecker serves as a trustee on the panel of Chapter 7 trustees for
the Northern District of Illinois.

                     About T H Agriculture

Headquartered in New York, T H Agriculture & Nutrition, L.L.C.
is engaged in the management of commercial real estate.  Prior to
1984, the Debtor was engaged in the develoment, manufacture, sale
and distribution of agricultural products and chemicals for
various industrial and agricultural applications.  As part of this
business, the Debtor sold and distributed asbestos.

The company filed for protection on Nov. 24, 2008 (Bankr.
S.D. N.Y. Case No. 08-14692).  Bruce R. Zirinsky, Esq., John H.
Bae, Esq., and Denise Penn, Esq., at Cadwalader, Wickersham & Taft
LLP, represent the Debtor as counsel.  The Debtor selected
American Securities Advisors LLC as financial advisor, The Claro
Group LLC as insurance consultant, Lewis & Bockius LLP as special
asbestos counsel, Dickstein Shapiro LLP as special insurance
counsel, and Kurtzman Caron Consultants LLC as claims agent.
Diana G. Adams, the U.S. Trustee for Region 2, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Chapter 11 cases of T H Agriculture & Nutrition L.L.C.

As of Aug. 31, 2008, the Debtor had $77,989,574 in total assets
and $576,762,896 in total liabilities.


THEATER XTREME: Files for Chapter 7 in Wilmington
-------------------------------------------------
Theater Xtreme Entertainment Group has filed for Chapter 7
protection with the U.S. Bankruptcy Court in the District of
Delaware (Bankr. D. Del. Case No. 08-13320), Bankruptcy Data
reports.

The company disclosed in a regulatory filing with the Securities
and Exchange Commission on December 5, 2008, that it has not
obtained a sufficient amount of funding to enable it to resume its
operations.  In light of current economic recessionary factors and
tight credit and capital markets, the company said it could make
any assurances that it will ever obtain such funding.  The company
discussed the matter with several of its major debt holders and
creditors in an attempt to formulate potential future courses of
action.

Xtreme Entertainment suspended operations and the employment of
all of its executive officers and employees effective as of the
close of business on December 2, 2008.  The company explained that
it has insufficient amount of cash on hand.  The company had hoped
that the suspension would be temporary.

On November 20, 2008, Theater Xtreme said it raised $795,000 in
investment capital by way of a senior unsecured convertible
debenture offering which closed in November 2008.  The net
proceeds to Theater Xtreme from the offering were approximately
$662,600 after attorney's fees, commissions, and expenses
allowances.  Allen, Goddard, McGowan, Pak & Partners, LLC served
as the financial representative for the offering.  No underwriters
were utilized in the offering.

On December 1, 2008, the company received a letter from Vincent P.
Pipia, whereby Mr. Pipia resigned as a member of the company's
board of directors effective November 24, 2008.

Theater Xtreme Entertainment Group, Inc. is a specialty retailer
of real movie theaters for the home.  Theater Xtreme operates one
company-owned store and has 10 franchises in 12 states.
Bankruptcy Data says the Debtor is represented by Tobey M. Daluz,
Esq., at Ballard Spahr Andrews & Ingersoll.

The company's balance sheet as of September 30, 2008, shows $1.9
million in total assets, $6.1 million in total liabilities,
resulting in $4.2 million in stockholders' deficit.


TRUE NORTH ENERGY: Posts $573,579 Net Loss in Qtr. Ended Oct. 31
----------------------------------------------------------------
True North Energy Corporation posted a net loss of $573,579 for
the three months ended October 31, 2008, on revenues of $274,987.

As of October 31, 2008, the company's balance sheet showed total
assets of $5,311,137, total debts of $4,496,910, and total
stockholders' equity of $814,227.

President and Chief Executive Officer John Folnovic relates that
in its report as of and for the year ended April 30, 2008, dated
July 29, 2008, the company's auditors, Malone and Bailey, PC,
expressed an opinion that there is substantial doubt about the
company's ability to continue as a going concern.  "We have
generated minimal revenues since our inception. We have an
accumulated deficit of $21,766,411 as of October 31, 2008."

According to Mr. Folnovic, the continuation of True North as a
going concern is dependent upon many factors including, but not
limited to, continued financial support from its shareholders,
receipt of additional financing when and as needed to finance its
ongoing business, and the attainment of profitable operations.

A full-text copy of the company's Quarterly Report is available
for free at: http://researcharchives.com/t/s?364a

                     About True North Energy

True North Energy Corporation is engaged in the acquisition,
exploration, development and production of oil and gas properties
in Alaska, Colorado and Texas.  It first became an oil and gas
exploration and development company in February 2006, but until
the September 19, 2007 closing of a Purchase and Sale Agreement
with Prime Natural Resources, Inc., had no developed reserves or
production, and had not realized any revenues from its operations.
The company was incorporated in Nevada in April 2004 under the
name Ameriprint International Ltd. to engage in the business of
providing printing and packaging solutions to entities of all
sizes and to specialize in providing templated, low cost, quality
printing of high volume, high turnover print materials.  True
North Energy conducted minimal operations in this area and
discontinued these operations in January 2006.


TRW AUTOMOTIVE: Moody's Lowers Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default of TRW Automotive, Inc. (TRW) to B1, the
ratings of the senior secured bank credit facilities to Ba1 from
Baa3, and the rating of the guaranteed senior unsecured notes to
B2 from Ba3.  In a related action the Speculative Grade Liquidity
Rating is lowered to SGL-3 from SGL-1.  The ratings remain under
review for downgrade.

The lowering of TRW's Corporate Family Rating to B1 incorporates
recently released lower North American production levels from the
Detroit-3 automobile manufacturers and their announcements of
dramatic production declines for the first quarter of 2009.
Significant production declines experienced by European automobile
manufactures in the second half of 2008 also are expected to
continue into 2009.  Moody's expects TRW's safety product focus,
and its strong geographic, customer and product diversification to
continue to help mitigate industry pressures.  However, the severe
global automotive production declines over the near term are
expected to continue to pressure TRW's credit metrics.

Moody's review will continue to assess the degree to which TRW
will be able to adjust its operating structure to contend with the
severe downturn in North American automotive markets and the
increasing likelihood of weaker demand in Europe.  These pressures
are expected to continue into 2009 and could result in further
pressure on the company's credit metrics.  Moody's expects TRW's
safety product focus, and its strong geographic, customer and
product diversification to continue to help mitigate industry
pressures.  For the LTM period ending September 26, 2008,
(calculated using Moody's standard adjustments), TRW's
EBIT/interest expense was approximately 2.5x, total Debt/EBITDA
was approximately 3.4x, and free cash flow was $351 million.
However, these metric are expected to significantly deteriorate
over the intermediate term.

TRW's liquidity rating of SGL- 3 reflects adequate liquidity over
the next twelve months.  The company's cash and cash equivalent
balances at September 26, 2008 were $511 million.  TRW had
approximately $830 million of availability under its $1.4 billion
revolving credit facilities.  While as of September 26, 2008, TRW
maintained ample covenant cushion under its bank credit
facilities, this cushion is expected to erode over the next twelve
months as the current operating challenges weaken TRW's operating
performance.  However, Moody's expects that the company will
remain in compliance with the borrowing agreement's financial
covenants over the near-term.  Alternative liquidity arrangements
will continue to be limited by the current bank liens over
substantially all of the company's assets.

These ratings lowered:

   -- Corporate Family Rating; to B1 from Ba2

   -- Probability of Default Rating; to B1 from Ba2

   -- $1.4 billion combined senior secured domestic and global
      revolving credit facilities, to Ba1 (LGD2, 15%) from Baa3
      (LGD2, 17);

   -- $600 million senior secured term loan A, to Ba1 (LGD2, 15%)
      from Baa3 (LGD2, 17%);

   -- $500 million senior secured term loan B, to Ba1 (LGD2, 15%)
      from Baa3 (LGD2, 17%);

   -- $500 million senior unsecured notes due 2014, to B2 (LGD5,
      70%) from Ba3 (LGD5, 72%);

   -- Euro 275 million senior unsecured notes due 2014 to B2
      (LGD5, 70%) from Ba3 (LGD5, 72%);

   -- $600 million senior unsecured notes due 2017 to B2 (LGD5,
      70%) from Ba3 (LGD5, 72%);

   -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-1

The last rating action was on October 7, 2008, when ratings were
placed under review for down grade.

The principal methodology used in rating TRW was the Global Auto
Supplier Industry Methodology, which can be found at
http://www.moodys.comin the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory.  Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.


TWO TOWERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Two Towers, LLC
        151 Wymore Road, Suite 2100
        Altamonte Springs, FL 32714

Bankruptcy Case No.: 08-11939

Chapter 11 Petition Date: December 15, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Frank M. Wolff, Esq.
                  fwolff@whmh.com
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
M&I Bank                                         $1,247,538
PO Box 3114
Milwaukee, WI 53201

Fairwinds                      business debt     $49,627
150 Cranes Roost Blvd.
Suite 1230
Altamonte Springs, FL 32701

Structural Waterproofing       business debt     $38,290
PO Box 140
Winter Park, FL 32789

Simon Roofing                  business debt     $31,924

Spectra                        business debt     $22,043

Trane                          business debt     $20,810

Realty Capital TCN             business debt     $13,176

J&G Drywall                    business debt     $10,000

General Elevator               business debt     $9,309

Westbrook                      business debt     $5,373

Scearce Satcher & Jung         business debt     $3,700

Ceiling Pro                    business debt     $3,629

Firetronics                    business debt     $3,472

Hicks Electric                 business debt     $3,107

Embarq                         business debt     $2,522

Carpenters Art                 business debt     $2,397

Hank Lowry                     business debt     $2,157

Mid Florida Locksmith          business debt     $1,764

Skyline                        business debt     $1,607

CATO                           business debt     $1,459

The petition was signed by manager Matthew Shane Englett.


VALEO INVESTMENT: S&P Upgrades Rating on Class A-2 Notes to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 notes issued by Valeo Investment Grade CDO II Ltd., a cash
flow arbitrage corporate high-yield collateralized bond obligation
(CBO) transaction.

The raised rating reflects factors that have positively affected
the credit enhancement available to support the rated notes since
Standard & Poor's last reviewed the transaction in April 2004.
These factors include paydowns on the class A-1 notes totaling
$196.4 million since the last review.  The paydowns have resulted
in increased credit support to the class A-2 notes, as reflected
by an increase in the class A overcollateralization ratio to
111.55%, compared with 105.41% at the time of the last review, and
an increase in the class B overcollateralization ratio to 102.73%
from 100.43%.


   RATING RAISED

   Valeo Investment Grade CDO II Ltd.

             Rating                    Balance   (mil. $)
   Class     To     From              Original    Current
   -----     --     ----              --------   --------
   A-2       BB+    BB                   18.50      18.50

   OTHER OUTSTANDING RATING

   Valeo Investment Grade CDO II Ltd.

   Class      Rating
   -----      ------
   A-1        AAA/Watch Neg

   TRANSACTION INFORMATION
   -----------------------
   Issuer:             Valeo Investment Grade CDO II Ltd.
   Collateral manager: Deerfield Capital Management LLC
   Underwriter:        Credit Suisse
   Indenture trustee:  JPMorgan Chase Bank N.A.
   Insurance provider: Financial Security Assurance Inc.
   Swap counterparty:  Credit Suisse International
   Transaction type:   Cash flow arbitrage corp. high-yield CBO


   TRANCHE                            PRIOR      CURRENT
   INFORMATION                        ACTION     ACTION
   -----------                        ------     -------
   Date (MM/YYYY)                     04/2004    12/2008*

   Class A O/C ratio (%)              105.41     111.55
   Class A O/C ratio min. (%)         104.20     104.20
   Class B O/C ratio (%)              100.43     102.73
   Class B O/C ratio min. (%)         101.10     101.10

   O/C -- Overcollateralization.

   * The current period's numbers are based on the trustee
     report dated Oct. 22, 2008.


VALUE CITY: Committee Allowed to Retain Otterbourg as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors appointed in Value
City's Chapter 11 cases obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Otterbourg
Steindler Houston & Rosen PC as counsel.

The Bankruptcy Court allowed the retention on the condition that
the firm not be involved in any matter relating to the
prebankruptcy lenders, the liquidators, or Value City's owners,
according to Bloomberg News' Bill Rochelle.

The Bankruptcy Court, Mr. Rochelle notes, approved the retention
despite the U.S. Trustee's assertions of conflicts of interest.
The U.S. Trustee noted that the Debtor has connections with Value
City's owners, the liquidators, and some of the bank lenders.

As reported by the Troubled Company Reporter on November 25, Judge
James M. Peck granted Value City permission to conduct going-out-
of-business sales to be managed by liquidator and financial
consultant Tiger Capital Group LLC.  Value City has obtained
approval on a final basis to borrow up to $40 million in debtor-
in-possession financing from lenders National City Business Credit
Inc. and Wells Fargo Retail Finance LLC.

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has
named a nine-member official committee of unsecured creditors.
When the Debtors filed for protection from their creditors,
they listed assets and debts between $100 million and
$500 million each.


VALUE CITY: To Liquidate All Assets of 37 Department Stores
-----------------------------------------------------------
Value City said that JG Resources and The Gordon Company are
conducting store fixture liquidation sales at 37 Selected Value
City(R) Department Stores in 12 States.

Value City(R) stores are not affiliated with the Value City
Furniture company.

"There are still incredible buys remaining at each of the 37
locations," says Jim Grimwade, chief executive of JG Resources.
"But they won't last forever," He notes.  "There are only days
left until all doors are closed forever and everything must be
sold down to the bare walls," He continues.

From Monday to Saturday, sale hours are from 10:00 a.m. to 7:00
p.m., and 11:00 a.m. to 4:00 p.m. on Sunday.

A complete list of liquidation sale locations and a sample
inventory of fixtures available at each of the 37 stores is
available at: http://www.JGResource.comand
http://www.gordonco.com.

                         About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has
named a nine-member official committee of unsecured creditors.
When the Debtors filed for protection from their creditors,
they listed assets and debts between $100 million and
$500 million each


VICORP RESTAURANTS: Asks Court to Limit Notices on Asset Sale
-------------------------------------------------------------
Bankruptcy Data reports that the U.S. Bankruptcy Court for the
District of Delaware approved VICORP Restaurants' request to
shorten the notice related to the Debtors' bid for an order:

   -- approving bidding procedure for the sale of substantially
      all of their assets,

   -- approving the form and manner of notice of the sale and
      assumption and assignment of executory contracts and lease,

   -- approving the form of asset purchase agreement,

   -- approving related bidding protections, break-up fee and
      expense reimbursement,

   -- approving and authorizing sale of substantially all of the
      Debtors assets to the highest and best bidder free and clear
      of all liens, interest, claim and encumbrances pursuant to
      Section 105, 363, and 365 of the Bankruptcy Code,

   -- waiving the requirements of Rules 6004(g) and 6006(d) of the
      Federal Rules of Bankruptcy Procedure,

   -- setting auction and hearing dates, and

   -- (VIII) granting related relief.

As reported by the Troubled Company Reporter on December 8, 2008,
the Court extended VICORP Restaurants and VI Acq uisition Corp.'s
exclusive
periods to:

  a) file a plan through and including March 2, 2009; and

  b) solicit acceptances of said plan through and including
     April 30, 2009.

The Debtors told the Court that they have focused on selling all
or substantially all of their assets but has not yet had the
opportunity to explore fully all potential avenues for a sale of
all or substantially all of their assets to formulate a Chapter 11
plan.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VICORP RESTAURANTS: To Sell Most of Assets for $59 Million
----------------------------------------------------------
Vicorp. Restaurants Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve at the Dec. 22 hearing procedures
for the sale of substantially all its assets to a group by
Fidelity National Special Opportunities Inc. and Newport Global
Advisors, or to another party at an auction.

According to Bloomberg's Bill Rochelle, in accordance with its
agreement with its DIP lenders, Vicorp has signed a letter of
intent with Fidelity/Newport to sell most of its assets for $59
million in cash.  The sale will be subject to higher and better
offers at an auction.  Vicorp contemplates this schedule:

   -- deadline for competing bids will be January 9.

   -- an auction will be held Jan. 13 if multiple bids are
      received by the bid deadline.

   -- Vicorp will present the results of the auction at the
      Jan.  16 sale hearing.

Vicorp proposes that the initial purchase price offered by a
Qualified Bidder must be in U.S. dollars and for an aggregate
purchase price of at least $62,050,000.

The Qualified Bid must be accompanied by a certified or bank check
or wire transfer payable to the Debtors or for the Debtors'
benefit for $1,000,000, such funds representing a refundable
earnest money deposit to be held in escrow and applied toward the
purchase price if the Qualified Bid is accepted and the sale of
the Purchased Assets is approved by the Bankruptcy Court or
immediately returned to the Qualified Bidder if the Qualified
Bidder is not designated as the Successful Bidder or the Back-Up
Bidder at the conclusion of the Auction

According to Mr. Rochelle, the purchase price offered by
Fidelity/Newport is to cover senior secured debt, the cost of
curing lease arrears, administrative costs and professional fees.
In addition, Vicorp's creditors will receive warrants to buy 10%
of the common stock in the new company.  Bloomberg adds that the
assets being purchased include lawsuits belonging to Vicorp.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VINEYARD CHRISTIAN: Files Chapter 11 Plan of Reorganization
-----------------------------------------------------------
Vineyard Christian Fellowship of Malibu filed with the U.S.
Bankruptcy Court for the Central District of California a Chapter
11 Plan of Reorganization.

                       Funding of the Plan

Distributions under the Plan will be sourced from the proceeds of
the sale of all or substantially all of the Debtor's assets
including the Debtor's right, title and interest on a real
property located at 23825 Stuart Ranch Road, Malibu, California
and improvements on the property, sound recording and lighting
equipment, furniture, and other miscellaneous assets to a third-
party buyer, for cash consideration within 180 days of the
Effective Date of Plan, which is the date that is the eleventh
business day after the entry of an Order confirming the Plan.

If the Real Property is not sold by the date that is 60 days after
the Effective Date, the Debtor will hire an auctioneer to conduct
an auction for the sale of the Real Property.  No payments will be
made to creditors between the Effective Date and the sale of the
Real Property.

The reorganized Debtor shall act as the disbursing agent for the
purpose of making all distributions provided under the Plan.

              Classes and Treatments Under the Plan

The Plan divides the various claims and interests into 8 Classes,
all of which are impaired.  The Plan provides the treatment each
class will receive under the Plan:

Administrative expenses and priority tax claims are not classified
because they are automatically entitled to specific treatment
provided for them in the Bankruptcy Code.  Administrative claims,
including professional fees and quarterly fees accruing to the
U.S. Trustee, shall be paid in full.  Priority tax claims shall be
paid in full 30 days after closing of the sale of the Debtor's
Real Property.

The Secured claim of the Los Angeles County Collector.  Under
Class 1, and the Secured claim of Marshall Investments Corp.,
under Class 2, will be paid in full from the sale proceeds of the
Real Property within 10 days after entry of final non-appealable
order allowing their respective claims.

The Secured claim of Westminster Financial Corp., under Class 3,
the Secured claim of the Avery Family Revocable Trust dated
July 15, 1999, et al., under Class 4, the Secured Claim of Juergen
Schoellkopf, under Class 5, and the Mechanic's lien claim of EPD
Construction, under Class 6, will be paid in full with
postpetition interest at the predefault contract rate on closing
of sale of the Real Propery.

Priority unsecured claims pursuant to Sec. 507(a)(4) of the
Bankruptcy Code, under Class 7, will be paid in full in cash with
postpetition interest at the federal post-judgment rate 30 days
after closing of the Real Property.

General unsecured claims, under Class 8, will receive the pro rata
distribution of the Real Property after payment of all closing
costs, administrative claims, claims in Classes 1 to 7, inclusive,
not to exceed payment in full of allowed amounts including
postpetition interest at the federal post-judgment rate.

The Debtor has no interest holders because the Debtor is a
nonprofit religious corporation.  Thus, residual proceeds from the
sale of the Debtor's assets after the payment in full of each of
the holders of allowed claims under Classes 1 through 8, if any,
will be paid to the reorganized Debtor on the Effective Date.

A full-text copy of the Debtor's Chapter 11 Plan of Reorganization
is available for free at http://researcharchives.com/t/s?364d

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.


VINEYARD CHRISTIAN: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Vineyard Christian Fellowship of Malibu filed with the U.S.
Bankruptcy Court for the Central District of California, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $27,600,000
  B. Personal Property
  C. Property Claimed as
     Exempt                        $6,744,046
  D. Creditors Holding
     Secured Claims                              $14,664,388
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $44,263
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $3,961,431
                                  -----------    -----------
     TOTAL                        $34,344,046    $18,670,082

Malibu, California-based Vineyard Christian Fellowship of Malibu
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C. D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.


VOLUME SERVICES: Moody's Reviews Junk Ratings Direction Uncertain
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Volume Services
America, Inc.'s (VSA) including the Corporate Family Rating of
Caa1, on review -- direction uncertain.  The rating action
reflects the uncertainty of the outcome of the intended sale of
the business, its current and future capital structure, as well as
the company's going concern ability in the near term as it entered
into seventh amendment to its credit agreement recently as
disclosed in its latest 10Q filing.  Concurrently, the rating
agency affirmed VSA's Speculative Grade Liquidity rating at SGL-4.

The seventh amendment would allow the company to proceed with its
merger agreement in connection with an acquisition by an affiliate
of Kohlberg & Company (Kohlberg) as announced earlier without
triggering an otherwise covenant default event in the credit
agreement.  Without the amendment, VSA would not have been able to
comply with its financial covenants beginning in September 2008.
The amendment is conditioned on the consummation of the purchase
transaction which is expected to close in the first quarter 2009.
Per the amendment, if the merger is not consummated by February
28, 2009, or terminates, the amendment will be no longer effective
and VSA will be in default under the credit agreement, in which
case the company's ratings would be downgraded.

Conversely, if the transaction does transpire and would result in
a significant reduction in debt and interest burden along with
likely sustained improvement in cash flow and capital structure,
the review could be concluded with a more favorable outcome and
subsequently, existing ratings would be withdrawn upon the change
of control.

Moody's review will focus on VSA's ability to close the
transaction and its on-going liquidity.

Ratings on review with direction uncertain:

  * Corporate Family Rating at Caa1

  * Probability of Default Rating at Caa1

  * Senior Secured Credit Facilities at B3 (LGD3, 35%)

Rating affirmed:

  * Speculative Liquidity Rating of SGL-4

The last rating action was on May 9, 2008 when VSA's CFR was
downgraded to Caa1 from B3.

The principal methodology used in rating VSA was Rating
Methodology for Global Business and Consumer Service Industry,
which can be found at http://www.moodys.comin the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory.  Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Credit Policy & Methodologies directory.

Volume Services America, Inc. is the rated subsidiary of
Centerplate, Inc. (Centerplate, CVP) which operates concession,
catering and merchandise services in sports facilities, convention
centers and other entertainment facilities.  Centerplate, the
ultimate parent of Volume Services, Inc. and Service America
Corporation, has its principal executive office in Stamford,
Connecticut and a corporate office in Spartanburg, South Carolina.
Through these subsidiaries, Centerplate generated revenues
totaling approximately $741 million during fiscal 2007.


WACHOVIA BANK: S&P Affirms Low-B Ratings on Six Classes of Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 17
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C7.

According to S&P: "The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.

"As of the Nov. 17, 2008, remittance report, the collateral pool
consisted of 111 loans with an aggregate trust balance of $859
million, down from 126 loans totaling $1.01 billion at issuance.
The master servicer, Wachovia Bank N.A. (Wachovia), reported
financial information for 94% of the pool, excluding the defeased
loans ($110 million, 13%), 89% of which was full-year 2007 data.
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.99x for the pool, up from 1.79x at issuance.
There are no delinquent loans in the pool and one loan was with
the special servicer until December 2008.  There are nine loans
totaling $178.2 million (21%) that mature in 2010. The largest of
these is the Regency Square Mall loan (6%, described below). The
Downtown Short Pump loan (2%), is the only full-term interest-only
loan.  Most of the other remaining loans are 10-year loans on 30-
year amortization schedules.

"The trust has incurred two losses totaling $7,000,317 to date.
Based on information from the special servicer, ING Clarion
Capital Loan Services LLC (ING), the trust is expected to receive
$2.5 million in proceeds from a combination of operating cash from
the two liquidated properties and insurance proceeds related to a
fire at one of the assets.  We anticipate that when the
$2.5 million loss is distributed to the trust, it will have the
effect of writing up the balance of class P.  The affirmed ratings
on the two subordinate classes reflect this expectation.

"The top 10 loans have an aggregate outstanding balance of
$324 million (39%) and a weighted average DSC of 1.82x, compared
with 1.83x at issuance. The DSC calculations do not include the
third-largest loan, which has not reported financial information.
The property securing the loan is 100% occupied by the Santa Clara
County Department of Child Support Services through December 2012.
Standard & Poor's reviewed property inspections provided by
Wachovia for nine of the top 10 loan exposures.  Eight were
characterized as "good" and one was characterized as 'excellent'.

"Three of the top 10 loans had credit characteristics consistent
with those of investment-grade obligations at issuance.  Details
on the one loan that continues have credit characteristics
consistent with those of an investment-grade rated obligation are:

     -- The second-largest loan in the pool, the Regency Square
        Mall, has a trust balance of $47.4 million and a whole-
        loan balance of $94.8 million.  A $47.4 million pari
        passu portion of the loan is not included in the trust
        and secures the certificates in the Wachovia Bank
        Commercial Mortgage Trust 2003-C8 transaction.  The loan
        is secured by 938,031 sq. ft. of a 1.45 million-sq.-ft.
        enclosed regional mall in Jacksonville, Fla.  The
        property was built in 1967 and was last renovated in
        2001.  Occupancy was 91% as of June 2008.  Standard &
        Poor's adjusted net cash flow (NCF) is 15% lower than its
        level at issuance, primarily due to higher expenses.

"Details of the two loans whose credit characteristics are no
longer consistent with investment-grade rated obligations are:

     -- Columbia Place Mall is the fourth-largest loan in the
        pool with a trust balance of $30.2 million (4%).  The
        loan is secured by 382,403 sq. ft. of a 1.1 million-sq.-
        ft. regional mall in Columbia, S.C.  Occupancy was 92.5%
        as of June 30, 2008, down from 94% at issuance.
        Dillard's, one of the mall anchors that is not part of
        the collateral, recently vacated its space.  There is
        also a Steve & Barry's at the property that will be
        closing.  Standard & Poor's adjusted NCF is 10% below its
        level at issuance.

     -- Downtown Short Pump, the 11th-largest loan, has a trust
        balance of $18.5 million (2%).  This loan is secured by a
        126,055-sq.-ft. anchored retail center in Richmond, Va.
        A 55,534-sq.-ft. Regal Cinema (BB-/Negative/--) and a
        26,772-sq.-ft. Barnes & Noble (not rated) anchor the
        property.  Occupancy was 88% as of Sept. 30, 2008, down
        from 100% at issuance.  Standard & Poor's adjusted NCF is
        below its level at issuance primarily because of the
        decline in occupancy.

"There are five loans ($10 million, 1%) in the pool that have
reported low DSC, three of which are credit concerns.  The three
loans that are credit concerns are secured by retail and
multifamily properties, have an average balance of $2 million, and
have experienced a weighted average decline in DSC of 42% since
issuance.  The collateral properties have experienced a
combination of declining occupancy and higher operating expenses
since issuance, and we do not expect DSC to improve significantly
in the near future.

"Wachovia reported a watchlist of nine loans ($24 million, 3%).
The largest loan on the watchlist is the Westech Business Center
($4.7 million, 0.6%), which is secured by a 51,552-sq. ft.,
multitenant industrial property in Las Vegas, Nev.  The property
was built in 2002.  The loan was placed on the watchlist because
of several expiring and soon-to-expire leases.  Occupancy at the
center had declined to 87% as of September 2008 from 100%.
Despite the decline in occupancy, Standard & Poor's estimates that
the DSC for the loan is greater than 1.0x.  The DSC was 1.86x in
2007.  The remaining loans are on the watchlist primarily because
of low occupancy or a decline in DSC since issuance.  None of the
remaining eight loans on the watchlist have a balance of more than
$4.5 million, or 0.6% of the pool.

"The Acacia Court loan ($10.5 million, 1.2%), secured by a
105,093-sq.-ft. office property in Tempe, Ariz., was with the
special servicer until December 2008.  The loan had been
transferred to ING on July 24, 2008, due to imminent default
because of the borrower's inability to refinance the property
before its maturity date.  The special servicer has since approved
a six-month extension of the loan and the loan has been returned
to the master servicer.  As of June 2008, the loan reported a DSC
of 1.35x and the property had an occupancy of 89%.

"Standard & Poor'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 affirmed ratings."

RATINGS AFFIRMED

   Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C7

   Class     Rating        Credit enhancement (%)
   -----     ------        ----------------------
   A-1       AAA                            20.59
   A-2       AAA                            20.59
   B         AAA                            17.27
   C         AA+                            15.92
   D         AA                             12.90
   E         AA-                            11.24
   F         A                               9.12
   G         A-                              7.62
   H         BBB                             5.80
   J         BB+                             4.45
   K         BB                              3.69
   L         BB-                             2.94
   M         B+                              2.33
   N         B                               1.73
   O         B-                              1.28
   X-C       AAA                              N/A
   X-P       AAA                              N/A


WACHOVIA BANK: S&P Ups Low-B Ratings on Six Classes of Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2003-C4.
"Concurrently, we affirmed our ratings on nine other classes from
the same series," S&P said.

"The upgrades reflect increased credit enhancement levels
resulting from a 27% paydown in the mortgage pool balance since
issuance. The affirmations reflect credit enhancement levels that
provide adequate support through various stress scenarios.

"As of the Nov. 17, 2008, remittance report, the collateral pool
consisted of 123 loans with an aggregate trust balance of
$653.4 million, compared with 140 loans totaling $891.8 million at
issuance.  Fourteen percent ($90.1 million) of the pool has been
defeased.  The master servicer, Wachovia Bank N.A., reported
financial information for 96.8% of the pool, excluding the
defeased loans; 92% of the servicer-reported information was year-
end 2007 or interim-2008 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.57x, compared with 1.47x at issuance.  There
are no loans with the special servicer, and all of the loans in
the pool are current.  To date, the trust has not incurred any
losses.

"Five loans ($35.3 million, 5%) in the pool have seven-year terms
and will mature within the next 18 months.  Four of the five loans
($34.9 million) are defeased, and the remaining loan ($453,346) is
secured by a retail property in Santa Barbara, Calif., that is
100% occupied by Rite Aid. The reported DSC was 1.77x as of year-
end 2006.

"The top 10 loans have an aggregate outstanding balance of $183.6
million (28%) and a weighted average DSC of 1.72x, up from 1.51x
at issuance.  The third-, sixth-, and seventh-largest loans appear
on the watchlist.  Standard & Poor's reviewed property inspections
provided by the master servicer for nine of the assets underlying
the top 10 loans.  All were characterized as 'good'.

"Five loans ($13.6 million) in the pool have reported low DSCs,
and three of them are credit concerns.  These three loans are
secured by multifamily properties and a mobile-home park with an
average balance of $2.7 million, and they have experienced a
weighted average decline in DSC of 43% since issuance.  The
properties have experienced a combination of declining occupancy
and higher operating expenses since issuance, and we do not expect
their DSCs to improve in the near future.

"Wachovia reported a watchlist of 28 loans ($132.9 million, 20%).
The Dogwood Festival Market loan is the third-largest exposure
($23.3 million, 4%) and is secured by a 187,523-sq.-ft. anchored
retail center in Flowood, Miss.  The loan appears on the watchlist
because the property reported a DSC of 1.0x for the six-month
period ended June 30, 2008.  The decline in DSC was attributed to
a $450,000 repair planed for the parking lot.  In addition, the
largest tenant in the property (occupying 17% of the net rentable
area) is Linens 'N Things; these stores are currently being
liquidated after the company's bankruptcy filing.

"The sixth-largest loan, AmCap - 80th & Wadsworth ($15.4 million,
2%), is secured by a 136,191-sq.-ft. grocery-anchored retail
property in Arvada, Colo.  The loan appears on the watchlist
because the reported DSC was 1.08x for the six-month period ended
June 30, 2008.  The servicer reported that occupancy fell 6%
during the first half of the year, but the borrower has since re-
leased the space.  Occupancy was 92% as of June 30, 2008.  The
property is anchored by King Soopers.  The lease expires in
November 2009.

"The seventh-largest loan, Cambridge Square & Park Manor Portfolio
($13.3 million, 2%), is secured by two student housing properties
in DeKalb, Ill., with a total of 207 units.  The loan appears on
the watchlist due to deferred maintenance in one of the
properties.  For the six-month period ended June 30, 2008, the DSC
was 1.69x and occupancy was 100%.

"Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed
ratings."

   * RATINGS RAISED

   Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C4

               Rating
   Class     To      From   Credit enhancement (%)
   -----     --      ----   ----------------------
   G         A       A-                      12.63
   H         A-      BBB+                    10.75
   J         BBB-    BB+                      7.68
   K         BB+     BB                       6.31
   L         BB      BB-                      5.29
   M         BB-     B+                       4.27
   N         B+      B                        4.09
   O         B       B-                       3.41

   * RATINGS AFFIRMED

   Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C4

   Class    Rating       Credit enhancement (%)
   -----    ------       ----------------------
   A-2      AAA                           28.66
   A-1A     AAA                           28.66
   B        AAA                           23.37
   C        AA+                           21.67
   D        AA                            18.26
   E        AA-                           16.38
   F        A+                            14.50
   X-C      AAA                             N/A
   X-P      AAA                             N/A

   N/A -- Not applicable.


WASHINGTON MUTUAL: Moody's Withdraws Junk Ratings
-------------------------------------------------
Moody's Investors Service withdrew its ratings on Washington
Mutual Inc.'s (WaMu Inc) senior debt (rated Ca), subordinate debt
(rated C) and preferred stock (rated C).  Additionally the ratings
on Washington Mutual Bank's (WaMu Bank) senior and subordinate
debt (both rated C) were withdrawn.

The ratings were withdrawn as WaMu Inc. is in bankruptcy and WaMu
Bank is in FDIC receivership.

On September 25, 2008 the purchase of substantially all of the
assets and the assumption of all the deposits and certain other
liabilities of the thrift subsidiaries of WaMu Inc. by JP Morgan
Chase Bank N.A. (JPM, rated Aaa for deposits) was completed in a
transaction facilitated by the Federal Deposit Insurance
Corporation (FDIC).  Immediately prior to the purchase, the Office
of Thrift Supervision closed WaMu Bank and appointed the FDIC as
the receiver.  JPM did not assume the senior bank notes or
subordinate bank notes of WaMu Bank.  JPM also did not acquire any
assets or assume any liabilities of WaMu Inc.  WaMu Inc. filed for
Chapter 11 bankruptcy on September 26, 2008.

The bank financial strength ratings of WaMu Bank and Washington
Mutual Bank FSB, as well as the ratings of both thrifts for
deposits, issuer and other senior obligations were withdrawn in
conjunction with the FDIC assisted transaction reflecting the
closing of both institutions, and the assumption of all of their
outstanding non-debt obligations by JPM.

The last rating actions on WaMu Inc. and WaMu Bank were taken on
December 9, 2008, when Moody's downgraded Wamu Inc.'s senior debt
to Ca from Caa2 and WaMu Bank's senior debt to C from Ca.

Outlook Actions:

   Issuer: Bank United

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Providian Capital I

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Providian Financial Corporation

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Bank

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Capital Trust 2001

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Preferred Funding Trust I

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Preferred Funding Trust II

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Preferred Funding Trust III

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual Preferred Funding Trust IV

   -- Outlook, Changed To Rating Withdrawn From Stable

   Issuer: Washington Mutual, Inc.

   -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   Issuer: Bank United

   -- Subordinate Regular Bond/Debenture, Withdrawn, previously
      rated C

   Issuer: Providian Capital I

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Providian Financial Corporation

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn,
      previously rated Ca

   Issuer: Washington Mutual Bank

   -- Multiple Seniority Bank Note Program, Withdrawn, previously
      rated C

   -- Subordinate Regular Bond/Debenture, Withdrawn, previously
      rated C

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated C

   Issuer: Washington Mutual Capital Trust 2001

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual Preferred Funding Trust I

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual Preferred Funding Trust II

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual Preferred Funding Trust III

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual Preferred Funding Trust IV

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   Issuer: Washington Mutual, Inc.

   -- Multiple Seniority Shelf, Withdrawn, previously rated
      (P)C,(P)Ca

   -- Preferred Stock Preferred Stock, Withdrawn, previously
      rated C

   -- Subordinate Regular Bond/Debenture, Withdrawn, previously
      rated C

   -- Senior Subordinated Regular Bond/Debenture, Withdrawn,
      previously rated C

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated Ca


WASHINGTON MUTUAL: U.S. Trustee & Panel Object to Asset Sale
------------------------------------------------------------
American Bankruptcy Institute reports that unsecured creditors and
the United States Trustee object, on a limited basis, to the
request of Washington Mutual to sell off some of its investment
assets ahead of a hearing scheduled for this week, the report
says.

As reported by the Troubled Company Reporter on November 26, 2008,
Washington Mutual informed the the U.S. Bankruptcy Court for the
District of Delaware that it has ascertained to liquidate (i)
certain of its investments held by its "Strategic Capital Fund,"
which comprised of certain equity interests and (ii) its interest,
as a limited partner in 10 venture capital funds.

                      The LP Investments

WaMu is a limited partner in 10 venture capital funds, each of
which is governed by a limited partnership agreement that
required WaMu to contribute $36.5 million in the aggregate.
As of November 21, 2008, WaMu has contributed approximately
$27.8 million under the LP Agreements.

                    Preferred & Common Stock

WaMu, through the Strategic Capital Fund, also holds these equity
interests:

  (a) Series A and Series B preferred stock of WaveLink
      Corporation, in the face amount of $1 million and $4.35
      million;

  (b) Series E preferred stock of Financial Engines, Inc., in
      the face amount of $5 million; and

  (c) Common Stock of Isilon Systems, Inc.

The SCF is an asset of WaMu and is not a separate legal entity.
Capital contributions by WaMu to investments held by the SCF are
funded from WaMu's general operating accounts.

                 Capital Contribution Process

Each LP Investment activity is directed by Fund's general
partner, which identifies and determines favorable investment
opportunities.  The General Partner will request that limited
partners, including WaMu, to contribute capital to the
partnership to finance the Investment.

When a Capital Call is made, the Limited Partner is required to
remit requested funds to the General Partner in an amount not to
exceed their Capital Commitment.  A limited partner's failure to
satisfy a Capital Call may impact the value of the limited
partner's investment.

                         Sale Procedures

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that WaMu has begun to solicit
offers for the purchase of the Investments, in whole or in part,
from other limited partners and other interested parties.

To ensure maximum value for, and to allow the expeditious sale
of, the Investments, WaMu proposed certain sale procedures.

The Debtors do not believe that any liens, claims or encumbrances
on the Investments exist.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Inc. Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: To Assign Pacts to JPM; U.S. Trustee Objects
---------------------------------------------------------------
Washington Mutual, Inc., asked the U.S. Bankruptcy Court for the
District of Delaware to approve its agreement to transfer to
JPMorgan Chase Bank, N.A., as acquirer of Washington Mutual Bank,
150 separate agreements relating to leased properties, goods,
services, or license software that benefit WMB.

The Stipulation essentially (i) facilitates the transfer of the
Services to JPMorgan, (ii) requires JPMorgan to pay for the
Services since the Petition Date, and (iii) allows the
Debtors to use any new contracts negotiated by JPMorgan to
mitigate any damage claims filed by vendors for the rejection of
their Contracts.

In response, Roberta A. DeAngelis, acting United States Trustee
for Region 3, says that while the Debtors have indicated that a
notice of the request has been provided to certain parties, it is
unclear about, and did not expressly provide for, the inclusion
of contract counterparties whose rights are affected by their
request.

Ms. DeAngelis notes that there should not be any pre-judgment
regarding issues relating to the sealing of the Vendor Contracts
and certain confidential information.  Rather, she says, contract
sealing "should be reserved for the time as when a party-in-
interest seeks to file a Vendor Contract and/or alleged
Confidential Information under seal."

IBM Corporation, for its part, says that the Debtors' request is
unclear if its Contracts or rights, if any, are being affected.
IBM thus proposes that the Debtors file, no later than Dec. 16,
2008, a list of all Contracts that are the subject of the Motion,
and that all Vendors on that List should be afforded an
opportunity to object to the Request.  All notices with respect
to the Request must be served on the affected Vendors.
Furthermore, in no event should JPMorgan's removal of a Contract
from the List be deemed a rejection of the Contract under Section
365 of the Bankruptcy Code, IBM asserts.

IBM adds that "[t]he Request should not in any way grant JPMorgan
greater rights in the Contracts than that of a third party
beneficiary, and JPMorgan must undertake to perform both the
Debtors' monetary and the non-monetary obligations under the
Contracts, [including] the obligation to hold sensitive
information confidential."

IBM says that while the Bankruptcy Code permits the Debtors time
in which to make decisions to assume or reject executory
contracts, it creates no right for JPMorgan to "indefinitely
receive the benefits of the Contracts" in favor of third parties.
In this regard, IBM avers, the time within which JPMorgan must
act to effectively assume or reject the Contracts should be fixed
to coincide with JPMorgan's deadlines relating to the assumption
or rejection of WaMu's Contracts in the Receivership.

In separate filings, Concur Technologies, Inc., Microsoft
Corporation and its affiliate Microsoft Licensing, GP, and ADT
Security Services, Inc., maintain that the Stipulation should
ensure that their rights and remedies as counterparties to the
Contracts are unimpaired.

The Vendors insist that the Stipulation should not:

   (i) impose on the Vendors any obligations that do not already
       exist under the Contracts;

  (ii) modify the terms of the Contracts in any way; and

(iii) prejudice the Counterparties whether under the Agreement
       or pursuant to Sections 362 and 365 of the Bankruptcy
       Code.

ADT notes that as of December 9, 2008, it is owed more than
$1 million with respect to the services it provided to the
Debtors under the Agreement.

Meanwhile, AT&T Corp. says that due to the highly competitive
business environment for telecommunications services, it does not
disclose to third parties agreement terms with the Debtors.  In
this regard, AT&T is concerned that its direct competitor,
Verizon, is a member of the Official Committee of Unsecured
Creditors to whom the Debtors will provide copies of Contracts
pursuant to the Stipulation.  AT&T thus seeks that the Debtors
and JPMorgan be prevented from disclosing to Verizon or any other
competitor any agreements, confidential information, and pricing
information with respect to old and new AT&T Agreements.

AT&T adds that absent its consent, mitigation or reduction of
AT&T's claims with respect to the rejection of its contracts, if
any, must be subject to the Court's approval.

The Court will convene a hearing on December 16, 2008, to
consider approval of the Debtors' request.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WEIGHT WATCHERS: President-Naco Acquires 60,938 Shares
------------------------------------------------------
Steven McCormik, Weight Watchers International Inc.'s president-
NACO disclosed in a regulatory filing with the Securities and
Exchange Commission that he acquired 56,250 shares through the
company's non-qualified stock option and 4,688 shares of
restricted stock unit award on Nov. 3, 2008.

A full-text copy of Mr. McCormik's Form 4 is available for free at
http://ResearchArchives.com/t/s?364e

The number of shares of common stock outstanding as of Oct. 31,
2008, was 76,890,252.

Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/--
provides weight management services, operating globally through a
network of company-owned and franchise operations.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $1.1 billion and total liabilities of $2.0 billion, resulting
in a shareholders' deficit of $900.8 million.

Net income for the third quarter of 2008 was $52.7 million,
including the impact of the company's recent U.K. VAT ruling and
the company's share of after-tax expense of $600,000 associated
with the startup of the China joint venture, versus $49.5 million
in the prior year period.  Excluding these charges, net income for
the third quarter of 2008 was $54.5 million, an increase of $5.0
million, or 10%, versus the prior year period.

Net income for the first nine months of 2008, including the U.K.
VAT charges and the company's share of after-tax expense of $1.3
million associated with the startup of the China joint venture,
was $156.7 million versus $161.4 million in the prior year period.
Excluding these charges, net income was $181.2 million, an
increase of $19.8 million, or 12%, versus the prior year period.


YELLOWSTONE CLUB: Wins Final OK on $19MM Loan From CrossHarbor
--------------------------------------------------------------
Yellowstone Mountain Club LLC was authorized by Hon. Ralph B.
Kirscher of the U.S. Bankruptcy Court for the District of
Montana after a two-day hearing that ended Dec. 12 to borrow
$19.75 million from private-equity investor CrossHarbor Capital
Partners LLC, whose founder Sam Byrne is a member of the club. The
bankruptcy judge previously authorized a $4.45 million temporary
loan from CrossHarbor.

According to Bloomberg News' Bill Rochelle, the Court approved the
CrossHarbor loan in preference to a competing $23.2 million offer
from an affiliate of Credit Suisse Group AG that serves as agent
for the existing lenders owed $307 million.

The DIP Agreement requires Yellowstone to obtain confirmation of a
reorganization plan by March 31 or the immediate commencement of a
process for selling the project.  The lending agreement requires
home owners to accelerate payment of their dues for 200, Bloomberg
adds.

                       About Yellowstone Club

Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  It is located near Big Sky, Montana.  It was founded in
1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.


* Fitch: More Challenges Await U.S. Homebuilders in 2009
--------------------------------------------------------
With the U.S. economy in a severe recession and housing likely to
deteriorate more sharply in 2009, U.S. homebuilders are facing
even more operational and financial pressures, according to Fitch
Ratings, which took rating actions on its public U.S. homebuilder
universe of 14 companies late last week, resulting in nine
downgrades and five affirmations.

Housing had stood out as one of the weakest sectors of (what was
thought to be) a reasonably stable economy during the first three
quarters of 2008.  Affordability, wavering buyer confidence and
significantly tighter mortgage standards, as well as still-
considerable inventories of new and existing homes for sale
(boosted by foreclosures) had severely restrained housing.  But in
the fall credit markets in the U.S. and in many other parts of the
world froze, a condition that has barely eased.  Already weak
consumer confidence has plummeted. Job losses have surged.  The
economy is clearly now in a sharp recession.  As weak as housing
has been, it can deteriorate further, in particular, influenced by
job losses, fear of job loss, poor consumer confidence and lack of
income growth or possibly income contraction.  Fitch is projecting
that the recession, which technically began in December of 2007
(according to the Business Cycle Dating Committee of the National
Bureau of Economic Research) will extend well into 2009.  Some
recently announced programs or programs under consideration by the
Treasury Department and Fed designed to boost housing demand may
soften the impact of the recession, but it appears very likely
that key housing metrics (starts, new home sales, existing home
sales) will be meaningfully weaker in 2009 than was reflected in
Fitch's earlier forecast.  A trough in new home sales is not
likely until the second half of 2009, if not later.  Starts should
bottom three-to-six months after new home sales.

Ratings Rationale:

Fitch concludes that operational and financial pressures will
persist and, probably, intensify for the public homebuilders
during 2009.  Profitability and cash flow will be somewhat weaker
than anticipated earlier.  Operational and financial ratios will
suffer further stress.  The consequence of the change in macro
perspective resulted in Fitch's most recent rating actions for the
homebuilders.  The Rating Outlook for the sector is Negative.

The new ratings for the homebuilders reflect the most likely macro
perspective for the balance of 2008 and 2009 as well as company-
specific performance to this point in the cyclical downturn.  As
Fitch has noted in the past, a homebuilder's approach to land and
development spending, inventory management, free cash flow
generation and management and debt reduction are considered in its
ratings in the midst of a housing downturn as are other factors
such as credit metrics, ability to satisfy covenants, liquidity,
size, geographic and product diversification, margins, and
frequency of real estate write downs and option write-offs, etc.

Homebuilders have to successfully operate within this challenging
environment or wither away.  Companies have to continue to
downsize to the point where they can remain or become profitable
(excluding non-recurring real estate charges).  That means further
cuts in staffing and other overhead, as well as other cost
reductions.

The public homebuilders cannot significantly influence
profitability, but they can manage their balance sheets and their
liquidity.  Fitch Ratings believes that, overall, the U.S.
homebuilding sector has good liquidity, although there are some
weaker companies that face greater risk.  Many companies in this
sector have generated meaningful free cash flows over the past 12
months, while terming out borrowings and maintaining access to
committed bank facilities which together provide room to handle
maturities and fund working capital needs.  As compared to the
last major housing downturn in the latter 1980's into the early
1990's, leverage was lower during the later part of this upcycle,
at the peak and currently (for some of the builders).  For the
majority of public homebuilders, debt composition 15-20 years ago
was mostly, or all, short-term construction loans and possibly a
secured credit line, while the debt is often weighted most heavily
to well laddered public debt (a more appropriate balance with
longer-lived real estate assets), and, to a lesser degree, to an
unsecured revolving credit facility.  (All of the public
homebuilders in Fitch's coverage have unsecured revolving credit
facilities except for Beazer Homes USA, Hovnanian Enterprises,
Inc. and Standard Pacific Corp., which have secured revolving
credit facilities.)

Fourth-Quarter 2008 and Calendar 2009:

The world economy is entering a severe recession. Output is
falling in the US, Japan, Germany, France and the UK, and
prospects are for this contraction in activity to intensify over
the next 12 months.  For the major advanced economies (the US,
Euro area, UK and Japan) in aggregate, Fitch Ratings is
forecasting the steepest decline in GDP since the Second World War
at -0.8%, in part reflecting the unusually synchronized downturn
expected next year.

Although the latest GDP figures for the third quarter of 2008
showed only a small fall, this disguised a clear trend of
accelerated declines in consumer expenditure.  Growth in the third
quarter of 2008 was supported by an inventory accumulation and net
exports.  While imports will continue to decline, the recent pace
of export growth seems unlikely to be sustained.  Fitch projects
fourth quarter GDP will decline at least 0.7%.  GDP is expected to
shrink by just over 1% next year.  Unemployment is expected to
rise in the 2008 fourth quarter and continue to increase reaching
to 8.3%, some 3.5pp above its structural rate.

Fitch's forecast for the housing sector became more bearish as
2008 evolved.  This is principally due to the influence of even
tighter credit standards for homebuyers and the effect of
disruptions in the credit markets.

Of course, most potential homebuyers, absent any real urgency to
buy, are deferring the purchase decision, concerned that selling
their existing home at a fair price may be challenging, and
fearing that real home prices might further decline as builders
increase the level of incentives being offered to the advantage of
those who wait to buy.

The disruption in broad credit markets and media focus on
accelerating job losses took a further toll on homebuyer
confidence since September.  Consequently, housing metrics are
likely to be weaker in the fourth quarter of 2008 as compared to
the preceding quarter.

Total housing starts are forecast to be 910,000 in 2008, 33.1%
lower than in 2007.  Single family starts are expected to be
0.62 million, down 41.0% as compared to a year ago.  Multi-family
starts should decrease 6.5% to 290,000. New single family home
sales should fall 37.2% to 487,000, while existing home sales ease
13.6% to 4.88 million.

For the full year of 2008, production, as represented by housing
starts (especially single family), is expected to fall slightly
faster than sales (new orders), but unfortunately the supply of
homes is expected to still be excessive entering 2009.

The average single family new home price is expected to drop 6.5%
in 2008, while the median new home price decreases 5.5%.  The
'real' price reductions are larger than shown by the government's
published transaction prices (and Fitch's forecasts) as, for
example, sales incentives are not included.  However, in 2008 a
greater portion of the "real" price reduction was due to overt
sales price decreases than was the case in 2007.  Unfortunately,
home prices have still not yet reached market-clearing levels in
most places.  Home prices (especially existing home prices)
definitely had been 'sticky' on the downside, but came down more
sharply in 2008, at least partially prompted by aggressive pricing
of foreclosures and distressed homes.

Fitch is forecasting a contracting economy during the first half
of 2009.  Real GDP is forecast to decrease 1.2% for all of 2009.
Investment is expected to plunge 6.9% as consumer spending and
imports decline 0.6% and 3.2%, respectively.  Government spending
(+2.3%) and exports (+2.2%) will be economic positives next year.
Inflation is expected to slow to 1.5% from 2.7% in 2008.  Interest
rates are expected to slightly recede.

The economy in the midst of a moderate to severe recession is
another blow to housing.  In particular, a deteriorating economy
further erodes consumer confidence and accelerates job losses and
consequentially foreclosures.  One source, RealtyTrac, is
currently predicting 1 million foreclosures in 2009.  Undoubtedly,
another stimulus program will emanate from Congress early in 2009
and there may be national legislation to specifically and more
effectively target the foreclosure problem, as well as accelerate
housing demand.  However, these actions are unlikely to stabilize
and then boost housing demand until the second half of 2009 or
later.

In 2009, total housing starts are projected to fall 22.0% to
710,000 with single family volume declining 22.6% to 480,000.  New
home sales are forecast to decrease 16.0% to 409,000, while
existing home sales slip 3.0% to 4.735 million.

Average and median single family new home prices are projected to
fall 2% and 1%, respectively, in 2009.  The combination of overt
price decreases and sales incentives should represent a less
significant percentage of the base home price next year than was
the case in 2008.

Implications for the Companies and the Ratings:

Through the three quarters of calendar 2008 builder revenues are
down about 39%, home deliveries are off 33%, and EBITDA margins
(before non-recurring, non-cash real estate charges) are about 570
basis points lower than year earlier levels.  Third quarter net
new unit orders are down 34%, on average, and unit backlog at the
conclusion of the third quarter, on average, is 46% beneath year
earlier levels.

These companies have been contracting staffing as demand has
evaporated with personnel typically down 50-65% as compared to
peak staffing in early 2006.  Just as important, builders have
been reducing inventories in 2008, down 53% on average as of the
end of the 2008 third quarter (or equivalent) as compared to the
peak quarter end in 2006.  (Admittedly, this is partially as a
consequence of write downs). The companies have lowered debt -- on
average 28.5% since the peak, typically in 2006.  Free cash flow
comparisons have generally improved.

Credit metrics (LTM EBITDA/interest incurred, debt to LTM EBITDA,
and FFO interest coverage) are considerably lesser than at this
time last year.  Debt/capitalization ratios have deteriorated
moderately to sharply for the majority of builders when compared
to one or two years ago, largely as a result of erosion in
shareholders' equity from sizeable real estate charges.

Given Fitch's adjusted macro forecasts for the balance of 2008 and
2009, it appears likely that builders' financial pressures will
continue unabated.  For the full year of 2008 homebuilders'
revenues could drop 40%, on average, while pretax losses, before
real estate charges, will be reported for 12 of the 14
homebuilders Fitch tracks.

Price competition will likely persist at current levels well into
2009.  Consequently, margins will remain under pressure and more
land value write downs are a distinct possibility, although likely
to be of lesser magnitude than in 2008.  However, fewer option
write-offs are likely.

Deterioration in credit metrics will continue during the fourth
quarter of 2008 and next year, particularly for profit related
metrics (EBITDA, interest coverage; debt to EBITDA).  Tangible net
worth covenants will again be challenged.

Most of the public builders that Fitch tracks have negotiated new
revolving credit agreements or amendments to existing agreements
that should prevent the companies from violating interest coverage
covenants in the fourth quarter of 2008 and into 2009 as well as
covenants applicable to speculative inventories and tangible net
worth.  Some builders may have to revisit their bank syndicates
and request further covenant adjustments in 2009.

If Fitch's year-end forecast for 2008 is correct, then 2009 will
start off with still considerable inventory over-hang.  New home
sales comparisons (year-over-year) would likely bottom late in
2009 with housing starts bottoming three-to-six months later.

There is a high probability that many public builders' revenues
and profitability will fall further in 2009.  Excluding tax
refunds, cash flow from operations is likely to be lower in 2009
relative to 2008.

Credit pressures will continue.  It will be imperative that
builders continue to contract their balance sheets, further
reducing land and development spending.  Possibly more aggressive
pricing may be necessary to lower inventories, especially specs.
Positive free cash flow comparisons should result.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchase, dividends and
acquisitions in these uncertain times.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.

Fitch rates the builders within the context of a typical cycle. In
the midst of a non-typical upcycle, as took place in the 1992-2005
period, a number of builders realized higher credit ratings.
Conversely, in this sharper than expected contraction, which it
appears will last longer, and as builders' operating and credit
metrics will be even more stressed, ratings again have to be
adjusted.

Following last week's rating actions, Fitch's Rating Outlook is
Negative for the majority of the homebuilders.  Recent and
projected credit metrics and other key metrics, such as inventory
and debt contraction and cash flow generation, were taken into
account relative to the new ratings.

Fitch rated issuers and their current Issuer Default ratings
(IDRs) in the U.S. homebuilding sector:

    -- Beazer Homes USA ('B-'; Outlook Negative);
    -- Centex Corp. ('BB'; Outlook Negative);
    -- D.R. Horton, Inc. ('BB'; Outlook Negative);
    -- Hovnanian Enterprises, Inc. ('B-'; Outlook Negative);
    -- KB Home ('BB-'; Outlook Negative);
    -- Lennar Corp. ('BB+'; Outlook Negative;
    -- M.D.C. Holdings, Inc. ('BBB-'; Outlook Stable);
    -- Meritage Homes Corp. ('B+'; Outlook Negative);
    -- M/I Homes, Inc. ('B'; Outlook Negative);
    -- NVR, Inc. ('BBB'; Outlook Stable);
    -- Pulte Homes ('BB+'; Outlook Negative);
    -- Ryland Group ('BB'; Outlook Negative);
    -- Standard Pacific Corp. ('B-'; Outlook Stable);
    -- Toll Brothers, Inc. ('BBB-'; Outlook Stable).


* Fitch Revises U.S. Alt-A RMBS Surveillance Criteria
-----------------------------------------------------
A rapid deterioration of U.S. Alt-A RMBS performance in recent
months has effectively entrenched the sector in a severe stress
scenario, according to Fitch Ratings, which has revised its
surveillance methodology and updated its loss projections for all
U.S. Alt-A RMBS.

Fitch's loan-level default and loss model, ResiLogic, will be used
to guide collateral loss projections by estimating the frequency
of foreclosure and severity for all pools regardless of seasoning.
Previously, the use of ResiLogic loan-level analysis in Alt-A
surveillance was limited to Alt-A transactions issued between 2005
and 2007.

The expected losses used in Fitch's updated methodology are
significantly higher than Fitch's previous 'moderate stress'
scenario used to drive the rating actions taken earlier this year.
Market developments, ongoing home-price declines and loan
performance trends in the Alt-A sector over the prior six months
have effectively eliminated the possibility of this stress
scenario.  The average cumulative loss expectations, as a
percentage of the initial securitized balance, for Fitch-rated
2005, 2006 and 2007 vintage transactions are now 2.72%, 6.78% and
9.58%, respectively.

For the 2005-2007 vintages, the average cumulative loss
expectations by major loan type, as a percentage of the initial
securitized balance are:

30-year fixed-rate pools

    -- 2005 vintage: 2.1%
    -- 2006 vintage: 6.4%
    -- 2007 vintage: 8.4%

Hybrid adjustable-rate pools

    -- 2005 vintage: 4%
    -- 2006 vintage: 7.4%
    -- 2007 vintage: 10.4%

One major driver of the increased loss expectations is the rapid
increase in 60+ day delinquencies experienced over the past six
months.  Between May and October 2008, 60+ day delinquencies for
the 2007 vintage increased from 8.80% to 14.65%.  The 2006 and
2005 vintages also experienced steep increases rising from 10.30%
to 14.24% and 6.57% to 8.79%, respectively.  Over the same period
of time cumulative losses also increased for all vintages, but at
a much slower rate. For Fitch-rated transactions, the 2007, 2006,
and 2005 vintage average cumulative losses increased from 0.05% to
0.44%, 0.29% to 1.04%, and 0.22% to 0.59%, respectively.  The
small increase in cumulative losses relative to the rising level
of 60+ day delinquencies reflects, in part, the lengthening
foreclosure/liquidation timeline being experienced throughout all
vintages.

Projected average frequency of foreclosure (FOF) for the remaining
balance of the 2005, 2006 and 2007 mortgage pools is 9.9%, 18.4%
and 21% respectively.  The average loss severity (LS) expectations
are 42.4% for 2005, 46.7% for 2006, and 49.4% for 2007.  The FOF
and LS assumptions yield loss expectations of approximately 4.40%,
8.73%, and 10.46% as a percentage of the remaining balance of each
vintage, respectively.  Given that the 2005 vintage remaining
balance is smaller than the 2006 remaining balance, and 2006 is
smaller than 2007, these figures translate into the 2.72%, 6.78%
and 9.58% loss expectations as a percentage of original balance
cited.

Fitch is currently reviewing its rated Alt-A transactions and will
be releasing updated ratings over the next several days.  Due to
increased loss expectations, particularly for the 2006 and 2007
vintages, Fitch will downgrade many senior bonds to below
investment grade.  The majority of these bonds were previously
downgraded and/or placed on Rating Watch Negative.

As part of the Alt A review, senior interest-only (IO)
certificates will be placed on Rating Watch Negative in instances
where the lowest rated senior class has been downgraded below
investment grade.  Fitch will be evaluating the IO bonds over the
next several months for potential affirmation or downgrade and
removal from Rating Watch Negative.


* Moody's: SGL Downgrade Spike Shows Default Momentum Building
--------------------------------------------------------------
The number of liquidity rating downgrades hit a record for the
second month in a row as the global economic downturn and credit
market turmoil increased pressure on more speculative-grade
companies, says Moody's Investors Service.

A record 14 issuers were downgraded to SGL-4 -- the weakest of the
four liquidity rating categories, says the ratings agency.  In
all, 23 companies had downgrades of their SGL ratings in November,
surpassing the previous mark of 19 downgrades set the month
before.

"The surge in SGL downgrades in back-to-back months is evidence
that the underlying forces that could drive the expected wave of
corporate-debt defaults are building momentum as we head into
2009," says Moody's Vice-President John Puchalla.

The SGL rating actions played out against an extraordinary
weakening of credit markets, says the ratings agency, with
November's SGL rating activity pushing Moody's Liquidity Stress
Index up to 16%, the highest level since the SGL ratings were
rolled out in October 2002.

"Liquidity is often a key driver of defaults," says Puchalla,
adding that an SGL-4 rating signifies that a company's intrinsic
liquidity position is weak.  Covenant issues and weak internal
cash sources relative to cash needs are the most common drivers of
current SGL-4 ratings.

Overall, the combined one-year default rate for all SGL-rated
issuers rose to 3.6% in November from 3.4% in October, amid rising
defaults among SGL-3 issuers.  The historical average for the
group is 2.4%, says Moody's.  The one-year default rate for SGL-4
issuers slipped to 17.5% in November from 18.9% in October, but
sits close to the historical average.

Moody's currently assigns SGL ratings to 512 issuers covering
about $1.18 trillion of rated debt.  The majority of the SGL
ratings are on U.S.-based issuers, although there are a handful of
Canadian companies in the population.

The Moody's Speculative-Grade Liquidity Monthly Monitor titled
"Liquidity Downgrades Spike As 2009 Default Wave Looms" is
available on www.moodys.com/sglmonitor.


* Moody's: Some Service-Sector LBOs Fail to Live Up to Promise
--------------------------------------------------------------
A number of the large leveraged buyouts completed between October
2006 and August 2007 in the business and consumer service sector
have failed to improve their credit profile since closing,
according to a new report from Moody's Investors Service.  The
ratings agency blamed the weak economy for much of the
underperformance relative to expectations at closing.  Many of
these deals were financed with high leverage, and debt-financing
terms that reflect a high tolerance for risk.

Of the seven issuers reviewed in the report, none have seen an
upgrade or improved rating outlook, two, NCO Group and Laureate
Education, have had their rating outlook changed from stable to
negative, and one, Realogy, has been downgraded two notches to
Caa2 since closing its buyout in March 2007.

"Service sector companies that went private toward the end of the
boom are facing difficult conditions," said Lenny Ajzenman,
Moody's vice president and senior credit officer, who follows the
sector.  "Given the economic contraction and generally high
leverage, none of these companies has managed to materially
improve their credit profile."

LBO companies reviewed in the report include education, real
estate, internet marketing, and business-process outsourcing
companies.  These businesses generally had substantial revenue
bases and varying degrees of service line and geographic
diversification.

The service sector does continue to see some small strategic
acquisitions (West Corporation and NCO have made some, for
example), but LBO activity has almost disappeared.  One large
strategic acquisition attempt in the service industry -- Service
Corporation International's offer to buy Stewart Enterprises, its
largest competitor in the funeral services sector -- was recently
taken off the table due, in part, to the deteriorating credit
markets.

The report, titled "Large service-sector LBOs: A number of deals
fail to live up to promise," is available at:

                    http://www.moodys.com


* S&P Lowers Ratings on 19 Tranches From 5 CDO Transactions
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
tranches from five U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions.  S&P said, "We removed nine of the
lowered ratings from CreditWatch with negative implications. The
ratings on 10 of the downgraded tranches are on CreditWatch with
negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

"The 19 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $2.874 billion.  One of the five affected
transactions is a mezzanine structured finance (SF) CDO of asset-
backed securities (ABS), which is collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities.  Four of the five are high-grade
SF CDOs of ABS that were collateralized at origination primarily
by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  [The] CDO downgrades reflect a number of factors,
including credit deterioration and recent negative rating actions
on U.S. subprime RMBS.

"In addition, Standard & Poor's reviewed the ratings assigned to
Knollwood CDO Ltd. and left the ratings on this transaction at
their current levels based on the current credit support available
to support the tranches.

"To date . . . we have lowered our ratings on 4,099 tranches from
918 U.S. cash flow, hybrid, and synthetic CDO transactions as a
result of stress in the U.S. residential mortgage market and
credit deterioration of U.S. RMBS.  In addition, 991 ratings from
446 transactions are currently on CreditWatch with negative
implications for the same reasons.  In all, we have downgraded
$488.171 billion of CDO issuance.  Additionally, our ratings on
$10.805 billion of securities have not been lowered but are
currently on CreditWatch with negative implications, indicating a
high likelihood of future downgrades."

                          RATING ACTIONS

                                            Rating
   Transaction        Class    To             From
   -----------        -----    --             ----
Raffles Place
  Funding Ltd.        CP Notes CCC/C          BBB+/A-2/WatchNeg

Raffles Place
  Funding Ltd.        A-1a     CC             BB/Watch Neg

Raffles Place
  Funding Ltd.        A-1b     CC             B/Watch Neg

Raffles Place
  Funding Ltd.        A-2      CC             CCC-/Watch Neg

Sandstone CDO Ltd.    D        BBB/Watch Neg  A/Watch Neg

Triaxx Prime CDO
  2006-1 Ltd.         A-2      AA-            AAA/Watch Neg

Triaxx Prime CDO
  2006-1 Ltd. B      A-             AA/Watch Neg

Triaxx Prime CDO
  2006-1 Ltd.        X         BBB+           A+/Watch Neg

Triaxx Prime CDO
  2006-1 Ltd.        C        BBB            A/Watch Neg

Triaxx Prime CDO
  2006-2 Ltd.        A-2      AA/Watch Neg   AAA/Watch Neg

Triaxx Prime CDO
  2006-2 Ltd.        B        A+/Watch Neg   AA/Watch Neg

Triaxx Prime CDO
  2006-2 Ltd.        X        A/Watch Neg    A+/Watch Neg

Triaxx Prime CDO
  2006-2 Ltd.        C        A-/Watch Neg   A/Watch Neg

Triaxx Prime CDO
  2007-1 Ltd.        A-1D     AA+/Watch Neg  AAA

Triaxx Prime CDO
  2007-1 Ltd.        A-1T     AA+/Watch Neg  AAA

Triaxx Prime CDO
  2007-1 Ltd.        A-2      BBB+/Watch Neg AAA/Watch Neg

Triaxx Prime CDO
  2007-1 Ltd.        B        BBB-/Watch Neg AA/Watch Neg

Triaxx Prime CDO
  2007-1 Ltd.        X        BB-/Watch Neg  A/Watch Neg

Triaxx Prime CDO
  2007-1 Ltd.        C        CCC            BBB/Watch Neg

                      OTHER RATINGS REVIEWED

   Transaction                  Class    Rating
   -----------                  -----    ------
   Knollwood CDO Ltd             A-1      BBB+/Watch Neg
   Knollwood CDO Ltd             A-2      CC
   Knollwood CDO Ltd             B        CC
   Knollwood CDO Ltd             C        CC
   Raffles Place Funding Ltd.    B        CC
   Sandstone CDO Ltd.            B        AAA
   Sandstone CDO Ltd.            C        AA+
   Triaxx Prime CDO 2006-1 Ltd.  A-1      AAA
   Triaxx Prime CDO 2006-2 Ltd.  A-1A     AAA
   Triaxx Prime CDO 2006-2 Ltd.  A-1B1    AAA
   Triaxx Prime CDO 2006-2 Ltd.  A-1B2    AAA
   Triaxx Prime CDO 2006-2 Ltd.  A-1BV    AAA


* S&P Lowers Ratings on 30 Classes From Three RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 30
classes from three residential mortgage-backed securities (RMBS)
transactions backed by U.S. Alternative-A (Alt-A) mortgage loan
collateral issued in 2005 and 2006: Impac Secured Assets Corp.'s
series 2005-2 and 2006-5 and MortgageIT Mortgage Loan Trust 2006-
1.  "In addition, we affirmed our ratings on nine classes from
these series," S&P said.

"The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings given our current projected losses.  Our loss assumptions
for each of the three transactions are:

                                      Orig. bal.
   Transaction          Structure     (mil. $)     Proj. loss (%)
   -----------          ---------     ----------   --------------
   MortgageIT  2006-1   1                  494.1            7.73
   MortgageIT  2006-1   2                  260.2            8.77
   Impac 2006-5         1                1,309.9           16.48
   Impac 2006-5         2                  411.9            1.37
   Impac 2005-2         1                1,989.1           15.15

"We arrived at our estimated projected losses for the Alt-A RMBS
deals using the analysis outlined in 'Standard & Poor's Revised
Default And Loss Curves For U.S. Alt-A RMBS Transactions,'
published Dec. 19, 2007, on RatingsDirect.  The revised loss
assumptions used in this review also include our loss severity
assumptions, which we outlined in 'Criteria: Standard & Poor's
Revises U.S. Subprime, Prime, And Alternative-A RMBS Loss
Assumptions,' published on July 30, 2008, on RatingsDirect.

"As part of our analysis, we considered the characteristics of the
underlying mortgage collateral as well as macroeconomic
influences.  For example, the risk profile of the underlying
mortgage pools influences our default projections, while our
outlook for housing price declines and the health of the housing
market influences our loss severity assumptions.

"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case loss assumptions we assumed in
our analysis.  For example, one class may have to withstand
approximately 115% of our base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of our base-case loss assumptions to
maintain a 'BBB' rating.  A class with an affirmed 'AAA' rating
can likely withstand approximately 150% of our base-case loss
assumptions under our analysis, subject to individual caps and
qualitative factors assumed on specific transactions.

"We also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, we only gave excess interest
credit for the amount of time the class would be outstanding. For
example, if we projected a class to pay down in 15 months, then we
applied only 15 months of losses to that class.  Additionally, in
such a case we assumed 15 months of excess spread if the class was
structured with excess spread as credit enhancement."

   RATINGS LOWERED

   Impac Secured Assets Corp.
   Series      2005-2
                                 Rating
   Class      CUSIP         To             From
   -----      -----         --             ----
   A-1M       45254TSN5     BBB            AAA
   A-1W       45254TTF1     BBB            AAA
   A-2C       45254TSR6     A              AAA
   A-2D       45254TSS4     BBB            AAA
   M-1        45254TST2     B              BB
   M-2        45254TSU9     CCC            B
   M-3        45254TSV7     CCC            B-
   M-4        45254TSW5     CC             CCC
   M-5        45254TSX3     CC             CCC
   M-7        45254TSZ8     D              CC
   M-8        45254TTA2     D              CC

   Impac Secured Assets Trust 2006-5
   Series      2006-5
                                 Rating
   Class      CUSIP         To             From
   -----      -----         --             ----
   1-A1-B     45257EAB0     AA             AAA
   1-A1-C     45257EAC8     AA             AAA
   1-AM       45257EAD6     B              AAA
   1-M-1      45257EAF1     CCC            A
   1-M-2      45257EAG9     CCC            BBB
   1-M-3      45257EAH7     CCC            BB
   1-M-4       45257EAJ3    CC             BB
   1-M-5      45257EAK0     CC             BB
   1-M-6      45257EAL8     CC             B
   1-M-7      45257EAM6     CC             B
   1-M-8      45257EAN4     CC             CCC

   MortgageIT Mortgage Loan Trust 2006-1
   Series      2006-1
                                 Rating
   Class      CUSIP         To             From
   -----      -----         --             ----
   1-A1       61915RBY1     B              AAA
   1-A2       61915RBZ8     B              AAA
   1-X        61915RCC8     B              AAA
   2-X-B      61915RCU8     CCC            AAA
   2-PO       61915RCV6     BB             AAA
   2-PO-B     61915RCW4     BB             AAA
   2-B4       61915RCQ7     D              CC
   2-B5       61915RCR5     D              CC

   RATINGS AFFIRMED

   Impac Secured Assets Corp.
   Series      2005-2

   Class      CUSIP         Rating
   -----      -----         ------
   A-1        45254TSM7     AAA
   A-2B       45254TSQ8     AAA

   Impac Secured Assets Trust 2006-5
   Series      2006-5

   Class      CUSIP         Rating
   -----      -----         ------
   1-A1-A     45257EAA2     AAA
   2-A        45257EAE4     A

   MortgageIT Mortgage Loan Trust 2006-1
   Series      2006-1

   Class      CUSIP         Rating
   -----      -----         ------
   2-A1A      61915RCJ3     AAA
   2-A1B      61915RCK0     AAA
   2-A1C      61915RCL8     BB
   2-X        61915RCT1     AAA
   2-B1       61915RCM6     CCC


* INSOL Names 1st Graduates of Global Insolvency Course
-------------------------------------------------------
INSOL International revealed the first graduating class of the
Global Insolvency Practice Course. The successful participants are
now formally recognised as a Fellow, INSOL International.

-- Scott Atkins, Henry Davis York Lawyers, Australia

-- Jasper Berkenbosch, DLA Piper, The Netherlands

-- Samantha Bewick, KMPG LLP, UK

-- Peter Declercq, Brown Rudnick LLP, UK

-- Robert Dakis, Quinn Emanuel Urquhart Oliver & Hedges LLP, USA

-- Jasper Frieling, Hocker Avocaten, The Netherlands

-- Leonard Goldberger, Stevens & Lee, P.C., USA

-- Peter Gothard, Ferrier Hodgson, Australia

-- Jackson Ip, Horwath Corporate Advisory Services Ltd, Hong Kong

-- Eric Jourdanet, IFC, USA

-- Fredrikus Kolkman, Kolkman Advocaten voor Ondernemers BV, The
   Netherlands

-- Christopher McDuff, Myers & Alberga, Cayman Islands

-- Curtis Mechling, Stroock & Stroock & Lavan LLP, USA

-- Edward Middleton, KPMG LLP, Hong Kong PRC

-- Mak Mwenya, PricewaterhouseCoopers LLP, UK

-- Bruno Navarro, IFC, Hong Kong PRC

-- Stephen Packman, Archer & Greiner, PC, USA

-- Richard Pedone, Nixon Peabody, USA

-- Christiaan Zijderveld, Houthoff Buruma, The Netherlands

The Global Insolvency Practice Course is the pre-eminent advanced
educational qualification focusing on international insolvency.

With the fast growing number of cross-border insolvency cases and
the adoption in many jurisdictions of international insolvency
rules and provisions, the turnaround and insolvency profession
faces increasing challenges in the current economic environment.
The current outlook demonstrates that the practitioners of
tomorrow need to have extensive knowledge of the transnational and
international aspects of legal and financial problems of
businesses in distress.

The format of the fellowship programme is intensive, carried out
over a short period of time in three modules. The first module was
held in the Netherlands from the June 16-18, 2008 at the Faculty
of Law of Leiden University. The second module took place in
Shanghai from the September 12-14, 2008, prior to the INSOL annual
conference. The last module involved the students utilizing web
enabled technology which included a virtual court and undertaking
real time negotiations for a restructuring plan involving multiple
jurisdictions. The platform for this module was made available
through the generous support of the University of British
Columbia, Vancouver, Canada. A number of senior judges from around
the world took part in Module C in order for the participants to
gain experience of court to court situations. The judges included:

* Judge Robert Drain, US Bankruptcy Court;
* Judge David Richards, Royal Courts of Justice, London;
* Judge David Tysoe, British Columbia Court of Appeal,
* Judge Jean-Luc Vallens, Cour Commerciale, France;
* Judge Rajiv Shakdher, High Court of Delhi;
* Judge James Farley, retired judge Ontario Superior Court of
  Justice.

Admission to the course is limited to a maximum of 25 candidates
each year. This ensures academic excellence and the opportunity
for good personal contact between students and faculty. Potential
candidates must already hold a degree or equivalent to be
considered for this program and must have a minimum of 5 years
experience in the field. Participants represent the different
jurisdictions of the World.

Mahesh Utamachandani, Senior Counsel and Head of Global Insolvency
Initiative, World Bank:

"The fellowship programme will be a very rewarding investment
towards a successful career, both through helping the development
of professional skills and through fostering a greater
understanding of different jurisdictions' cultures and systems."

Professor Ian Fletcher of University College London, a member of
the Core Committee responsible for planning the program:

"Designed and taught by an international Faculty of highly
distinguished experts, the INSOL Fellowship Program offers a
unique learning experience. It answers a long-felt demand for a
benchmark qualification to identify those practitioners who are in
the front rank of transnational insolvency practice in today's
challenging global market place."

Bob Sanderson, president of INSOL, said "In the ever increasingly
complex capital markets coupled with the continued globalization
the requirement for those charged with ensuring the troubled
international enterprises are restructured effectively and
efficiently is vital. This program meets this requirement."

For further information contact

    INSOL International: 00(44) (0) 20 7929 6679 or
    e-mail: pennyr@insol.ision.co.uk:

    Core Committee:

     * Prof. Bob Wessels
       University of Leiden

     * Prof. Ian Fletche
       University College London

     * Prof. Janis Sarra
       University of British Columbia

     * Adam Harris
       Bowman Gilfillan
       Faculty of Law

INSOL was formed in 1982 and has grown in stature to become the
leading insolvency association in the world. It is a valuable
source of professional knowledge, which is being put to use around
the world on diverse projects to the benefit of the business and
financial communities.


* J. Doyle Joins Deloitte's Reorganization Services Group
---------------------------------------------------------
Deloitte Financial Advisory Servicess LLP is expanding its
Advisory Services practice by naming John Doyle a director in its
Reorganization Services group in Chicago.

Doyle's 25 years of experience include acting as Chief Financial
Officer for multi-million dollar companies operating under Chapter
11 reorganization, including negotiations and sale to third
parties.  He has led capital restructuring, development of
financing strategy and negotiations of amendments to credit lines
culminating in leveraged buyouts. Prior to joining Deloitte, Doyle
was an independent contractor at a management consulting company
where be provided interim management and advisory services.

"As the economic environment drives more and more companies to
consider bankruptcy, reorganization and restructuring, our
practice is expanding,"  said Sheila Smith, Reorganization
Services group national leader.  "John's deep experience in the
retail and consumer products industries, where deterioration has
been heavy in recent months, will be invaluable."

Reorganization Services practice of Deloitte has a strong
combination of deep industry experience, broad service offerings
and the ability to leverage the national resources of Deloitte LLP
and its subsidiaries, as well as the global resources of the
Deloitte Touche Tohmatsu network of member firms and their
affiliates. This integrated approach has caught the eye of the
marketplace. The Reorganization Services practices of the Deloitte
Touche Tohmatsu network of member firms have been ranked #1 on the
list of top non-investment bank advisors for 12 consecutive
quarters since 2005 (in terms of active bankruptcy cases according
to The Deal, September 30, 2008).

"John began his strategic planning, risk management and
acquisition/divestiture analysis career working in many of the
Midwestern states our office serves,"  said John Trinta, Midwest
regional managing partner, Deloitte Financial Advisory Services.
"We look forward to welcoming him back to the area."

Doyle earned his bachelor's degree from Western Michigan
University. He is a licensed CPA in Illinois.

                       About Deloitte

As used in this document, "Deloitte"  means Deloitte Financial
Advisory Services LLP and Deloitte Services LP, which are separate
subsidiaries of Deloitte LLP.  Please see
www.deloitte.com/us/about for a detailed description of the legal
structure of Deloitte LLP and its subsidiaries.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 18, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday MIxer
        TBD, Phoenix, Arizona
           Contact: 623-581-3597 or www.turnaround.org

Dec. 31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Sponsorships - Annual Golf Outing, Various Events
        TBA, New Jersey
           Contact: 908-575-7333 or www.turnaround.org

Jan. 21-22, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference
        Bellagio, Las Vegas, Nevada
           Contact: www.turnaround.org

Jan. 22-23, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 5-7, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casurina, Grand Cayman Island, AL
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 25-27, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons, Las Vegas, Nevada
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/
Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 15-18, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***