/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/081222.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 22, 2008, Vol. 12, No. 304 Headlines AMERICAN COLOR: S&P Withdraws D Ratings on Bankruptcy Emergence AMERICAN FARMERS: Cuts & Withdraws Fin'l Strength Rating to C++ AMERICAN HOME: Seeks to Procure $5MM to Defend Execs in Lawsuits AMERICAN INT'L: May Sell Hartford Steam Boiler to Munich Re AMERIQUEST MORTGAGE: Moody's Lowers Ratings on Six Cert. Classes ANTIOCH CO: Committee Taps Taft Stettinius as Counsel ARCHWAY COOKIES: Panel Balks at Hearing Date of Conversion Motion ARKANSAS 49: Case Summary & 20 Largest Unsecured Creditors ASSET BACKED: Moody's Downgrades Ratings on Four Notes Classes ASTORIA GENERATING: S&P Keeps 'B' Rating on Second-Lien Debt ATHILON ASSET: Moody's Downgrades Ratings on Eight Note Classes BEAR STEARNS: S&P Puts Junk Rating on Class O Certs. at WatchNeg. BOWNETREE LLC: 36-20 Bowne Wants Case Dismissed; Stay Modified BUFFALO THUNDER: Moody's Cuts Corp. Family Rating to 'Caa3' BUILDING MATERIALS: Fitch Junks Issuer Default Rating CAMBIUM LEARNING: Moody's Lowers Corporate Family Rating to 'Caa2' CANON COMM: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable CARMIKE CINEMAS: Moody's Affirms Corporate Family Rating at 'B2' CENTURY INDEMNITY: Moody's Affirms 'Ba3' ISFR; Outlook Stable CHARTER COMMUNICATIONS: Fitch Puts 'CCC' IDR Rating on WatchNeg. CHESAPEAKE CORP: Moody's Changes PD Rating to 'Ca/LD' from 'Ca' CHINA GATEWAY: Hires Goldman Parks as Independent Accountants CHRYSLER LLC: Gov't Loans Can Convert into DIP Financing Facility CIRCUIT CITY: Cancels Dec. 18 Auction of Closing Store Leases CITADELLE AT ARROWHEAD: Files for Chapter 11 Protection in Phoenix CONTINENTALAFA DISPENSING: Committee Files Disclosure Statement CORNERSTONE MINISTRIES: Salient Terms of Debtor's Liquidation Plan CROWN CASTLE: Moody's Confirms 'Ba3' Corporate Family Rating DANA HOLDING: Moody's Cuts Corporate Family Rating to 'Caa1' DANIEL ROLEA: Case Summary & 20 Largest Unsecured Creditors DB ISLAMORADA: To Sell Furniture, etc.; $100,000 Bid Received DEI HOLDINGS: S&P Reinstates 'B' Corporate Credit Rating DELPHI CORP: Can Sell Global Exhaust Business to Bienes for $17MM ECLIPSE AVIATION: Owners & Would-Be Owners of Jets Form Committee EDUCATION FINANCE: Files for Chapter 7 Liquidation in Texas ENERGY FUTURE: S&P Affirms Corporate Credit Ratings at 'B-' ENTELLIUM CORP: Court Approves Sale Bidding Procedures ENTELLIUM CORP: Section 341(a) Meeting Scheduled for January 7 ENTELLIUM CORP: U.S. Trustee Forms Two-Member Creditors Committee ETHANEX ENERGY: Trustee Files Suit Against McGuireWoods for Fraud EZ LUBE: Seeks $1.8MM Funding for Insurance Payouts FEDERAL MOGUL: To Reduce Global Workforce by 10% in 2009 FORD MOTOR: To Hold Talks with UAW for Cost Savings FREESCALE SEMICONDUCTOR: Elects to Pay June 2009 Interest in PIK FREESCALE SEMICONDUCTOR: Inks Separation and Release Agreements FREMONT GENERAL: Taps KPMGCF as Exclusive Financial Advisor GATEWAY ETHANOL: Sale Gets Court's Nod, Three Objections Raised GENERAL MOTORS: Gov't Loans Can Convert Into DIP Loan Facility GENERAL MOTORS: Will Start Talks With UAW in January GREAT CIRCLE: Disclosure Statement Hearing Continued to February 5 GREEKTOWN HOLDINGS: Unveils Changes to Management Board HOLLYWOOD THEATERS: Moody's Downgrades CFR to B3; Outlook Negative HRP MYRTLE: PARC Management Wants to Purchase Hard Rock Park INSIGHT HEALTH: Names Keith S. Kelson as Chief Financial Officer INTERMET CORP: Wants Plan Filing Period Extended Until April 30 ION MEDIA: S&P Downgrades Corporate Credit Ratings to 'CCC' IRIDEX CORP: Amends Credit Deal With Wells Fargo, Gets Waiver IRIDEX CORP: Board Adopts 2009 Employee Incentive Payment Program JAMES RIVER: S&P Upgrades Corp. Credit Rating to 'B-' From 'CCC' KB TOYS: Court OKs Going-Out-of-Business Sales KB TOYS: 7-Member Creditors Committee Has 3 Toymakers KEY PLASTICS: Court OKs Payment of Claims, Other 1st Day Motions KFM FOOD: Chapter 7 Trustee Receives $35,000 for Debtor's Assets LAKE AT LAS VEGAS: Taps Alvarez & Marsal as Financial Advisors LAPOSTA OLDSMOBILE: Voluntary Chapter 11 Case Summary LBSBC NIM: Moody's Reviews Ratings on Eight Certificate Classes LEHMAN BROTHERS: Gets Green Light to Hire Restructuring Officer LENOX GROUP: To Auction Off Biz on Feb. 11; Lenders to Credit Bid LIBERTYTOWN CENTER: Case Summary & 20 Largest Unsecured Creditors MACDERMID INC: S&P Keeps B Corp. Credit Rating; Outlook Negative MEDCATH HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating MERCER INT'L: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative MERITAGE HOMES: Promotes Steve Davis as Chief Operating Officer MGM MIRAGE: Fitch Says Rating Outlook Remains Negative MOMENTUM PROPERTIES: Seeks to Liquidate Real Estate Holdings MORGAN STANLEY: Moody's Cuts Rating on Class B Cert. to 'Ba1' MORIN BRICK: Gets Continuing Authority to Borrow from BofA MPC CORP: Hahn & Hessen to Represent Creditors Committee MXENERGY HOLDINGS: S&P Cuts Rating on Sr. Unsecured Notes to 'C' NATIONAL AMUSEMENTS: Mulls Sale of US, Britain & LatAm Theaters NATIONAL GUARANTY: A.M. Best Withdraws "C+" Fin'l Strength Rating NAVISITE INC: Has Until February 19 to Regain Listing Compliance NEFF CORP: Completes $196 Million Offering of 10% Senior Notes NEFF CORP: Inks Supplemental Indenture With Wells Fargo, et al. NEFF CORP: Lenders Reduce Borrowings in First Lien Credit Deal NEFF CORP: Inks Indemnification Agreement with CFO Mark Irion NETWORK COMM: S&P Keeps B Corp. Credit Rating; Outlook Negative NEW WAVE COMMS: Juniper Obtains More Funding from Investors NEW CENTURY ENERGY: Seeks to Auction Off Assets on January 27 N. AMERICAN ENERGY: S&P Affirms 'B+' Long-Term Corp. Credit Rating NORTHLAKE FOODS: Files Chapter 11 Plan and Disclosure Statement NOVASTAR FINANCIAL: Loan Securitization Review Delays 10-Q Filing NOVASTAR FINANCIAL: Pays $7.25MM as Securities Dispute Settlement OIL SPOT: Case Summary & 20 Largest Unsecured Creditors PAPPAS TELECASTING: Stations to Go to Fortress; No Other Bidders PARK PLACE: Moody's Downgrades Ratings on Six Class Certificates PATRIOT HOMES: Court Moves Final Order Termination Date to Jan. 9 PATRIOT HOMES: Obtains Interim Authority to Borrow $500,000 PENN SPECIALTY: Files Chapter 7 Petition in Wilmington PILGRIM'S PRIDE: Board Faces Suit on Alleged ERISA Violations PHOTOTRONIC INC: Posts $210 Million Net Loss for Fiscal 2008 PLASTECH ENGINEERED: Wins Confirmation of Chapter 11 Plan QWEST COMMUNICATIONS: Fitch Affirms Issuer Default Rating to 'BB' RAMP SERIES: Moody's Downgrades Ratings on 94 Tranches RARE RESTAURANT: Moody's Downgrades Corp. Family Rating to 'Caa2' REGAL ENTERTAINMENT: Board Authorizes Share Repurchase Program REMEDIATION FINANCIAL: Disclosure Statement Hearing on Jan. 19 RIVERTON APARTMENTS: S&P Cuts Rating on Class L of Notes to 'B-' SOURCE INTERLINK: S&P Downgrades Corporate Credit Rating to 'B-' SPECTRUM BRANDS: NYSE Suspends Common Stock Trading Today STARWOOD HOTELS: Moody's Affirms 'Ba2' Preferred Debt Shelf Rating SUSSER HOLDINGS: Moody's Affirms 'B1' CFR; Outlook Stable THOMPSON CREEK: S&P Raises Corporate Credit Rating to 'B+' THORNBURG MORTGAGE: Amended Override Pact Allow Interest Payment THORNBURG MORTGAGE: S&P Raises Counterparty Credit Rating to 'CC' TRIBUNE CO: Newspaper Guild-CWA Named as Committee Member TRW AUTMOTIVE: Fitch Downgrades Issuer Default Rating to 'BB-' TRUE SPIRITS: Case Summary & 20 Largest Unsecured Creditors TYSON FOODS: Moody's Affirms Corporate Family Rating at 'Ba3' VALLEY HEALTH: Fitch Affirms 'CC' Rating on $45.5 Mil. Bonds VERTIS INC: Bankruptcy Emergence Cues S&P to Withdraw D Ratings WACHOVIA BANK: S&P Downgrades Ratings on Three Classes to Low-B WELLCARE HEALTH: S&P Downgrades Counterparty Credit Rating to 'B-' WESTAFF INC: Lenders Continued Forbearance Period Until Dec. 19 WHITEHALL JEWELERS: Terminates GE Money Bank Credit Card Program WINDSOR PETROLEUM: S&P Affirms 'BB+' Rating on $239.1 Mil. Notes WORLDSPACE INC: To Conduct Auction for Business on Jan. 12 * S&P Cuts Rating on Class D of Tricadia CDO 2006-5 to 'CC' * Cadwalader Promotes Seven Resident Attorneys to Partners * Squire Sanders Selects 16 Attorneys as Partner * 2008 Bankruptcy Filings Up 30%; More Filings Seen in 2009 * BOND PRICING: For the Week of Dec. 15 - Dec. 19, 2008 ********* AMERICAN COLOR: S&P Withdraws D Ratings on Bankruptcy Emergence --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its public ratings on American Color Graphics Inc. and Vertis Inc. The withdrawal follows the companies' merger and subsequent emergence from bankruptcy protection. S&P lowered the ratings on ACG and Vertis to 'D' on June 25, 2008, after S&P confirmed that both companies failed to make interest payments due June 15, 2008. On May 22, 2008, Vertis announced that it planned to merge with ACG and that both companies would complete comprehensive restructuring plans. Ratings List Withdrawn American Color Graphics Inc. To From -- ---- Corporate Credit Rating NR D/--/-- Secured NR D Vertis Inc. To From -- ---- Corporate Credit Rating NR D/--/-- Secured NR D Senior Unsecured NR D AMERICAN FARMERS: Cuts & Withdraws Fin'l Strength Rating to C++ --------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C++ (Marginal) from B- (Fair) and issuer credit ratings to "b+" from "bb-" of American Farmers & Ranchers Group (Oklahoma City, OK) and its members. The ratings have been removed from under review with negative implications. The group consists of American Farmers & Ranchers Mutual Insurance Company (Oklahoma City, OK) and American Farmers & Ranchers Insurance Company (Boise, ID). The outlook for the FSR is stable, and the outlook for the ICRs is negative. Concurrently, A.M. Best has withdrawn the ratings of the group at the company's request and assigned the members a category NR-4 to the FSR and an "nr" to the ICRs. These rating actions reflect the group's recent decline in capitalization, elevated underwriting leverage, volatile underwriting performance and significant exposure to severe storm activity in its principal operating territory. Founded in 1899, A.M. Best Company is a global full-service credit rating organization dedicated to serving the financial and health care service industries, including insurance companies, banks, hospitals and health care system providers. AMERICAN HOME: Seeks to Procure $5MM to Defend Execs in Lawsuits ---------------------------------------------------------------- Bankruptcy Law360 reports that American Home Mortgage Investment Corp. seeks to obtain an additional $5 million in insurance proceeds for current and former executives facing securities fraud charges related to the Debtor's bankruptcy. Roughly 19 securities class actions had been commenced as a result of AHM's demise, the report notes. Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for Chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home filed a de-consolidated plan of liquidation on Aug. 15, 2008. (American Home Bankruptcy News; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN INT'L: May Sell Hartford Steam Boiler to Munich Re ----------------------------------------------------------- American International Group Inc. is in talks with Munich Re for the sale of its Hartford Steam Boiler unit for a price between $1.2 billion and $1.5 billion, Matthew Karnitschnig, Pliam Pleven, and Dana Cimilluca at The Wall Street Journal report, citing people familiar with the matter. According to WSJ, the price isn't expected to be substantially more than the roughly $1.2 billion AIG paid to acquire HSB in 2000. WSJ relates that AIG said in October that HSB would be one of the assets it would sell to pay back its debt to the government. WSJ states that AIG has several years to repay its loans but it is trying to dispose of businesses as quickly as possible, to free itself from the interest it is paying to the government and to avoid further decline in the assets' value. The report says that since the government bailout, dozens of AIG's executives and underwriters transferred to rivals, sales of key products at home and overseas have declined significantly, and investment losses have increased. 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. AMERIQUEST MORTGAGE: Moody's Lowers Ratings on Six Cert. Classes ---------------------------------------------------------------- Moody's Investors Service has downgraded the rating of eight securities issued by Ameriquest Mortgage Securities Inc. The action is part of an ongoing review of Subprime RMBS transactions. Moody's Investors Service completed its review of the underlying rating on this certificate that is guaranteed by certain financial guarantors. The underlying rating reflects the intrinsic credit quality of the certificate in the absence of the guarantee. The current rating on the below certificate is consistent with Moody's practice of rating insured securities at the higher of the guarantor's insurance financial strength rating and the underlying rating based on Moody's modified approach to rating structured finance securities wrapped by financial guarantors. The ratings on the notes were assigned by evaluating factors determined to be applicable to the credit profile of the notes, such as i) the nature, sufficiency, and quality of historical performance information regarding the asset class as well as for the transaction sponsor, ii) an analysis of the collateral being securitized, iii) an analysis of the policies, procedures and alignment of interests of the key parties to the transaction, most notably the originator and the servicer, iv) an analysis of the transaction's allocation of collateral cashflow and capital structure, v) an analysis of the transaction's governance and legal structure, and (vi) a comparison of these attributes against those of other similar transactions. Moody's approach to analyzing more seasoned subprime pools i.e. prior to 2H 2005 takes into account the annualized loss rate from last 12 months and the projected loss rate over next 12 months, and then translates these measures into lifetime losses based on a deal's expected remaining life. Recent Losses are calculated by assessing cumulative losses incurred over the past 12-months as a percentage of the average pool factor in the last year. For Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%, 65% and 90% for loans that are delinquent 60-days, 90+ days, are in foreclosure, and REO respectively. Moody's then applies deal- specific severity assumptions, in this case 68%. The results of these two calculations - Recent Losses and Pipeline Losses - are weighted to arrive at the lifetime cumulative loss projection. Complete list of actions: Issuer: Ameriquest Mortgage Securities Inc., Series 2004-R10 -- Cl. A-1 Certificate, Confirmed Aaa, previously on 7/21/2008 Aaa Placed under Review for Possible Downgrade -- Financial Guarantor: Assured Guaranty Corp (Currently: Aa2) -- Cl. M-3 Certificate, Downgraded to A3, previously on 10/27/2004 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to Baa3, previously on 10/27/2004 Assigned to A1 -- Cl. M-5 Certificate, Downgraded to Ba3, previously on 6/5/2008 Downgraded to Baa2 -- Cl. M-6 Certificate, Downgraded to Caa2, previously on 6/5/2008 Downgraded to Baa3 -- Cl. M-7 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to Ba2 -- Cl. M-8 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to Ba3 -- Cl. M-9 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to B1 -- Cl. M-10 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to B3 ANTIOCH CO: Committee Taps Taft Stettinius as Counsel ----------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Antioch Company and its debtor-affiliates asks the United States Bankruptcy Court for the Western District of Ohio for permission to employ Taft Stettinius & Hollister LLP as its counsel. The firm is expected to: a) advise the Committee with respect to its powers, duties and responsibilities in these cases; b) provide assistance in the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and desirability of the continuance of such businesses, and any other matters relevant to the case or the proposed plan; c) prepare on behalf of the Committee all necessary pleadings and other documentation; d) advise the Committee with respect to the Debtors' proposed reorganization plan, the Debtors' proposed plan with respect to the prosecution of claims against various third parties and any other matters relevant to the case; e) provide assistance, advice and representation with respect to any legal decision involving interests represented by this Committee; f) represent the Committee in hearings and proceedings involving the Committee; and g) perform such other legal services as may be necessary and in the interest of the creditors and this Committee. The firm's professionals and their compensation rates are: Professionals Hourly Rates ------------- ------------ Members $200-$475 Associates $165-$325 Paralegals $115-195 W. Timothy Miller, Esq., an attorney at the firm, assures the Court that the firm does not hold any interest adverse to the Debtors' estate and their creditors, and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Antioch Co. The Antioch Co. -- http://www.antiochcompany.com/-- owns St. Cloud-based Creative Memories. The company was founded in 1926. It consists of operating and business units located in Ohio, Minnesota, Nevada, and Virginia. The direct-selling division encompasses the U.S. and Puerto Rico, Canada, Australia, New Zealand, Germany, Japan and the United Kingdom, with expansion planned in other European countries. The Antioch employs more than 1,090 people and manufactures, packages and markets more than 3,000 products to tens of thousands of independent sales consultants and retail dealers. As reported in the Troubled Company Reporter on Nov. 17, 20 08, The Antioch reached an agreement with lenders to restructure its debt. To facilitate this agreement, Antioch and six of its subsidiaries filed voluntary petitions for Chapter 11 protection on Nov. 13, 2008 (Bankr. S.D. Ohio Lead Case No. 08-35741). McDonald Hopkins LLC represents the Debtors in their restructuring efforts. The United States Trustee for Region 9 appointed creditors to serve on an Official Committee of Unsecured Creditors. In their summary of schedules, the Debtors listed $66,388,321 in total assets and $141,142,236 in total liabilities. ARCHWAY COOKIES: Panel Balks at Hearing Date of Conversion Motion ----------------------------------------------------------------- Bankruptcy Law360 reports that the official committee of unsecured creditors appointed in the bankruptcy cases of Archway Cookies LLC objected to the Debtors' request to move up a hearing on their request to convert their Chapter 11 bankruptcy cases to Chapter 7. According to Bankruptcy Law360, the committee told the U.S. Bankruptcy Court for the District of Delaware it had not been given warning and that the Christmas holidays would interfere with discovery. Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, -- http://www.archwaycookies.com/-- makes soft-baked cookies. And crackers. In 1998, Specialty Foods Corp. acquired the Debtors' for about $100 million. Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie Company and Archway Cookies from The Specialty Foods Acquisition Corporation for $250 million in 2000. Parmalat later sold its North American Bakery Group, which includes the Archway brands, Mother's brands and the U.S. and Canadian private label cookie businesses, to the private equity firm Catterton Partners and their operating partner Insight Holdings in 2005. Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Case No. 08-12323). Its affiliate, Mother's Cake & Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No. 08-12326). Michael R. Lastowski, Esq., at Duane Morris, LLP, represent the Debtors in their restructuring efforts. In their filing, the Debtors listed estimated assets of between $50 million and $100 million and estimated debts of between $500 million and $1 billion. ARKANSAS 49: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Arkansas 49, Inc. c/o 1 Shackleford Drive Suite 400 Little Rock, AR 72211 Bankruptcy Case No.: 08-17869 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Equity Media Holdings Corporation 08-17646 Chapter 11 Petition Date: December 16, 2008 Bankruptcy Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Bankruptcy Judge: James G. Mixon Debtor's Counsel: Patrick J. Neligan, Jr., Esq. Neligan Foley, LLP 325 N. St. Paul Suite 3600 Dallas, TX 75201 Tel.: (214) 840-5300 Fax : (214) 840-5301 Email: pneligan@neliganlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/areb08-17869.pdf The petition was signed by Glenn Charlesworth, Vice President and Chief Accounting Officer of the company. ASSET BACKED: Moody's Downgrades Ratings on Four Notes Classes -------------------------------------------------------------- Moody's Investors Service has downgraded the rating of six classes issued by Asset Backed Securities Corporation Home Equity Loan Trust. The action is part of an ongoing review of Subprime RMBS transactions. Moody's Investors Service completed its review of the underlying rating on this certificate that is guaranteed by the financial guarantor identified below. The underlying rating reflects the intrinsic credit quality of the certificate in the absence of the guarantee. The current rating on the below certificate is consistent with Moody's practice of rating insured securities at the higher of the guarantor's insurance financial strength rating and the underlying rating based on Moody's modified approach to rating structured finance securities wrapped by financial guarantors. Moody's approach to analyzing more seasoned subprime pools i.e. prior to the 2nd half of 2005 takes into account the annualized loss rate from last 12 months and the projected loss rate over next 12 months, and then translates these measures into lifetime losses based on a deal's expected remaining life. Recent Losses are calculated by assessing cumulative losses incurred over the past 12-months as a percentage of the average pool factor in the last year. For Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%, 65% and 90% for loans that are delinquent 60- days, 90+ days, are in foreclosure, and REO respectively. Moody's then applies deal-specific severity assumptions, in this case 63%. The results of these two calculations - Recent Losses and Pipeline Losses - are weighted to arrive at the lifetime cumulative loss projection. Complete list of rating actions: Issuer: Asset Backed Securities Corporation Home Equity Loan Trust 2004-HE7 -- Cl. A-1 Certificate, Confirmed Aaa, previously on 7/21/2008 Aaa Placed under Review for Possible Downgrade -- Financial Guarantor: Financial Security Assurance (Currently: Aa3) -- Cl. M3 Certificate, Downgraded to Baa1, previously on 12/14/2004 Assigned to A2 -- Cl. M4 Certificate, Downgraded to Baa3, previously on 12/14/2004 Assigned to A3 -- Cl. M5 Certificate, Downgraded to Ba2, previously on 12/14/2004 Assigned to Baa1 -- Cl. M6 Certificate, Downgraded to B2, previously on 12/14/2004 Assigned to Baa2 -- Cl. M7 Certificate, Downgraded to Caa2, previously on 12/14/2004 Assigned to Baa3 -- Cl. M9 Certificate, Downgraded to C, previously on 3/26/2008 Downgraded to Caa2 ASTORIA GENERATING: S&P Keeps 'B' Rating on Second-Lien Debt ------------------------------------------------------------ Standard & Poor's Ratings Services said it revised the outlook on Astoria Generating Co. Acquisitions LLC's debt to stable from negative. At the same time, Standard & Poor's affirmed its 'BB-' and 'B' ratings on the company's first- and second-lien debt, respectively. The outlook revision to stable stems from S&P's expectation of recovery in capacity spot electricity prices beginning in the summer 2009 period from the currently low spot auction prices. The delay in retiring the old NYPA Poletti plant (890 megawatts), together with changes in market rules, contributed to the significant reduction in capacity prices in the NYC (Zone J) region. The spot price is calculated using an administratively determined demand curve. For Zone J, the demand curve slope is about 10.5%; i.e., for every 100 MW increase in capacity over the equilibrium (80% of peak load), the Zone J capacity price declines by $10.7 per kilowatt-year. The firm capacity that is used in this calculation factors in plant outages over a rolling 12-month look-back period. Due to recent forced outages at other operators' plants, the firm capacity that will be used to calculate the spot price for summer 2009 is expected to be reduced for that period. This should lead to higher capacity prices and moreover, S&P expects the Poletti plant to be retired by Jan. 31, 2010. This should benefit capacity prices in the winter of 2009/2010. Astoria Gen, a subsidiary of US Power Generating Co., owns three separate sites with generating assets--Astoria, a 1,296 megawatts natural gas/fuel oil-fired plant in Queens, N.Y., and the Gowanus and Narrows sites (872 megawatts), two barge-mounted facilities using combustion turbines, largely for peaking capacity in Brooklyn, New York. All three sites have black-start capability. "The stable outlook reflects our expectation that capacity revenues will begin to recover in 2009," said Standard & Poor's credit analyst Trevor D'Olier-Lees. Under S&P's various scenarios it is possible that the leverage loan covenants will be tripped in second-quarter 2009 due to the lower capacity revenues in the winter 2008/2009 period. If needed, management has stated that it will use funds (currently about $30 million) at US Power Generating to cure any 2009 covenant trips. If capacity prices in the summer 2009 do not recover to about $7 per kilowatt-month and the project can't amortize debt in line with initial forecasts and fund sufficient distributions to cure its EBITDA-to-debt coverage ratios, S&P could lower the ratings. Although unlikely at this point, if the project can generate adequate revenues, either by hedging capacity or through a significant improvement in capacity prices in 2009, and amortize debt ahead of the initial forecasts, S&P could raise the ratings. ATHILON ASSET: Moody's Downgrades Ratings on Eight Note Classes --------------------------------------------------------------- Moody's Investors Service has downgraded the counterparty rating associated with Athilon Asset Acceptance Corp. and the counterparty and debt ratings associated with Athilon Capital Corp.: Athilon Asset Acceptance Corp. -- Current Counterparty Rating: Baa1 -- Former Counterparty Rating: Aaa, on review for downgrade Athilon Capital Corp. -- Current Counterparty Rating: Baa1 -- Former Counterparty Rating: Aaa, on review for downgrade US$62,500,000 Senior Subordinated Deferrable Interest Notes-Series A -- Current Rating: B3 -- Former Rating: A1, on review for downgrade US$62,500,000 Senior Subordinated Deferrable Interest Notes-Series B -- Current Rating: B3 -- Former Rating: A1, on review for downgrade US$62,500,000 Senior Subordinated Deferrable Interest Notes-Series C -- Current Rating: B3 -- Former Rating: A1, on review for downgrade US$62,500,000 Senior Subordinated Deferrable Interest Notes-Series D -- Current Rating: B3 -- Former Rating: A1, on review for downgrade US$100,000,000 Senior Subordinated Deferrable Interest Notes, Series E -- Current Rating: B3 -- Former Rating: A1, on review for downgrade US$75,000,000 Subordinated Deferrable Interest Notes, Series A -- Current Rating: Caa3 -- Former Rating: Ba1, on review for downgrade US$75,000,000 Subordinated Deferrable Interest Notes, Series B -- Current Rating: Caa3 -- Former Rating: Ba1, on review for downgrade US$50,000,000 Subordinated Deferrable Interest Notes, Series C -- Current Rating: Caa3 -- Former Rating: Ba1, on review for downgrade According to Moody's, the negative rating actions were primarily the result of the deteriorating credit quality of an asset-backed collateral debt obligation against which AAA Corp. (together with Capital Corp.), a subsidiary of Capital Corp., has written protection through a credit default swap. The rating of this ABS CDO was downgraded on December 15, 2008 to Caa3 on review for possible downgrade from Caa1 on review for possible downgrade, in conjunction with Moody's updating, as of December 11, 2008, asset correlation, default probability and recovery rates that are applied to structured finance collateralized debt obligations. The increased expected loss attributable to the ABS CDO following its downgrade, combined with the deteriorated market environment for recovery rates for certain classes of structured finance assets, the notional of the credit default swap, the idiosyncratic nature of certain conditions that could produce a claim under it and impaired liquidation values of certain eligible investments held by Athilon all have contributed to the rating action. The last rating actions with respect to the debt were taken on October 27, 2008 when the ratings of the Senior Secured Deferrable Interest Notes, Classes A-E, were downgraded to A1 on review for possible downgrade from Aaa on review for possible downgrade and the ratings of the Subordinated Deferrable Interest Notes, Classes A-C, were downgraded to Ba1 on review for possible downgrade from Aa2 on review for possible downgrade. The counterparty rating associated with AAA Corp. and the counterparty rating associated with Capital Corp. were placed on review for possible downgrade on July 9, 2008. BEAR STEARNS: S&P Puts Junk Rating on Class O Certs. at WatchNeg. ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on nine classes of commercial mortgage pass-through certificates from Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12 on CreditWatch with negative implications. The negative CreditWatch placements reflect Standard & Poor's preliminary analysis of the transaction following the recent transfers of two loans totaling $55.7 million to the special servicer, Centerline Servicing Inc. The loans are the Tower at Erieview loan and Mattress Discounters loan. The Tower at Erieview loan is the sixth-largest loan in the trust ($43.5 million, 2%) and is secured by a 703,205-sq.-ft. 40-story office tower with an attached parking garage containing 429 spaces in Cleveland, Ohio. The master servicer, Wells Fargo, transferred the loan to Centerline after the borrower gave notice that it would not be able to make the Nov. 1, 2008, debt service payment because of capital expenses and a drop in occupancy. The Mattress Discounters loan ($12.2 million, 1%) is secured by a 207,000-sq.-ft. warehouse in Upper Marlboro, Maryland. The property was leased to a single tenant, Mattress Discounters, that filed for bankruptcy Sept. 10, 2008, and is vacating the property. Standard & Poor's will resolve or update the CreditWatch negative placements as more details on the specially serviced assets become available. Ratings Placed on Creditwatch Negative Bear Stearns Commercial Mortgage Securities Trust 2006-PWR12 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ F BBB+/Watch Neg BBB+ 5.45% G BBB/Watch Neg BBB 4.43% H BBB-/Watch Neg BBB- 3.17% J BB+/Watch Neg BB+ 2.79% K BB/Watch Neg BB 2.41% L BB-/Watch Neg BB- 2.03% M B+/Watch Neg B+ 1.77% N B-/Watch Neg B- 1.52% O CCC+/Watch Neg CCC+ 1.27% BOWNETREE LLC: 36-20 Bowne Wants Case Dismissed; Stay Modified -------------------------------------------------------------- 36-20 Bowne LLC -- secured creditor of Bownetree, LLC -- asks the U.S. Bankruptcy Court for the Eastern District of New York to dismiss the Debtor's Chapter 11 proceeding, or modify and terminate the automatic stay to permit it to exercise it rights and remedies pertaining to certain real properties comprising partly completed walk up apartment buildings and vacant land located at Flushing, New York. 36-20 Bowne tells the Court that the Debtor has failed to make adequate protection payments, has no income or other resource to make such payments, and has no prospects for a successful reorganization. 36-20 Bowne holds a second mortgage against the Debtor's properties which as of the petition date was $5,082,804. Kennedy Funding, Ltd. holds the first mortgage which as of the petition date was in the amount of $3,739,150. The Internal Revenue Service and the New York State Department of Taxation and Finance hold secured claims against the Debtor in the amount of $200,000, and $98,000, respectively. The IRS and NYS Claims are based on the unpaid personal income taxes of Sam Suzuki, the member and president of Suzuki Capital Funding, Ltd., the majority owner of the Debtor. 36-20 Bowne tells the Court that under the Debtor's proposed plan, the Debtor proposed to sell the vacant real property for $9,000,000 to Foxwood Development Corp. to pay its debt obligations, but Foxwood later lowered its offer to $6.5 million. The Debtor has also failed to secured refinancing of the propety. 36-20 Bowne adds that even assuming that the Debtor may be able to sell the vacant property at $6,500,000 and the townhouse property for $4,000,000, for a combined purchase value of $10,400,000, there would still be insufficient funds to satisfy all the secured claims and interest, which accrues at $6,201 per day, after deducting the costs of the sale. Headquartered in New York City, Bownetree LLC is engaged in the business of real estate development, sales, and construction. The company filed for Chapter 11 protection on Sept. 4, 2008 (Bankr. E.D. N.Y. 08-45854). The Debtor's schedules showed assets of $17,301,277 and liabilities of $10,940,615. Alina N. Solodchikova, Esq. and Stphen B. Kass, Esq., at the Law Offices of Stehen B. Kass, in New York City, represent the Debtor as counsel. BUFFALO THUNDER: Moody's Cuts Corp. Family Rating to 'Caa3' ----------------------------------------------------------- Moody's Investors Service lowered Buffalo Thunder Development Authority's corporate family rating, probability of default rating and senior notes rating to Caa3 from B3. The rating outlook remains negative. The rating action reflects the significantly lower than expected ramp-up for the new Buffalo Thunder Resort, due to the current economic headwinds, and the resulting risk that BTDA might not be able to meet its debt service obligations in the next twelve months. In Moody's opinion, the economics of the project come into question in the context of the current consumer-led economic downturn, as BTDA's investments are unlikely to generate the expected returns in the near term. With no strong local patron base and shrinking travel and lodging budgets for destination guests, BTDA is expected to suffer lower than anticipated visitation. Operating a relatively large destination resort with various non-gaming amenities, BTDA also faces a high fixed cost burden. Together with BTDA's weak operating performance, material debt service obligations in the next twelve months and expected nominal cash balance after the payment of the December 15, 2008 interest payment create significant liquidity pressures. The negative outlook considers the near-term risk that BTDA's cash flow generation could be insufficient to allow the payment of its 2009 bond interests. Ratings downgraded to Caa3 from B3: - Corporate Family Rating - Probability of Default Rating - $245 million Senior Notes Rating (unchanged LGD assessment of LGD4/52%) The last rating action was on October 20, 2008, when Moody's downgraded BTDA's corporate family rating to B3. BTDA is a political subdivision of the Pueblo of Pojoaque, which was created in 2006 to oversee all of the Pueblo's gaming operations. BTDA operates in Santa Fe, New Mexico, The Cities of Gold Casino, the Sports Bar Casino, and since August 2008 Buffalo Thunder Resort. BUILDING MATERIALS: Fitch Junks Issuer Default Rating ----------------------------------------------------- Fitch Ratings has downgraded and removed from Rating Watch Negative the ratings of Building Materials Holding Corporation. -- Issuer Default Rating to 'CCC' from 'B-'; -- Senior secured debt to 'CCC/RR4' from 'B/RR3'. The Rating Outlook is Negative. Fitch has simultaneously withdrawn all ratings for this issuer. Fitch's 'RR4' Recovery Rating on BMHC's secured term loan and revolving credit facility indicates average (30%-50%) recovery prospects for holders of these debt issues. Fitch applied a liquidation analysis for these RRs. The downgrade on the senior secured debt applies to BMHC's $540 million senior secured credit facilities, including the company's $200 million secured revolving credit facility. The downgrades reflect the current very difficult housing environment and Fitch's expectation that housing activity will be even more challenging than previously anticipated throughout calendar 2009. The ratings changes also reflect continued deterioration in credit metrics so far in 2008 and also expected for the balance of the year and into 2009. The company's financial results have been adversely affected by the meaningful multi-year downturn in the homebuilding market, especially as the large public builders sharply reduced production of new homes to balance supply with demand. Fitch expects that BMHC's margins, credit metrics and cash flow will continue to be under pressure as the housing environment remains difficult for the remainder of the year and into next year. In 2009, Fitch projects that total and single-family starts will decline 22% and 22.6%, respectively. The Rating Watch Negative has been resolved with BMHC's amendment to its secured bank credit facilities. Fitch originally placed BMHC on Rating Watch Negative on July 31, 2008. BMHC is one of the largest providers of building materials and residential construction services in the United States. The company serves the homebuilding industry through two recognized brands: as BMC West, the company distributes building materials and manufactures building components for professional builders and contractors in the western and southern states; as SelectBuild, it provides construction services to high-volume production homebuilders in key markets across the country. CAMBIUM LEARNING: Moody's Lowers Corporate Family Rating to 'Caa2' ------------------------------------------------------------------ Moody's Investors Service lowered its ratings for Cambium Learning, Inc., including its Corporate Family rating and Probability of Default rating (each to Caa2 from Caa1), as outlined below. The downgrades principally reflect the company's heightened risk of default amid weak top-line performance, free cash flow losses and a correspondingly eroding liquidity profile, particularly as financial maintenance covenants tighten in 2009 and spending on the company's intervention educational materials comes under further pressure. The rating outlook is negative. This concludes Moody's review of Cambium's ratings which commenced May 15, 2008. Details of the rating actions are: Ratings downgraded: * Corporate Family rating -- to Caa2 from Caa1 * Probability of Default rating -- to Caa2 from Caa1 * $30 million senior secured first lien revolving credit facility, due 2011 -- to Caa1, LGD3 34% from B3, LGD3 38% * $103 million senior secured first lien term loan, due 2011 -- to Caa1, LGD3 34% from B3, LGD3 38% The rating outlook is negative. At the end of September 2008, Cambium's credit agreement-defined total leverage stood at 6.96 times total debt-to-EBITDA, compared to a current 7.5 times covenant test. However, Moody's considers it unlikely that Cambium will be able to maintain compliance with this test once it tightens to a 6.5 times level commencing March 31, 2009. While Cambium may be able to obtain a waiver or outright amendment to this test from it s lenders, the cost could be prohibitive given current tightness in the credit markets. Default risk is expected to remain high over the interim period. The Caa2 CFR incorporates Cambium's tight liquidity and high leverage (estimated to be in excess of 8.0 times debt-to-EBITDA incorporating Moody's standard adjustments), its relatively small size, its vulnerability to the pre-K-12 at-risk and special education segment and the softening market conditions which are expected from cut-backs in discretionary spending by schools. The ratings are supported by the reputation of Cambium's niche educational programs, the diversification of its customer and geographic base, the importance of the company's intervention solutions in helping disadvantaged and at-risk students, the continuing cash equity support provided by Cambium's owners and the company's recent reduction in debt from the proceeds of a settlement reached with its prior owners. In addition to uncertainty related to prospective covenant compliance, the negative outlook incorporates Moody's view that cut-backs in school spending on Cambium's niche products could place further pressure on the company's credit metrics. The most recent rating action occurred on May 15, 2008, when Moody's downgraded Cambium's CFR to Caa1 and initiated a review for possible downgrade. Cambium's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near-to-intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Cambium's core industry and Cambium's ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Natick, Massachusetts, Cambium Learning, Inc. is a leading provider of intervention solutions designed specifically for the pre-K-12 at-risk and special education markets. Annual revenue approximates $100 million. CANON COMM: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Canon Communications LLC to stable from negative. At the same time, S&P affirmed all ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects Canon's success in obtaining covenant relief by amending its credit agreement," said Standard & Poor's credit analyst Jeanne Mathewson. Canon has a high concentration of revenue and EBITDA in several trade shows and publications addressing medical devices and packaging. The medical device concentration leaves the company highly vulnerable to potential weakness in this sector, even though the sector's business trends do not directly relate to economical cycles. Trade shows, which account for more than half of Canon's revenues, have higher margins and are less vulnerable to economic cycles than its magazines because of less competition and exhibitors' high annual renewal rates. The publishing industry has been hurt by shifts in marketing spending as it migrates from print-based to digital advertising. Although the company has a small, growing digital division, competition among Internet-based media is more challenging than among print-based media because of lower barriers to entry. Canon made several acquisitions over the past year, resulting in revenue and EBITDA growth of 24% and 25%, respectively, for the fiscal year ended Sept. 30, 2008. However, organic revenue was only about 3% over the same period. Pro forma for acquisitions, lease-adjusted debt to EBITDA, including management fee expenses, declined to 5.0x in the 12 months ended Sept. 30, 2008, from 5.7x at year-end 2007 and from 6.2x at June 30, 2007. Pro forma for acquisitions and the amendment, lease-adjusted EBITDA interest coverage was 2.0x during the same period. Canon generates positive free cash flow because of low capital spending and working capital needs. The company converted roughly 48% of EBITDA to discretionary cash flow in the 12 months ended June 30, 2008. Canon's advance-booking cycle for its trade shows provides near-term revenue visibility (roughly 12 months), but longer-term profitability and cash flow are less predictable. CARMIKE CINEMAS: Moody's Affirms Corporate Family Rating at 'B2' ---------------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating, the B3 probability of default rating, and the B1 senior secured bank rating for Carmike Cinemas, Inc. The outlook remains negative, reflecting concerns about tightening financial maintenance covenants and continued fundamental weakness, including EBITDA margins below peers, which may prevent Carmike from achieving the targeted low-6x debt-to-EBITDA leverage (as per Moody's standard adjustments, which include the capitalization of operating leases) required to sustain a B2 corporate family rating. However, management's commitment to improving its credit profile, as demonstrated by the suspension of its common stock dividend program and continued repayment of debt with asset sales proceeds, lend support to maintenance of the B2 Corporate Family rating. Carmike Cinemas, Inc. -- Affirmed B2 Corporate Family Rating -- Affirmed B3 Probability of Default Rating -- Affirmed B1 rating on Senior Secured First Lien Bank Credit Facility, LGD2, 29% -- Outlook, Negative Absent fundamental improvement that contributes to a decline in Moody's-defined leverage to the low-6x level or below, or if liquidity tightens further for uncured covenant-related or other reasons, Moody's would likely downgrade the corporate family rating to B3. Free cash flow has improved somewhat over the past year due primarily to a reduction in capital expenditures, and suspension of the common stock dividend program will save approximately $9 million annually. However, revenue and EBITDA trends remain weak, with EBITDA for the trailing twelve months through September 30, 2008 at the lowest level reported over the 2003-through-current timeframe. Debt repayment to date has remained insufficient to offset EBITDA erosion and enable Carmike to lower its leverage. The B2 corporate family rating continues to reflect Carmike's high leverage, above-average sensitivity to film product from movie studios and lack of scale, as well as a weak industry growth profile. The company's dominant position in its targeted smaller markets, strong concession margins, and adequate liquidity support the rating, as well as management's commitment to improving its credit profile. Moody's most recent action on Carmike was the outlook change to negative from stable on November 8, 2007. Moody's also affirmed the B2 corporate family rating at that time. Carmike's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, 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. Moody's compared these attributes against other issuers both within and outside Carmike's core industry and believes Carmike's ratings are comparable to those of other issuers with similar credit risk. Carmike operates approximately 2,300 screens and 250 theaters and maintains its headquarters in Columbus, Georgia. Its annual revenue is approximately $500 million. CENTURY INDEMNITY: Moody's Affirms 'Ba3' ISFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service has affirmed the Aa3 insurance financial strength ratings of certain of ACE Limited's property & casualty insurance operating subsidiaries, including ACE Bermuda Insurance, Ltd and ACE Tempest Reinsurance, Ltd. The rating agency also affirmed the A3 senior debt rating of ACE INA Holdings, Inc. which is unconditionally guaranteed by ACE INA's indirect parent, ACE. The outlook for ACE's debt ratings and the IFS ratings of the lead Bermuda-based operating companies remains stable. In the same action, Moody's affirmed the A2 IFS ratings of operating subsidiaries within the ACE USA and Westchester Specialty businesses and changed the outlook to stable. ACE Group During the third quarter, ACE's investment portfolio declined as a result of meaningful credit spread widening and the group recorded significant realized and unrealized losses. The rating agency said that the credit quality of ACE's fixed income portfolio remains high and that ultimate economic losses on the investment portfolio are likely to be less that what current market values suggest. In addition, ACE offers variable annuity reinsurance which has been under pressure due to material declines in the equity market. As of September 30, 2008, ACE had around $7 billion of net amount at risk for guaranteed minimum income and death benefit exposures. Moody's also believes that ACE's variable annuity reinsurance exposure will not materially impact capitalization, but will contribute to near term earnings volatility. According to Moody's, the affirmation of ACE's ratings reflect its solid competitive positions in its principal business segments, its diversified spread of risk and good internal liquidity, and its sound capitalization on a consolidated basis. These fundamental strengths are tempered by challenges associated with managing a complex global operation, the intrinsic volatility of some of ACE's insurance and reinsurance businesses, and its exposure to natural catastrophes and adverse claim trends. Moody's current ratings reflect its expectations that the company's earnings will be strong across all core franchises (return on average equity will exceed 10% over the cycle), consolidated operating leverage will continue to moderate, and adverse reserve development including A&E liabilities will be less than 5% of carried reserves. In addition, the ratings contemplate that financial leverage will be less than 30% with earnings coverage of interest and preferred dividends of at least 8x. ACE USA The affirmation of the A2 IFS ratings on ACE USA reflects the group's improved stand alone credit profile based on its established position in the US commercial and specialty insurance market as well as its improved operating performance and financial position in recent years. These strengths are offset by substantial, yet moderating, gross underwriting leverage and reinsurance recoverables, exposure to natural and manmade catastrophes, as well as direct and continuing indirect exposures to asbestos, environmental and other toxic tort liabilities through the runoff of the Brandywine segment. The group's affiliation with Switzerland-domiciled ACE has benefited ACE USA as it has worked to enhance its market position in recent years, but the large size of the operation relative to ACE overall limits the rating uplift that could be attributed to it from stronger affiliates. This consideration combined with external pressures including investment losses, higher financial leverage and competitive market conditions have led to the revised stable outlook, consistent with the stable outlook for ACE. According to Moody's, members of the ACE American pool companies provide an intercompany excess of loss reinsurance agreement to Century Indemnity Company, a subsidiary of Brandywine. At June 30, 2008, $230 million of unused limit remained under the agreement. If the limit were to be exhausted, ACE and ACE USA would not currently have a legal obligation to fund these losses, although this has been and could again be challenged in court. As such, to the extent that A&E reserves were to further develop adversely, Moody's believes that this would represent a contingent liability, potentially in the form of a legal obligation as well as a moral obligation, to the overall group. These ratings have been affirmed with a stable outlook: * ACE INA Holdings Inc. -- senior unsecured debt at A3, subordinated debt at Baa1; * ACE Capital Trust II -- backed preferred securities at Baa1; * ACE Bermuda Insurance, Ltd - insurance financial strength at Aa3; * ACE Tempest Reinsurance, Ltd - insurance financial strength at Aa3; * Century Indemnity Co. - insurance financial strength at Ba3; * Century Reinsurance Company - insurance financial strength at Ba3. These ratings were affirmed and the outlook changed to stable from positive: * ACE American Insurance Company -- insurance financial strength at A2; * ACE Fire Underwriters Insurance Company - insurance financial strength at A2; * ACE Property & Casualty Insurance Company - insurance financial strength at A2; * Indemnity Insurance Co. North America - insurance financial strength at A2; * Pacific Employers Insurance Co. - insurance financial strength at A2; * Atlantic Employers Insurance Co. - insurance financial strength at A2; * ACE Indemnity Insurance Company - insurance financial strength at A2; * ACE Insurance Co. Midwest - insurance financial strength at A2; * Bankers Standard Insurance Co. - insurance financial strength at A2; * Bankers Standard Fire & Marine Co. - insurance financial strength at A2; * Illinois Union Insurance Company - insurance financial strength at A2; * Insurance Co of North America - insurance financial strength at A2; * Westchester Fire Insurance Co. - insurance financial strength at A2; * Westchester Surplus Lines Insurance Company - insurance financial strength at A2. Switzerland-domiciled ACE Limited is engaged through its subsidiaries in providing insurance, reinsurance and financial products and services to corporate and insurance company clients on a global basis. For the nine months of 2008, ACE Limited had total gross premiums written of $14.9 billion and net income of $1.2 billion. Total shareholders' equity at September 30, 2008 was $15.4 billion. The last rating action involving ACE occurred on May 12, 2008, when Moody's assigned an A3 to ACE INA's $450 million senior debt issuance due 2015. CHARTER COMMUNICATIONS: Fitch Puts 'CCC' IDR Rating on WatchNeg. ---------------------------------------------------------------- Fitch Ratings has placed Charter Communications, Inc.'s 'CCC' Issuer Default Rating and the IDRs and individual issue ratings of Charter's subsidiaries on Rating Watch Negative. Approximately $21.1 billion of debt outstanding as of Sept. 30, 2008 is effected by Fitch's action. The Rating Watch reflects Fitch's concern that the initiation of discussions with Charter's bondholders increases the likelihood that the company will engage in a broad based distressed debt exchange or bankruptcy filing. Fitch's current ratings have long reflected Charter's highly leveraged balance sheet, the company's substantial free cash flow deficits, and precarious liquidity position. Charter's operations are dependant on continued access to its revolver and open access to capital markets as Fitch expects that Charter will continue to generate negative free cash flow throughout the ratings horizon. In Fitch's opinion Charter's access to additional liquidity beyond the capacity of the current revolver is uncertain given current capital market conditions. The company indicates that the borrowing capacity under its revolver coupled with existing cash and cash flow generated from operations will be sufficient to meet cash requirements through 2009. The company does not currently have adequate liquidity in place to address approximately 1.9 billion of 2010 scheduled maturities. Resolution of the Rating Watch will be predicated on the outcome of the discussions with bondholders. Fitch has placed these ratings on Ratings Watch Negative: Charter Communications, Inc. -- IDR 'CCC'; -- Convertible senior notes 'CCC/RR4'. Charter Communications Holdings, LLC -- IDR 'CCC'; -- Senior unsecured notes 'CCC/RR4'. CCH I Holdings, LLC -- IDR 'CCC'; -- Senior unsecured notes 'CCC/RR4'. CCH I, LLC -- IDR 'CCC'; -- Senior secured notes 'CCC/RR4'. CCH II, LLC -- IDR 'CCC'; -- Senior unsecured notes 'CCC/RR4'. CCO Holdings, LLC -- IDR 'CCC'; -- Senior secured notes 'CCC/RR4'; -- Third lien term loan 'B/RR1'. Charter Communications Operating, LLC -- IDR 'CCC' -- Senior secured credit facility 'B/RR1'; -- Senior secured second lien notes 'B/RR1'. CHESAPEAKE CORP: Moody's Changes PD Rating to 'Ca/LD' from 'Ca' --------------------------------------------------------------- Moody's Investors Service changed Chesapeake Corporation's Probability of Default Rating to Ca/LD from Ca while concurrently confirming all other credit ratings. This concludes the review for possible downgrade initiated on June 30, 2008 and continued on November 25, 2008. The ratings outlook is negative. Moody's believes Chesapeake did not make the interest payment that was due on November 15, 2008 on the sterling-denominated senior subordinated notes within the 30-day grace period ending December 15, 2008. In the most recent 10-Q filing, Chesapeake stated it anticipated the lenders of the $250 million senior secured revolving credit facility (unrated by Moody's) would issue a payment blockage notice preventing Chesapeake from making scheduled interest payments. Moody's deems a default to have occurred when an interest payment is not made by the end of a grace period, regardless of whether an Event of Default has been declared by note holders. Furthermore, Chesapeake is in default of the financial covenants under its revolving credit facility. On December 11, 2008, Chesapeake announced it had signed an amendment and extension of the previous forbearance agreement. The lenders have agreed they will forbear from exercising their rights and remedies against Chesapeake until December 23, 2008 in respect of (i) existing financial covenant defaults and (ii) Chesapeake's failure to pay the interest payment to the holders of the sterling-denominated subordinated notes. The agreement is subject to compliance by Chesapeake with certain terms and conditions. The lenders have reserved the right to terminate the agreement immediately in the event the subordinated note holders accelerate payment. Pursuant to cross-default provisions which may be embedded in debt instruments, an acceleration of the maturity of the credit facility could require immediate payment of substantially all other outstanding indebtedness. The negative outlook reflects continued uncertainty regarding Chesapeake's viability as a going concern. Should an event of default occur across all rated debt, Moody's would likely change the PDR to Ca/D and withdraw the ratings approximately three days thereafter. Moody's confirmed these ratings: * 18.75 million 6.375% senior unsecured revenue bonds due 2019, Ca / LGD4 (69%) * $31.25 million 6.25% senior unsecured revenue bonds due 2019, Ca / LGD4 (69%) * Corporate Family Rating, Ca This rating was changed: * Probability of Default Rating, to Ca/LD from Ca These ratings were affirmed: * 67.1 million GBP 10.375% senior subordinated notes due 2011, C / LGD5 (86%) * 100 million EUR 7% senior subordinated eurobonds due 2014, C / LGD5 (86%) The previous rating action on Chesapeake occurred on November 25, 2008 when the CFR and PDR were lowered to Ca. Headquartered in Richmond, Virginia, Chesapeake Corporation is a leading international supplier of specialty paperboard and plastic packaging. Revenues for the twelve month period ended September 28, 2008 were $1.02 billion. CHINA GATEWAY: Hires Goldman Parks as Independent Accountants ------------------------------------------------------------- China Gateway Corporation engaged Goldman Parks Kurland and Mohidin LLP as the company's principal independent accountant, effective Oct. 29, 2008. The company dismissed Sherb & Co., LLP, as the company's principal independent accountant. The decision to change principal independent accountants has been approved by the company's board of directors, and was based solely on the proximity of GPKM's offices to the company's principal office. Going Concern Doubt Sherb & company, LLP, in Boca Raton, Florida, expressed substantial doubt about g8wave Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditor pointed to the company's accumulated deficit of $10,196,529 and cash used in operating activities of $4,408,397 for the year ended Dec. 31, 2007. The company suffered recurring losses from operations and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. The company have incurred substantial net losses of $3,539,432 for the nine months ended Sept. 30, 2008, and have an accumulated deficit of $13,762,961 at Sept. 30, 2008. At Sept. 30, 2008, the company has cash and cash equivalents of $10,744. Moreover, as a result of the Sale, the company has minimal assets and operations and, therefore, its operations are not an adequate source to fund its future operations. Pursuant to the Purchase Agreement, Bradley Mindich, an officer of G8, is required to pay to the company an amount that is reasonably necessary for it to continue in existence and remain in compliance with applicable laws and the rules and regulations of the Securities and Exchange Commission and state securities regulators for a period of 12 months following the closing, in an amount not to exceed $125,000, less the $30,000 paid at closing. As of Sept. 30, 2008, Mr. Mindich has paid to approximately $57,000. The company will require additional funding in order to continue as a going concern. The company's ability to raise additional capital may be adversely affected by the fact that the audit report prepared by its independent registered public accounting firm relating to its financial statements for the year ended Dec. 31, 2007, includes a going concern opinion. The company does not have any firm commitments for additional financing, and there is no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. The company's ability to continue its operations will be dependent on its ability to obtain such further financing. About China Gateway Corporation Headquartered in Boston, China Gateway Corporation fka g8wave Holdings Inc. (OTC BB: GEWV) -- http://www.g8wave.com/-- is an integrated mobile media company and a provider of interactive entertainment, social networking/community services and mobile marketing services. The company provides services in the following areas: mobile content distribution services, mobile marketing applications and consulting, and mobile community development services. At Sept. 30, 2008, the company's balance sheet showed total assets of $10,744 total liabilities of $27,037, resulting in a stockholders' deficit of $16,293. For nine months Sept. 30, 2008, the company posted net loss of $3,539,432 compared to net loss of $4,884,488 for the same period in the previous year. For three months ended Sept. 30, 2008, the company posted net loss of $1,553 compared to net loss of $2,951,228 for the same period in the previous year. CHRYSLER LLC: Gov't Loans Can Convert into DIP Financing Facility ----------------------------------------------------------------- "Upon the filing of a voluntary or involuntary bankruptcy petition by or in respect to" Chrysler or General Motors, the U.S. Treasury Department "shall have the exclusive right, exercisable at its option, to convert" the government loans scheduled to close on Dec. 29, 2008, "into a debtor-in-possession facility," according to the term sheets released by the Treasury Department on Fri., Dec. 19. As widely reported, the White House announced Friday that the Treasury Department will extend a $9.4 billion secured loan to GM and a $4.0 billion secured loan to Chrysler from available Troubled Asset Relief Program funds. Another $4.0 billion will be made available to GM if the Congress approves the transfer of $350 billion to the TARP. The loans, to the extent legally and contractually permissible, will be secured by first-priority liens on all unencumbered assets, and junior liens on all encumbered assets. GM indicated in testimony before the Congress that its unencumbered assets are its trademarks and equity interests in foreign subsidiaries. Chrysler told the Congress all of its assets are fully encumbered; Chrysler's finance affiliates will guarantee $2.0 billion of Chrysler's borrowings. Feb. 17 Restructuring Plan By Feb. 17, 2009, the automakers are required to submit to the President's Designee a plan to achieve and sustain the long-term viability, international competitiveness and energy efficiency of the Company and its subsidiaries. That Restructuring Plan must include specific actions intended to result in: (1) Repayment of the Loan Amount and any other financing extended by the Government under all applicable terms and conditions; (2) Ability of the Company and its subsidiaries to (x) comply with applicable Federal fuel efficiency and emissions requirements, and (y) commence domestic manufacturing of advanced technology vehicles, as described in section 136 of the Energy Independence and Security Act of 2007 (Public Law 110-140; 42 U.S.C. 17013); (3) Achievement by the Company and its subsidiaries of a positive net present value, using reasonable assumptions and taking into account all existing and projected future costs, including repayment of the Loan Amount and any other financing extended by the Government; (4) Rationalization of costs, capitalization, and capacity with respect to the manufacturing workforce, suppliers and dealerships of the Company and its subsidiaries; and (5) A product mix and cost structure that is competitive in the United States marketplace. Debt, Wage & VEBA Cuts Additionally, the automakers must use their best efforts to achieve these targets: (A) Reduction of their outstanding unsecured public indebtedness (other than with respect to pension and employee benefits obligations) by not less than two-thirds through conversion of existing public debt into equity or debt and other appropriate means; (B) Reduction of the total amount of compensation, including wages and benefits, paid to their U.S. employees so that, by no later than December 31, 2009, the average of such total amount, per hour and per person, is an amount that is equal to the average total amount of such compensation, as certified by the Secretary of Labor, paid per hour and per person to employees of with Nissan Motor Company, Toyota Motor Corporation, or American Honda Motor Company whose site of employment is in the United States; (C) Elimination of the payment of any compensation or benefits to U.S. employees of the Company or any subsidiary who have been fired, laid-off, furloughed, or idled, other than customary severance pay. (D) Application of the work rules to their U.S. employees, beginning not later than December 31, 2009, in a manner that is competitive with Nissan Motor Company, Toyota Motor Corporation, or American Honda Motor Company whose site of employment is in the United States; and (E) Provision that not less than one-half of the value of each future payment or contribution made by them to the account of the voluntary employees beneficiary association (or similar account) (VEBA) of a labor organization representing the employees of the Company and its subsidiaries shall be made in the form of the stock of the Company or one of its subsidiaries, and the total value of any such payment or contribution shall not exceed the amount of any such payment or contribution that was required for such time period under the collective bargaining agreement that applied as of the day before the Closing Date. Mar. 31 Certification By Mar. 31, 2009, the automakers must submit to the President's Designee a written certification and report detailing the progress they've made in implementing their Restructuring Plans. The report shall identify any deviations from the Restructuring Targets and explain the rationale for these deviations, including an explanation of why such deviations do not jeopardize the Borrower's long-term viability. The report shall also include evidence satisfactory to the President's Designee that these events have occurred: (1) Approval of the Labor Modifications by the members of the Unions; (2) Receipt of all necessary approvals of the VEBA Modifications other than regulatory and judicial approvals, provided that the Company must have filed and be diligently prosecuting applications for any necessary regulatory and judicial approvals; and (3) The commencement of an exchange offer to implement the Bond Exchange. Full-text copies of the 15-page Term Sheets released by the Treasury Department are available at no charge at: General Motors -- http://bankrupt.com/misc/GMTermSheet.pdf -- and -- Chrysler -- http://bankrupt.com/misc/ChryslerTermSheet.pdf American Bankruptcy Institute has noted that Prof. Todd Zywicki told The Wall Street Journal that a chapter 11 filing by the Detroit automakers will likely result in a stronger domestic industry. Prof. Zywicki is Professor of Law at George Mason University School of Law and Senior Fellow of the James Buchanan Center, Program on Politics, Philosophy, and Economics, at George Mason University. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Dec. 3, 2008, Dominion Bond Rating Service downgraded the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. As reported in the Troubled Company Reporter on Aug. 11, 2008, Standard & Poor's Ratings Services lowered its ratings on Chrysler LLC, including the corporate credit rating, to 'CCC+' from 'B-'. On July 31, 2008, TCR said that Fitch Ratings downgraded the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'. The Rating Outlook is Negative. The downgrade reflects Chrysler's restricted access to economic retail financing for its vehicles, which is expected to result in a further step-down in retail volumes. Lack of competitive financing is also expected to result in more costly subvention payments and other forms of sales incentives. Fitch is also concerned with the state of the securitization market and the ability of the automakers to access this market on an economic basis over the near term, given the steep drop in residual values, higher default rates, higher loss severity being experienced and jittery capital market. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. CIRCUIT CITY: Cancels Dec. 18 Auction of Closing Store Leases ------------------------------------------------------------- Bankruptcy Data and Bankruptcy Law360 report that Circuit City Stores, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a notice of cancellation of the previously- scheduled auction for unexpired non-residential real property leases for closing stores. Bankruptcy Data notes that, according to a posting on the site of Kurtzman Carson Consultants, the Debtors' claim, notice and ballot agent, "The Debtors did not receive any bids on leases the substance of which required them to post information on this website or otherwise transmit information to any landlords. At this time, the Debtors will not conduct an auction. If the circumstances change, affected landlords will be contacted separately." Bankruptcy Law360 reports that landlords had objected to the sale, arguing that the Debtors' proposal would unfairly release them from the full extent of their liabilities. The auction was slated for December 18. On Thursday, Circuit City issued a statement in response to a research report that Credit Suisse issued and that erroneously states that Circuit City has announced additional store closures. The Debtors said, "On December 17, Circuit City filed with the Court a notice that an auction of the leases for 154 of these stores was cancelled and therefore will seek to have the leases rejected." "Circuit City has not announced any plans for additional store closures." On November 3, 2008, Circuit City announced plans to close 155 stores that were underperforming or no longer a strategic fit for the company. Excluding the 155 closing stores, Circuit City continues to serve its guests through 567 stores in 153 U.S. media markets, via its Web site at www.circuitcity.com and via phone at 1-800-THE-CITY (1-800-843-2489). Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- is a specialty retailer of consumer electronics, home office products, entertainment software and related services. The company has two segments: domestic and international. Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case No.: 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. (Circuit City Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CITADELLE AT ARROWHEAD: Files for Chapter 11 Protection in Phoenix ------------------------------------------------------------------ Erin Zlomek at The Arizona Republic reports that The Citadelle at Arrowhead Ranch, LLC, filed for Chapter 11 protection before the U.S. Bankruptcy Court for the District of Arizona as developer P.J. Stephens struggled to keep the project financially afloat. According to the report, Mr. Stephens said that tightened credit markets made it hard to fund new tenant improvement projects and kept him from securing new leases. The Arizona Republic relates that steakhouse Floyd's and the fondue restaurant Melting Pot pulled out of a deal to open at The Citadelle. The Citadelle's tenants include independent clothing boutiques, a sangria lounge, and the sister venue of a Zagat-rated Italian restaurant, The Arizona Republic states. Glendale, Arizona-based The Citadelle at Arrowhead Ranch, LLC, filed for Chapter 11 protection on Dec. 17, 2008 (Bankr. D. Ariz. Case No. 08-18304). Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., represents the company in its restructuring effort. The company listed assets of $10 million to $50 million and debts of $10 million to $50 million. CONTINENTALAFA DISPENSING: Committee Files Disclosure Statement --------------------------------------------------------------- The Official Committee of Unsecured Creditors in ContinentalAFA Dispensing Company and its debtor-affiliates' bankruptcy cases filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a Disclosure Statement in support of its proposed Plan of Liquidation. Pursuant to the Plan, the Debtor will be dissolved and ceased to exist on the Effective Date. A Liquidation Trustee, to be appointed by Committee, will be authorized to sell or dispose of all property of the Estate and will exercise all the rights, powers and duties of a Chapter 11 trustee. The Liquidation Trustee will make distributions as provided by the Plan. The Plan will be funded by the Liquidation Trustee's liquidation of the Debtors remaining unencumbered assets and recoveries from unencumberd causes of action including Avoidance Actions. The Debtors currently have no business operations. The liquidation dividend paid to holders of General Unsecured Trade Claims and General Unsecured Non-Trade Claims is contingent upon the availability of funds after payment of Allowed Secured Claims, Administrative Expense Priority Claims, U.S. Trustee Fees, Priority Tax Claims and Priority Unsecured Claims. Administrative Expense Claims and Fees specified in 28 U.S.C. Section 1930(a)(6) will be paid in full. Priority tax claims will be paid, to the extent funds are available, exclusive of penalties and postpetition interest in full; or paid over of a period not exceeding 5 years, in the sole and absolute discretion of the Liquidation Trustee. All Classified Claims and Interests are Impaired under the Plan. The Allowed Secured Claim of Wachovia Capital Finance Corp. will be paid in full from collateral currently held by Wachovia. The Allowed Secured Claims of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P., will be paid in full. To the extent that the collateral or proceeds of Master Fund and Special Situation Fund's respective collaterals is insufficient, the unpaid portions will be treated as a general unsecured non-trade claim; or an an Interest of Equityholders claim if the Committee's challenge to the claims is upheld. The Allowed Secured Claim of Armin Tool & Manufacturing Company will be paid in full through surrender of the Property to which its lien may attach upon allowance of its claim. If the proceeds are insufficient to pay Armin's claim in full, the unpaid portion will be treated as a general unsecured trade claim. Priority Unsecured Claims will be paid in full after the payment of Administrative Expense Claims. General Unsecured Trade Claims will be paid pro rata from the remaining estate funds after payment in full of Allowed Secured Claims, Administrative Expense Priority Claims, U.S. Trustee fees, Priority Tax Claims, and Priority Unsecured Claims. General Unsecured Non-Trade Claims (including the claims of Masters Fund and Special Situations Fund, to the extent they are not secured) will be paid pro rata from remaining estate funds after payment in full of Allowed Secured Claims, Administrative Expense Claims, U.S. Trustee Fees, Priority Tax Claim, and Priority Unsecured Claims. Interest of Equityholders will be extinguished with no distribution. The Committee believes the liquidation under the Plan will result in a greater dividend on unsecured claims than a Chapter 7 liquidation. An adversary proceeding is pending, in which the claimants allege damages of up to $5.5 million under the WARN Act. The Committee has intervened as a defendant in the adversary case. If the WARN Act claimants succeed at obtaining a priority claim of $5.5 million, their claim will greatly diminish the likelihood of any distribution to general unsecured creditors. The Plan may be confirmed by the Court if it is accepted by the holders of two-third in the amount and one-half in number of claims in each voting class. If the required acceptances are not received, the Court may nevertheless approve the Plan if the Plan provides fair and equitable treatment to the class rejecting the Plan. A full-text copy of the Committee's proposed Plan of Liquidation is available for free at: http://bankrupt.com/misc/ContinentalAFA_planofliquidation.pdf A full-text copy of the Committee's Disclusure Statement in support of its proposed Plan of Liquidation is available for free at: http://bankrupt.com/misc/ContinentalAFA_disclosurestatement.pdf About ContinentalAFA Dispensing ContinentalAFA Dispensing Company, fka Indesco International, Inc. -- http://www.continentalafa.com/-- headquartered in St. Peters, Missouri, designs, manufactures and supplies high quality plastic trigger sprayers and other liquid dispensing technologies and systems for major consumer product companies and industrial markets. CAFA has been positioned as one of two United States manufacturers of trigger sprayers for major consumer products companies. These offerings are integrated into (i) household consumer products for cleaning, laundry and lawn and garden applications and (ii) industrial and commercial products for automotive, janitorial and sanitation uses. CAFA also manufactures lotion, treatment, fine mist and condiment pumps. CAFA's dispensing products are sold primarily to (i) multinational, national and regional manufacturers of brand name and private label consumer products and (ii) independent distributors of containers and packing products. North America is the principal market for CAFA's products. These products are found in a wide variety of consumer product outlets, including Wal-Mart, Target, Lowe's, Home Depot, grocers and other consumer product outlets. CAFA possesses leading industry technology, including over 370 active and pending trademarks and patents worldwide. Continental AFA and its wholly owned subsidiaries, Continental Sprayers International, Inc. and AFA Products, Inc., filed separate voluntary Chapter 11 petition in the Eastern District of Missouri United States Bankruptcy Court on Aug. 7, 2008 (Case No. 08-45921). Judge Kathy A. Surratt-States oversees the case. John J. Hall, Esq., and Lawrence E. Parres, Esq., at Lewis, Rice & Fingersh, L.C., represents the Debtor. Daniel D. Doyle, Esq., and David Michael Brown, Esq., at Spencer Fane Britt & Browne LLP, represent the Committee as counsel. When they filed for bankruptcy, the Debtors listed $100,000,000 to $500,000,000; and estimated debts of $10,000,000 to $50,000,000. CORNERSTONE MINISTRIES: Salient Terms of Debtor's Liquidation Plan ------------------------------------------------------------------ Cornerstone Ministries Investments Inc. delivered to the United States Bankruptcy Court for the Northern District of Georgia a disclosure statement describing a Chapter 11 plan of liquidation dated Dec. 12, 2008. The plan contemplates the liquidation of the Debtor's assets to cash and distribute the proceeds to holders of allowed claims. If the plan is confirmed by the Court, the Official Committee of Unsecured Creditors will appoint a plan administrator to liquidate the Debtor's assets, which includes both interest in mortgage loans and other assets as well as litigation claims against parties that dealt with the Debtor. A plan committee composed of members of the creditors' committee will be appointed and oversee the plan administrator's liquidation of the Debtor's assets. The plan classifies interests against and claims in the Debtor in nine groups. The classification of interests and claims are: Treatment of Interests and Claims Type Estimated Estimated Class of Claims Treatment Amount Recovery ----- -------- --------- --------- --------- N/A Administrative unimpaired $2,050,000 100% N/A Priority Tax unimpaired $0 100% 1 Non-Tax Priority unimpaired $0 100% 2 Secured Tax impaired $0 100% 3(a) Appian Way MPP impaired $3,370,375 14%-27% 3(b) Cross Creek MPP impaired $3,000,000 0%-38% 3(c) Wellstone at impaired $50,000 0%-35% Middle Creek MPP 3(d) Wellstone at impaired $1,600,000 0%-20% Bluffon MPP 3(e) Wellstone in the impaired $2,391,000 30%-100% Smokies MPP 4 Secured impaired $8,479,629 0%-100% 5 Bondholder impaired $142,879,770 7%-34% 6 Other Secured impaired $686,157 7%-34% 7 Convenience Class impaired unknown unknown 8 Subordinated unknown unknown 9 Equity Interests unknown unknown Under the plan, bondholders will receive a ratable share of cash available for distribution to unsecured creditors after the Debtor's assets are liquidated. Bondholders may elect to contribute their non-estate claims to the private actions trust and will receive a proportionate share of net recoveries from the private actions trust based upon the amount of their allowed claims against the Debtor. Unsecured creditors will also receive a ratable share of cash after the Debtor's assets are liquidated. In addition, unsecured creditors including a bondholder with a claim less than $10,000 may elect to have their claims place into the convenience class. Creditors will be entitled to get a one time payment within 90 days of the effective date of 16% of their allowed claim, not to exceed $1,600,000. Secured creditors are expected to receive, either (i) a payment in full in periodic installments over a time period to be determined at a market rate of interest; cash equal to the amount of their allowed claim; or a return of the collateral securing their claim. MMP claim holders will receive their share of the collateral or recover the collateral securing the allowed claim. Equity interest will be canceled under the plan. As reported by the Troubled Company Reporter, the official committee of unsecured creditors also filed its own bankruptcy plan for the Debtor. According to Bloomberg's Bill Rochelle, the Debtor's plan and the rival plan presented by the committee are almost identical, except with regard to exculpation provisions. The Committee objected to Cornerstone's proposed plan where everyone would be barred from bringing suits against management. Although the Committee's plan doesn't include an exculpation for management, it does bar claims against members of the Committee. Bondholders with $143 million in unsecured claims are expected to recover between 9% and 36% under the Committee's plan. The Committee has asked the U.S. Bankruptcy Court, Northern District of Georgia to preclude the Debtor's plan from proceeding. It said that it's "an absurd waste of time" to permit both plans to move ahead. A full-text copy of the Debtor's Disclosure Statement is available for free at http://ResearchArchives.com/t/s?368b A full-text copy of the Debtor's Chapter 11 Plan of Liquidation is available for free at http://ResearchArchives.com/t/s?368c 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. CROWN CASTLE: Moody's Confirms 'Ba3' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has confirmed the long term ratings of Crown Castle Operating Company, including the Ba3 corporate family rating, the Ba3 probability of default rating, and the Ba3 ratings for the senior secured credit facilities, following the company's announcement that it had received $175 million in commitments from its bank group to extend the maturity of its revolving credit facility until January 2010. This concludes Moody's review of CCOC's ratings which commenced October 10, 2008. The rating outlook is negative, driven principally by ongoing near- to intermediate-term debt maturities which, until they are more fully satisfied on a longer-term basis, may pressure the company's liquidity and operating strategy. Outlook Actions: Issuer: Crown Castle Operating Company -- Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: Crown Castle Operating Company -- Probability of Default Rating, Confirmed at Ba3 -- Corporate Family Rating, Confirmed at Ba3 -- Senior Secured Bank Credit Facility, Confirmed at Ba3, LGD3, 48% The SGL-4 speculative grade liquidity rating continues to reflect Moody's view that the company's liquidity profile is best characterized as weak over the coming year, notwithstanding the near-term improvement. Although the revolver extension frees up about $145 million of liquidity in 2009, the short-term nature of the extension does not alleviate the company's overall refinancing risk. In addition, the company needs to build cash in 2009 to meet the nearly $300 million of debt maturities in December, 2009 and potentially early amortization of a much larger magnitude under its 2005 tower securitization vehicle that may commence in June 2010. The liquidity rating is tempered by the company's ability to moderate its 2008 run-rate $400 million capital expenditure program, which includes land and tower acquisitions and new tower construction, as well as its stock buy-back program. Moody's notes that CCOC's Ba3 corporate family rating reflects the company's market position as a leading operator in the wireless tower industry whose fundamentals are likely to remain strong over the forward rating horizon, resulting in strong earnings growth and free cash flow generation. The rating is supported by the stability of most of the company's revenues, which are largely derived under contractual agreements with the largest wireless operators in the U.S. The rating is constrained by the aggressive financial policy adopted by CCOC's management in the recent past, which directed significant portions of debt capital to shareholders via share buy-backs and managing to a targeted Debt/EBITDA leverage ratio (Moody's adjusted) of approximately 8.0x. As the negative rating outlook primarily reflects the concern about the weak liquidity due to the near- to intermediate- term debt maturities, if the company implements a clearly articulated plan to refinance or fund the scheduled amortization payments over the next 18 months, the outlook and the SGL rating will be revisited during that time frame. Moody's notes that essentially all of CCOC's domestic tower assets have been pledged under securitization agreements, and its bank facility is secured by a partial pledge of shares of these same subsidiaries, which greatly limits access to alternative liquidity. CCOC's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near- to intermediate-term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of CCOC's core industry and CCOC's ratings are believed to be comparable to those of other issuers of similar credit risk. Moody's most recent rating action was on October 10, 2008, at which time Moody's placed CCOC's ratings on review for possible downgrade and lowered the liquidity rating to SGL-4 (indicating weak liquidity) from SGL-2 (indicating good liquidity). Based in Houston, Texas, Crown Castle Operating Company is a wireless tower operator and is wholly owned by Crown Castle International Corp. DANA HOLDING: Moody's Cuts Corporate Family Rating to 'Caa1' ------------------------------------------------------------ Moody's Investors Service has lowered the ratings of the Dana Holding Corporation -- Corporate Family Rating and Probability of Default Rating to Caa1 from B2. Moody's also lowered the ratings on the company's senior secured asset based revolving credit facility to B2 from Ba3, and lowered the rating for the senior secured term loan to B3 from B1. The ratings remain under review for possible further downgrade. The Speculative Grade Liquidity Rating of SGL-3 was affirmed. The downgrade results from the expectation of continued erosion in the North American market for SUVs and light trucks over the near term. Reduced demand is expected to be driven by weakening economic conditions and consumer aversion of purchasing automobiles from distressed OEMs. Deteriorating economic conditions in Europe will also pressure the company's operations. The Detroit-3 represent about 28% of Dana' revenues while Europe represents about 30% of revenues. The downgrade also reflects Moody's expectation that these operating pressures will result in credit metrics no longer consistent with the B rating category. While Dana recently received covenant amendments to its senior secured term loan to provide, among other things, additional financial covenant cushion, industry conditions will continue to pressure covenant compliance. Moody's review will continue to focus on Dana's ability to adjust its cost structure in response to the reduced production levels in 2009, and to maintain adequate liquidity over the next twelve months. The Speculative Grade Liquidity Rating of SGL-3 continues to reflect Moody's expectation that the deterioration of industry conditions could result in negative free cash flow over the next twelve months. The company maintained significant cash balances at September 30, 2008 of $1.0 billion, and had approximately $335 million of availability under its $650 million asset based revolving credit, net of letters of credit. The company also maintains a European receivables loan facility of EUR225 million, maturing in July 2012, which had availability of $120 million at September 30, 2008. In October Dana borrowed $180 million under the revolving credit. On November 21, 2008, Dana amended its term loan facility which, among other items, increased financial covenant cushions. However, continuing erosion of automotive demand and announcements of lower OEM production in North America are likely to pressure the newly amended cushions. Alternative liquidity is limited as all of the company's domestic assets and 66% of the equity of the non-domestic subsidiaries secure the revolving credit and term-loan. There is capacity to incur up to $400 million of additional debt in the foreign subsidiaries, subject to financial covenant limitations. Ratings lowered and under review: -- Corporate Family Rating to Caa1 from B2; -- Probability of Default Rating, to Caa1 from B2; -- $650 million senior secured asset based revolving credit facility, to B2 (LGD3, 32%) from Ba3 (LGD3, 32%); -- $1.430 billion senior secured term loan, B3 (LGD3, 33%) from B1 (LGD3 35%); Ratings affirmed: -- The Speculative Grade Liquidity Rating, SGL-3 The last rating action for Dana Holding Corporation was on October 28, 2008 when the ratings were lowered and placed under review for downgrade. Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal management products. The company's customer base includes virtually every major vehicle and engine manufacturer in the global automotive, commercial vehicle, and off-highway markets, which collectively produce more than 65 million vehicles annually. The company employs approximately 32,000 people in 26 countries. DANIEL ROLEA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Daniel Rolea and Nadezhda Russu Rolea 241 S. Prospect St. Hagerstown, MD 21740 Bankruptcy Case No.: 08-26332 Chapter 11 Petition Date: December 10, 2008 Bankruptcy Court: United States Bankruptcy Court District of Maryland (Greenbelt) Bankruptcy Judge: Wendelin I. Lipp Debtor's Counsel: Daniel M. Press, Esq. Chung & Press, P .C. 6718 Whittier Ave., Ste. 200 McLean, VA 22101 Tel.: (703) 734-3800 Fax : (703) 734-0590 Email: dpress@chung-press.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb08-26332.pdf The petition was signed by Daniel Rolea and Nadezhda Russu Rolea. DB ISLAMORADA: To Sell Furniture, etc.; $100,000 Bid Received ------------------------------------------------------------- DB Islamorada, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida for authority to sell at auction various furniture and furnishings which were purchased for a condominium hotel which it is developing in Islamorada, Monroe County, Florida. The Debtor wants to sell the assets free and clear of all liens, claims, encumbrances, and interests. The Debtor tells the Court that it has received a written offer from DFS International to purchase the property for $100,000. In addition, the Debtor asks the Court to direct the escrow of the proceeds from the sale of the property pending further Court order and to allow it to surcharge the property in the amount of $5,000, an amount less than the attorney's fees and costs incurred by the Debtor with respect to the sale of the property. The Debtor relates that BMC Loan Servicing, MAMC, Inc., the Debtor's major secured creditor, Monroe County Tax Collector, and FreightCo Logistics, may assert a lien or other interest in the property. The Debtor believes that BMC's claim was satisfied prior to the Petition Date and, therefore, BMC's lien, if any, has been extinguished. MAMC, through counsel, has advised that MAMC consents to the relief requested in the sale motion. The Debtor tells the Court that the Monroe County Tax Collector and FreightCo Logistics should have no objection as the taxes that may be owed to the Monroe County Tax Collector and the outstanding storage fees that may be owed to FreightCo Logistics could be safisfied in full from the proceeds of the sale of the property. About DB Islamorada Miami, Florida-based DB Islamorada LLC in developing a condomunium hotel in Islamorada, Monroe County, Florida. The company filed for Chapter 11 relief on on Nov. 29, 2007 (Bankr. S.D. Fla. Case No. 07-20537). Andrew D. McNamee, Esq., and Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A, represent the Debtor as counsel. In its schedules, the Debtor listed total assets of $28,236,009 and total debts of $27,546,060. DEI HOLDINGS: S&P Reinstates 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it reinstated its 'B' corporate credit rating on DEI Holdings Inc. and subsidiary DEI Sales Inc., its 'B' senior secured bank loan rating, and '3' recovery rating on the company's senior secured credit facility, at the company's request. Standard & Poor's had previously withdrawn the ratings on Nov. 24, 2008, at the company's request. The outlook is negative. As of Sept. 30, 2008, the company had about $259 million of debt. The ratings on Vista, California-based DEI reflect the company's participation in the highly competitive consumer electronics industry, narrow business focus, limited financial flexibility, and high leverage. The company benefits from a scalable outsourced manufacturing model, satisfactory market position for certain products, and the overall favorable long-term outlook for consumer electronics. During November 2008, DEI announced its exit from the satellite radio business, which had experienced large sales and margin declines, but required a sizable working capital investment. S&P assumes DEI's exit from the satellite radio business will result in debt reduction of about $25 million by March 31, 2009, which is expected to result from the repurchase of satellite radio inventory by Sirius XM Radio Inc. (Sirius; CCC+/Negative/--) and the repayment of satellite radio receivables by retailers. However, a failure to realize these cash flows due to a possible liquidity event at Sirius remains a risk. "The company's ability to sustain its recent leverage reduction and compliance on its financial covenants, given the June 2009 step-down, largely depends on the severity of the slowing retail environment for consumer electronics and its ability to manage working capital levels, including the recovery of working capital investment related to the satellite radio business exit," said Standard & Poor's credit analyst Jerry Phelan. Standard & Poor's could lower the ratings if leverage increases and/or covenant cushion falls below 10%, which could occur if fourth-quarter operating performance deteriorates more than expected or if recovery of working capital from Sirius or receivables repayment from large retail customers is delayed. "An outlook revision to stable is unlikely over the near term, given the challenging operating environment," Mr. Phelan continued. DELPHI CORP: Can Sell Global Exhaust Business to Bienes for $17MM ----------------------------------------------------------------- Delphi Corporation said it received approval from the U.S. Bankruptcy Court for the Southern District of New York for the sale of assets related to the company's global exhaust business to Bienes Turgon for $17 million, subject to adjustments. "Delphi's sale of its global exhaust business is a significant, meaningful step as the company progresses with ongoing corporate and divisional transformation plans," said Ron Pirtle, president, Delphi Powertrain Systems. "This move further refines our powertrain product portfolio to feature core, differentiated technologies in which Delphi possesses competitive advantages and for which customers are calling." Delphi selected Bienes Turgon as the lead bidder and received court approval to proceed with the sale process for the global exhaust business. Delphi will carefully manage the transition of the business, and the sale will be completed in coordination with Delphi's customers, suppliers, employees, unions and other stakeholders. The transaction, which is subject to certain closing conditions, including completion of consultation procedures with certain unions and works councils, and completion of the closing documents, is expected to close during the first half of 2009. Although the company is divesting its exhaust business, Delphi Powertrain continues to provide full engine management systems -- including air and fuel management, combustion and valvetrain technology -- through its gas EMS product business unit. 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. ECLIPSE AVIATION: Owners & Would-Be Owners of Jets Form Committee ----------------------------------------------------------------- Heather Clark at The Associated Press reports that Eclipse Aviation clients have formed a committee to represent the interests of owners and prospective owners of Eclipse 500 very light jets. The AP relates that Eclipse Aviation, under the proposed reorganization, will sell almost all its assets, valued at $100 million to $500 million, at a public auction on Jan. 7, 2009, if there are multiple bidders. According to The AP, the Eclipse Ad-Hoc Customers Committee said that it will represent the clients who bought the 259 jets that Eclipse Aviation delivered before filing for Chapter 11 protection. The Committee also said that it will represent clients who have paid an estimated $300 million in deposits for the jets. Eclipse 500 Owners Club President David Green said in a statement that the Committee will serve as a focal point for prospective buyers of Eclipse Aviation to help preserve client satisfaction and goodwill. Mr. Green, according to The AP, said that the Committee will "ensure that customers are fairly treated and that the Eclipse order book is preserved as one of the most valuable assets of Eclipse." Citing Mr. Green, the report states that the committee is funded by Eclipse 500 owners and those who have paid deposits after ordering their aircraft. The AP quoted Randall Sanada -- chairperson of Eclipse Aviation's first customer, Jet-Alliance Inc., and a member of the Customer Committee's steering committee -- saying, "Whoever the ultimate buyer of the company assets is -- whether it is ETIRC Aviation or another candidate buyer -- it's in the customer group's interest that the company be successful and profitable." The committee has talked with ETIRC Aviation chief executive Roel Pieper about the group's formation, The AP says, citing Mr. Sanada. The AP relates that Mr. Sanada said that the Committee will invite as many as 800 Eclipse Aviation clients to join the group, which currently has nine members on its steering committee. 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. EDUCATION FINANCE: Files for Chapter 7 Liquidation in Texas ----------------------------------------------------------- Court documents say that Education Finance Partners Inc. has filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the Western District of Texas. The Austin American-Statesman relates that Education Finance listed assets of less than $1 million and debts of $10 million to $50 million. According to court documents, Education Finance stopped issuing education loans four months ago. UPI.com states that Education Finance stopped lending money in August 2008 and laid off about 113 of its 200 workers. Education Finance wanted to move its headquarters to San Francisco, but instead stopped operations in September 2008, UPI.com reports. Austin, Texas-based Education Finance Partners -- http://EducationFinancePartners.comis a full service specialty finance company providing private student loan solutions that enable students and their families to bridge the gap between the cost of education and federal aid. ENERGY FUTURE: S&P Affirms Corporate Credit Ratings at 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Energy Future Holdings Corp. (EFH; previously known as TXU Corp.) and on its subsidiaries, Texas Competitive Energy Holdings LLC and TCEH's holding company Energy Future Competitive Holdings Co., including S&P's 'B-' corporate credit ratings, following a full review of the company. The 'B-' rating reflects the consolidated credit profile of EFH, TCEH, EFCH, and of equity distributions from Oncor Electric Delivery Co LLC (BBB+/Stable) which provides low-risk regulated transmission and distribution service in northern Texas. EFH owns about 80% of Oncor, but S&P rates Oncor separate from EFH on a standalone basis. The stable outlook reflects low potential for ratings changes in the near term due to the company's large base load generation position, the stabilizing effect of the large hedge program into 2013, large liquidity balances, and a significant amount of cash flow from stable regulated T&D operations. Also, new plants will improve cash flow in 2009. The rating could fall if financial performance does not rise from current levels, which are generally weak for the rating. An improvement in the rating would require greater assurance that improved financial metrics can be sustained and that refinancing risk on the large amount of term loan debt declines. ENTELLIUM CORP: Court Approves Sale Bidding Procedures ------------------------------------------------------ The Hon. Karen A. Overstreet of the United States Bankruptcy Court for the Western District of Washington approved bidding procedures for the sale of substantially all assets of Entellium Corporation and Entellium NA, free and clear of liens, interests and encumbrances. Intuit Inc. has offered to acquire the Debtors' assets for $7.5 million. Competing bids for the Debtors' assets must be delivered by Jan. 9, 2009, to Two Union Square, 601 Union Street, #500 in Seattle, Washington. An auction will take place on Jan. 20, 2009, at 10:00 a.m., followed by a sale hearing the next day at 9:30 a.m. The opening bid will be $6,000,000 plus (i) a $588,354 amount anticipated to be outstanding under the Debtors' postpetition agreement, and (ii) $868,642 the amount guaranteed by the stalking-horse bidder. To participate in the auction, bidders are required to make an initial over-bid of at least $100,000. The stalking-horse bidder will be paid a $500,000 break-up if the Debtors consummate the sale to another party. The sale is expected to close by Feb. 4, 2009. About Entellium Corporation Headquartered in Seattle, Washington, Entellium Corporation and its affiliate, Entellium NA, filed for Chapter 11 protection on December 2, 2008 (Bankr. W.D. Wash. Case Nos. 08-18286 and 08-18287. Christine M. Tobin, Esq., and Gayle E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $37,711,413 in total assets and $12,718,774 in total debts. ENTELLIUM CORP: Section 341(a) Meeting Scheduled for January 7 -------------------------------------------------------------- The United States Trustee for Region 18 will convene a meeting of creditors of Entellium Corporation and Entellium NA on Jan. 7, 2009, at 9:00 a.m., at the U.S. Courthouse, Room 4107, 700 Stewart St. in Seattle, Washington. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Seattle, Washington, Entellium Corporation and its affiliate, Entellium NA, filed for Chapter 11 protection on December 2, 2008 (Bankr. W.D. Wash. Case Nos.: 08-18286 and 08-18287. Christine M. Tobin, Esq., and Gayle E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they list $37,711,413 in total assets and $12,718,774 in total debts. ENTELLIUM CORP: U.S. Trustee Forms Two-Member Creditors Committee ----------------------------------------------------------------- The U.S. Trustee for Region 18 appointed two creditors to serve on an Official Committee of Unsecured Creditors in Entellium Corporation and Entellium NA's bankruptcy cases. The creditors committee members are: 1) Tippit, Inc. Attn: Ian Bensman, Director of Finance 100 California Street, Suite 400 San Francisco, CA 94111 Tel: (415) 229-7526 Fax: (415) 520-0867 ibensman@tippit.com 2) Paperless Business Systems, Inc. Attn: Scott Pape, Vice President 1417 Fourth Avenue, Fourth Floor Seattle, WA 98101 Tel: (206) 256-0771 Fax: (206) 282-3312 scottp@paperlessbusiness.com 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 Seattle, Washington, Entellium Corporation and its affiliate, Entellium NA, filed for Chapter 11 protection on December 2, 2008 (Bankr. W.D. Wash. Case Nos.: 08-18286 and 08-18287. Christine M. Tobin, Esq., and Gayle E. Bush, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they list $37,711,413 in total assets and $12,718,774 in total debts. ETHANEX ENERGY: Trustee Files Suit Against McGuireWoods for Fraud ----------------------------------------------------------------- Dan Margolies at The Kansas City Star reports that Eric Rajala, the trustee of bankrupt Ethanex Energy Inc., has sued 900-lawyer McGuireWoods over an alleged multimillion-dollar fraud scheme by its former partner Louis W. Zehil that contributed to Ethanex Energy's collapse. According to The Kansas City Star, Mr. Rajala is seeking unspecified damages from McGuireWoods, claiming that the law firm "was aware of, supported and profited" from the activities of Mr. Zehil. The report quoted Kansas City attorney John M. Edgar, the attorney for Mr. Rajala, as saying, "We believe that McGuireWoods is responsible for Zehil's conduct." Mr. Rajala is also seeking to hold McGuireWoods liable for fraud, wrongful interference with business expectations, negligent supervision, and breach of fiduciary duty, the report states. The Kansas City Star relates that Mr. Zehil was forced out of McGuireWoods in February 2007, when his alleged scheme was uncovered. New York federal prosecutors, according to the report, filed criminal fraud charges against Mr. Zehil, while the Securities and Exchange Commission brought civil charges. Both cases are pending, says the report. Mr. Zehil is scheduled to appear before the court in late April 2009, states the report. The SEC, according to The Kansas City Star, alleged that Mr. Zehil profited more than $17 million by selling unregistered shares of seven energy firms, including those of Ethanex Energy and Alternative Energy Sources Inc. The Kansas City Star reports that William Allcott, a partner with McGuireWoods, said that the firm didn't believe Mr. Rajala's lawsuit had merit. The Kansas City Star quoted Mr. Allcott as saying, "This suit is based on the alleged activities of a former partner in the firm, Louis Zehil. Those activities were conducted secretly, without the firm's knowledge, solely for Mr. Zehil's personal benefit. When McGuireWoods discovered his activities, it immediately demanded and received his resignation and reported his activities to the appropriate authorities. We intend to vigorously defend this suit." About Ethanex Energy Headquartered Basehor, Kansas, Ethanex Energy (OTCBB: EHNX) -- http://www.ethanexenergy.com-- is a renewable energy company whose mission is to be the lowest cost producer of renewable energy by employing advanced technology in design, construction and operation of ethanol plants. The company expects to achieve this industry position through the application of next-generation feedstock technologies and use of alternative energy sources. Ethanex Energy is currently developing two ethanol production facilities located in the mid-west, with a combined production capacity of approximately 264 million gallons of ethanol per year. Ethanex Energy is concentrating its geographic focus in areas that allow access to abundant supplies of corn, alternative energy sources, transportation infrastructure and the potential for expedited permitting. Ethanex Energys acquisition and brownfield development strategies afford it rapid capacity development with significant operating cost advantages. Ethanex Energy has offices in Santa Rosa, California and Charleston, South Carolina. EZ LUBE: Seeks $1.8MM Funding for Insurance Payouts --------------------------------------------------- Bankruptcy Law360 reports that EZ Lube LLC has asked the U.S. Bankruptcy Court for the District of Delaware to approve two post- petition insurance premium financing agreements totaling approximately $1.8 million. The Debtor said it needs the funding to maintain operations, the report says. According to the report, one agreement is with First Insurance Funding Corp. Headquartered in Santa Ana, California, EZ Lube LLC -- http://www.ezlube.com-- provide oil change and related services for automobiles including: oil filter replacement, lubricating chassis, and gearbox and brake fluid level maintenance. The company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256). The Debtors proposed Broadway Advisors LLC as financial advisor; Coffey Management Company as chief restructuring advisor; and Kurztman Carson Consultants LLC as notice, claims and solicitation agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. FEDERAL MOGUL: To Reduce Global Workforce by 10% in 2009 -------------------------------------------------------- Federal-Mogul Corporation (NASDAQ:FDML) has expanded its existing restructuring plan announced September 17, 2008, in response to the continued challenging conditions in the global automotive market. Federal-Mogul plans to implement several initiatives designed to further consolidate, downsize or close additional locations. These actions are expected to reduce the company's global workforce by approximately 4,600 additional positions or about 10%. The company is not disclosing the specific sites at this time, pending further evaluation and consultations with appropriate parties. The additional restructuring actions will begin during the first quarter of 2009. Preliminary cost estimates for the additional restructuring are approximately $80 million through the end of 2009, and are in addition to expense estimates included in the original plan announced in September 2008. "We continue to take actions in response to the ongoing significant downturn in regional markets and global industry outlook. These measures are required to prepare the company for the unprecedented challenges in the automotive industry," said Jose Maria Alapont, Federal-Mogul President and CEO. About Federal-Mogul Corporation Federal-Mogul Corporation -- http://www.federal-mogul.com/-- (OTCBB: FDMLQ) is a global supplier, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. Founded in Detroit in 1899, the company is headquartered in Southfield, Michigan, and employs 45,000 people in 35 countries. Aside from the U.S., Federal-Mogul also has operations in other locations which includes, among others, Mexico, Malaysia, Australia, China, India, Japan, Korea, and Thailand. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan. They submitted a Disclosure Statement explaining that plan on April 21, 2003. They submitted several amendments and on June 6, 2004, the Bankruptcy Court approved the Third Amended Disclosure Statement for their Third Amended Plan. On July 28, 2004, the District Court approved the Disclosure Statement. The estimation hearing began on June 14, 2005. The Debtors submitted a Fourth Amended Plan and Disclosure Statement on Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure Statement on Feb. 6, 2007. The Fourth Amended Plan was confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed by the District Court on November 14. Federal-Mogul emerged from chapter 11 on Dec. 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the Troubled Company Reporter on Nov. 4, 2008, Standard & Poor's Ratings Services said it has revised its outlook on Federal-Mogul Corp. to negative from stable and affirmed its 'BB-' corporate credit rating on the company. Southfield, Michigan-based Federal-Mogul had total balance sheet debt of $3 billion as of Sept. 30, 2008. FORD MOTOR: To Hold Talks with UAW for Cost Savings --------------------------------------------------- Ford spokesman Mark Truby said Friday that the company expected to work with the United Automobile Workers union to achieve any savings that G.M. and Chrysler might negotiate, Bill Vlasic at The New York Times reports. "We have a strong relationship with the U.A.W.," Mr. Vlasic quotes Mr. Truby as saying. "We're going to continue to work to completely close the competitive gap with foreign transplants." Ford has shun any federal assistance unlike its peers. According to Mr. Vlasic, Ford runs the risk of falling behind G.M. and Chrysler if those two companies can wrest concessions from the union and Ford cannot. As reported in today's Troubled Company Reporter, the White House announced Friday that the U.S. Treasury Department will extend a $9.4 billion secured loan to GM and a $4.0 billion secured loan to Chrysler from available Troubled Asset Relief Program funds. Another $4.0 billion will be made available to GM if the Congress approves the transfer of $350 billion to the TARP. The loans, to the extent legally and contractually permissible, will be secured by first-priority liens on all unencumbered assets, and junior liens on all encumbered assets. GM indicated in testimony before the Congress that its unencumbered assets are its trademarks and equity interests in foreign subsidiaries. Chrysler told the Congress all of its assets are fully encumbered; Chrysler's finance affiliates will guarantee $2.0 billion of Chrysler's borrowings. The New York Times notes that avoiding government bailout is a risk that Ford is willing and able to take: -- Ford has more cash on hand than its larger rival G.M. -- $18.9 billion at the end of the third quarter, compared with $16.2 billion for G.M.; and -- Ford has a backstop of a $10.8 billion line of credit with banks that it negotiated in 2006. "At the time, industry analysts saw Ford's mortgaging of its assets to get the line of credit as a sign of desperation," Mr. Vlasic wrote. "Now it appears to be a smart move that separates Ford from its Detroit rivals, which have been shut out of the tight credit market and forced to borrow from the government." Mr. Vlasic notes that by not taking government loans now, Ford can legitimately portray itself as the healthiest of Detroit's automakers, and could possibly capitalize on that status in the marketplace. According to Mr. Vlasic, one study showed that Ford benefited during October and November from G.M.'s financial plight. The Times also notes that chairman William C. Ford Jr., has said that Ford is now in a position to lead the industry in its transition to more fuel-efficient cars. Mr. Ford said in an interview last month that Ford hoped to be the model for Detroit's recovery and to work closely on strategic initiatives favored by President-elect Barack Obama, the Times says. "Whether it was lucky or planned, the decision to borrow the money has turned out to be a huge positive for Ford," Mr. Vlasic notes John Casesa, principal in the auto consulting firm Casesa Shapiro Group, as saying." On Friday, Ford welcomed action by the Bush Administration to provide emergency funding for GM and Chrysler. "As we told Congress, Ford is in a different position. We do not face a near-term liquidity issue, and we are not seeking short- term financial assistance from the government," Ford President and CEO Alan Mulally said. "But all of us at Ford appreciate the prudent step the Administration has taken to address the near-term liquidity issues of GM and Chrysler. The U.S. auto industry is highly interdependent, and a failure of one of our competitors would have a ripple effect that could jeopardize millions of jobs and further damage the already weakened U.S. economy." Ford has submitted to Congress its comprehensive business plan, which details the company's plan to return to pre-tax Automotive profitability by 2011. In the plan, Ford said the transformation of its North American automotive business will continue to accelerate through aggressive restructuring actions and the introduction of more high-quality, safe and fuel-efficient vehicles -- including a broader range of hybrid-electric vehicles and the introduction of advanced plug-in hybrids and full electric vehicles. Ford is asking for access to a line of credit of up to $9 billion in bridge financing, but reiterated that it hopes to complete its transformation without accessing a government loan. "For Ford, a line of credit would serve only as a critical backstop or safeguard against worsening conditions, as we drive transformational change in our company," Mr. Mulally said. Ford said it is more committed than ever to deliver more of the safe, affordable, high-quality, fuel-efficient vehicles that consumers want and value. 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-'. FREESCALE SEMICONDUCTOR: Elects to Pay June 2009 Interest in PIK ---------------------------------------------------------------- Freescale Semiconductor, Inc., elected to pay payment-in-kind or PIK interest for the interest period ending on June 15, 2009, as a prudent method to enhance liquidity in light of the dislocation in the current financial markets and the uncertainty as to when reasonable conditions will return. The company may, at its option, elect for any interest payment period prior to Dec. 15, 2011, to use the payment-in-kind feature of its outstanding $1.5 billion 9-1/8%/9-7/8% Senior PIK-Election Notes due 2014 in lieu of making cash interest payments. The company will evaluate this option prior to the beginning of each eligible interest period, taking into account market conditions and other relevant factors at that time. In connection with this election, on Dec. 4, 2008, the company delivered notice to The Bank of New York Mellon fka The Bank of New York), in its capacity as trustee under the Indenture governing the PIK-Election Notes, that, with respect to the interest that will be due on such notes on the June 15, 2009, interest payment date, the company will make the interest payment by paying in kind at the PIK interest rate of 9-7/8% instead of paying interest in cash. About Freescale Semiconductor Inc. Headquartered in Austin, Texas, Freescale Semiconductor Inc. (NYSE: FSL) -- http://www.freescale.com/ -- designs and manufactures embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The company has design, research and development, manufacturing or sales operations in more than 30 countries. * * * As reported in the Troubled Company Reporter on Oct. 10, 2008, Fitch Ratings believes Freescale Semiconductor Inc.'s announced plan to sell or joint venture its cellular business has no immediate impact on the company's debt ratings or Negative Rating Outlook, due primarily to the uncertainty surrounding the structure and timing of any potential transaction. Fitch rates Freescale as: (i) issuer default rating at 'B+'; (ii) senior secured bank revolving credit facility at 'BB+/RR1'; (iii) senior secured term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5'; senior subordinated notes at 'CCC+/RR6'. FREESCALE SEMICONDUCTOR: Inks Separation and Release Agreements --------------------------------------------------------------- Freescale Semiconductor Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that it entered into Separation and Release Agreements with two of its former executives. Paul Grimme, Freescale's former Senior vice president and general manager of the Microcontrollers Solutions Group, resigned effective as of Sept. 5, 2008. On Dec. 9, 2008, Freescale entered into a Separation and Release Agreement and a Consulting Services Agreement with Mr. Grimme, setting forth the terms of Mr. Grimme's separation from Freescale and its affiliates. The Grimme Separation Agreement provides that, subject to certain conditions, Freescale will provide Mr. Grimme with these payments and benefits: (1) a lump sum cash payment of $1.225 million on or before Dec. 30, 2008; (2) an extension of the exercise period for certain stock options held by Mr. Grimme until Nov. 30, 2010, or ten days after Freescale's 2010 annual valuation; and (3) certain continued benefits for a period of 2.5 years from Sept. 6, 2008. The Consulting Services Agreement provides for a payment to Mr. Grimme of $525,000 on or before Dec. 30, 2008, in exchange for consulting services requested by certain Freescale executives. The Grimme Agreement also includes (1) a release by Mr. Grimme of any claims, (2) obligations under covenants providing for continued assistance with certain matters, (3) non-competition and non-solicitation covenants, and (4) an obligation to repay the $1.225 million payment if Mr. Grimme breaches any of his material obligations under the Grimme Agreement. However, Freescale retains the obligation to provide gross up payments for excise taxes on change in control payments received by Mr. Grimme and the amount of any payments will be included in Freescale's Annual Report on Form 10-K. A copy of the Grimme Agreement is available for free at http://ResearchArchives.com/t/s?3689. On Dec. 9, 2008, Freescale entered into a Separation and Release Agreement with Sandeep Chennakeshu, senior vice president, chief development officer of Freescale. Under the terms of the Chennakeshu Agreement, Dr. Chennakeshu has chosen to resign from Freescale effective as of Dec. 19, 2008. Freescale entered into the Chennakeshu Agreement, setting forth the terms of Dr. Chennakeshu's separation from Freescale and its affiliates. Under the Chennakeshu Agreement, Dr. Chennakeshu will resign from his position as an officer of Freescale effective Dec. 19, 2008. Freescale will continue to pay Dr. Chennakeshu at his current rate of base salary and will continue his benefits and perquisites through the Separation Date. The Chennakeshu Agreement further provides that, subject to certain conditions, Freescale will provide Dr. Chennakeshu with these payments and benefits: (1) a lump sum cash payment of $54,307 for accrued but untaken paid time off, (2) a lump sum cash payment of $1.2 million, (3) certain continued benefits for a period of one year after the Separation Date, and (4) a confirmation that, as of the Separation Date, Dr. Chennakeshu will be vested in 15,237.39 Class B Limited Partnership Units in Freescale Holdings LP, the parent entity of Freescale. All cash payments will be made within 30 days after the Separation Date. The Chennakeshu Agreement also includes (1) a release by Dr. Chennakeshu of any claims, (2) obligations under covenants providing for continued assistance with certain matters, (3) non- solicitation covenants, and (4) a waiver by Freescale of Dr. Chennakeshu's covenants not to compete. A full-text copy of the Chennakeshu Agreement is available for free at http://ResearchArchives.com/t/s?368a About Freescale Semiconductor Inc. Headquartered in Austin, Texas, Freescale Semiconductor Inc. (NYSE: FSL) -- http://www.freescale.com/ -- designs and manufactures embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The company has design, research and development, manufacturing or sales operations in more than 30 countries. * * * As reported in the Troubled Company Reporter on Oct. 10, 2008, Fitch Ratings believes Freescale Semiconductor Inc.'s announced plan to sell or joint venture its cellular business has no immediate impact on the company's debt ratings or Negative Rating Outlook, due primarily to the uncertainty surrounding the structure and timing of any potential transaction. Fitch rates Freescale as: (i) issuer default rating at 'B+'; (ii) senior secured bank revolving credit facility at 'BB+/RR1'; (iii) senior secured term loan at 'BB+/RR1'; (iv) senior unsecured notes at 'B/RR5'; senior subordinated notes at 'CCC+/RR6'. FREMONT GENERAL: Taps KPMGCF as Exclusive Financial Advisor ----------------------------------------------------------- Fremont General Corp., asks the U.S. Bankruptcy Court for the Central District of California for authority to employ KPMG Corporate Finance LLC as its exclusive financial advisor, nunc pro tunc to the "Effective date" of a letter agreement between KPMGCF and the Debtor dated Nov. 26, 2008. As the Debtor's exclusive financial advisor, KMGCF will: a) meet with the Debtor's Board of Directors to discuss b) assist the Debtor in evaluating, structuring, ne gotiating, and implementing the terms and conditions of the proposed Transaction.] c) work with the Debtor in preparing descriptive materials to be provided to potential parties to a Transaction. d) assist the Debtor in identifying, contacting, and screening potential parties to a Transaction. e) review the Debtor's due diligence data room and coordinate the due diligence investigations of potential parties to a Transaction. f) analyzing written and oral communications, proposals, or expressions of interest that are received from potential parties to a Transaction, and subject to confidentiality restrictions sharing such communication, proposals, and expressions of interest and KPMGCF's analysis and recommendations thereon with the Debtor, the Creditors Committee, and the Equity Committee. g) if appropriate, provide testimony in court, on behalf of the Debtor, if necessary or as reasonably requested by the Debtor, subject to the terms of the Agreement. "Transaction" as defined in the agreement means a confirmation of a plan of reorganization that goes effective involving the sale of securities or debt obligations of the company to one or more investors or sources of financing. Ricardo S. Chance, a managing director and group head of the Special Situations Advisory Group of KPMGCF, assures the Court that the firm does not represent or hold any interests material adverse to the Debtor or its estates, and the the firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. As compensation for its services, KPMGCF will receive an earned upon receipt initial monthly fee of $125,000 from the Debtor in cash upon the entry of an order approving this Application. KPMGCF will receive two earned upon receipt initial monthly fees of $75,000 from the Debtor in cash, with subsequent monthly fees of $25,000 payable in cash through the remainder of the Agreement's term. If a "Transaction" is consummated, then KPMGCF will receive a contingent "Transaction Fee" equal to the greater of (1) $850,000 or (2) the sum of the following percentages of the Consideration: i) 1.5% of the committed amount of any Consideration that is senior debt; ii) 3.5% of the Consideration with respect to any subordinated debt; and iii) 5% of the Consideration with respect to any equity, either preferred, common, or warrants. If the ultimate plan proponent in a "Transaction" is one of several pre-identified parties known as the "Carve-Out Parties," the contingent Transaction Fee shall be reduced by 25% of the otherwise payable fee. In November, Bankruptcy Law360 reported that the Debtor's indirect wholly owned subsidiary, Fremont Reorganizing Corporation -- formerly known as Fremont Investment & Loan -- told the Bankruptcy Court a wage case filed by the company's former general counsel, Alan Faigin, should not be allowed to proceed because it would violate the automatic stay. About Fremont General Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at Sept. 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's Noticing Agent/Claims Processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. The Debtor filed with the Court an amended schedule of its assets and liabilities on Oct. 30, 2008, disclosing $330,036,435 in total assets and $326,560,878 in total debts. GATEWAY ETHANOL: Sale Gets Court's Nod, Three Objections Raised --------------------------------------------------------------- Rick Plumlee at The Wichita Eagle reports that the Hon. Dale Somers of the U.S. Bankruptcy Court for the District of Kansas has approved the sale of the Gateway Ethanol plant. Dougherty Funding, an investment bank which holds more than $63 million loans on Gateway Ethanol's property in Pratt, purchased the plant's assets for "just north of $60 million," The Wichita Eagle relates, citing Larry Frazen, an attorney for Bryan Cave and who handled the sale. According to the report, Dougherty Funding presented a $59.93 million bid. Dougherty Funding was the sole bidder, says the report. According to The Wichita Eagle, Judge Somers would sign the order on Dec. 19 or so. The Pratt Tribune relates that three objections to the sale of Gateway Ethanol to Dougherty Funding have to be resolved before the sale will be final. Gateway Ethanol's chairperson of the board of directors, Ted Loomis, said that these firms are objecting the sale: -- Indeck Power for boiler lease, -- Lurgi PSI for mechanics liens, and -- RC Holdings for maintenance building issues. The Pratt Tribune quoted Mr. Loomis as saying, "Right now there's nothing that's final. It's up to Dougherty and those three parties to come to a resolution. So we're waiting." About Gateway Ethanol Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol plant that has a capacity of 55 million gallons a year, according to Orion Ethanol's Web site. The company filed for bankruptcy protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579). Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E. McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its restructuring efforts. In its schedules, the Debtor listed total assets of $94,545,022, and total debts of $93,353,654. GENERAL MOTORS: Gov't Loans Can Convert Into DIP Loan Facility -------------------------------------------------------------- "Upon the filing of a voluntary or involuntary bankruptcy petition by or in respect to" Chrysler or General Motors, the U.S. Treasury Department "shall have the exclusive right, exercisable at its option, to convert" the government loans scheduled to close on Dec. 29, 2008, "into a debtor-in-possession facility," according to the term sheets released by the Treasury Department on Fri., Dec. 19. As widely reported, the White House announced Friday that the Treasury Department will extend a $9.4 billion secured loan to GM and a $4.0 billion secured loan to Chrysler from available Troubled Asset Relief Program funds. Another $4.0 billion will be made available to GM if the Congress approves the transfer of $350 billion to the TARP. The loans, to the extent legally and contractually permissible, will be secured by first-priority liens on all unencumbered assets, and junior liens on all encumbered assets. GM indicated in testimony before the Congress that its unencumbered assets are its trademarks and equity interests in foreign subsidiaries. Chrysler told the Congress all of its assets are fully encumbered; Chrysler's finance affiliates will guarantee $2.0 billion of Chrysler's borrowings. Feb. 17 Restructuring Plan By Feb. 17, 2009, the automakers are required to submit to the President's Designee a plan to achieve and sustain the long-term viability, international competitiveness and energy efficiency of the Company and its subsidiaries. That Restructuring Plan must include specific actions intended to result in: (1) Repayment of the Loan Amount and any other financing extended by the Government under all applicable terms and conditions; (2) Ability of the Company and its subsidiaries to (x) comply with applicable Federal fuel efficiency and emissions requirements, and (y) commence domestic manufacturing of advanced technology vehicles, as described in section 136 of the Energy Independence and Security Act of 2007 (Public Law 110-140; 42 U.S.C. 17013); (3) Achievement by the Company and its subsidiaries of a positive net present value, using reasonable assumptions and taking into account all existing and projected future costs, including repayment of the Loan Amount and any other financing extended by the Government; (4) Rationalization of costs, capitalization, and capacity with respect to the manufacturing workforce, suppliers and dealerships of the Company and its subsidiaries; and (5) A product mix and cost structure that is competitive in the United States marketplace. Debt, Wage & VEBA Cuts Additionally, the automakers must use their best efforts to achieve these targets: (A) Reduction of their outstanding unsecured public indebtedness (other than with respect to pension and employee benefits obligations) by not less than two-thirds through conversion of existing public debt into equity or debt and other appropriate means; (B) Reduction of the total amount of compensation, including wages and benefits, paid to their U.S. employees so that, by no later than December 31, 2009, the average of such total amount, per hour and per person, is an amount that is equal to the average total amount of such compensation, as certified by the Secretary of Labor, paid per hour and per person to employees of with Nissan Motor Company, Toyota Motor Corporation, or American Honda Motor Company whose site of employment is in the United States; (C) Elimination of the payment of any compensation or benefits to U.S. employees of the Company or any subsidiary who have been fired, laid-off, furloughed, or idled, other than customary severance pay. (D) Application of the work rules to their U.S. employees, beginning not later than December 31, 2009, in a manner that is competitive with Nissan Motor Company, Toyota Motor Corporation, or American Honda Motor Company whose site of employment is in the United States; and (E) Provision that not less than one-half of the value of each future payment or contribution made by them to the account of the voluntary employees beneficiary association (or similar account) (VEBA) of a labor organization representing the employees of the Company and its subsidiaries shall be made in the form of the stock of the Company or one of its subsidiaries, and the total value of any such payment or contribution shall not exceed the amount of any such payment or contribution that was required for such time period under the collective bargaining agreement that applied as of the day before the Closing Date. Mar. 31 Certification By Mar. 31, 2009, the automakers must submit to the President's Designee a written certification and report detailing the progress they've made in implementing their Restructuring Plans. The report shall identify any deviations from the Restructuring Targets and explain the rationale for these deviations, including an explanation of why such deviations do not jeopardize the Borrower's long-term viability. The report shall also include evidence satisfactory to the President's Designee that these events have occurred: (1) Approval of the Labor Modifications by the members of the Unions; (2) Receipt of all necessary approvals of the VEBA Modifications other than regulatory and judicial approvals, provided that the Company must have filed and be diligently prosecuting applications for any necessary regulatory and judicial approvals; and (3) The commencement of an exchange offer to implement the Bond Exchange. Full-text copies of the 15-page Term Sheets released by the Treasury Department are available at no charge at: General Motors -- http://bankrupt.com/misc/GMTermSheet.pdf -- and -- Chrysler -- http://bankrupt.com/misc/ChryslerTermSheet.pdf American Bankruptcy Institute has noted that Prof. Todd Zywicki told The Wall Street Journal that a chapter 11 filing by the Detroit automakers will likely result in a stronger domestic industry. Prof. Zywicki is Professor of Law at George Mason University School of Law and Senior Fellow of the James Buchanan Center, Program on Politics, Philosophy, and Economics, at George Mason University. 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: Will Start Talks With UAW in January ---------------------------------------------------- John D. Stoll and Alex P. Kellogg at The Wall Street Journal report that General Motors Corp. would start talks in January with the United Auto Workers union, bondholders, and the Obama administration to try to work out agreements to comply with the terms of the bailout President George W. Bush disclosed last week. GM said that it appreciates the President extending a financial bridge, which will help preserve many jobs and support the continued operation of GM and the many suppliers, dealers, and small businesses across the country that depend on GM. The loan will also allow the company to accelerate the completion of its aggressive restructuring plan for long-term, sustainable success. Today's Troubled Company Reporter relates that Ford Motor Co. spokesman Mark Truby said Friday the company expects to work with the United Automobile Workers union to achieve any savings that G.M. and Chrysler might negotiate. The White House announced Friday that the U.S. Treasury Department will extend a $9.4 billion secured loan to GM and a $4.0 billion secured loan to Chrysler from available Troubled Asset Relief Program funds. Another $4.0 billion will be made available to GM if the Congress approves the transfer of $350 billion to the TARP. The loans, to the extent legally and contractually permissible, will be secured by first-priority liens on all unencumbered assets, and junior liens on all encumbered assets. GM indicated in testimony before the Congress that its unencumbered assets are its trademarks and equity interests in foreign subsidiaries. Chrysler told the Congress all of its assets are fully encumbered; Chrysler's finance affiliates will guarantee $2.0 billion of Chrysler's borrowings. According to WSJ, GM Chief Financial Officer Ray Young said on Friday that the company expects to get its first round of loans from the government by Dec. 29. Mr. Young said that the loans would just be in time to fund $6 billion to $8 billion in payments due to autoparts makers at the start of January, the report states. Alex P. Kellogg at WSJ states that even with the government bailout, GM and Chrysler LLC is still facing burdensome union costs, long term financial strain, and a short timeline for getting stakeholders to negotiate. Citing KeyBanc Capital Markets senior automotive analyst Brett Hoselton, GM and Chrysler would have some tough talks with the UAW union, and must come away with significant cost cuts quickly to qualify a second round of loans in the first quarter. WSJ says that GM and Chrysler would seek to eliminate the Jobs Bank, a program in which laid-off workers continue to get paid even when their plants close and they no longer report for work. The union will suspend the Jobs Bank, WSJ relates, citing UAW President Ron Gettelfinger. GM's management team, along with advisers that include high- profile bankruptcy attorneys, started to work on contingency plans in the event it would have to file for Chapter 11 bankruptcy protection, WSJ reports. WSJ quoted turnaround firm O'Keefe & Associates Consulting President Pat O'Keefe as saying, "Bankruptcy is a failed negotiation. If they're unable to get a deal on a negotiated basis, they will use bankruptcy to push the parties that can't seem to come to the table." Monica Langley at WSJ relates that Michigan Gov. Jennifer Granholm was advising car company chief executives last month on improving their request for federal aid. The report says that she was privately urging President-elect Barack Obama to help the automakers and order Michigan to buy about 1,600 vehicles from the automakers' fleet cars. US$3.29 Billion in Loans From Canadian Gov't The Canadian government and the province of Ontario said that they will provide at least US$3.29 billion in loans to the Canadian units of GM and Chrysler, WSJ states. According to WSJ, Canada and Ontario were promising to provide loans totaling 20% of whatever the U.S. offered. The report quoted Canadian Prime Minister Stephen Harper as saying, "We cannot afford, in the United States or Canada, the catastrophic short-term collapse of the Big Three auto makers. The U.S. has signaled that they are not going to allow these companies to fail, and we will do our share of the North American package to see that this doesn't happen either." 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. GREAT CIRCLE: Disclosure Statement Hearing Continued to February 5 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California continued to Feb. 5, 2009, the hearing to consider the adequacy of Great Circle Family Foods, LLC and its debtor-affiliates' disclosure statement describing the Debtors' First Amended Plan of Reorganization. The Plan documents were filed Nov. 10, 2008. Plan Funding The Plan will be funded from sale of the Debtors' Crenshaw lease, the Long Beach lease, equipment located at the City of Industry store, the Gardena store, the San Diego store, the Crenshaw store, the Long Beach store, and the equipment which was previously located at the Debtors' former stores which were located in Palmdale and Bakersfield, California. All cash payments which are requested to be made on or near the Plan Effective Dte will be funded from the New Cash Contribution plus the Debtors' funds. The payments which are required to be made over time will be funded from the Reorganized Debtor's business operations. Plan Summary Administrative expenses and priority tax claims are unclassified under the Plan. Administrative expenses shall be paid in full, while priority tax claims shall be paid in thirteen equal quarterly installments with interest, to commence on June 30, 2009. Pursuant to the Plan, all of the existing equity interests in all of the Debtors shall be deemed cancelled and extinguished. Equity holders will not receive any distribution or retain any property on account of such equity interests. In exchange for a contribution of $150,000 of new cash and various personal guarantees to effectuate the terms of the Plan, Richard Reinis shall receive 50% of the equity interests in the Reorganized Debtor. The Debtors' primary secured creditor, GE Commecial Finance Business Property Corp., will receive $250,000 cash plus four promissory notes from the Reorganized Debtor: Promissory Note 1 for $1,400,000, Promissory Note 2 for $90,000, Promissory Note 3 for $790,000, and Promissory Note 4 for $280,000. Promissory Note 1 will accrue interest at 11.9845% p.a. and will be payable in 60 monthly payments of $15,400.08 (based upon a 20- year amortization schedule), with all outstanding principal and interest to be fully due and owing 5 years after the Plan Effective Date. Promissory Note 2 will accrue interest at 13.3861% and will be payable in 60 monthly payments of $1,364.37 (based upon a 10-year amortization schedule), with all outstanding principal and interest to be fully due and owing 5 years after the Plan Effective Date. Promissory Note 3 and Promissory Note 4 will not accrue any interest. There will be no mandatory monthly payment obligations. The debt owed to October Acquisitions, LLC, the Debtors' other primary secured creditor, amounts to approximately $5,625,000. OA has agreed to permit the Reorganized Debtor to repay the full amount of OA's allowed secured and super priority administrative claim of $210,127 over time and to voluntarily waive the balance of its claim of more than $5,400,000 in order to increase the distributions and value to be received by other general unsecured creditors. OA is owned by Richard Reinis. General unsecured creditors will receive a cash payment in the amount of $400,000 ($150,000 of which will be funded from the new cash contribtuion, with the other $250,000 to be funded from the Debtors' cash on hand) plus 50% of the stock in the Reorganized Debtor. All identified classes are impaired under the Plan. GE, OA, and the general unsecured creditors are entitled to vote under the Plan. All equity holders are deemed to have rejected the plan and are not entitled to vote. The Debtors will ask the Court to confirm the Plan pursuant to cramdown provisions of the Bankruptcy Code on any and all impaired classes that do not vote to accept the Plan. By a cramdown process, a plan may still be confirmed if it meets all consensual requirements and if it does not "discriminate unfairly" and is "fair and equitable" toward each impaired class that has not voted to accept the Plan. Reorganized Debtor On the Plan Effective Date, the Reorganized Debtor will be owned 50% by the New Investor and 50% by the Liquidating Trust for the benefit of holders of allowed general unsecured creditors claims. Roger E. Glickman will serve as the initial Chairman of the Management Committee of the Reorganized Debtor as well as the Chief Executive Officer and Chief Financial Officer of the Reorganized Debtor. Brett Garlinghouse will serve as the initial President of the Reorganized Debtor. The Reorganized Debtor shall serve as the disbursing agent for purposes for making all distributions required to be made under the Plan. A full-text copy of the Disclosure Statement describing the Debtors' First Amended Plan of Reorganization is available for free at http://researcharchives.com/t/s?368f About Great Circle Based in Fullerton, California, Great Circle Family Foods, LLC -- http://www.gcff.com/-- in engaged in the businesss of owning and operating Krispy Kreme Doughnut stores. Great Circle and 5 of its affiliated debtors currently own and operate 8 Krispy Kreme Dughnut stores and manage 3 others. The Debtors filed separate petions for Chapter 11 protection on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600). David M. Poitras, Esq., at Jeffer, Mangels, Butler & Marmaro LLP; Holly Roark, Esq., Juliet Y. Oh, Esq., Kim Tung, Esq., Monica Y. Kim, Esq., Ovsanna Takvoryan, Esq., and Ron Bender, Esq., at Levene, Neale, Bender, Rankin & Brill, L.L.P.; and Mitchell N. Reinis, Esq., at Silver & Freedman, represent the Debtors. Weiland, Golden, Smiley, Wang Ekvall & Strok LLP represents the Official Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their creditors, they listed assets of between $1 million and $100 million and the same range in debts. GREEKTOWN HOLDINGS: Unveils Changes to Management Board ------------------------------------------------------- Bankruptcy Data reports that Greektown Holdings announced changes to its management board, adding three executives with significant casino gaming, hospitality industry and reorganization experience. According to the report, the new board includes one member of the Sault Ste. Marie Tribe of Chippewa Indians, the casino's majority owner, and four non-Sault Tribe members. Gaming licenses for the three new Greektown Holdings management board members have been approved by the Michigan Gaming Control Board, the report says. According to the report, the three new members are: -- Jacob Miklojcik, a casino gaming industry analyst based in Lansing, Michigan; -- Louis Glazier, a certified public accountant, attorney and principal at Franklin Advisors LLC; -- Ted Gatzaros, a long-time Metro Detroit developer who has built and managed some of the state's most recognized and popular hospitality businesses; and -- Joe McCoy, the current elected chairman of the Sault Ste. Marie Tribe of Chippewa Indians, majority owners of Greektown Casino. Bankruptcy Data says the state gaming license for the fifth member of the board is being processed. The report also says the company also announced that it anticipates the imminent announcement on the hiring of a new C.E.O. or gaming management consultant. Former C.E.O. Craig Ghelfi retired in October 2008, the report adds. HOLLYWOOD THEATERS: Moody's Downgrades CFR to B3; Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded the corporate family rating of Hollywood Theaters, Inc. to B3 from B2 and its probability of default rating to Caa1 from B2. Moody's also revised the rating outlook to negative from stable. The action reflects increased refinancing risk and uncertainty about near-term covenant compliance. Hollywood's first lien credit facility matures on July 31, 2009, and the company lacks internal funds to repay this obligation. This near-term refinancing risk heightens the probability of default, as signified by the two notch downgrade of the PDR. Significant deterioration in global credit markets since Moody's last rating action in February 2008 will likely reduce access to the capital markets, and Moody's believes Hollywood may face significant challenges in renewing its credit facility on reasonable terms. In addition, the company narrowly complied with its financial maintenance covenants in the third quarter and requisite tests step down further in the fourth quarter. Moody's believes that a covenant violation or a refinancing could result in higher ongoing borrowing costs which would negatively impact coverage metrics and free cash flow. Hollywood Theaters, Inc. * Probability of Default Rating, Downgraded to Caa1 from B2 * Corporate Family Rating, Downgraded to B3 from B2 * Senior Secured First Lien Bank Credit Facility, Downgraded to B2, LGD2, 25% from B1 * Senior Secured Second Lien Bank Credit Facility, Downgraded to Caa2, LGD5, 72% from Caa1 * Outlook, Changed To Negative From Stable Hollywood's B3 corporate family rating reflects substantial refinancing risk, high leverage (approximately 6 times, as per Moody's standard adjustments), lack of scale, dependence on film studios, and weak industry growth profile. A growing proportion of higher-value stadium theaters and less competition in Hollywood's midsize markets, and strong EBITDA margins support the ratings. Hollywood Theaters, Inc.'s ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Hollywood's core industry and Hollywood's ratings are believed to be comparable to those of other issuers of similar credit risk. The prior rating action for Hollywood Theaters, Inc. was on February 12, 2008, when Moody's affirmed the company's B2 corporate family rating. Hollywood Theaters, Inc., headquartered in Portland, Oregon, is a regional theater exhibition company operating approximately 50 theaters and 525 screens primarily located in the Southwest and West Coast. Revenue for the last twelve months ending September 30, 2008, was approximately $131 million. HRP MYRTLE: PARC Management Wants to Purchase Hard Rock Park ------------------------------------------------------------ The Associated Press reported Thursday that a Jacksonville, Fla.- based company has indicated interest in buying HRP Myrtle Holdings LLC's Hard Rock Park, which opened in April. Bidders must show proof that they can pay the deposit representing $35 million minimum price. The Sun News of Myrtle Beach (South Carolina) said that PARC Management chief executive officer Randy Drew said Thursday that PARC asked the city and county to each invest $5 million for the purchase of the park but Myrtle Beach Mayor says the city couldn't take the risk. As reported in the Troubled Company Reporter on Nov. 26, 2008, HRP Myrtle Beach Holdings LLC obtained approval from the U.S. Bankruptcy Court for the District of Delaware to solicit bids and conduct an auction for its rock-and-roll theme park in Myrtle Beach, South Carolina. About HRP Myrtle Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings, LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park in Myrtle Beach, South Carolina, under a long-term license agreement with Hard Rock Cafe International (USA), Inc. The company and six of its affiliates filed for Chapter 11 protection on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193). Steven Goodwin will serve as the Debtors' chief executive officer. The U.S. Trustee for Region 3 has not appointed creditors to serve on an Official Committee of Unsecured Creditors. Richards, Layton & Finger represents the Debtors as counsel. Dorsey & Whitney LLP represents the Officiala Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their creditors, they listed assets and debts of between $100 million and $500 million each. INSIGHT HEALTH: Names Keith S. Kelson as Chief Financial Officer ---------------------------------------------------------------- InSight Health Services Holdings Corp. disclosed in a regulatory filing with the Securities and Exchange Commission that it appointed Keith S. Kelson as the company's and InSight Health Services Corp.'s executive vice president and chief financial officer. Mr. Kelson served as chief financial officer of Securus Technologies, Inc., a national telecommunications company, from September 2004 to July 2008 and served as chief financial officer of Evercom Holdings, Inc., from March 2000 until it was acquired by Securus in Sept. 2004. Prior to joining Evercom in 1998, Mr. Kelson was a certified public accountant in the accounting and auditing services division of Deloitte & Touche LLP and held various financial positions with subsidiaries of Kaneb Services, Inc. Mr. Kelson has over 20 years of combined accounting experience, serving seven of those years in public accounting with Deloitte & Touche LLP and thirteen years in financial management. Mr. Kelson has a B.B.A. in Accounting from Texas Christian University, from which he graduated cum laude. Mr. Kelson has had executive level education at IMD International in Lausanne, Switzerland. In connection with his appointment, Mr. Kelson entered into an employment agreement with InSight. A full-text copy of the executive employment agreement with Mr. Kelson is available for free at: http://ResearchArchives.com/t/s?367a Mr. Kelson's appointment filled the vacancy caused by the departure of Mitch C. Hill, effective as of Oct. 31, 2008. Mr. Kelson will serve as the company's and InSight's principal financial officer and principal accounting officer. The company and its subsidiary, InSight Health Services Corp., entered into an amendment to a separation agreement with Marilyn U. MacNiven-Young. The amendment provides that: i) in light of Ms. MacNiven-Young's specific knowledge and experience regarding the company, she will provide consulting services to the company through Sept. 30, 2009, or the approximate period through the filing of the company's Annual Report on Form 10-K for the fiscal year ending June 30, 2009, and the proxy materials for the company's 2009 annual meeting of stockholders; ii) she will be entitled to receive retainer payments of $26,855 each month for the period from Nov. 1, 2008, to Sept. 30, 2009, and $800 per hour of consulting services, in each case without withholding or deduction as an independent contractor; iii) the payments she receives as a consultant replace the separation payments she would have received under the original separation agreement; iv) if she breaches any term of the separation agreement, she will not be entitled to receive any consulting payments; and v) Ms. MacNiven-Young may revoke the amendment at any time prior to Nov. 6, 2008. The company provided no update on this matter as of this date. A full-text copy of the Amendment to Separation Agreement is available for free at: http://ResearchArchives.com/t/s?367c In connection with the appointment of Keith S. Kelson, effective as of Nov. 1, 2008, as the company's executive vice president and chief financial officer, InSight entered into an employment agreement with him. Pursuant to his employment agreement, Mr. Kelson will receive a base salary of $260,000. In connection with the appointment of Steven M. King as the company's executive vice president of Sales and Marketing, InSight entered into an employment agreement him. Pursuant to his employment agreement, Mr. King will receive a base salary of $255,000. A full-text copy of the executive employment agreement with Mr. King is available for free at: http://ResearchArchives.com/t/s?367b Each of the employment agreements includes these material terms: -- Each executive will be eligible to receive an annual bonus in accordance with the executive incentive compensation plan for the then current fiscal year or 80% of the bonus will be based on the company achieving certain financial or other goals approved by the company's board of directors, and 20% of which will be based on the achievement of certain personal management objectives over the course of the year. -- InSight will purchase a life insurance policy on the life of the executive and payable to such beneficiary or beneficiaries as he may designate in an amount equal to three times the amount of his annual salary. -- Each executive will also have the opportunity to participate in InSight's life insurance, medical, health and accident and disability plan or program, pension plan or other similar benefit plan and the company's stock option plans. -- Each executive will receive an automobile allowance of $750 per month. -- The company's board of directors expects to award each executive non-statutory stock options to acquire 70,000 shares of the company's common stock. The options will be subject to performance-based vesting, which will occur upon a refinancing of InSight's outstanding $312.5 million in aggregate principal amount of senior secured floating rate notes. -- Each executive's agreement to certain covenants relating to noncompetition and nonsolicitation (relating to the company's employees and customers) during the term of his employment and continuing for a period of 12 months thereafter. Each employment agreement further provides that each executive's employment will immediately terminate upon his death and the executors or administrators of his estate or legatees will be entitled to all accrued and unpaid compensation up to the date of his death. InSight may upon 30 days notice terminate an executive's employment if he is unable substantially to perform his services required by the agreement for 3 consecutive months or shorter periods aggregating 3 months during any 12 month period because of a permanent and total disability. If an executive's employment is terminated because of a permanent and total disability he will be entitled to: -- all accrued and unpaid compensation up to the date of termination; -- 12 months of compensation at the annual salary rate then in effect; and -- continued benefits under all life insurance, medical, health and accident and disability plans or programs, in which he was entitled to participate immediately prior to the date of termination until the earlier of 12 months after the date of termination or commencement of the executive's benefits pursuant to full time employment with a new employer. Notwithstanding, InSight may reduce the compensation by the amount which the executive is entitled to receive under the terms of InSight's long-term disability insurance policy for senior executives, if any. An executive's employment and his agreement will terminate and he will be entitled to all accrued and unpaid compensation, well as 12 months of compensation at the annual salary rate then in effect upon the occurrence of these: 1) Upon InSight's 30 days' written notice to the executive of the termination of his employment in its discretion. The agreements define cause as the occurrence of one of these: -- the executive being convicted or pleading guilty or no contest to (i) any crime or offense which is likely to have a material adverse impact on the business operations, financial operations or overall business reputation of InSight, or (ii) any felony offense; a) the executive has committed fraud or embezzlement; b) the executive having breached any of his obligations under the employment agreement and failed to cure the breach within 30 days after receipt of written notice of the breach from InSight; c) InSight after reasonable investigation, finds that the executive has violated material policies and procedures of InSight, including but not limited to, policies and procedures pertaining to harassment and discrimination; d) the executive's failure to obey a specific written direction from InSight's board of directors, provided that (i) the failure continues for a period of 30 business days after receipt of such specific written direction, and (ii) the specific written direction includes a statement that the failure to comply therewith will be a basis for termination thereunder; or e) any willful act or willful omission on the executive's part which is materially injurious to the financial condition or business reputation of the company, InSight or their subsidiaries. 2) If an executive terminates his employment upon the occurrence of good reason and continuing for 30 days thereafter. The agreement defines good reason as: a) the relocation by InSight, without the executive's consent, of his principal place of employment to a site that is more than 80 miles from the executive's principal residence (50 miles in the case of Mr. Kelson); b) a reduction by InSight, without the executive's consent, in his annual salary, duties and responsibilities, and title, as they may exist from time to time; or c) a failure by InSight to comply with any material provision of the agreement which is not cured within 30 days after notice of the noncompliance has been given by the executive, or if such failure is not capable of being cured in the time, for which a cure will not have been diligently initiated by InSight within the 30 day period. 3) If an executive's employment is terminated by InSight without cause or he terminates his employment for good reason within 12 months of a change in control. A change in control will generally be deemed to have occurred if: a) any person, or any two or more persons acting as a group, and all affiliates of the person or persons, who prior to the time beneficially owned less than 50% of the then outstanding capital stock of InSight or the company, will acquire shares of InSight's or the company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions the person or group and affiliates beneficially own 50% or more of InSight's or the company's then outstanding capital stock, or b) InSight or the company will sell all or substantially all of its assets to any Group which, immediately prior to the time of the transaction, beneficially owned less than 50% of the then outstanding capital stock of InSight or the company. In addition, if any agreement is terminated pursuant to the foregoing (1) =96 (3), InSight will maintain at its expense until the earlier of 12 months after the date of termination or commencement of the executive's benefits pursuant to full-time employment with a new employer under such employer's standard benefits program, all life insurance, medical, health and accident and disability plans or programs, in which he was entitled to participate immediately prior to the date of termination. Under certain circumstances an executive may not receive payments or benefits for a period of 6 months after his termination, but after 6 month period he would receive such payments in a lump sum and be reimbursed the cost of such benefits. About InSight Based in Lake Forest, California, InSight Health Services Holdings Corp. (OTCBB:ISGT) -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including these targeted regional markets: California, Arizona, New England, the Carolinas, Florida and the Mid-Atlantic states. InSight Health's network consisted of 109 fixed-site centers and 108 mobile facilities as of Dec. 31, 2006. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, represent the Debtors. In schedules filed with the Court, Insight Health disclosed total assets of $87,102,870 and total debts of $525,448,053. Its debtor-affiliates, Insight Health Services, disclosed total assets of $505,285,296 and total debts of $525,500,934. Insight Health and its debtor-affiliates' pre-packaged Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on July 10, 2007, became effective on Aug. 1, 2007. For three months ended Sept. 30, 2008, the company reported net loss of $7.2 million compared to net income of $188.3 million for the same period in the previous year. At Sept. 30, 2008, the company's selected balance sheet data showed total assets of $204.8 million and a stockholders' deficit of $138.3 million. At Sept. 30, 2008, InSight had approximately $28.1 million in cash, cash equivalents and restricted cash, and approximately $20.8 million of availability under its revolving credit facility, based on its borrowing base. At Sept. 30, 2008, there were no outstanding borrowings under the credit facility; however, there were letters of credit of approximately $2.2 million outstanding under the credit facility of which approximately $0.3 million are cash collateralized. INTERMET CORP: Wants Plan Filing Period Extended Until April 30 --------------------------------------------------------------- Intermet Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to: a) file a plan to April 30, 2009; and b) solicit acceptances of said plan to June 30, 2009. The Debtors tell the Court that they need the extension to accurately evaluate their assets and liabilities, negotiate and propose a plan, and prepare a disclosure statement. About Intermet Corp. Based in Fort Worth, Texas, Intermet Corp. designs and manufactures machine precision iron and aluminum castings for the automotive and industrial markets. The company and its debtor- affiliates filed for chapter 11 protection on Aug. 12, 2008 (D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878). Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as the Debtors' counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. Kurtzman Carson Consultants LLC serves as the Debtors' claims, notice and balloting agent. An Official Committee of Unsecured Creditors has been formed in this case. When the Debtors filed for protection from their creditors, they listed assets of between $50 million and $100 million and debts of between $100 million and $500 million. This is the Debtors' second bankruptcy filing. Intermet Corp., along with its debtor-affiliates, filed for Chapter 11 protection on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through 04-67614). Salvatore A. Barbatano, Esq., at Foley & Lardner LLP, represents the Debtors. In their previous bankruptcy filing, they listed $735,821,000 in total assets and $592,816,000 in total debts. Intermet Corporation emerged from this first bankruptcy filing in November 2005. ION MEDIA: S&P Downgrades Corporate Credit Ratings to 'CCC' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on West Palm Beach, Florida-based ION Media Networks Inc. by one notch. The corporate credit rating was lowered to 'CCC' from 'CCC+', and the rating outlook is negative. In addition, S&P revised the recovery rating on the company's first-lien senior secured notes to '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of default, from '3'. S&P lowered the issue-level rating on this debt to 'CCC' (at the same level as the 'CCC' corporate credit rating on the company) from 'CCC+'. "The downgrade and negative rating outlook reflect our concern about ION Media's deteriorating liquidity position because of declining revenues and EBITDA in an unfavorable advertising environment," said Standard & Poor's credit analyst Deborah Kinzer. "At the current rate of cash consumption, S&P believes that the company's cash balances, which are its only source of liquidity, could be depleted by mid 2009." The 'CCC' corporate credit rating reflects S&P's expectation that ION Media's financial risk will remain very high because of its weak and declining EBITDA, onerous debt burden, dwindling cash balances, and negative discretionary cash flow. Competition from well-capitalized rivals, continuing reliance on infomercials for a large part of revenue and programming, and up-front expenses to add more syndicated series to the network's programming intensify the company's challenges. ION Media's geographically diversified portfolio of TV stations only minimally offsets these factors. IRIDEX CORP: Amends Credit Deal With Wells Fargo, Gets Waiver ------------------------------------------------------------- Iridex Corporation and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division, entered into amendments to each of: i) the Credit and Security Agreement, dated March 27, 2008, by and between the company and Lender; and ii) the Credit and Security Agreement, dated March 27, 2008, by and between the company and Lender. The Credit Agreements provide the company with an asset-based revolving line of credit of up to $8 million. The company was not in compliance with the debt service covenant contained in the Credit Agreements which constituted an event of default under the Credit Agreements and entitled Lender to exercise its remedies, which include declaring all outstanding obligations due and payable, and disposing of the collateral if obligations are not paid. Pursuant to the Amendments, Lender agreed to waive the Event of Default and the company agreed to: i) pay Lender a one-time, fully-earned, non-refundable fee in the amount of $15,000; and ii) increase the interest rate paid by the company to Lender pursuant to the Credit Agreements from a rate of 0.75% above the Prime Rate to a rate of 2% above the Prime Rate. For the purposes of the Amendments, "Prime Rate" means the greater of (i) 5% per annum, or (ii) the rate of interest most recently announced by Lender at its principal office as its Prime Rate. A full-text copy of the First Amendment to Credit and Security Agreements and Waiver of Default is available for free at: http://ResearchArchives.com/t/s?367f About Iridex Corp. Headquartered in Mountain View, California, Iridex Corp. (Nasdaq: IRIX) -- http://www.iridex.com/-- is a lworldwide provider of therapeutic based laser systems, disposable laser probes and delivery devices to treat eye diseases in ophthalmology and skin disorders in the aesthetics market. IRIDEX products are sold in the United States through a direct sales force and internationally through a combination of a direct sales force and a network of approximately 100 independent distributors into 107 countries. For third quarter ended Sept. 27, 2008, the company postes net loss of $249,000 compared to net loss of $1.2 million for the same period in the previous year. For nine months ended Sept. 27, 2008, the company posted net loss of $867,000 compared to net loss of $6.5 million for the same period in the previous year. At Sept. 27, 2008, the company's balance sheet showed total assets of $35.7 million, total liabilities of $17.5 million and stockholders' equity of $18.2 million. Cash and cash equivalents were $3.0 million as of Sept. 27, 2008, down from $4.1 million as of June 28, 2008. However, working capital increased to $9.4 million from $8.9 million over the same period. Cash used in operations for the third quarter was $1.0 million, which includes repaying the remaining amounts owed to American Medical Systems Holdings, and its bank debt as of Sept. 27, 2008, was $6.0 million, which was unchanged from the balance as of June 28, 2008. Going Concern Doubt Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial doubt about IRIDEX Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 29, 2007. The auditing firm pointed to the company's losses from operations. In addition, as of Dec. 29, 2007, the company was out of compliance with its debt covenants on its existing credit facilities with Mid-Peninsula Bank and the Export-Import Bank. However, the company obtained a waiver for the default and in March 2008 the company terminated the credit facilities and entered into a new credit facility with Wells Fargo Bank which provides the company with the ability to borrow up to $8 million under an asset-based revolving credit facility. Management believes that the new facility with Wells Fargo Bank provides sufficient liquidity to operate for the next 12 months and that the covenants are reasonable and management expects to be able to meet those covenants based on its operating plan for 2008. However, recent operating results indicate that there is significant risk in achieving the operating plan, particularly for the remaining period where the company is obligated to make payments to American Medical Systems Inc. If the company is not able to perform in accordance with its operating plan for 2008 and fails to maintain compliance with its debt covenants, Wells Fargo Bank would be entitled to exercise its remedies under this facility which include declaring all outstanding obligations due and payable, and disposing of the collateral if obligations are not paid. IRIDEX CORP: Board Adopts 2009 Employee Incentive Payment Program ----------------------------------------------------------------- The board of directors of IRIDEX Corporation adopted a 2009 employee incentive payment program. The 2009 Incentive Program was adopted to provide cash incentive payouts to all eligible employees based upon company and individual performance. Executive officers and all other employees in good standing, except for commissioned sales personnel, are eligible to participate in the 2009 Incentive Program. Funding for the 2009 Incentive Program is triggered when the company achieves a minimum threshold of annual Operating Income, as determined by the company's board. When the company's annual Operating Income, after accounting for the cost of the incentive payout pool, is equal to or greater than the Targeted Operating Income, 10% of the company's net Operating Income before the amount of the incentive payout pool will be allocated to fund the 2009 Incentive Program. If the annual Operating Income after accounting for the cost of the incentive payout under the above calculation is less than the Targeted Operating Income, the percentage allocated to the incentive payout pool is reduced appropriately to result in annual Operating Income after accounting for the cost of the incentive payout pool to be equal to the Targeted Operating Income. By way of examples, if the company has a Targeted Operating Income of $1 million and an actual annual Operating Income of $1.5 million, the 2009 Incentive Program payout pool will be $150,000. However, if the company has an actual annual Operating Income of $1.1 million, the 2009 Incentive Program payout pool will be $100,000. Operating Income is defined as gross profits less operating expenses and therefore does not include other income or expenses or taxes. The 2009 Incentive Program provides for profit sharing or bonus payouts. Profit sharing or bonus payouts under the 2009 Incentive Program are calculated formulaically for each employee based upon these factors: 1) Operating Income achieved by the company; 2) the employee's salary; 3) the employee's grade level; 4) the employee's individual performance during the year and 5) the number of months of service the employee has provided to the company during the year. The Compensation Committee of the board of directors will approve the profit sharing or bonus distributions determined by senior management. The 2009 Incentive Program payouts will be paid after the end of the fiscal year through profit sharing or bonus payouts by March 15 of the following year. A full-text copy of the 2009 employee incentive program summary is available for free at http://ResearchArchives.com/t/s?367e About IRIDEX Corp. Headquartered in Mountain View, California, Iridex Corp. (Nasdaq: IRIX) -- http://www.iridex.com/-- is a lworldwide provider of therapeutic based laser systems, disposable laser probes and delivery devices to treat eye diseases in ophthalmology and skin disorders in the aesthetics market. IRIDEX products are sold in the United States through a direct sales force and internationally through a combination of a direct sales force and a network of approximately 100 independent distributors into 107 countries. For third quarter ended Sept. 27, 2008, the company postes net loss of $249,000 compared to net loss of $1.2 million for the same period in the previous year. For nine months ended Sept. 27, 2008, the company posted net loss of $867,000 compared to net loss of $6.5 million for the same period in the previous year. At Sept. 27, 2008, the company's balance sheet showed total assets of $35.7 million, total liabilities of $17.5 million and stockholders' equity of $18.2 million. Cash and cash equivalents were $3.0 million as of Sept. 27, 2008, down from $4.1 million as of June 28, 2008. However, working capital increased to $9.4 million from $8.9 million over the same period. Cash used in operations for the third quarter was $1.0 million, which includes repaying the remaining amounts owed to American Medical Systems Holdings, and its bank debt as of Sept. 27, 2008 was $6.0 million, which was unchanged from the balance as of June 28, 2008. Going Concern Doubt Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial doubt about IRIDEX Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 29, 2007. The auditing firm pointed to the company's losses from operations. In addition, as of Dec. 29, 2007, the company was out of compliance with its debt covenants on its existing credit facilities with Mid-Peninsula Bank and the Export-Import Bank. However, the company obtained a waiver for the default and in March 2008 the company terminated the credit facilities and entered into a new credit facility with Wells Fargo Bank which provides the company with the ability to borrow up to $8 million under an asset-based revolving credit facility. Management believes that the new facility with Wells Fargo Bank provides sufficient liquidity to operate for the next 12 months and that the covenants are reasonable and management expects to be able to meet those covenants based on its operating plan for 2008. However, recent operating results indicate that there is significant risk in achieving the operating plan, particularly for the remaining period where the company is obligated to make payments to American Medical Systems Inc. If the company is not able to perform in accordance with its operating plan for 2008 and fails to maintain compliance with its debt covenants, Wells Fargo Bank would be entitled to exercise its remedies under this facility which include declaring all outstanding obligations due and payable, and disposing of the collateral if obligations are not paid. JAMES RIVER: S&P Upgrades Corp. Credit Rating to 'B-' From 'CCC' ---------------------------------------------------------------- Standard & Poor's Ratings Service said it upgraded Richmond, Virginia-based James River Coal Co. S&P raised the corporate credit rating to 'B-' from 'CCC'. At the same time, S&P raised the rating on the company's $150 million senior unsecured notes due 2012 to 'B-' (the same as the corporate credit rating on James River) from 'CC', and S&P revised the recovery rating to '4' from '6'. The recovery rating of '4' indicates S&P's expectation of average (30%-50%) recovery in the event of a payment default. The outlook is stable. "The upgrade reflects our assessment that James River will generate improved EBITDA=97likely in excess of $150 million=97and free cash flow in the coming year because of favorable contract pricing," said Standard & Poor's credit analyst Sherwin Brandford. As a result, S&P expects the company's financial profile and liquidity position to strengthen to a level that S&P would consider to be more consistent with the new rating. KB TOYS: Court OKs Going-Out-of-Business Sales ---------------------------------------------- Randall Chase at The Associated Press reports that the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware has allowed KB Toys Inc. to start going-out-of-business sales. According to The AP, KB Toys' attorneys told the Court that they had resolved concerns of landlords and creditors about rent and other issues. The AP quoted Gordon Brothers Retail Partners' Joseph McLeish as saying, "We have a very finite period to liquidate this inventory . . . The amount of business done between now and December 24th is absolutely critical to the success of the sale." The report says that Gordon Brothers is working on KB Toys' liquidation plan. The AP relates that KB Toys planned to begin the liquidation sales on Friday and end it by Feb. 9, 2009. Judge Carey, says The AP, denied KB Toys' request to hang a banner outside a San Diego mall store exterior entrance, saying that there was no evidence that that the banner could be seen from the road, but the attorneys for the mall landlord and Gordon Brothers then agreed that the banner could be hung if it would help draw traffic to the store. The AP states that Judge Carey also allowed KB Toys to pay store- closing bonuses of up to $1,500 to store managers and assistant managers to guarantee that the liquidation sales would go smoothly. Without the bonuses, KB Toys' important workers would leave the company, the report says, citing Mr. McLeish. The report quoted Mr. McLeish as saying, "The employee is not to going to stay because they like KB Toys; . . . they're going to stay if they have a financial reason." Bankruptcy Law360 reports that Roberta DeAngelis, the Acting United States Trustee for Region 3, had objected to the payments, arguing that the proposed bonuses are poorly disguised retention payments and that the Debtors have not offered sufficient information to demonstrate that the payments are warranted. About KB Toys Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. -- http://www.kbtoys.com-- operates a chain of retail toy stores. On Jan. 14, 2004, 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. KB TOYS: 7-Member Creditors Committee Has 3 Toymakers ----------------------------------------------------- The U.S. Trustee has appointed seven parties to the official committee of unsecured creditors in KB Toys Inc's Chapter 22 cases. Bill Rochelle of Bloomberg News points that three committee members are major toymakers -- Li & Fung Toy Island Manufacturing from Hong Kong, which has a $27.2 million scheduled claim; Mattell Inc.; and Hasbro Inc. A landlord, Simon Property Group Inc., is also on the committee. Mr. Rochelle notes that Simon Property is already a member of the creditors committee of retailer Circuit City Stores, Inc. As reported by the Dec. 19 issue of the Troubled Company Reporter, Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors for KB Toys Inc. and its debtor-affiliates. The creditors committee members are: 1) Li & Fung Toy Island Mfr. Attn: Martin Leder 1359 Broadway New York, NY 10018 Tel: (646) 839-7007 Fax: (646) 839-7476 2) Mattel, Inc. Attn: Kathleen Simpson-Taylor 333 Continental Blvd. El Segundo, CA 90245 Tel: (310) 252-4223 Fax: (310) 252-5119 3) Hasbro, Inc. Attn: Frada Salo 200 Narragansett Park Drive Pawtucket, RI 02862 Tel: (401) 431-8102 Fax: (401) 431-8586 4) JJ Bean, Inc. Attn: Jordan Sadoff 1546 Bourbon Pkwy. Streamwood, IL 60107 Tel: (630) 837-9974 Fax: (866) 861-2895 5) GGP Limited Partnership Attn: Julie Minnick Bowden 110 North Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 Fax: (312) 442-6374 6) Simon Property Group, Inc. Attn: Ronald M. Tucker 225 W. Washington Street, Indianapolis, IN 46204 Tel: (317) 263-2346 Fax: (317) 263-7901 7) Big Lots, Inc. Attn: Charles W. Haubiel II 300 Phillipi Road Columbus, OH 43228 Tel: (614) 278-6767 Fax: (614) 278-3319 KB Toys, according to Mr. Rochelle, is asking approval from U.S. Bankruptcy Court for the District of Delaware (Wilmington) to: -- implement a $250,000 retention bonus program for 28 non-executive workers, each of whom will not receive more than $15,000. -- pay another $50,000 total to workers who are kept on the job longer than currently projected. Mr. Rochelle relates that KB Toys, which is in bankruptcy protection for the second time, is planning to liquidate its 431 stores. After filing for its first Chapter 11 case, the company closed half of its 1,230 stores. An affiliate of Prentice Capital Management LP emerged as owner of the company after it exited its first Chapter 11 case. 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. KEY PLASTICS: Court OKs Payment of Claims, Other 1st Day Motions ---------------------------------------------------------------- Key Plastics L.L.C. has received a variety of first day orders from the U.S. Bankruptcy Court for the District of Delaware that will allow it to continue managing its operations in the ordinary course. It received court orders authorizing the company to pay certain prepetition claims of unsecured creditors in the ordinary course of business. In addition, the company received authorization to utilize its existing cash management system. As a result, all obligations owed to trade creditors, suppliers, customers and employees in the ordinary course of business will be unaffected by the restructuring. Moreover, the company will also provide timely payments to providers of goods and services delivered post-petition. Ralph Ralston, President and Chief Operating Officer of the company's North American operations, stated, "We are pleased to have received approval of all of the requested first day orders. We are on schedule and hope to move through our consensual restructuring process quickly. We hope to have our prepackaged plan approved by the end of January, 2009." Headquartered in Northville, Michigan, Key Plastics LLC -- http://www.keyplastics.com/-- supplies plastic components to the automotive industry. The company has 24 manufacturing facilities located in the United States, Canada, Mexico, Germany, Portugal, Spain, the Czech Republic, France, Slovakia, Italy and China. On March 23, 2000, Key Plastics L.L.C. and certain of its domestic affiliates filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division. The case number is 00-44478-R. Sandra Mayerson, Esq., at Holland & Knight ((212) 513-3200) in NYC is attorney to the debtor. Automotive News said David Resnick of Peter J. Solomon Co. was working as the company's financial advisor immediately prior to the filing. Key Plastics LLC sold substantially all of its North American and European assets to Carlyle Management Group. As reported by the Troubled Company Reporter on December 13, 2000, financial consultants pegged consideration for the transaction in the range of $185 million to $195 million, which includes a combination of cash, notes, equity and assumption of certain debts. In addition, CMG also assumed payables that Key has incurred in the ordinary course during chapter 11 which are outstanding on the closing date. The TCR reported on April 3, 2001, that the Court confirmed Key Plastics' plan of reorganization, allowing the Debtors to close the CMG deal and emerge from Chapter 11 by the end of that month. On April 26, 2001, Carlyle Management Group finalized and closed its acquisition of Key Plastics. On December 15, 2008, Key Plastics LLC made its second trip to the bankruptcy court together with affiliate Key Plastics Finance Corp. (Bankr. D. Del. Lead Case No. 08-13326). Mark D. Collins, Esq., at Richards Layton & Finger PA, in Wilmington, Delaware ((302) 651-7700), serves as bankruptcy counsel. When they filed for bankruptcy, the Debtors estimated both assets and debts to be between US$100 million and US$500 million. KFM FOOD: Chapter 7 Trustee Receives $35,000 for Debtor's Assets ---------------------------------------------------------------- Eric Elia Bononi, the Chapter 7 Trustee overseeing the liquidation of KFM Food Market, LLC's estate, has received a $35,000 bid from M&R Properties, Inc., for all of the debtor's fixed assets, including equipment fixtures, furniture located at KFM Food Market, LLC, d/b/a Shop Right, 400 9th Avenue, in Beaver Falls, Pennsylvania, on an "as is, where is" basis. Responses and objections to the proposed sale, if any, must be filed and served by December 30, 2008. A hearing will be held on Tuesday, January 6 2009, at 1:30 p.m. before the Honorable M. Bruce McCullough in Pittsburgh to entertain higher and better offers. Requests for information regarding subject real estate should be directed to: Eric Elia Bononi, Trustee 20 N. Pennsylvania Ave., Suite 201 Greensburg, PA 15601 Telephone (724) 832-2499 KFM Food Market, LLC, dba Shop Right, sought protection from its creditors under chapter 11 on July 28, 2008 (Bankr. W.D. Penn. Case No. 08-24915). A copy of the debtor's petition is available at http://bankrupt.com/misc/pawb08-24915.pdfat no charge. The case subsequently converted to a chapter 7 liquidation proceeding. LAKE AT LAS VEGAS: Taps Alvarez & Marsal as Financial Advisors -------------------------------------------------------------- Lake at Las Vegas Joint Venture, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Nevada for authority to employ Alvarez & Marsal North America, LLC, as the Debtors' financial advisor, nunc pro tunc to Nov. 24, 2008. As the Debtors' financial advisor, Alvarez & Marsal will: a) assist the Debtors in formulating a reorganization plan within the time limits specified in the DIP Credit Facility, which may include valuing some or all of the assets comprising the Development and providing valuation testimony in connection with plan confirmation issues; b) identify and evaluate issues relevant to master-plan residential development and resort communities as they relate to the development, including the scope and continuing role (if any) of hotels and golf courses; c) assist the Debtors in negotiating exit financing, including the possible identification of potential new sources of money from access to capital markets to meet exit financing needs; d) assist the Debtors in analyzing the Local Improvement District issues involving the Development and consider ways to access available LID financing funds to facilitate project development; and e) Conduct such other analyses and activities that are requested by the Debtors and agreed to by A&M. As compensation for their services, Matthew E. Kvarda and Greg Gotthard, who are expected to be principally responsible for the representation of the Debtors, bill at $650 per hour. The range of rates for other levels of A&M professionals are: Hourly Rate ----------- Managing Director $625-$850 Director $450-$625 Associates $300-$450 Analysts $225-$300 Matthew Kvarda, a managing direct at Alvarez & Marsal, assures the Court that the firm is a disinterested person who does not hold or represent any interest adverse to the Debtors or the Debtors' estates. About Lake at Las Vegas Headquartered in Henderson, Nevada, Lake at Las Vegas Joint Venture, LLC and 14 of its debtor-affiliates -- http://www.lakelasvegas.com/-- are owners and developers of 3,592-acre residential and resort destination Lake Las Vegas Resort in Las Vegas, Nevada. Centered around a 320-acre man-made lake, Lake Las Vegas contains more than 9,000 residential units, and also includes two luxury resort hotels (a Loews and a Ritz- Carlton), a casino, a specialty retail village shopping area, marinas, three signature golf courses and related clubhouses, and other real property. The Debtors filed separate petitions for Chapter 11 relief on July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake at Las Vegas Joint Venture, LLC filed for protection from its creditors, it listed assets of $100 million to $500 million, and debts of $500 million to $1.0 billion. Courtney E. Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent the Debtors as counsel. Kaaran E. Thomas, Esq., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. LAPOSTA OLDSMOBILE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Laposta Oldsmobile, Inc. d/b/a Laposta Pre-owned Auto Sales 239 Three Springs Drive Weirton, WV 26062 Bankruptcy Case No.: 08-01964 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Laposta Automotive, Inc., d/b/a Laposta Pontiac 08-01965 David Laposta and Kimberly Laposta 08-01966 Chapter 11 Petition Date: December 8, 2008 Bankruptcy Court: United States Bankruptcy Court Northern District of West Virginia (Wheeling) Debtor's Counsel: Martin P. Sheehan, Esq. Sheehan & Nugent, PLLC, 41 15th Street Wheeling, WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 Email: sheehanparalegal@wvdsl.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of 20 largest unsecured creditors together with its petition. The petition was signed by David LaPosta, President of the company. LBSBC NIM: Moody's Reviews Ratings on Eight Certificate Classes --------------------------------------------------------------- Moody's Investors Service took a rating action on twelve classes of notes of the LBSBC Net Interest Margin Securities issued by LBSBC NIM Company. These transactions represent a securitization of certain residual certificates issued by Lehman Brothers Small Balance Commercial Series. In particular, the primary collateral for the Notes consists of the Class X certificates and Class P certificates issued by the Underlying Transaction. The Underlying Transaction in turn is collateralized primarily by a pool of conventional small business loans, all secured by commercial real estate and serviced by Lehman Brothers Bank. The complete rating action is: Issuer: LBSBC Net Interest Margin Notes, Series 2006-1 -- Class N1 Notes, Placed on Review for Possible Downgrade (Current Rating: Baa2); previously on 9/18/2008 Rating Confirmed at Baa2 -- Class N2 Notes, Downgraded to B1 from Ba2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Ba2 -- Class N3 Notes, Downgraded to Caa1 from B2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at B2 Issuer: LBSBC Net Interest Margin Securities, Series 2006-2 -- Class N1 Notes, Downgraded to Ba1 from Baa2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Baa2 -- Class N2 Notes, Downgraded to B1 from Ba2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Ba2 -- Class N3 Notes, Downgraded to Caa1 from B2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at B2 Issuer: LBSBC Net Interest Margin Securities, Series 2006-3 -- Class N1 Notes, Downgraded to Ba1 from Baa2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Baa2 -- Class N2 Notes, Downgraded to B1 from Ba2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Ba2 -- Class N3 Notes, Downgraded to Caa1 from B2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at B2 Issuer: LBSBC Net Interest Margin Notes, Series 2007-2 -- Class N1 Notes, Downgraded to Ba1 from Baa2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Baa2 -- Class N2 Notes, Downgraded to B1 from Ba2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at Ba2 -- Class N3 Notes, Downgraded to Caa1 from B2 and Placed on Review for Further Downgrade; previously on 9/18/2008 Rating Confirmed at B2 The rating actions are based on an analysis of the paydown trend observed for the different classes of notes in these securitizations. The paydown rate for all the notes in these securitizations has been extremely low relative to the original expectation for these deals. Originally, Class N1 notes in these deals were expected to be completely paid off between 16-18 months since closing. Currently, 3% of the original balance of the N1 notes is outstanding in the 30th month for the 2006-1 deal, 41% of the original balance of the N1 notes is outstanding in the 28th month for the 2006-2 deal, 33% of the original balance of the N1 notes is outstanding in the 26th month for the 2006-3 deal, and 86% of the original balance of the N1 notes is outstanding in the 17th month for the 2007-2 deal. Furthermore, 100% of the original balance of the N2 & N3 notes is outstanding for all the securitizations. Largely, the paydown trend is further dependent on the incoming cash flow for these securitizations. The downgrade decision takes into account the cash flow modeling used for rating the deals. A comparison of the original expected cash flows at the time of rating with the actual cash flows that have been available to the transactions over time further leads to the downgrade decision. The original cash inflow to the NIM securitizations was expected to remain stable over time and eventually result in a timely paydown of the notes. However, the actual cash inflow to the transactions has been highly volatile and has exhibited a steep declining trend over the last one year resulting in a slow paydown of the notes. Further, a rise in delinquencies in the underlying transactions coupled with a weak prepayment trend on account of the overall macroeconomic slowdown has had a negative impact on the cash flow available to the NIM securitizations and the outlook for the same remains uncertain under such circumstances. The notes were sold in privately negotiated transactions without registration under the Securities Act of 1933. The issuance was designed to permit resale under Rule 144A. LEHMAN BROTHERS: Gets Green Light to Hire Restructuring Officer --------------------------------------------------------------- Bankruptcy Law360 reports that Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York has authorized Lehman Brothers Holdings Inc. to retain Bryan P. Marsal as chief restructuring officer. The Court, the report says, also approved motions resolving a lease dispute, among others. Bankruptcy Law360 also reports that Lehman Brothers and Deutsche Zentral-Genossenschaftsbank AG entered into a deal regarding the exercise and liquidation of currency options contracts nominally worth EUR139 million. Judge Peck has approved the deal, the report says. Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. The firm, through predecessor entities, was founded in 1850. Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No.: 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- US$38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion ($33 billion) in liabilities in its petition. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. (Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). LENOX GROUP: To Auction Off Biz on Feb. 11; Lenders to Credit Bid ----------------------------------------------------------------- Lenox Group Inc., will conduct an auction for its assets or business on Feb. 11, 2008. According to Bloomberg's Bill Rochelle, prepetition term-loan lenders, owed $98.75 million, are expected to bid for the business. The term lenders will submit a credit bid, or will offer to buy assets in exchange for a portion of their claims. Before Lenox's bankruptcy filing, the term-loan lenders negotiated an agreement to purchase the business by bidding their secured claims. Mr. Rochelle relates that the term-loan lenders' offer will include giving up $44.5 million of their claim, assuming certain of Lenox's liabilities, covering the financing for the Chapter 11 effort, and paying $2.15 million cash to satisfy costs of administering the bankruptcy if a Chapter 11 plan is confirmed. Lenox's assets secure the company's obligations to lenders who granted them access to prepetition the term loans and $72 million revolving credit. Lenox recently obtained the U.S. Bankruptcy Court for the Southern District of New York's approval to obtain, from its prepetition revolving lenders, up to $85 million in secured financing. Part of the $85 million DIP loan will be used to repay (roll up) Lenox's prepetition revolving loans and the remaining amount will be used to fund its Chapter 11 cases. The term-loan lenders previously objected to the DIP financing, citing that the loan sets tight deadlines and covenants, which would allow the revolving lenders to foreclose on Lenox's assets in the event the company defaults on the loans. The Bankruptcy Court has approved proposed bidding procedures for the Debtors' assets. Bids are due Feb. 6, five days before the auction. Lenox will present the results of the auction at a hearing on Feb. 20. 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. LIBERTYTOWN CENTER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Libertytown Center Holdings LLC 8120 Woodmont Ave Suite 350 Bethesda, MD 20814 Tel.: (240) 223-9000 Bankruptcy Case No.: 08-26273 Chapter 11 Petition Date: December 9, 2008 Bankruptcy Court: United States Bankruptcy Court District of Maryland (Greenbelt) Bankruptcy Judge: Paul Mannes Debtor's Counsel: Charles E. Kohlhoss, Esq. Kohlhoss and Associates PC 8120 Woodmont Ave. Suite 350 Bethesda, MD 20814 Tel.: (240) 223-9000 Email: ckohlhoss@kalawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb08-26273.pdf The petition was signed by Charles E. Kohlhoss, Manager of the company. MACDERMID INC: S&P Keeps B Corp. Credit Rating; Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on MacDermid Inc. to negative from stable. At the same time, S&P affirmed its ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects our expectation of weaker operating results in view of the current difficult operating environment and recessionary pressure, which is likely to further delay a material improvement in the company's highly leveraged financial profile," said Standard & Poor's credit analyst Henry Fukuchi. "Although MacDermid continues to benefit from sizeable cash balances, the negative outlook also reflects some concern about the company's access to its revolving credit facility if operating results deteriorate to a level where utilization of the facility becomes necessary." If MacDermid's funding under the revolving credit facility exceeds $10 million for 10 or more days, the company is required to maintain leverage and interest coverage covenants. Although easing raw material costs should provide some support, S&P expects that the prolonged weak economic conditions could significantly affect near-term profitability and cash flow generation. This reduced profitability and cash flow stem from weak consumer durables and automotive-related product end markets. The rating on MacDermid reflects the company's satisfactory business risk position, which is more than offset by a highly leveraged financial profile. MacDermid manufactures and markets specialty chemicals to a variety of industries, including graphic arts, electronic materials (primarily printed circuit boards), and metal finishing. MEDCATH HOLDINGS: S&P Withdraws 'B+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it withdrew its 'B+' corporate credit rating on MedCath Holdings Corp on Dec. 17, 2008. "We also withdrew its 'BB' rating and '1' recovery rating on the company's $100 million revolving credit facility due 2009, and S&P's 'B-' rating and '6' recovery rating on the company's $102 million outstanding senior unsecured notes," said Standard & Poor's credit analyst David Peknay. S&P withdrew the issue ratings because the debt was repaid, and the corporate credit rating at the company's request. Ratings List MedCath Holdings Corp. Ratings Withdrawn To From ----------------- -- ---- Corporate credit rating NR B+/Positive/-- Senior secured issue NR BB Recovery rating NR 1 Senior unsecured issue NR B- Recovery rating NR 6 MERCER INT'L: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Vancouver-based Mercer International Inc. to negative from stable. At the same time, S&P affirmed its ratings on Mercer, including the 'B' corporate credit rating. The outlook revision reflects uncertainties regarding Mercer's financial performance over the next several quarters because of the volatile pulp price environment, inventory oversupply, and the global economic slowdown. Although S&P expects that Mercer's financial results will fluctuate because of pulp market volatility, S&P is concerned that demand for pulp could decline more than expected in the near-term, causing further pricing pressures, margin compression, and a potential drain on liquidity. S&P expects the company to benefit from the decline in certain raw material (such as fiber) and energy costs, although the sustainability of these decreases is somewhat uncertain. The ratings reflect the company's participation in the highly cyclical, fragmented, and competitive pulp industry; limited product diversity; vulnerability of earnings and cash flow to changes in input costs and foreign exchange rates; and high debt leverage. Still, the company operates relatively modern facilities and efficient pulp mills and has a good track record with capital expansion projects and cost reductions. S&P is concerned that the operating environment for Mercer could worsen because of the global economic weakness and price erosion. As a result, the company may need to fund operating losses with cash on hand and erode the liquidity reserve to a level that S&P deems to be inconsistent with the ratings. S&P could lower the ratings if there is a significant decline in liquidity from current levels. Specifically, if cash on hand and credit availability declines below EUR75 million. S&P could revise the outlook to stable if pulp prices rebound and the company is able to generate better-than-expected earnings and positive free cash flow. MERITAGE HOMES: Promotes Steve Davis as Chief Operating Officer -------------------------------------------------------------- Meritage Homes Corporation promoted Steve Davis to the newly created position of chief operating officer. "Over the past two years, as executive vice president of national homebuilding operations, [Mr. Davis] has directed its operating teams to align our product and organization for the challenging environment we face today," said Steven J. Hilton, chairman and chief executive officer of Meritage. "This promotion recognizes [Mr. Davis'] contributions to date, and positions him to work closely with our operating presidents to continue improving our execution, earning high levels of customer satisfaction, and refining our strategy to take advantage of the next upturn in the housing market." An industry veteran, Mr. Davis has more than 25 years experience in the homebuilding industry and a diverse operational background. Prior to joining Meritage, Mr. Davis led a start-up operation for a major homebuilder in the post-hurricane Katrina Gulf Coast. In regional roles he established a successful track record, leading national initiatives focused on construction, customer service and purchasing, and successfully executing a turnaround strategy that significantly improved customer satisfaction while gaining operating efficiencies. Mr. Davis earned his bachelor's degree in business management from Park University and graduated from the University of Arkansas with a master's degree in operations management. Prior to entering the homebuilding industry, he served five years in the U.S. Air Force. About Meritage Homes Headquartered in Scottsdale, Arizona, Meritage Homes Corporation (NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily single-family homes across the southern and western United States under the Meritage, Monterey and Legacy brands. Meritage has active communities in Houston, Dallas/Ft. Worth, Austin, San Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California East Bay/Central Valley and Inland Empire, Denver and Orlando. The company was ranked by Builder magazine in 2007 as the 12th largest homebuilder in the U.S. and ranked #803 on the 2008 Fortune 1000 list. At Sept. 30, 2008, the company's balance sheet showed total assets of $1,453,744,000, total liabilities of $848,853,000 and stockholders' equity of $604,891,000. As of and for the quarter ended Sept. 30, 2008, the company was in compliance with its covenants. After considering its most restrictive bank covenants at Sept. 30, 2008, the company has additional borrowing availability under the Credit Facility of $337,700,000, as determined by borrowing base limitations defined by its Credit Facility agreement. For three months ended Sept. 30, 20008, the company reported net loss of $144,013,000 compared to net loss of $118,552,000 for the same period in the previous year. For nine months ended Sept. 30, 2008, the company posted net loss of $212,786,000 compared to net loss of $160,012,000 for the same period in the previous year. Meritage Homes has reported six consecutive quarterly net losses beginning the second quarter ended June 30, 2007. * * * As reported in the Troubled Company Reporter on Dec. 16, 2008, Fitch Ratings has affirmed Meritage Homes Corporation's issuer default rating and outstanding debt ratings: (i) IDR at 'B+'; (ii) senior unsecured debt at 'BB-/RR3'; and (iii) senior subordinated debt at 'B-/RR6'. The rating outlook remains negative. MGM MIRAGE: Fitch Says Rating Outlook Remains Negative ------------------------------------------------------ MGM Mirage's rating outlook remains negative following the announcement that it entered into an agreement to sell Treasure Island (TI) to Phil Ruffin for $775 million. Fitch believes the gaming operating environment and forward outlook continue to weaken, which offsets MGM's enhanced near-term liquidity profile. The Treasure Island asset sale is expected to provide $500 million in cash at closing, which is anticipated in the second quarter of 2009 (Q2'09). The remaining $275 million will be in the form of 10% secured notes that will be paid in two installments over a two-year period after the transaction closes. This announcement follows the $750 million New York-New York secured note issuance on Nov. 14, 2008, that provided a net cash increase of $537 million after consideration of a discount and the repayment of $150 million of Mandalay notes that were puttable on Nov. 15. MGM's enhanced liquidity mitigates Fitch's concerns regarding near-term CityCenter funding requirements and the $1.3 billion of 2009 debt maturities, provided the company focuses on credit improvement when deploying the capital. However, the Negative Outlook continues to incorporate concerns regarding: -- The full funding and development risk of CityCenter, including the level of residential sales proceeds that will be realized; -- The credit market environment, given an additional $1.1 billion of bond maturities in 2010 and $532 million of bond maturities in 2011 in addition to the October 2011 expiration of its $7 billion credit facility; -- The broader consumer economy and Las Vegas operating environment, including the potential impact of significant additional supply on the Las Vegas Strip over the next 12-18 months amid weak demand. Although MGM has enhanced its liquidity in the past month, gaming operating trends, in addition to trends in other travel-related industries, materially deteriorated in Q4'08 and Fitch became more pessimistic on its 2009 outlook. Last week, Nevada reported that Las Vegas Strip revenues declined 26% in October, which was the worst monthly performance during this recession. In addition, Fitch believes the 2009 outlook for the Las Vegas destination market is likely to remain very weak in 2009, with a recovery not expected until 2010. MGM's ratings are: -- Issuer Default Rating 'BB-'; -- Senior secured notes 'BB'; -- Senior unsecured credit facility 'BB-'; -- Senior unsecured notes 'BB-'; -- Senior subordinated notes 'B'; -- 'Fitch: U.S. Gaming Industry Recovery Unlikely Until 2010', dated Dec. 16, 2008; -- 'Fitch Rates MGM MIRAGE's $750MM Secured Notes 'BB'; Comments on Liquidity Profile', dated Nov. 14, 2008; -- 'Fitch Provides Update on Recent Gaming Liquidity Trends', dated Nov. 14, 2008; -- 'Liquidity Focus: U.S. Gaming & Lodging', dated Oct. 23, 2008; -- 'Fitch Downgrades MGM's IDR to 'BB-'; Outlook Remains Negative', dated Oct. 22, 2008; -- 'Credit Analysis: MGM MIRAGE', dated Sept. 19, 2008; -- 'Fitch Revises MGM MIRAGE Outlook to Negative', dated Aug. 8, 2008. MOMENTUM PROPERTIES: Seeks to Liquidate Real Estate Holdings ------------------------------------------------------------ Rivertown Investments and its real estate holding company, Momentum Properties, filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of New York on Tuesday. James Schlett at Dailygazette.com reports that Rivertown Investments listed $721,500 in assets and $154,500 in liabilities. Court documents say that Rivertown Investments and Momentum Properties closed due to downturns in the housing and credit markets. Justin Heller, the counsel for Rivertown Investments, said in court documents, "The purpose of the bankruptcy is to facilitate the liquidation of [the] debtor's real estate holdings." Dailygazette.com relates that the liquidation of those assets could affect the former homeowners who entered leaseback agreements with Rivertown Investments, which listed more than 40 leaseback agreements in New York, New Jersey, and Pennsylvania. Rivertown Investments said in a 2007 press release that under its leaseback program, homeowners sold their homes because they were on the verge of foreclosure or too far behind on payments to reinstate their mortgages. Dailygazette.com reports that sellers used proceeds from the sale to pay off mortgages, then made rental payments to Rivertown Investments so they could continue living in their homes. According to the report, Momentum Properties took out mortgages from banks like Citimortgage and Countrywide Home Loans to buy the distressed properties. Court documents say that Momentum Properties will try to sell its real estate holdings to pay off its $16.3 million in liabilities. Momentum might have difficulties in liquidating its real estate portfolio due to the housing slump, Dailygazette.com relates, citing Empire Justice Center Senior staff attorney Kirsten Keefe. According to Dailygazette.com, housing sales in the Capital Region declined about 15% for the first 10 months of this year. Mr. Keefe, says Dailygazette.com, said that the fate of the tenants depends on the terms of their leases and whether they are on month-to-month or long-term agreements. Dailygazette.com reports that new buyers would likely have to honor the long-term leases, giving tenants time in their homes. Geoffrey Goldman founded Rivertown Investments in Nyack in 2002. He later moved the headquarters to Albany. Mr. Goldman also operates a firm called Rivertown Financial, which appears to be the public operating name for Rivertown Investments. The report notes that Mr. Goldman made a living by purchasing homes from cash-strapped owners who wouldn't be kicked out after sales closed and could buy the properties back under leaseback agreements. MORGAN STANLEY: Moody's Cuts Rating on Class B Cert. to 'Ba1' ------------------------------------------------------------- Moody's Investors Service has downgraded the rating of one class issued by Morgan Stanley ABS Capital I Inc. Trust. The action is part of an ongoing review of Subprime RMBS transactions. Moody's Investors Service completed its review of the underlying rating on this certificate that is guaranteed by the financial guarantor identified below. The underlying rating reflects the intrinsic credit quality of the certificate in the absence of the guarantee. The current rating on the below certificate is consistent with Moody's practice of rating insured securities at the higher of the guarantor's insurance financial strength rating and the underlying rating based on Moody's modified approach to rating structured finance securities wrapped by financial guarantors. The ratings on the notes were assigned by evaluating factors determined to be applicable to the credit profile of the notes, such as i) the nature, sufficiency, and quality of historical performance information regarding the asset class as well as for the transaction sponsor, ii) an analysis of the collateral being securitized, iii) an analysis of the policies, procedures and alignment of interests of the key parties to the transaction, most notably the originator and the servicer, iv) an analysis of the transaction's allocation of collateral cashflow and capital structure, v) an analysis of the transaction's governance and legal structure, and (vi) a comparison of these attributes against those of other similar transactions. Moody's approach to analyzing more seasoned subprime pools i.e. prior to 2H 2005 takes into account the annualized loss rate from last 12 months and the projected loss rate over next 12 months, and then translates these measures into lifetime losses based on a deal's expected remaining life. Recent Losses are calculated by assessing cumulative losses incurred over the past 12-months as a percentage of the average pool factor in the last year. For Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%, 65% and 90% for loans that are delinquent 60-days, 90+ days, are in foreclosure, and REO respectively. Moody's then applies deal-specific severity assumptions, in this case 55%. The results of these two calculations - Recent Losses and Pipeline Losses - are weighted to arrive at the lifetime cumulative loss projection. Complete list of rating actions follows: Issuer: Morgan Stanley ABS Capital I Inc. Trust 2003-NC9 -- CL. B Certificate, Downgraded to Ba1, previously on 9/29/2003 Assigned to Baa3 MORIN BRICK: Gets Continuing Authority to Borrow from BofA ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine issued on Dec. 2, 2008, its Amended Third Final Order granting Morin Brick Company continuing authority to obtain postpetition financing with Bank of America. As reported in the Troubled Company Reporter on Nov. 28, 2008, Morin Brick Company asked the Court for authority to continue borrowing from Bank of America on a postpetiton basis under its prepetition Line of Credit of $2.6 million with BofA to fund expenses based on projected 9-Week Cash Flow Forecast & Budget ending Jan. 31, 2009. The Debtor told the Court that absent the continued Line of Credit, it would be unable to meet its short-term and mid-term needs based upon the use of cash collateral alone. The Debtor's indebtedness shall be secured by a first lien on all assets of the Debtor, including, without limitation, all of the Debtor's inventory, all of the Debtor's accounts and accounts receivable for goods sold by the Debtor; all of the Debtor's machinery and equipment and other personal property; and all general intangibles. In addition, drawdowns on the Line of Credit will be further secured by a first mortgage lien upon the Debtor's real property, including any and all leasehold interests and rights to rents or profits. As adequate protection, Bank of America is also granted a superpriority claim status pursuant to Sec. 364(c)(1) for the amount of the unpaid balance advanced under the Line of Credit, provided that such claims and liens of Bank of America shall not be prior to fees payable to the Office of the United States Trustee. Headquartered in Auburn, Maine, Morin Brick Company -- http://www.morinbrick.com/-- manufactures moulded and waterstruck brick and extruded brick for customers primarily located in the Northeastern United States and Canada. The company filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No. 08-21022). D. Sam Anderson, Esq., and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent the Debtor as counsel. Anthony J. Manhart, Esq., Fred W. Bopp III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A., represents the Official Committee of Unsecured Creditors as counsel. Tron Group is the Debtor's Chief Restructuring Officer. When the Debtor filed for protection from its creditors, its listed assets of between $10 million and $50 million and debts of between $1 million and $10 million. MPC CORP: Hahn & Hessen to Represent Creditors Committee -------------------------------------------------------- Hahn & Hessen LLP has been named as lead counsel to the Official Committee of Unsecured Creditors in the Chapter 11 cases of MPC Corp. and its eight wholly owned subsidiaries filed in Delaware Bankruptcy Court. Members of the Creditors' Committee include: Flextronics Computing Mauritius Limited; H. Co. Computer Products dba ThinkCP Technologies; Technology Insurance Company; Quanta Computer Inc.; Document Storage Systems, Inc.; EMC Corporation; and United Parcel Service. Drinker Biddle & Reath LLP has been selected as Delaware counsel. Mark S. Indelicato and Mark T. Power, partners in the Firm's bankruptcy group, are heading up the engagement. "We are hopeful that our knowledge and experience with the key issues facing this financially distressed manufacturer in this difficult credit environment will enable us to assist the Committee in maximizing creditor returns," said Partner Mark Indelicato. About MPC Corporation Headquartered in Nampa, Idaho, MPC Corporation -- http://www.mpccorp.com-- sells personal computer and provides computer softwares and hardwares to mid-size businesses, government agencies and education organizations. The Debtors acquired Gateway Professional Divison from Gateway Inc. and Gateway Technologies Inc. in October 1, 2007. The company and eight of its affiliates filed for Chapter 11 protection on Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12673). Richard A. Robinson, Esq., at Reed Smith LLP, represents the Debtors in their restructuring efforts. The Debtor selected Focus Management Group USA, LLC, as its financial advisor As of June 30, 2008, the Debtors have $258.3 million in total assets and $277.8 million in total debts. MXENERGY HOLDINGS: S&P Cuts Rating on Sr. Unsecured Notes to 'C' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on natural gas retail marketer MXEnergy Holdings Inc.'s to 'CC' from 'CCC+'. In addition, S&P lowered the rating on the company's senior unsecured notes due 2011 to 'C' from 'CCC-'. The recovery rating on MXEnergy's notes is unchanged at '6', which indicates that lenders can expect negligible (0% to 10%) recovery in the event of a payment default. S&P will review the recovery rating upon completion of the tender offer. The ratings remain on CreditWatch with negative implications. "The rating actions follow the company's announcement of a cash tender offer to purchase any of the company's $165 million of floating rate notes due 2011," said Standard & Poor's credit analyst William Ferara. Consideration to be paid for the notes will be 50% of their par value. The tender offer is open until Jan. 13, 2009, and is conditioned on receiving certain proposed amendments to the note indenture. The proposed amendments include eliminating substantially all of the restrictive covenants in the indenture, as well as eliminating certain events of default and certain other provisions in the indenture. S&P considers the offer to be a distressed exchange and, as such, tantamount to a default. The exchange reflects the difficult conditions affecting the company and the severe challenges they will likely confront in 2009. MXEnergy is under financial pressure and investors' potential willingness to accept a substantial discount to contractual terms provides evidence that they have significant doubts about receiving full payment on obligations that come due over two years in the future. If the exchange is completed, S&P would lower the corporate credit rating to 'SD' (selective default) and the tendered issue-level rating to 'D' upon completion of the offer. It is S&P's preliminary expectation that the corporate credit rating on MXEnergy would initially not be higher than 'CCC+' following the consummation of the exchange transaction, depending on the company's liquidity position and business prospects. S&P recognize that the potentially new capital structure could substantially reduce MXEnergy's debt balance. After the exchange, S&P will reassess MXEnergy's capital structure and revise ratings based on the amount of notes successfully tendered. NATIONAL AMUSEMENTS: Mulls Sale of US, Britain & LatAm Theaters --------------------------------------------------------------- Merissa Marr at The Wall Street Journal reports that National Amusements Inc. is considering selling some of its theaters in the U.S., Britain and Latin America to help pay down $1.6 billion in debts. Citing analysts, WSJ relates that the theater chain is worth between $500 million and $700 million. National Amusements thinks it is worth about $1 billion, WSJ says. According to WSJ, National Amusements owner Sumner Redstone was forced to come up with asset sales after breaching the terms of its loans. A Dec. 19 deadline to repay half that debt was extended as National Amusements continues negotiations with its banks, says the report. The report states that National Amusements formed a special committee of directors in October for the talks, which includes: -- Mr. Redstone's daughter Shari; -- George Abrams, who also sits on the board of Viacom Inc.; and -- Mr. Redstone's attorney, David Andelman, who sits on the board of CBS Corp. WSJ relates that Mr. Redstone excluded himself from the negotiations to avoid conflict in his role as chairperson of Viacom and CBS, which the family controls. Mr. Redstone's daughter, Shari, is opposing the sale and is telling the company to consider other assets to sell, according to WSJ. Ms. Redstone, says WSJ, resisted a move early on to shed the theaters to scale back the family's debt. People familiar with the matter said that she was outvoted 2-1, WSJ reports. WSJ states that Mr. and Ms. Redstone had been in talks over a deal that would give Ms. Redstone ownership of the theaters in exchange for her 20% of National Amusements, but the talks stopped due to the dropping economy. About National Amusements, Inc. National Amusements, Inc., North America's sixth largest theatre operator is a closely held corporation, that operates more than 1,425 motion picture screens in the U.S., the U.K., Latin America, is an equal partner in the online ticketing service, MovieTickets.com and the parent company of Viacom. Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising and online. With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion and distribution of entertainment, news, sports, music and comedy. Viacom's well-known brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT: Country Music Television, Comedy Central, Showtime, Blockbuster, and Simon & Schuster. As reported by the Troubled Company Reporter on Nov. 25, 2008, National Amusements would likely have to file for Chapter 11. Owner Sumner Redstone put last month about $233 million of his stock in Viacom and CBS, which he controls through National Amusements, to try to fix his debt problems after the stock market dropped lower and National Amusements breached an asset-to-debt covenant. The move didn't work, and the Redstone family has since been discussing with its lenders about restructuring a $1.6 billion debt. NATIONAL GUARANTY: A.M. Best Withdraws "C+" Fin'l Strength Rating ----------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength rating (FSR) of C+ (Marginal) and issuer credit rating (ICR) of "b-" of National Guaranty Insurance Company (Phoenix, AZ). The outlook for these ratings is negative. Concurrently, A.M. Best has withdrawn the ratings at the company's request and assigned a category NR-4 to the FSR and an "nr" to the ICR. The ratings reflect National Guaranty Insurance Company's marginal capitalization, highly aggressive premium growth expectations and the unpredictability surrounding management's operating strategies. Risk-adjusted capitalization is expected to decline as geographic expansion and premium growth is expected to occur at a faster pace than surplus growth. This aggressive growth strategy is expected to cause underwriting leverage to rise and adversely impact the company's risk-adjusted capital position. In addition to the aggressive growth strategy, management will face marketing and execution challenges in view of the current competitive market conditions. Partially offsetting these negative rating factors are the company's improvement in current underwriting results and management's plan to maintain a conservative, highly rated investment portfolio. Founded in 1899, A.M. Best Company is a global full-service credit rating organization dedicated to serving the financial and health care service industries, including insurance companies, banks, hospitals and health care system providers. NAVISITE INC: Has Until February 19 to Regain Listing Compliance ---------------------------------------------------------------- NaviSite Inc. received a notification from the NASDAQ Listing Qualifications Staff on Dec. 12, 2008, granting it an extension to Feb. 19, 2009, to regain compliance with the rule after the submission of its definitive plan to achieve compliance with Marketplace Rule 4310(c)(3). Under the rule, the company must have a minimum of $2,500,000 in stockholders' equity, $35,000,000 market value of listed securities or $500,000 net income from continuing operations for the most recently completed fiscal year, or two of the three most recently completed fiscal years. Under the terms of the extension, by Feb. 19, 2009, the company must furnish to the Securities and Exchange Commission and NASDAQ a publicly available filing evidencing the Company's compliance with the rule. If the Company does not satisfy the terms of the extension, its securities will be subject to delisting. About NaviSite NaviSite Inc. (NASDAQ: NAVI) -- http://www.navisite.com-- provides enterprise hosting and application services. NEFF CORP: Completes $196 Million Offering of 10% Senior Notes -------------------------------------------------------------- Neff Corp. disclosed the expiration and final results of its Offer to Purchase and Consent Solicitation relating to its outstanding 10% Senior Notes due 2015. The Offer expired at 9:00 a.m., New York City time, on Dec. 16, 2008. As of the Expiration Date, approximately $196 million in aggregate principal amount of the Senior Notes, representing approximately 85% of the outstanding Senior Notes, were validly tendered and not validly withdrawn in the Offer. Neff has accepted for purchase all such Senior Notes and has settled the Offer. For each $1,000 principal amount of Senior Notes tendered, the holders of the Senior Notes have become lenders under Neff's senior secured first lien credit agreement in the amounts described in Neff's Offer to Purchase and Consent Solicitation Statement dated Nov. 17, 2008. After giving effect to the Offer, $34 million aggregate principal amount of Senior Notes remain outstanding. Miller Buckfire & Co., LLC acted as the Dealer Manager for the Offer, and D.F. King & Co., Inc. acted as Information Agent and Exchange Agent. 2nd Lien Lenders File Suit As reported by the Troubled Company Reporter, on Dec. 12, 2008, certain lenders under Neff's second lien credit agreement filed a verified complaint in the Supreme Court of New York, County of New York, seeking to enjoin the Offer. The Complaint alleges that the Offer constitutes a breach of the Second Lien Credit Agreement and the intercreditor agreement and of Neff's purported fiduciary duty to the lenders. After oral argument on Dec. 15, 2008, a judge denied the request for a temporary restraining order to enjoin the consummation of the Offer. Neff, in a filing with the Securities and Exchange Commission, said the assertions contained in the Complaint are "without merit." Neff stated it would vigorously oppose those lenders' claims. About Neff Corp. Neff Corp. -- http://www.neffcorp.com.-- operates an equipment rental company in the United States. Through its 65 branches that located primarily in the Sunbelt states, the company rents an array of construction and industrial equipment including earthmoving equipments. The company is controlled by affiliates of Lightyear Capital LLC. At Sept. 30, 2008, the company's balance sheet showed total assets of $825,803,000, total liabilities of $744,789,000 and stockholders' equity of $81,014,000. The company posted net loss of $12,191,000 for three months ended Sept. 30, 2008, compared with net loss of $9,412,000 for the same period in the previous year. The company posted net loss of $34,148,000 for nine months ended Sept. 30, 2008, compared with net loss of $11,482,000 for the same period in the previous year. During the nine months ended Sept. 30, 2008, its operating activities provided net cash flow of $42.2 million as compared to $72.7 million for the combined nine months ended Sept. 30, 2007. The decrease is attributable to decreases in net income and working capital. * * * As reported in the Troubled Company Reporter on Dec. 18, 2008, Standard & Poor's Ratings Services lowered its corporate credit ratings on Miami-based equipment rental company Neff Corp., and subsidiary Neff Rental Inc., to 'SD' (selective default) from 'CC'. "We also lowered the issue-level rating on Neff's 10% senior notes due 2015 to 'D' from 'C'," S&P said. NEFF CORP: Inks Supplemental Indenture With Wells Fargo, et al. --------------------------------------------------------------- Neff Corp. disclosed in a regulatory filing with the Securities and Exchange Commission that it entered into a supplemental indenture, dated as of Dec. 3, 2008, to the indenture governing the company's senior notes with certain subsidiary guarantors and Wells Fargo Bank, National Association, as trustee. The Supplemental Indenture does not alter Neff's obligation to pay the principal or interest on the Senior Notes or alter the stated interest rate, maturity date or redemption provisions of the Senior Notes. The Supplemental Indenture eliminates the restrictive covenants in the indenture governing the Senior Notes and the events of default, other than payment defaults and certain bankruptcy related events of default relating to Neff, will no longer be applicable. The amendments reflected in the Supplemental Indenture will not be effective unless and until the Senior Notes tendered in the Offer are accepted for payment by the company. Neff also disclosed that on Dec. 3, 2008, it received a letter from a law firm purporting to represent lenders constituting a majority of the aggregate outstanding debt under Neff's second lien credit agreement. The Letter asserted that the Second Lien Credit Agreement and related documentation do not permit the elevation of the Senior Notes to senior secured debt status with lien priority superior to the liens securing the Lenders. The Letter further asserted that the intercreditor agreement among Neff and other parties thereto contemplates Neff's receipt of new money in exchange for increased first lien indebtedness, not an exchange of Senior Notes for new term loans. The Letter stated that the Lenders reserve all rights and remedies, including the right to commence legal action against Neff, its officers and directors, the Trustee, the agent under Neff's credit agreements and any other party participating in, or benefiting from, the Offer. The company stated that the complaint was without merit. About Neff Corp. Neff Corp. -- http://www.neffcorp.com.-- operates an equipment rental company in the United States. Through its 65 branches that located primarily in the Sunbelt states, the company rents an array of construction and industrial equipment including earthmoving equipments. The company is controlled by affiliates of Lightyear Capital LLC. At Sept. 30, 2008, the company's balance sheet showed total assets of $825,803,000, total liabilities of $744,789,000 and stockholders' equity of $81,014,000. The company posted net loss of $12,191,000 for three months ended Sept. 30, 2008, compared with net loss of $9,412,000 for the same period in the previous year. The company posted net loss of $34,148,000 for nine months ended Sept. 30, 2008, compared with net loss of $11,482,000 for the same period in the previous year. During the nine months ended Sept. 30, 2008, its operating activities provided net cash flow of $42.2 million as compared to $72.7 million for the combined nine months ended Sept. 30, 2007. The decrease is attributable to decreases in net income and working capital. * * * As reported in the Troubled Company Reporter on Dec. 18, 2008, Standard & Poor's Ratings Services lowered its corporate credit ratings on Miami-based equipment rental company Neff Corp., and subsidiary Neff Rental Inc., to 'SD' (selective default) from 'CC'. "We also lowered the issue-level rating on Neff's 10% senior notes due 2015 to 'D' from 'C'," S&P said. NEFF CORP: Lenders Reduce Borrowings in First Lien Credit Deal -------------------------------------------------------------- Neff Corp.'s availability under its first lien credit agreement to incur revolving credit loans and letter of credit obligations is subject to a borrowing base that is determined by the value of the company's rental fleet and equipment, accounts receivable and parts inventory. In a regulatory filing with the Securities and Exchange Commission, the company said that Bank of America, N.A., the administrative agent under the First Lien Credit Agreement, has informed the company that, in accordance with its authority under the First Lien Credit Agreement, the borrowing base would be reduced by additional reserves relating to the aggregate fair value liability of the interest rate swaps with the lenders under the First Lien Credit Agreement. The First Lien Credit Facilities will consist of: -- A revolving credit facility of up to $325.0 million, including a $30.0 million sub-limit for letters of credit -- letters of credit will be 100% reserved against borrowing availability under the Revolving Facility -- and a $10.0 million sub-limit for swingline loans. Letters of Credit will be issued by the Administrative Agent and Swingline Loans will be made available by the Administrative Agent, and each Revolving Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and Swingline Loan. -- A term loan facility initially in the amount of the lesser of (i) the aggregate loans made in the Offer and (ii) $103.5 million. -- A provision permitting the company from time to time to increase the aggregate amount of the Term Loan Facility as a result of additional holders of Senior Notes becoming Term Lenders, provided that (i) the aggregate amount of Term Loans will not exceed $103.5 million at any time, (ii) any subsequent exchange of Senior Notes will not entitle the company to receive any cash or consideration and (iii) no default or event of default shall exist at the time of any such increase. The First Lien Credit Facilities will terminate and all amounts outstanding thereunder will be due and payable on May 31, 2013. The company's obligations under the Swaps are secured by the same collateral that secures the Revolving Loans and would be entitled to be paid from the proceeds of the collateral securing the First Lien Credit Agreement prior to the term loans under the proposed amended and restated First Lien Credit Agreement. A full-text copy of the Summary of the Amended Credit Agreement, Including the Term Loans is available for free at: http://ResearchArchives.com/t/s?3685 The aggregate fair value liability of the Swaps was approximately $17.8 million on Sept. 30, 2008, and the company estimates that as of Nov. 24, 2008, the value was approximately $26.5 million. Approximately $4.0 million of the Swaps liability is scheduled to be paid on Dec. 8, 2008, and the remaining obligations under the Swaps are scheduled to be paid bi-annually thereafter. The administrative agent has indicated to the company that it intends to impose the majority of the reserves relating to the fair value liability of the Swaps currently and phase in the remainder of such reserves over a number of months. Had the full reserves relating to the fair value liability of the Swaps been in effect on Sept. 30, 2008, and based on the fair value of the Swaps on such date, the company's excess availability to incur Revolving Loans would have been approximately $66.5 million on the date, as compared to the $84.3 million. Notwithstanding the change in excess availability, the company continues to expect that ongoing requirements for debt service and capital expenditures will be funded from cash flow from operations and borrowings under the First Lien Credit Agreement and will be sufficient to meet its capital needs for at least the next 12 months. However, changes in the company's operating results and changes in the borrowing base caused by, among other things, the fair value of the Swaps, depreciation on the company's rental fleet and equipment, and other changes in the value of rental fleet and equipment, including as a result of appraisals, accounts receivable and parts inventory could materially adversely affect its liquidity. About Neff Corp. Neff Corp. -- http://www.neffcorp.com.-- operates an equipment rental company in the United States. Through its 65 branches that located primarily in the Sunbelt states, the company rents an array of construction and industrial equipment including earthmoving equipments. The company is controlled by affiliates of Lightyear Capital LLC. At Sept. 30, 2008, the company's balance sheet showed total assets of $825,803,000, total liabilities of $744,789,000 and stockholders' equity of $81,014,000. The company posted net loss of $12,191,000 for three months ended Sept. 30, 2008, compared with net loss of $9,412,000 for the same period in the previous year. The company posted net loss of $34,148,000 for nine months ended Sept. 30, 2008, compared with net loss of $11,482,000 for the same period in the previous year. During the nine months ended Sept. 30, 2008, its operating activities provided net cash flow of $42.2 million as compared to $72.7 million for the combined nine months ended Sept. 30, 2007. The decrease is attributable to decreases in net income and working capital. * * * As reported in the Troubled Company Reporter on Dec. 18, 2008, Standard & Poor's Ratings Services lowered its corporate credit ratings on Miami-based equipment rental company Neff Corp., and subsidiary Neff Rental Inc., to 'SD' (selective default) from 'CC'. "We also lowered the issue-level rating on Neff's 10% senior notes due 2015 to 'D' from 'C'," S&P said. NEFF CORP: Inks Indemnification Agreement with CFO Mark Irion ------------------------------------------------------------- Neff Corp. entered into an indemnification agreement with Mark Irion, the company's executive vice president, chief financial officer and secretary. A full-text copy of the indemnification agreement is available for free at http://ResearchArchives.com/t/s?3684 Neff Corp. -- http://www.neffcorp.com.-- operates an equipment rental company in the United States. Through its 65 branches that located primarily in the Sunbelt states, the company rents an array of construction and industrial equipment including earthmoving equipments. The company is controlled by affiliates of Lightyear Capital LLC. At Sept. 30, 2008, the company's balance sheet showed total assets of $825,803,000, total liabilities of $744,789,000 and stockholders' equity of $81,014,000. The company posted net loss of $12,191,000 for three months ended Sept. 30, 2008, compared with net loss of $9,412,000 for the same period in the previous year. The company posted net loss of $34,148,000 for nine months ended Sept. 30, 2008, compared with net loss of $11,482,000 for the same period in the previous year. During the nine months ended Sept. 30, 2008, its operating activities provided net cash flow of $42.2 million as compared to $72.7 million for the combined nine months ended Sept. 30, 2007. The decrease is attributable to decreases in net income and working capital. * * * As reported in the Troubled Company Reporter on Dec. 18, 2008, Standard & Poor's Ratings Services lowered its corporate credit ratings on Miami-based equipment rental company Neff Corp., and subsidiary Neff Rental Inc., to 'SD' (selective default) from 'CC'. "We also lowered the issue-level rating on Neff's 10% senior notes due 2015 to 'D' from 'C'," S&P said. NETWORK COMM: S&P Keeps B Corp. Credit Rating; Outlook Negative --------------------------------------------------------------- Standard & Poor's Rating Services revised its rating outlook on Lawrenceville, Georgia-based Network Communications Inc. to negative from stable. At the same time, S&P affirmed all ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects deterioration at the company's home resale and new sales segment, as well as its home remodeling segment, due to pervasive weakness in the U.S. real estate market and broad recessionary pressures," explained Standard & Poor's credit analyst Jeanne Mathewson. "Although the company's rental- related publications continue to perform well, S&P expects revenue and EBITDA declines to continue into 2009, which could impede discretionary cash flow generation." NCI participates in three segments of the real estate market -- home resale and new sales (49% of revenue for the 12 months ended Sept. 30, 2008), rentals and leasing (37%), and remodeling and home improvement (14%). The resale and new home sale segments have been negatively affected by weakness in the U.S. housing market. After increasing in September, existing home sales declined 1.6% in October from prior-year levels and 3.1% sequentially. Revenue and EBITDA were down 16.5% and 22.5%, respectively, for the second fiscal quarter ended Sept. 14, 2008, largely due to a decline in ad pages at the company's largest publication, The Real Estate Book. TREB, which is dependent on advertising from residential real estate agents and accounted for 31% of the company's revenue in the quarter, experienced a 34% revenue decline due to adverse housing market conditions. Revenue at the rental and leasing segment grew 8.9%, while the home improvement segment, where revenue declined 16.7%, is starting to suffer from a lack of consumer confidence and the erosion of home equity. Lease-adjusted debt (including $38.4 million of holding company 12% pay-in-kind notes) to EBITDA increased to 6.5x for the 12 months ended Sept. 14, 2008, from 5.9x at the fiscal 2008 year-end (March), despite the repayment of $5.2 million of debt in the quarter. EBITDA coverage of total interest expense was low at 1.5x, while EBITDA coverage of cash interest was somewhat better at 1.7x, benefiting from the absence of cash interest payments on the PIK senior subordinated notes for the life of the notes. NCI converted roughly 14% of EBITDA to discretionary cash flow for the 12 months ended Sept. 14, 2008, down from the 30% area in the prior-year period. Acquisitions have decreased meaningfully in fiscal 2009, after roughly $33.1 million of acquisitions in fiscal 2008. The rating will not accommodate further acquisitions over the intermediate term, either funded through debt or discretionary cash flow, and maintenance of the rating assumes that the company will use its financial resources cautiously amid tight credit conditions and an extremely weak housing market. NEW WAVE COMMS: Juniper Obtains More Funding from Investors ----------------------------------------------------------- Juniper Group Inc. has received additional funding from its investment bankers and has reached terms for a credit line as well as accounts receivable financing for its subsidiary New Wave Communication Inc. The financing was approved by the bankruptcy court in New Wave's Chapter 11 proceeding. The financing permits Juniper to defray its general and administrative expense and enables New Wave to generate immediate cash flow as it performs current contracts with two telecommunications companies for upgrading their cell phone infrastructure in the Indianapolis metropolitan area and this will give New Wave the resources to support its growth by taking on additional work. "With technology growth burgeoning at unprecedented rates, this financing would allow us to be competitive in solicitation of new business and continue to service its clients in the manner they have come to expect," said Vlado P. Hreljanovic, Juniper's President. "The funding allows the company to move forward in a very positive way while enabling us to set concrete goals and a timetable for emergence from our reorganization. We are very encouraged that we can maintain or improve our employment levels during this very difficult time in our nation's economy," Mr. Hreljanovic. Headquartered in Franklin, Indiana, New Wave Communications filed for Chapter 11 protection on Nov. 7, 2008 (Bankr. S.D. Ind. Case No. 08-13975). Jeffrey M. Hester, Esq., at Tucker|Hester LLC, represents the Debtor. When it filed for protection from its creditors, it listed assets of less than $50,000 and debts between $500,000 and $1,000,000. NEW CENTURY ENERGY: Seeks to Auction Off Assets on January 27 ------------------------------------------------------------- Gulf Coast Oil Corporation, Century Resources, Inc., and New Century Energy Corp. ask the U.S. Bankruptcy Court for the Southern District of Texas to approve the sale of the Debtors' rights and interests in all of their assets, including their cash, fixtures, equipment, inventory, and the oil and gas properties, free and clear of all liens, claims and encumbrances, at an auction to be held on Jan. 27, 2009. The form of asset purchase agreement, which shall be subject to Court approval, will be filed on or before Jan. 16, 2009. As reported in the Troubled Company Reporter on Dec. 4, 2008, the Debtors filed with the Court on Nov. 10, 2008, a Disclosure Statement explaining their Joint Plan of Reorganization filed Nov. 7, 2008. The Debtors' proposed Joint Plan provided for a restructuring of the secured obligations owed to Laurus through the Debtors' issuance of new note obligations on terms more favourable to the Debtors than the pre-petition indebtedness owed to Laurus. The proposed Joint Plan sought "cram-down" treatment of Laurus' claims. As oil prices continued their rapid decline during the months following the Petition Date, it became apparent that the proposed cram-down treatment of Laurus' claims would be difficult to accomplish. Accordingly, prior to the scheduled hearing to approve the Disclosure Statement, the Debtors and Laurus began discussions regarding a consensual resolution of Laurus' secured claims. Those discussions resulted in the Debtors' withdrawal of the proposed Joint Plan and the filing of this request. Laurus is automatically deemed a Qualified Bidder, and it may credit bid at the Auction up to the amount of $75 million. Any Qualified Bidder desiring to submit a Bid for the Property at the auction, must deliver, in writing, its Bid such that the Bid is actually received not later than 12:00 p.m. (Eastern time) on Jan. 23, 2009. The bid letter shall be accompanied by a deposit in a form acceptable to the Debtors in the amount of 3% of the Purchase Price and written evidence of a commitment for financing or other evidence of ability to consummate the Proposed Sale. The proceeds from such sale will be paid to Laurus upon the closing of such sale. A full-text copy of the Debtors' oil and gas properties which are to be sold at the Jan. 27 auction is available for free at: http://bankrupt.com/misc/newcentury_exhibitA.pdf About New Century Energy Based in Houston, Gulf Coast Oil Corp., Century Resources, Inc. and New Century Energy Corp. are engaged in independent oil and gas exploration and production. The Debtors' major areas of operations are located onshore United States, primarily in McMullen, Matagorda, Wharton, Goliad and Jim Hogg Counties in Texas. All of the Debtors oil and gas properties are operated by Century Resources, a wholly owned operating subsidiary of New Century. Title ownership of the various oil and gas properties are held in three entities - Gulf Coast Oil, another wholly owned subsidiary of New Century; New Century and Century Resources, with all field operations conducted under the name of Century Resources. The working interest ownership of the various operated properties range from 80% in the Sargent South Field in Matagorda County, Texas, to 100% in the San Miguel Creek Field (McMullen County, Texas), Mustang Creek Field (McMullen and Atascosa Counties, Texas), Prado Field (Jim Hogg County, Texas), Soleberg Wilcox Field (Goliad County, Texas), and Tenna Field (Wharton County, Texas). Additionally, the Debtors own a 15.20% non-operated working interest with a 12.214% net revenue interest in the Wishbone Field in McMullen County, Texas. The Debtors filed separate petitions for Chapter 11 relief on July 28, 2008 (Bankr. S.D. Tex. Lead Case No. 08-50213). Chasless L. Yancy, Esq., and David A. Zdunkewicz, Esq., at Andrews & Kurth represent the Debtors as counsel. As of March 31, 2008, Gulf Coast had total assets of $51,901,717 and total debts of $75,326,678. N. AMERICAN ENERGY: S&P Affirms 'B+' Long-Term Corp. Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B+' long- term corporate credit and senior unsecured debt ratings on Edmonton, Allanta-based North American Energy Partners Inc. The outlook is stable. The '4' recovery rating on the senior unsecured debt is unchanged. "The affirmation follows our review of NAEP's consolidated business risk and financial risk profiles, both of which remain consistent with the 'B+' ratings category," said Standard & Poor's credit analyst Jamie Koutsoukis. "Despite the number of recent project cancellations and deferrals in the oil sands, S&P believes that NAEP will continue to have demand for its services based on the work it provides to existing and operating projects and will maintain its current credit profile" Ms. Koutsoukis added. NAEP is a leading service provider of construction-type services such as site preparation, heavy construction, mining, piling, and installation of field and transmission pipelines. Most revenue comes from providing these services to large oil and gas companies in western Canada, in particular those in the oil sands. In addition, NAEP maintains one of the largest independently owned equipment fleets in the region. The stable outlook reflects S&P's expectation that NAEP will internally fund its interest obligations and its capital spending program in the coming fiscal year. The company's credit profile has continued to strengthen, based on its increased exposure to recurring work and improvement in its cash protection measures. These factors place NAEP at the strong end of the 'B+' rating, in S&P's view, so while the oil sands slowdown will likely temper NAEP's revenue growth, S&P continues to expect the company will withstand some near-term deterioration in profitability as many customers reduce spending. If the company materially outspends internally generated cash flow, or suffers a significant deterioration in its financial risk profile, a change in the outlook or negative rating action could occur. Alternatively, If NAEP demonstrates sustained profitability and generates positive free cash flow after capital expenditures while maintaining its current financial risk profile, an outlook revision to positive is possible. NORTHLAKE FOODS: Files Chapter 11 Plan and Disclosure Statement --------------------------------------------------------------- Bloomberg's Bill Rochelle reports that Northlake Foods Inc., the operator of 121 Waffle House restaurants, filed a Chapter 11 plan and explanatory disclosure statement, which provides for: -- secured loans totalling $8.7 million owed to Bank of America will be restructured and will be paid with a $4 million senior secured loan, a $1 million subordinated secured loan, and the deficiency treated as an unsecured claim. -- unsecured creditors will split up $345,000 cash to cover their claims totalling $10.4 million. -- unsecured creditors will receive dividends composed of $30,000 cash, one-tenth of one percent of net sales over four years after plan confirmation, and collections from lawsuits. According to Mr. Rochelle, an examiner was appointed to look into whether there are claims to be brought against insiders. The examiner has a $50,000 budget. Tampa, Florida-based Northlake Foods, Inc., operates a restaurant chain. The company filed for Chapter 11 relief on Sept. 15, 2008 (Bankr. M. D. Fla. Case No. 08-14131). Lori V. Vaughan, Esq., Roberta A. Colton, Esq., and Stephanie C. Lieb, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Millis, P.A., represent the Debtor as counsel. In its schedules, it listed total assets of $8,449,885 and total debts of $9,370,829. NOVASTAR FINANCIAL: Loan Securitization Review Delays 10-Q Filing ----------------------------------------------------------------- NovaStar Financial, Inc., disclosed in a Form 12b-25 with the Securities and Exchange Commission that it could not timely file its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2008. The company added that it could not file its Third Quarter 10-Q. The company and its independent auditors are analyzing certain technical accounting matters related to three separate loan securitization transactions that were originally accounted for as financings. This analysis was made due to events that have occurred since these securitizations originally closed. The company will file its third quarter financial report on Form 10-Q as promptly as practicable. Headquartered in Kansas City, Missouri, NovaStar Financial Inc. (NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to significant changes in its business during 2007 and the first quarter of 2008, the company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage backed securities. Novastar Financial Inc.'s consolidated balance sheet at June 30, 2008, showed $1.5 billion in total assets, $1.1 billion in total liabilities, and $384.4 million in total stockholders' deficit. Going Concern Doubt Deloitte & Touche LLP, in Kansas City, Missouri, expressed substantial doubt about Novastar Financial Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's deficit in shareholders' equity, the disruption in the credit markets and related liquidity issues, the sale of its loan servicing operations and the decision to cease all of its mortgage lending operations. NOVASTAR FINANCIAL: Pays $7.25MM as Securities Dispute Settlement ---------------------------------------------------------------- NovaStar Financial, Inc. entered into a settlement agreement to resolve pending securities litigation against the company and certain current and former executive officers alleging that the defendants made public statements that were misleading for failing to disclose certain regulatory and licensing matters regarding the company. The total amount of the settlement, which is subject to the approval of the United States District Court for the Western District of Missouri, is $7.25 million and will be paid by the company's insurance carriers. The settlement agreement contains no admission of fault or wrongdoing by the company or the other defendants. On Dec. 10, 2008, Stull, Stull & Brody and Gainey & McKenna filed a Class Action Complaint for Violations of the Employee Retirement Income Security Act against NovaStar Financial, Inc. and certain individuals who are believed to have been fiduciaries of the NovaStar Financial, Inc. 401(k) Plan during the period May 4, 2006, through Nov. 15, 2007, inclusive. The Complaint alleged that Defendants allowed the imprudent investment of the Plan's assets in NovaStar common stock throughout the Class Period despite the fact that they knew or must have known that the investment was unduly risky and imprudent due to the company's serious mismanagement and improper business practices. The Complaint further alleged that the Plan's fiduciaries also failed to disclose information about NovaStar to the Plan's participants in violation of ERISA. In a separate filing with the Securities and Exchange Commission, the company disclosed that it has appointed Rodney Schwatken as principal accounting officer. He will also remain as chief financial officer of the company a position he has held since January 2008. From March 2006 through January 2008, Mr. Schwatken had been the company's vice president - strategic initiatives where he was responsible for special projects, generally related to corporate development and management of the company's strategic transactions. From March 1997 until March 2007, Mr. Schwatken held various titles including vice president, secretary, treasurer and controller or chief accounting officer of the company and was responsible for corporate accounting, including implementation of accounting policies and procedures and developing and implementing proper internal control over all financial recordkeeping. From June 1993 to March 1997, when he joined the company, Mr. Schwatken was accounting manager with U.S. Central Credit Union, a $30 billion dollar investment, liquidity and technology resource for the credit union industry. From January 1987 to June 1993, Mr. Schwatken was employed by Deloitte & Touche LLP in Kansas City, Missouri, as an audit manager. About NovaStar Financial Inc. Headquartered in Kansas City, Missouri, NovaStar Financial Inc. (NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to significant changes in its business during 2007 and the first quarter of 2008, the company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage backed securities. Novastar Financial Inc.'s consolidated balance sheet at June 30, 2008, showed $1.5 billion in total assets, $1.1 billion in total liabilities, and $384.4 million in total stockholders' deficit. Going Concern Doubt Deloitte & Touche LLP, in Kansas City, Missouri, expressed substantial doubt about Novastar Financial Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's deficit in shareholders' equity, the disruption in the credit markets and related liquidity issues, the sale of its loan servicing operations and the decision to cease all of its mortgage lending operations. OIL SPOT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: The Oil Spot KC, L.L.C. d/b/a The Parking Plaza @ KCI 11500 NW Prairieview Road Kansas City, MO 64153 Tel.: (816) 464-3999 Bankruptcy Case No.: 08-50939 Chapter 11 Petition Date: December 8, 2008 Bankruptcy Court: United States Bankruptcy Court Western District of Missouri (St. Joseph) Bankruptcy Judge: Jerry W. Venters Debtor's Counsel: Nicholas J. Zluticky, Esq. Stinson Morrison Hecker 1201 Walnut, Ste. 2900 Kansas City, MO 64106 Tel.: (816) 691-3278 Fax : (816) 412-9388 Email: nzluticky@stinson.com and Norman E. Beal, Esq. Stinson Morrison Hecker LLP 2600 Grand Ave. Kansas City, MO 64108 Tel.: (816) 691-2721 Fax : (816) 474-4208 Email: nbeal@stinsonmoheck.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/mowb08-50939.pdf The petition was signed by Leo T. Glynn, Managing Member of the company. PAPPAS TELECASTING: Stations to Go to Fortress; No Other Bidders ---------------------------------------------------------------- Pappas Telecasting Inc. will sell its remaining 21 television stations to Fortress Credit Corp., administrative agent for secured lenders owed $330 million. Bloomberg's Bill Rochelle reports that Fortress submitted a $260 million credit bid for the television stations. Pursuant to its credit bid, $260 million of Fortress' secured claims will be waived in exchange for ownership of those assets. The Chapter 11 trustee scheduled an auction but no competing bids were received, Mr. Rochelle added. The Chapter 11 trustee will seek approval of the sale at a hearing on Dec. 22. Pappas previously sold four stations near Reno, Nevada for $4 million to Entravision Communications Corp. About Pappas Telecasting Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and its affiliates are broadcasting companies. Founded in 1971, their stations reach over 15% of all U.S. households and over 32% of Hispanic households. Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008 (Bankr. D. Del. Case No. 08-10915 through 08-10936). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the Debtors in their restructuring efforts. Administar Services Group LLC is the Debtors' notice and claims agent. The Debtors listed $100 million to $500 million in assets and debts when they filed for bankruptcy. Harry J. Pappas, the CEO and chairman of Pappas Telecasting and its debtor-affiliates, was the subject of a petition for Chapter 7 liquidation filed by creditors before the U.S. Bankruptcy Court for the District of Delaware. Mr. Pappas' wife Stella was also subject of the involuntary petition. The petitioning creditors are Fortress Credit Opportunites I LP, Fortress Credit Opportunites II LP, Ableco Finance LLC and Silver Oak Capital. John H. Knight, Esq., at Richards Layton & Finger, represents the Fortress Creditors. Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, represents Ableco and Silver Oak. PARK PLACE: Moody's Downgrades Ratings on Six Class Certificates ---------------------------------------------------------------- Moody's Investors Service has downgraded the rating of eight securities issued by Park Place Securities, Inc. The action is part of an ongoing review of Subprime RMBS transactions. Moody's Investors Service completed its review of the underlying rating on this certificate that is guaranteed by the financial guarantor identified below. The underlying rating reflects the intrinsic credit quality of the certificate in the absence of the guarantee. The current rating on the below certificate is consistent with Moody's practice of rating insured securities at the higher of the guarantor's insurance financial strength rating and the underlying rating based on Moody's modified approach to rating structured finance securities wrapped by financial guarantors. The ratings on the notes were assigned by evaluating factors determined to be applicable to the credit profile of the notes, such as i) the nature, sufficiency, and quality of historical performance information regarding the asset class as well as for the transaction sponsor, ii) an analysis of the collateral being securitized, iii) an analysis of the policies, procedures and alignment of interests of the key parties to the transaction, most notably the originator and the servicer, iv) an analysis of the transaction's allocation of collateral cashflow and capital structure, v) an analysis of the transaction's governance and legal structure, and (vi) a comparison of these attributes against those of other similar transactions. Moody's approach to analyzing more seasoned subprime pools i.e. prior to 2H 2005 takes into account the annualized loss rate from last 12 months and the projected loss rate over next 12 months, and then translates these measures into lifetime losses based on a deal's expected remaining life. Recent Losses are calculated by assessing cumulative losses incurred over the past 12-months as a percentage of the average pool factor in the last year. For Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%, 65% and 90% for loans that are delinquent 60-days, 90+ days, are in foreclosure, and REO respectively. Moody's then applies deal- specific severity assumptions, in this case 54%. The results of these two calculations - Recent Losses and Pipeline Losses - are weighted to arrive at the lifetime cumulative loss projection. Complete list of actions: Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-MHQ1 -- Cl. A-1 Certificate, Confirmed Aaa, previously on 7/21/2008 Aaa Placed under Review for Possible Downgrade -- Financial Guarantor: Assured Guaranty Corp (Currently: Aa2) -- Cl. M-3 Certificate, Downgraded to A2, previously on 11/23/2004 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to Baa1, previously on 11/23/2004 Assigned to A1 -- Cl. M-5 Certificate, Downgraded to Ba1, previously on 6/5/2008 Downgraded to Baa2 -- Cl. M-6 Certificate, Downgraded to Caa2, previously on 6/5/2008 Downgraded to Ba1 -- Cl. M-7 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to B1 -- Cl. M-8 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to B3 -- Cl. M-9 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to Ca -- Cl. M-10 Certificate, Downgraded to C, previously on 6/5/2008 Downgraded to Ca PATRIOT HOMES: Court Moves Final Order Termination Date to Jan. 9 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana issued its second amended final order dated Dec. 15, 2008, granting Patriot Homes, Inc., and its affiliates permission to (i) use the Cash Collateral securing their obligations to Wells Fargo Bank, National Association, and (ii) obtain financing from Wells Fargo, to pay wages, salaries, utilities, and other necessary operating expenses, in accordance with a budget covering the period Dec. 13, 2008, through Jan. 9, 2009. By no later than Jan. 9, 2009, the Debtors will have either (a) entered into a definitive written agreement for the sale of all or substantially all of the Debtors' assets which sale will (x) be heard and approved by the Court no later than Feb. 9, 2009, and (y) close no later than Feb. 23, 2009, or (b) effected the complete refinance or other full satisfaction of all Obligations through another lender or other source or the complete refinance or other full satisfaction of all Revolving Advance Obligations through a Replacement Lender upon such terms as are reasonably acceptable to the Lender. As reported in the Troubled Company Reporter on Nov. 28, 2008, the Bankruptcy Court amended its final order dated Oct. 16, 2008, granting the Debtors permission to (i) use Cash Collateral of Wells Fargo Bank, National Association, (ii) obtain financing from Wells Fargo, to pay wages, salaries, utilities, and other necessary operating expenses, in accordance with a budget covering the period Nov. 15, 2008, through Dec. 12, 2008. A full-text copy of the Second Amended Final Order, dated Dec. 15, 2008, is available for free at: http://researcharchives.com/t/s?3679 Headquartered in Middlebury, Indiana, Patriot Homes, Inc. -- http://www.patriothomes.com/-- makes modular houses. The Debtor and 7 of its debtor-affiliates filed separate motions for Chapter 11 relief on Sept. 28, 2008 (Lead Case No. 08-33347). Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy counsel. Rebecca Hoyt Fisher, Esq. at Laderer & Fischer, reresents the Official Committee of Unsecured Creditors as counsel. In its schedules, Patriot Homes, Inc. disclosed total assets of $1,715,900 and total debts of $17,918,377. PATRIOT HOMES: Obtains Interim Authority to Borrow $500,000 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana granted Patriot Homes, Inc., and its debtor-affiliates authority, on an interim basis, to obtain secured postpetition financing in the amount of at least $500,000 from Alan Spencer and Samuel Weidner. Repayment of the funds advanced will be subordinated to the payment of the Debtors' senior secured obligations to Wells Fargo. The DIP Facility will be repaid in full at the earlier of (a) three months from the date such DIP Facility is approved by the Court, (b) the substantial consummation of a plan of reorganization or liquidation and (c) the acceleration of the DIP Facility. Interest rate will accrue at 2% p.a. Default interest rate is 5% p.a. The DIP Facility will be secured by a perfected subordinated lien and security interest on all of the the Debtors' assets and property and entitled to a superpriority claim status, subject only to (i) the carve-outs agreed to by Wells Fargo in previous and future orders concerning Wells Fargo's cash collateral and (ii) subordinate to any administrative claims held by Wells Fargo or to which it may be entitled. The DIP Facility is subject to customary affirmative covenants and negative covenants. The Court set a final hearing on the request for Jan. 13, 2009. Headquartered in Middlebury, Indiana, Patriot Homes, Inc. -- http://www.patriothomes.com/-- makes modular houses. The Debtor and 7 of its debtor-affiliates filed separate motions for Chapter 11 relief on Sept. 28, 2008 (Lead Case No. 08-33347). Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy counsel. Rebecca Hoyt Fisher, Esq. at Laderer & Fischer, reresents the Official Committee of Unsecured Creditors as counsel. In its schedules, Patriot Homes, Inc. disclosed total assets of $1,715,900 and total debts of $17,918,377. PENN SPECIALTY: Files Chapter 7 Petition in Wilmington ------------------------------------------------------ Bankruptcy Data reports that privately held Penn Specialty Chemicals and PSC Memphis filed for Chapter 7 protection with the U.S. Bankruptcy Court for the District of Delaware, lead case number 08-123344. The company is represented by Donna L. Harris of Pinckney, Harris & Weidinger. In July 2008, PennAkem -- a fully owned subsidiary of Minakem Group -- acquired the company's chemical assets. In July 2002, the company, which develops and manufactures fine specialty chemicals, emerged from a 2001 Chapter 11 filing. As reported by the Troubled Company Reporter, Penn Specialty Chemicals filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in Wilmington, Delaware, on July 9, 2001. The filing came as a result of cash flow issues caused by the significant downturn in demand in the chemical and associated industries from Q3 2000 on, sharp natural gas cost increases in Q1 of 2001 and the continuing strong dollar. As reported by the TCR on July 29, 2002, the Court confirmed the Debtor's Third Amended Plan of Reorganization. Deborah E. Spivack, Esq., at Richards, Layton & Finger, in Wilmington, Delaware, represents the company in its restructuring. Penn Specialty is one of the world's largest suppliers of THF and PTMEG from its plant in Memphis, Tennessee. THF is a specialty solvent for many applications, including pharmaceutical, as well as the feedstock for PTMEG. PTMEG is a major component of many rapidly growing urethane products including spandex fibers. Penn Specialty is also the only significant global supplier of many specialty chemicals based on high purity furfural and furan, with its unique production capability at Memphis. PILGRIM'S PRIDE: Board Faces Suit on Alleged ERISA Violations ------------------------------------------------------------- Bankruptcy Law360 reports that a Pilgrim's Pride Corp. worker has filed a proposed class action alleging that the Debtors' board of directors and compensation committee have violated the Employee Retirement Income Security Act by mishandling pension plans. According to the report, the lawsuit was filed by Kenneth Patterson before the U.S. District Court for the Eastern District of Texas. The suit seeks to recover pension plan losses, according to the report. Separately, Bankruptcy Law360 reports that several gas and electric companies have objected to Pilgrim's Pride Corp.'s request to preclude utility companies from halting or altering services on account of the Debtors' bankruptcy filing. The utility companies, according to the report, seek more favorable terms from the Debtors. One of the objectors is the Southeast Alabama Gas District, which also disclosed its potential financial exposure to Pilgrim's Pride's bankruptcy. 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. (Pilgrim's Pride Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). PHOTOTRONIC INC: Posts $210 Million Net Loss for Fiscal 2008 ------------------------------------------------------------ Photronics Inc. reported $210.8 million in net loss, or $5.06 per share, for fiscal 2008 compared to $24.5 million in net income, or $0.56 per diluted share, in the prior fiscal year. The company said that the net loss for fiscal 2008 includes primarily goodwill and long-lived assets impairment charges of $199.5 million net of tax, or $4.79 per diluted share. On a non- GAAP basis, excluding the effect of the above-mentioned charges, the company's net loss for fiscal 2008 was $11.2 million, or $0.27 per share. Net income for fiscal 2007 included a net benefit of $7.9 million, or $0.16 per share, relating to the resolution and settlement of U.S. and foreign tax liabilities associated with uncertain tax positions in prior years. The company also reported sales for the quarter were $103.3 million, up 1.7% from $101.6 million in the fourth quarter of fiscal 2007. Semiconductor photomasks accounted for $77.5 million, or 75.0% of revenues during the fourth quarter of fiscal 2008, while sales of flat panel display (FPD) photomasks accounted for $25.8 million, or 25.0%, of revenues. Net income for the fourth quarter of fiscal 2008 amounted to $0.2 million, or $0.01 per diluted share, compared to net income in the fourth quarter of fiscal 2007 of $0.4 million, or $0.01 per diluted share. According to the company, sales for the 2008 fiscal year were $422.5 million, up slightly from the $421.5 million reported in fiscal 2007. Semiconductor photomasks accounted for $314.9 million, or 74.5% of revenues during fiscal 2008, while sales of FPD photomasks accounted for $107.6 million, or 25.5%. Year-over-year, semiconductor photomask revenues decreased 7.2%, while FPD photomask revenues increased 31.1%. Constantine S. Macricostas, Photronics' chairman and interim chief executive officer commented, "Our financial results for the fourth quarter reflect solid execution in the face of a difficult market environment. I was pleased that our strict cost control measures allowed Photronics to be profitable for the fourth quarter. For the full 2008 fiscal year, our FPD business performed well, offsetting softness in the integrated circuit mask market. Now that our credit facility is in place, our goal is to return to profitability on an annual basis and to strengthen our balance sheet. We remain committed to executing our cost reduction and growth strategy." A full-text copy of the company's condensed consolidated statements of operations is available for free at: http://ResearchArchives.com/t/s?3681 About Photronics Inc. Headquartered in Brookfield, Connecticut, Photronics Inc. -- http://www.photronics.com/-- is a manufacturer of photomasks, which are high precision quartz plates that contain microscopic images of electronic circuits. A key element in the manufacture of semiconductors and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product designs provided by customers at strategically located manufacturing facilities in Asia, Europe, and North America. In Europe, the company maintains operations in Dresden, Germany and Manchester, U.K. * * * According to the Troubled Company Reporter on Nov. 10, 2008, Standard & Poor's Ratings Services lowered its corporate credit on Brookfield, Conn.-based Photronics Inc. (PLAB) to 'B-' from 'BB-' and placed the ratings on CreditWatch with developing implications. PLASTECH ENGINEERED: Wins Confirmation of Chapter 11 Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan (Detroit) confirmed Plastech Engineered Products Inc.'s Chapter 11 Plan of Liquidation. Judge Phillip J. Shefferly held that Plastech and its affiliates satisfied the statutory requirements under Sections 1129(a) and (b) of the Bankruptcy Code necessary to confirm their 5th Amended Chapter 11 Plan of Liquidation: The Plan of Liquidation, originally filed in August 2008, provides for the orderly wind-down and liquidation of the Debtors' remaining assets, following the consummation of the sales of the Debtors' businesses and assets, and approval of the sale-related settlements. During their Chapter 11 cases, the Debtors completed the sale of their major businesses and certain assets: Completion Assets Consideration and Terms Date ------ ----------------------- ---- Interiors Biz. Waiver of $160MM 1st Lien Debt Debt 7/01/08 Assumption of Liabilities, receipt of $39MM Cash from Johnson Controls' JCIM, LLC, and Goldman Sachs Credit Partners, on behalf of First Lien Lenders for Plastech's interior and underhood business. Exteriors Biz. Waiver of $24.5MM 1st Lien Debt, 7/01/08 Assumption of Liabilities, receipt of cash equal to amount of inventory, from Decoma International of America and Goldman Sachs Credit Partners, for Exteriors business. Carpet Biz. $650,000 cash from BBI Enterprises 6/30/08 for Carpet Business. H&P/Stamping $1,700,000 cash, subject to inventory 7/18/08 adjustment, from JD Norman of Ohio Holdings, Inc., for Brooklyn, Ohio Facility. Ford Patents $40,000 cash from Ford Global 7/17/08 Technologies, LLC, for US Patent Nos. 7121604 and 7007995. Under the Plan, the proceeds from the Debtors' liquidation will be used to pay off claims. The Plan specifically provides that: -- the first lien secured lenders have received 70% recovery on their claims, pursuant to the sale transactions entered with the Debtors, under which they submitted a $160,000,000 credit bid for the interiors business and $24,670,000 credit bid for the exteriors business. -- secured tool vendors will receive 100 cents on the dollar. -- unsecured claim holders will recover 7%. -- holders of the company's existing stock will not recover anything under the Plan. Plastech filed for Chapter 11 in February 2008 after one of its key customers, Chrysler LLC, threatened to seize tooling and equipment from Plastech's plants, so that it could transfer business elsewhere. Plastech was able to stay Chrysler's actions and contemplated on filing a stand-alone plan of reorganization. Plastech eventually opted to liquidate after major constituencies favoured a sale of the Debtor's units. General Motors, Chrysler, LLC, Johnson Controls, Inc., and Ford Motor Company, which were Plastech's primary customers for auto- parts, granted Plastech $87 million of DIP financing, in addition to the financial support they granted to the Debtor prepetition under accommodation agreements. Full-text copies of the 5th Amended Plan and its black-lined version are available for free at: http://bankrupt.com/misc/Plastech_5thAmendedPlan.pdf http://bankrupt.com/misc/Plastech_5thAMnddPlan_Blackline.pdf A copy of the Confirmation Order is available for free at: http://bankrupt.com/misc/Plastech_ConfirmationORD.pdf The Court also approved Plastech's designation of Carroll Services LLC, with James Patrick Carroll as Managing Member, as the Liquidating Trustee. About Plastech Engineered Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is a full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. Joel D. Applebaum, Esq., at Clark Hill PLC, represents the Official Committee of Unsecured Creditors. The Debtors filed their Plan of Liquidation on August 11, 2008. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. (Plastech Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). QWEST COMMUNICATIONS: Fitch Affirms Issuer Default Rating to 'BB' ----------------------------------------------------------------- Fitch Ratings has affirmed Qwest Communications International, Inc.'s Issuer Default Rating at 'BB'. Additionally, Fitch has affirmed the IDRs of Qwest's wholly owned subsidiaries including Qwest Corporation as well as the specific issue ratings. The Rating Outlook for Qwest and its subsidiaries remains Stable. Approximately $14.1 billion of debt outstanding as of Sept. 30, 2008 is affected by Fitch's action. Overall the ratings assigned to Qwest and its subsidiaries incorporate the scope, scale and relatively consistent cash flow generated by QC's local exchange business, and the positive trends of Qwest's enterprise segment. Fitch's ratings also reflect Qwest's financial flexibility, solid liquidity position in relation to near term scheduled maturities and Fitch's expectation of continued, albeit pressured, generation of free cash flow. Fitch believes that Qwest's credit profile is strong within the current ratings category, however, its competitive position is weaker when compared to its regional bell operating company peer group. Qwest's business profile is more wire-line voice and consumer centric relative to its RBOC peer group. These businesses arguably are most exposed to competitive and technology threats. In Fitch's opinion Qwest lacks the revenue growth opportunities, particularly a strong facilities-based wireless business, that can offset competitive, economic and technology issues that continue to erode Qwest's land-line business. Qwest has sufficient capacity within the current ratings to withstand an expected weakening of its operating profile due to ongoing competition, technology substitution and economic factors. The underlying operating metrics that drive revenue growth within Qwest's largest business segment -- Mass Markets are degrading. From Fitch's perspective to maintain its competitive position and to offset the impact of access line losses, Qwest's fiber-to-the- node investment becomes increasingly important to the company. Qwest has committed approximately $300 million of capital during 2008 to the fiber-to-the-node initiative. The investment will provide the foundation to launch new competitive products and expand ARPU. As of the end of the third quarter Qwest's fiber-to- the-node build-out covers approximately 1.5 million homes (out of approximately 13 million homes within its service area) in 23 markets. Approximately two -- thirds of the 61,000 high speed data customers added by Qwest during the third quarter were fiber- to-the-node subscribers. Going forward, Fitch expects the company will gradually expand the scope of its fiber-to-the-node initiative as part of its disciplined capital spending. Balancing the operational concerns is Fitch's expectation that Qwest will continue to generate relatively stable amounts of free cash flow and that the company will utilize the free cash flow generation to retire scheduled debt maturities over the ratings horizon. Fitch expects that Qwest will generate approximately $1.0 billion (before one time items) of free cash flow (defined as cash from operating activities less capital expenditures and dividends) during 2008. Qwest's cash requirements in 2009 are straightforward: capital expenditures of $1.8 billion, approximately $560 million in dividends and $812 million of scheduled debt maturities. During 2009, Fitch anticipates that operational pressures will lead to lower free cash flow generation relative to 2008, however, the level of free cash flow is expected to be sufficient to satisfy scheduled maturities. Fitch believes that the company has a significant level of flexibility within its capital budget to manage free cash flow generation. From Fitch's viewpoint, it is key for the company to improve operational execution to maintain or expand operating margins, stabilize and grow revenues, and prudently manage capital expenditures to sustain a consistent level of free cash flow generation. In addition to anticipated levels of capital expenditures, dividends and scheduled maturities, cash requirements during 2010 may include between $130 million and $300 million of pension funding. Qwest's strategy to address the current state of the economy and credit markets is to materially reduce share repurchases and to retire all maturing debt with available internally available cash flow. Fitch currently expects that the $812 million of 2009 scheduled maturities and $903 million of 2010 scheduled maturities, including $500 million of QC maturities, will be retired. Fitch notes that the holders of Qwest's 3.5% convertible notes due 2025 have a put option exercisable on Nov. 15, 2010. The execution of the put option will increase the refinancing risk attributable to Qwest's credit profile. Qwest's management and board of directors are currently committed to the current dividend payout. As of the end of the third quarter, Qwest had approximately $193 million of remaining capacity under the board approved $2.0 billion share repurchase program. The board of directors extended the expiration date of the program, which was originally expected to be completed by the end of 2008. Indicative of management's current strategy, Qwest paid off approximately $390 million of debt that matured during November, including $320 million of QC debt. Importantly, Qwest management is also committed to maintaining QC's strong credit profile. Fitch does not expect Qwest to increase leverage at QC to fund investments, share repurchases or refinance debt issued at QCF or QCII. Qwest's leverage metric as of the latest twelve month period ended Sept. 30, 2008 was 3.1 times, reflecting steady improvement from 3.4x as of year-end 2006 and 3.8x as of year-end 2005. During the ratings horizon, Fitch anticipates that Qwest's credit profile will remain relatively consistent as the effects of competition, product substitution and the economic environment are largely offset by Qwest's commitment to utilize free cash flow generation to repay maturing debt. The Stable Rating Outlook reflects Fitch's expectation that the company's operating strategies, in particular the continued strengthening of Qwest's service bundle and investment in high speed data, will preserve operating margins and slow the rate of erosion of Qwest's Mass Market operating segment. Fitch has affirmed the IDRs and the individual issue ratings of Qwest and its subsidiaries: Qwest Communications International, Inc. -- Issuer Default Rating (IDR) affirmed at 'BB'; -- Senior secured credit facility affirmed at 'BBB-'; -- Senior unsecured notes (guaranteed by QSC) affirmed at 'BB+'; -- Senior convertible senior notes affirmed at 'BB'. Qwest Corporation -- IDR affirmed at 'BB'; -- Senior term loan affirmed at 'BBB-'; -- Senior unsecured notes affirmed at 'BBB-'. Qwest Services Corporation -- IDR affirmed at 'BB'. Qwest Capital Funding -- IDR affirmed at 'BB'; -- Senior unsecured notes affirmed at 'BB'. RAMP SERIES: Moody's Downgrades Ratings on 94 Tranches ------------------------------------------------------ Moody's Investors Service has downgraded the ratings of 94 tranches from 17 High-LTV RMBS transactions issued by RAMP. The collateral backing these transactions consists primarily of first- lien, fixed and adjustable-rate, residential mortgage loans. These actions are a result of updated loss expectations on the underlying collateral relative to available credit enhancement. Additionally some tranches with rating actions listed below are wrapped by a financial guarantor. The current rating on such certificates is consistent with Moody's practice of rating insured securities at the higher of the guarantor's insurance financial strength rating and the underlying rating based on Moody's modified approach to rating structured finance securities wrapped by financial guarantors. The ratings on the notes were assigned by evaluating factors determined to be applicable to the credit profile of the notes, such as i) the nature, sufficiency, and quality of historical performance information regarding the asset class as well as for the transaction sponsor, ii) an analysis of the collateral being securitized, iii) an analysis of the policies, procedures and alignment of interests of the key parties to the transaction, most notably the originator and the servicer, iv) an analysis of the transaction's allocation of collateral cashflow and capital structure, v) an analysis of the transaction's governance and legal structure, and (vi) a comparison of these attributes against those of other similar transactions. Moody's approach to analyzing more seasoned pools i.e. prior to the 2nd half of 2005 takes into account the annualized loss rate from last 12 months and the projected loss rate over next 12 months, and then translates these measures into lifetime losses based on a deal's expected remaining life. Recent Losses are calculated by assessing cumulative losses incurred over the past 12-months as a percentage of the average pool factor in the last year. For Pipeline Losses, Moody's uses an annualized roll rate of 15%, 30%, 65% and 90% for loans that are delinquent 60-days, 90+ days, are in foreclosure, and REO respectively. Moody's then applies deal-specific severity assumptions, in this case ranging from 40% to 88%. The results of these two calculations - Recent Losses and Pipeline Losses - are weighted to arrive at the lifetime cumulative loss projection. Complete rating actions are: Issuer: RAMP Series 2002-RZ2 Trust -- Cl. M-3 Certificate, Downgraded to Ca, previously on 10/19/2007 Downgraded to Caa1 Issuer: RAMP Series 2003-RZ2 Trust -- Cl. M-2 Certificate, Downgraded to A2, previously on 3/19/2007 Upgraded to Aa2 -- Cl. M-3 Certificate, Downgraded to Baa2, previously on 3/19/2007 Upgraded to A2 Issuer: RAMP Series 2003-RZ3 Trust -- Cl. M-2 Certificate, Downgraded to A1, previously on 3/19/2007 Upgraded to Aa2 Issuer: RAMP Series 2003-RZ4 Trust -- Cl. M-2 Certificate, Downgraded to Aa3, previously on 3/19/2007 Upgraded to Aa2 Issuer: RAMP Series 2003-RZ5 Trust -- M-1 Certificate, Downgraded to Aa3, previously on 3/19/2007 Upgraded to Aaa -- M-2 Certificate, Downgraded to Baa2, previously on 3/19/2007 Upgraded to Aa3 -- M-3 Certificate, Downgraded to B1, previously on 1/30/2004 Assigned to Baa1 Issuer: RAMP Series 2004-RZ1 Trust -- M-3 Certificate, Downgraded to Baa3, previously on 5/21/2004 Assigned to Baa1 -- M-4 Certificate, Downgraded to Ba2, previously on 5/14/2008 Downgraded to Ba1 -- M-5 Certificate, Downgraded to B1, previously on 5/14/2008 Downgraded to Ba2 Issuer: RAMP Series 2004-RZ2 Trust -- Cl. A-I-4 Certificate, Downgraded to Baa3, previously on 8/7/2008 Upgraded to Baa1 -- Cl. A-I-5 Certificate, Downgraded to Ba1, previously on 8/7/2008 Upgraded to Baa1 -- Cl. A-I-6 Certificate, Downgraded to Ba1, previously on 8/7/2008 Upgraded to Baa1 Issuer: RAMP Series 2004-RZ3 Trust -- Cl. M-II-4 Certificate, Downgraded to Ba3, previously on 10/26/2004 Assigned to Baa2 Issuer: RAMP Series 2005-RZ2 Trust -- Cl. M-5 Certificate, Downgraded to A3, previously on 8/24/2005 Assigned to A2 -- Cl. M-6 Certificate, Downgraded to Ba2, previously on 8/24/2005 Assigned to Baa1 -- Cl. M-7 Certificate, Downgraded to Caa3, previously on 8/24/2005 Assigned to Baa2 -- Cl. M-8 Certificate, Downgraded to C, previously on 8/24/2005 Assigned to Baa3 -- Cl. B-1 Certificate, Downgraded to C, previously on 8/24/2005 Assigned to Ba1 Issuer: RAMP Series 2005-RZ3 Trust -- Cl. M-5 Certificate, Downgraded to Baa2, previously on 10/17/2008 Downgraded to Baa1 -- Cl. M-6 Certificate, Downgraded to B1, previously on 10/17/2008 Downgraded to Ba2 -- Cl. M-7 Certificate, Downgraded to C, previously on 10/17/2008 Downgraded to Ca Issuer: RAMP Series 2005-RZ4 Trust -- Cl. M-3 Certificate, Downgraded to A1, previously on 12/16/2005 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to Ba1, previously on 12/16/2005 Assigned to A2 -- Cl. M-5 Certificate, Downgraded to B3, previously on 12/16/2005 Assigned to A3 -- Cl. M-6 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade -- Cl. B Certificate, Downgraded to C, previously on 2/20/2008 Ba1 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2006-RZ1 Trust -- Cl. M-4 Certificate, Downgraded to A2, previously on 2/20/2008 A1 Placed Under Review for Possible Downgrade -- Cl. M-5 Certificate, Downgraded to Baa3, previously on 2/20/2008 A2 Placed Under Review for Possible Downgrade -- Cl. M-6 Certificate, Downgraded to B2, previously on 2/20/2008 A3 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-9 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2006-RZ2 Trust -- Cl. A-2 Certificate, Downgraded to Aa2, previously on 5/26/2006 Assigned to Aaa -- Cl. A-3 Certificate, Downgraded to A1, previously on 5/26/2006 Assigned to Aaa -- Cl. M-1 Certificate, Downgraded to Baa3, previously on 5/26/2006 Assigned to Aa1 -- Cl. M-2 Certificate, Downgraded to Caa1, previously on 5/26/2006 Assigned to Aa2 -- Cl. M-3 Certificate, Downgraded to C, previously on 5/26/2006 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to C, previously on 2/20/2008 A1 Placed Under Review for Possible Downgrade -- Cl. M-5 Certificate, Downgraded to C, previously on 2/20/2008 A2 Placed Under Review for Possible Downgrade -- Cl. M-6 Certificate, Downgraded to C, previously on 2/20/2008 A3 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-9 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade -- Cl. M-10 Certificate, Downgraded to C, previously on 2/20/2008 Ba1 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2006-RZ3 Trust -- Cl. A-3 Certificate, Downgraded to Aa1, previously on 8/14/2006 Assigned to Aaa -- Cl. M-1 Certificate, Downgraded to Baa1, previously on 8/14/2006 Assigned to Aa1 -- Cl. M-2 Certificate, Downgraded to B1, previously on 8/14/2006 Assigned to Aa2 -- Cl. M-3 Certificate, Downgraded to Caa2, previously on 8/14/2006 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to C, previously on 2/20/2008 A1 Placed Under Review for Possible Downgrade -- Cl. M-5 Certificate, Downgraded to C, previously on 2/20/2008 A2 Placed Under Review for Possible Downgrade -- Cl. M-6 Certificate, Downgraded to C, previously on 2/20/2008 A3 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-9 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2006-RZ4 Trust -- Cl. A-2 Certificate, Downgraded to Aa2, previously on 10/4/2006 Assigned to Aaa -- Cl. A-3 Certificate, Downgraded to A1, previously on 10/4/2006 Assigned to Aaa -- Cl. M-1 Certificate, Downgraded to Baa2, previously on 10/4/2006 Assigned to Aa1 -- Cl. M-2 Certificate, Downgraded to B2, previously on 10/4/2006 Assigned to Aa2 -- Cl. M-3 Certificate, Downgraded to Caa2, previously on 2/20/2008 Aa3 Placed Under Review for Possible Downgrade -- Cl. M-4 Certificate, Downgraded to C, previously on 2/20/2008 A1 Placed Under Review for Possible Downgrade -- Cl. M-5 Certificate, Downgraded to C, previously on 2/20/2008 A2 Placed Under Review for Possible Downgrade -- Cl. M-6 Certificate, Downgraded to C, previously on 2/20/2008 A3 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-9 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2006-RZ5 Trust -- Cl. A-2 Certificate, Downgraded to Aa1, previously on 1/3/2007 Assigned to Aaa -- Cl. A-3 Certificate, Downgraded to Aa3, previously on 1/3/2007 Assigned to Aaa -- Cl. M-1 Certificate, Downgraded to Ba1, previously on 1/3/2007 Assigned to Aa1 -- Cl. M-2 Certificate, Downgraded to Caa2, previously on 1/3/2007 Assigned to Aa2 -- Cl. M-3 Certificate, Downgraded to C, previously on 2/20/2008 Aa3 Placed Under Review for Possible Downgrade -- Cl. M-4 Certificate, Downgraded to C, previously on 2/20/2008 A1 Placed Under Review for Possible Downgrade -- Cl. M-5 Certificate, Downgraded to C, previously on 2/20/2008 A2 Placed Under Review for Possible Downgrade -- Cl. M-6 Certificate, Downgraded to C, previously on 2/20/2008 A3 Placed Under Review for Possible Downgrade -- Cl. M-7 Certificate, Downgraded to C, previously on 2/20/2008 Baa1 Placed Under Review for Possible Downgrade -- Cl. M-8 Certificate, Downgraded to C, previously on 2/20/2008 Baa2 Placed Under Review for Possible Downgrade -- Cl. M-9 Certificate, Downgraded to C, previously on 2/20/2008 Baa3 Placed Under Review for Possible Downgrade Issuer: RAMP Series 2007-RZ1 Trust -- Cl. A-2 Certificate, Downgraded to Baa2, previously on 3/8/2007 Assigned to Aaa -- Cl. A-3 Certificate, Downgraded to Baa3, previously on 3/8/2007 Assigned to Aaa -- Cl. M-1S Certificate, Downgraded to B1, previously on 3/8/2007 Assigned to Aa1 -- Cl. M-2S Certificate, Downgraded to Caa2, previously on 3/8/2007 Assigned to Aa2 -- Cl. M-3S Certificate, Downgraded to C, previously on 3/8/2007 Assigned to Aa3 -- Cl. M-4 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to A1 -- Cl. M-5 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to A2 -- Cl. M-6 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to A3 -- Cl. M-7 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to A3 -- Cl. M-8 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to Baa1 -- Cl. M-9 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to Baa2 -- Cl. M-10 Certificate, Downgraded to C, previously on 3/8/2007 Assigned to Baa3 -- Cl. B Certificate, Downgraded to C, previously on 3/8/2007 Assigned to Ba2 RARE RESTAURANT: Moody's Downgrades Corp. Family Rating to 'Caa2' ----------------------------------------------------------------- Moody's Investors Service downgraded Rare Restaurant Group LLC's corporate family rating to Caa2 from Caa1. The outlook was revised to negative from stable. The company's senior secured notes were also lowered to Caa2 (LGD-3, 45%) from Caa1 (LGD-3, 46%). The downgrade reflects Rare's deteriorating credit metrics stemming from accelerating, negative same store sales driven by declining customer traffic as business and consumers continue to rationalize discretionary spend. In Moody's view, this trend is likely to intensify over the next fiscal year for white-table cloth high end restaurant operators, such as Rare. Further, the ratings incorporate Rare's increasingly vulnerability revenue base which is highly concentrated in areas that are experiencing macroeconomic softness including. Moody's comments that these factors, in the absence of near-term revenues from unit expansions, could significantly impair the company's operating margins and debt protection metrics due to cost structure deleveraging associated with lower sales volumes. As of September 24, 2008, Rare's Debt/EBITDA exceeded 8.0x and EBITA/Interest was less than 1.0x. (incorporating Moody's analytic adjustments) The company's Caa2 corporate family rating reflects the company's very modest scale, limited conceptual scope, high geographic concentration risk, and weak credit metrics. The rating, while considering Rare's likely focus on cash flow perseveration in the near term, also factors the company's inability to execute its expansion strategy as initially constructed while its existing revenue base is challenged by negative macroeconomic trends. The rating also recognizes the company's reasonable operating margins and sizeable average unit volumes. Also partially mitigating concerns, is Moody's expectation of adequate liquidity over the next four quarters, mainly supported by the company's $10 million revolving credit facility (not rated by Moody's) that could supplement potential cash shortfalls from weakening cash flow generation. The negative outlook captures Rare's comparably weak SSS, the potential for further margin deterioration due to the company's high operating leverage and concern on the pace of the deterioration given its very modest unit base and geographic concentration. These ratings are affected: * Corporate Family Rating -- downgraded to Caa2 from Caa1 * $100 million senior secured notes -- downgraded to Caa2 (LGD- 3, 45%) from Caa1 (LGD-3, 46%) The ratings outlook is negative. The last rating action on Rare was on April 27, 2007, when Moody's assigned the company's Caa1 corporate family rating with a stable outlook. Rare Restaurant Group, LLC owns and operates seven premium fine dining steakhouse and seafood restaurants under the Mastro's Steakhouse and Mastro's Ocean Club Fish House brand. For the trailing twelve months ended September 24, 2008, the company reported net sales of approximately $77 million. REGAL ENTERTAINMENT: Board Authorizes Share Repurchase Program -------------------------------------------------------------- The board of directors of Regal Entertainment Group authorized a share repurchase program pursuant to which the company may repurchase up to $40 million of the company's outstanding shares of Class A common stock. The repurchases are to be made from time to time in the open market or directly from stockholders other than company insiders at prevailing market or negotiated prices based upon market conditions and other factors. Headquartered in Knoxville, Tennessee, Regal Entertainment Group (NYSE: RGC) -- http://www.REGmovies.com/-- operates a geographically diverse theatre circuit in the United States, consisting of 6,776 screens in 551 locations in 39 states and the District of Columbia. At Sept. 25, 2008, the company's balance sheet showed total assets of $2.5 billion and total liabilities of $2.7 billion resulting in a stockholders' deficit of about $223.9 million. For quarter ended Sept. 25, 2008, the company reported net income of $31.6 million compared with net income of $58.0 million for the same period in the previous year. For three quarters ended Sept. 25, 2008, the company reported net income of $42.4 million compared with net income of $339.8 million for the same period in the previous year. * * * As reported in the Troubled Company Reporter on Nov. 21, 2008, Standard & Poor's Ratings Services placed its ratings on Regal Entertainment Group, including the 'BB-' corporate credit rating, on CreditWatch with negative implications. S&P analyzes parent holding company Regal Entertainment Group and its subsidiary, Regal Cinemas Corp., on a consolidated basis. REMEDIATION FINANCIAL: Disclosure Statement Hearing on Jan. 19 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona continued the hearing on the amended disclosure statement explaining the chapter 11 plan of Remediation Financial, Inc., RFI Realty, Inc. Santa Clarita, L.L.C., and Bermite Recovery, L.L.C. to Jan. 20, 2009. The hearing was initially scheduled for Nov. 19, 2008. The Court also extended the deadline for the Debtors to circulate a redline of their amended Disclosure Statement from Nov. 4, 2008, through Jan. 6, 2009, and the deadline for filing statements of remaining unresolved objections from Nov. 14, 2008, to Jan. 16, 2009. The Debtors have told the Court that there are certain open issues which continue to affect the anticipated amendment of the Plan and Disclosure Statement. On Aug. 12, 2008, the Court approved a release of all claims related to the now-terminated July 6, 2006 Purchase and Sale Agreement of nearly 1,000 acres of land in Santa Clarita, California, between the Debtors and SunCal Santa Clarita, LLC. The sale of the Debtors' property under the PSA was included in Debtors' plan, and Debtors are now meeting with interested parties to explore a new sale. About Remediation Financial Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a real estate developer. Remediation Financial and Santa Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004 (Bankr. D. Ariz. Case No. 04-11910). RFI Realty Inc. filed on June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite Recovery LLC filed on Sept. 30, 2004 (Bankr. D. Ariz. Case No. 04-17294). The cases are jointly administered under RFI Realty Inc. Alan A. Meda, Esq., Alisa C. Lacey, Esq., Christopher Graver, Esq., and Christopher C. Simpson, Esq., at Stinson Morrison Hecker LLP; Brenda K. Martin, Esq., and Warren J. Stapleton, Esq., at Osborn Maledon, PA; and Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, represent the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtors filed for protection from their creditors, they listed estimated assets of more than $100 million and estimated debts of $10 million to $50 million. RIVERTON APARTMENTS: S&P Cuts Rating on Class L of Notes to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 12 classes from CBRE Realty Finance CDO 2007-1 Ltd. (CBRE 2007-1) following S&P's revaluation of the Riverton Apartments. S&P removed the ratings on all 12 classes from CreditWatch with negative implications. Concurrently, S&P affirmed its 'AAA' ratings on classes A-1 and A-1R from this transaction. The downgrades follow S&P's analysis of CBRE 2007-1, which incorporated S&P's revaluation of the Riverton Apartments. Mezzanine debt totaling $25 million is secured by the equity interests in the borrower in the Riverton Apartments loan. The mezzanine debt represents 3% of the collateral for CBRE 2007-1. Standard & Poor's expects a significant loss upon the resolution of the mezzanine debt. The rating actions also follow S&P's discussions with the collateral manager, CBRE Realty Finance Management LLC; it is S&P's understanding that the asset will be resolved within this actively managed commercial real estate collateralized debt obligation transaction. Riverton Apartments is a 1,230-unit apartment complex in Harlem, N.Y., encumbered by a $225 million whole loan, which is the sixth- largest loan (3%) in the CD 2007-CD4 transaction. The aforementioned mezzanine debt held in CBRE 2007-1 is subordinate to the whole loan and was first reported as an impaired asset in the trustee report for CBRE 2007-1 dated Oct. 31, 2008. Standard & Poor's valuation of Riverton Apartments has declined 52% since issuance. Given i valuation, S&P believes the ultimate resolution of the Riverton Apartments mezzanine debt could result in a 100% loss. According to the most recent trustee report, dated Nov. 28, 2008, CBRE 2007-1 is collateralized by these assets: -- Thirty-six commercial real estate loans ($763 million, 78.5%), which include whole loans, subordinate B notes, and mezzanine loans; -- Thirty-eight classes ($198 million, 20%) of commercial mortgage-backed securities from 26 distinct transactions issued between 2000 and 2007; and -- Five classes ($13 million, 1.5%) from three CRE CDO transactions. In addition to the Riverton Apartments mezzanine debt, the NSA Financial Center ($12 million, 1%) is also reported as an impaired asset. The whole-loan interest is secured by a 133,647-sq.-ft. office building in Schaumburg, Illinois, built in 1986. The borrower for the class B office building was attempting to increase occupancy before refinancing the loan; the property was approximately 62% occupied at origination. The asset was first reported as impaired in the trustee report dated Feb. 29, 2008. Ratings Lowered and Removed from Creditwatch Negative CBRE Realty Finance CDO 2007-1 Ltd. Commercial real estate CDO Ratings ------- Class To From ----- -- ---- A-2 AA+ AAA/Watch Neg A-2R AA+ AAA/Watch Neg B AA- AA/Watch Neg C A- A+/Watch Neg D BBB+ A/Watch Neg E BBB A-/Watch Neg F BBB- BBB+/Watch Neg G BB+ BBB/Watch Neg H BB BBB-/Watch Neg J B+ BB+/Watch Neg K B BB/Watch Neg L B- BB-/Watch Neg Ratings Affirmed CBRE Realty Finance CDO 2007-1 Ltd. Commercial real estate CDO Class Rating ----- ------ A-1 AAA A-1R AAA SOURCE INTERLINK: S&P Downgrades Corporate Credit Rating to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Source Interlink Cos. Inc. and placed them on CreditWatch with negative implications. The corporate credit rating was lowered to 'B-' from 'B'. Total debt at the company was $1.41 billion as of Oct. 31, 2008. In addition, S&P revised the recovery rating on Source Interlink's $880 million term loan B due 2014 to '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of a payment default, from '2'. The issue-level rating on this debt was lowered to 'B-' (at the same level as the corporate credit rating) from 'B+'. "The lowering of the corporate credit rating reflects the recession's effect on the company's operating performance, its rising debt leverage, and S&P's concern that ongoing pressures will narrow its margin of covenant compliance," said Standard & Poor's credit analyst Hal Diamond. Source Interlink is a leading publisher of auto-related magazines and a distributor of DVDs, CDs, and magazines. S&P is concerned that secular and cyclical trends affecting these businesses, together with tightening loan covenants, may become insurmountable. SPECTRUM BRANDS: NYSE Suspends Common Stock Trading Today --------------------------------------------------------- NYSE Regulation, Inc. has determined that the common stock of Spectrum Brands, Inc. must be suspended from trading on the New York Stock Exchange prior to market opening on Dec. 22, 2008. NYSE Regulation noted that the decision to suspend the company's common stock was reached in view of the fact that the company has fallen below the NYSE's continued listing standard regarding average global market capitalization over a consecutive 30 trading day period of not less than $25 million, the minimum threshold for listing on the NYSE. Application to the Securities and Exchange Commission to delist the company's common stock is pending the completion of the NYSE's applicable procedures. On Nov. 20, 2008, Spectrum Brands received written notice from the New York Stock Exchange, Inc. As of Nov. 19, 2008, the company's 30 trading-day average closing price of its common stock was $0.95. The company is quoted on the Pink Sheet Electronic Quotation Service, and the company may also pursue quotation on other stock quotation systems. However there can be no assurances that a broker-dealer will make a market in its common stock. This transition to the over-the counter markets does not change the company's SEC reporting requirements. Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE: SPC) -- http://www.spectrumbrands.com/-- is a supplier of consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products and portable lighting. At Sept. 30, 2008, selected balance sheet data showed total assets of $2.2 billion, total liabilities of $3.2 billion and shareholders' deficit of $1.0 billion. Cash and cash equivalents at Sept. 30, 2008, was $104.8 million. The company reported net loss of $931.5 million for year ended Sept. 30, 2008, compared with net loss of $596.7 million for the same period in the previous year. * * * As reported in the Troubled Company Reporter on Nov. 14, 2008, There is no rating implication to statement that Spectrum Brands will exit its fertilizer operations. Fitch Ratings rated Spectrum Brands, Inc.: (i) issuer default rating 'CCC'; (ii) $1 billion term loan B 'B/RR1'; (iii) $225 million ABL 'B/RR1'; (iv) EUR350 million term loan 'B/RR1'; (v) $700 million 7.4% senior sub note, 'CCC-/RR5'; (vi) $2.9 million 8.5% senior sub note, 'CCC-/RR5'; (vii) $347 million 11.25% variable rate toggle senior sub note, 'CCC-/RR5'. The rating outlook is negative. STARWOOD HOTELS: Moody's Affirms 'Ba2' Preferred Debt Shelf Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Starwood Hotels & Resorts Worldwide, Inc.'s Baa3 senior unsecured rating and changed the rating outlook to negative from stable. The change in outlook reflects accelerating declines in revenue per available room and limited demand visibility caused by macro-economic stress. The ratings could be lowered if RevPAR declines accelerate more than anticipated or if it appears unlikely that the company can securitize timeshare receivables or reduce absolute debt levels through other means to offset the expected decline in earnings. The rating affirmation reflects a reasonable chance that Starwood can reduce debt to counter lower earnings by lowering capital and investment spending to some degree, securitizing some timeshare receivables, or selling assets. Ratings affirmed: -- Senior unsecured bonds at Baa3 -- Senior unsecured shelf at (P)Baa3 -- Senior subordinated shelf at (P)Ba1 -- Preferred debt shelf at (P)Ba2 Moody's last action on Starwood took place on May 19, 2008, when Moody's assigned a Baa3 rating to the company's $400 million ten year senior unsecured bonds. Starwood Hotels & Resorts Worldwide Inc., headquartered in White Plains, New York, is a leading hotel company with approximately 900 properties in more than 100 countries. SUSSER HOLDINGS: Moody's Affirms 'B1' CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed Susser Holdings, LLC ratings, including its corporate family rating of B1 and its speculative grade liquidity rating of SGL-2. The rating outlook remains stable. In addition, Moody's assigned a B3 to the $30 million add-on senior unsecured notes Susser issued under its existing indenture in June 2008. The affirmation reflects Susser's solid operating performance through the third quarter. In addition, the affirmation reflects Moody's expectations that the company's operating performance will remain steady despite the current negative economic environment. Susser's B1 corporate family rating is constrained by its moderately weak credit metrics and its aggressive financial policy that favors leverage. The rating also reflects its regional concentration as well as its moderate scale. Supporting the rating is Moody's opinion that the demand for motor fuel and convenience items will remain relatively unchanged during the current negative economic environment. Given this, Moody's expects Susser's earnings to remain fairly steady over the intermediate term. The rating is also supported by Susser's moderate seasonality of cash flow, its significant portfolio of owned real estate, and its good liquidity. The stable rating outlook reflects Moody's expectation that the company's credit metrics will moderately improve over the next twelve to eighteen months and that it will maintain good liquidity. The company has good liquidity as provided by its internal sources of cash and its $120 million asset based revolving credit facility. Moody's anticipates that Susser's free cash flow will be break even over the next four quarters, as all of the company's operating cash flow will be used for capital expenditures. However, the company has historically generated a significant amount of cash from sale and leaseback of real estate. Given the current state of both the credit and real estate markets, Moody's anticipates they will not be able to execute the same amount of sale leasebacks in 2009. However, any executed sale lease back will strengthen the company's cash flow generation. Moody's expects the $120 million asset based revolving credit facility to only be used to cover temporary cash flow timing differences. The asset based revolving credit facility and term loan contain two financial covenants, maximum senior secured leverage and minimum fixed charge coverage. Susser is expected to comfortably comply with its bank loan financial covenants. Moody's believes that the fair market value of the company's real estate portfolio exceeds the current debt balance, and notes that a portion of the real estate remains unencumbered. These ratings are affirmed: -- Corporate family rating at B1; -- Probability of default rating at B1; -- Senior unsecured notes rating at B3 (LGD5, 79%); -- Speculative grade liquidity rating at SGL-2. This rating is assigned: -- $30 million add-on to10 5/8 %senior unsecured notes at B3 (LGD5, 79%). The last rating action on Susser was on October 29, 2007 when the company's corporate family rating was confirmed at B1 and its $150 million add-on to its 10 5/8% senior unsecured notes were rated B3 following its acquisition of Town & Country. Susser Holdings LLC, headquartered in Corpus Christi, Texas, operates 511 convenience stores in Texas, Oklahoma, and New Mexico under the Stripes and Town & Country nameplates. The company is also the largest wholesale motor fuel distributor in Texas supplying 377 independent retailers. Revenue for the twelve months ending September 28, 2008 were about $4.3 billion. THOMPSON CREEK: S&P Raises Corporate Credit Rating to 'B+' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on Denver, Colorado-based Thompson Creek Metals Co., including the long-term corporate credit rating two notches to 'B+' from 'B-'. At the same time S&P removed the ratings from CreditWatch with positive implications, where they were placed May 15, 2008. The outlook is stable. S&P also raised the rating on the company's revolving credit facility to 'BB' from 'B+' (two notches above the corporate credit rating on the company). The recovery rating on this debt is unchanged at '1' reflecting very high (90%-100%) recovery in a default scenario. "The upgrade reflects our opinion of Thompson Creek's improved financial risk profile following the elimination of substantially all of its debt outstanding and the revision of its capital spending plans for 2009," said Standard & Poor's credit analyst Donald Marleau. The ratings on Thompson Creek reflect the company's limited operating diversity, volatile molybdenum prices, and the capital- intensive nature of its operations. Partially offsetting these factors are what S&P view as the company's moderate financial risk profile and good liquidity position. Thompson Creek produces molybdenum, which is used primarily in the production of steel and stainless steel alloy. A key constraint on the rating is the company's limited diversity as a single commodity producer operating two mines. Partially offsetting the company's weak diversity and volatile profitability is what S&P views as its improved financial risk profile. Thompson Creek used the proceeds from a US$218 million equity issuance to pay back its remaining first-lien term loan and is now essentially debt free. Strong molybdenum prices in the past year have allowed the company to display very strong operating results in S&P's opinion. The stable outlook reflects S&P's expectation that, while profitability and cash flow generation will likely decline significantly in 2009 due to sharply lower molybdenum prices, a reduction in capital expenditures should allow Thompson Creek to maintain what S&P view as a solid liquidity position. S&P could revise the outlook to negative or lower the rating if weaker-than- expected molybdenum prices or a significant operating disruption caused liquidity to decline to below US$50 million, which S&P believes could sustain the company for several years under a severe stress. While unlikely in the near term, S&P could revise the outlook to positive or raise the rating if the company improves its operating diversity without compromising its financial risk profile. THORNBURG MORTGAGE: Amended Override Pact Allow Interest Payment ---------------------------------------------------------------- Thornburg Mortgage, Inc., and the counterparties to the company's Override Agreement have satisfactorily resolved the interpretation of the Override Agreement and have entered into an Amended and Restated Override Agreement effective Dec. 12, 2008. The Amended Override Agreement allows for the release of funds in order for the company to make the interest payment on its 8% Senior Notes that was due on Nov. 15, 2008, within the 30-day grace period under the indenture. The company made the payment on Dec. 12, 2008. In the Amended Override Agreement, the Counterparties agreed that during the override period, which expires on March 16, 2009, they will not invoke any margin calls against the company under any financing agreement to which they are a party. In the Amended Override Agreement, the company agreed to pay to the Counterparties the remaining $110.0 million out of the Liquidity Reserve Fund except for $41.2 million that will remain in the Liquidity Reserve Fund, which the company can utilize to make the foregoing Senior Notes interest payment and for forecasted operating expenses and debt service payments through March 2009. The company has also agreed to pay to the Counterparties all of the principal and interest collected on the underlying collateral subject to the Override Agreement to further reduce the outstanding financed balance on an accelerated basis. The company will release all claims for prior period unremitted funds and allow the Counterparties to retain those funds to also reduce the loan amounts. Finally, in connection with the company's obligation to issue additional warrants to the Counterparties after the preferred stock tender offer equal to at least 4.04% of the company's outstanding shares on a fully diluted basis, as set forth in the original Override Agreement, as amended, the company agreed to fix the number of warrants to purchase common stock at 14,176,464 shares of common stock and to issue such warrants to the Counterparties no later than Dec. 19, 2008, at an exercise price of $0.01 per share. The reverse repurchase agreement counterparties and their affiliates who entered the override agreement with Thornburg Mortgage include J.P Morgan Chase Funding Inc. f.k.a. Bear Stearns Investment Products Inc., Citigroup Global Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse International, Greenwich Capital Markets, Inc., Greenwich Capital Derivatives, Inc., The Royal Bank of Scotland PLC, and UBS AG. Commenting on the significance of coming to this settlement, Larry Goldstone, president and chief executive officer of Thornburg Mortgage, Inc., said, "With the successful resolution of this agreement and a continued reprieve from margin calls, we will now be able to focus our complete attention on finding alternative financing solutions for our existing mortgage backed securities portfolio and on our loan origination business." A full-text copy of the amended and restated override agreement is available for free at http://ResearchArchives.com/t/s?3680 About Thornburg Mortgage Inc. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. It originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. As reported by the Troubled Company Reporter on Nov. 20, 2008, Thornburg has not paid the interest payment due on Nov. 15, 2008, on its 8% Senior Notes, because it currently does not have available funds to do so. The company is in active negotiations with the counterparties to the Override Agreement and expects to pay the $12.2 million interest payment once an amended and restated agreement has been reached with the counterparties to the Override Agreement and within the 30-day grace period under the indenture. * * * As reported on the Troubled Company Reporter on Dec. 18, 2008, Standard & Poor's Ratings Services raised its counterparty credit rating on Thornburg Mortgage Inc. to 'CC' from 'D'. "At the same time, we also raised our rating on Thornburg's senior notes to 'CC' from 'D'. The outlook is negative," S&P said. THORNBURG MORTGAGE: S&P Raises Counterparty Credit Rating to 'CC' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its counterparty credit rating on Thornburg Mortgage Inc. to 'CC' from 'D'. At the same time, S&P also raised its rating on Thornburg's senior notes to 'CC' from 'D'. The outlook is negative. This rating change follows Thornburg's announcement that, as of Dec. 12, 2008, it had paid the missed interest payment on its 8% senior notes that was due on Nov. 15, 2008. Since that due date, the company has successfully tendered its preferred shares, allowing for a reduction of funding costs on its senior subordinated notes to 12% from 18%. "Thornburg has also completed negotiations with its override agreement counterparties by agreeing to pay them $72 million from the company's liquidity reserve fund. This amended agreement frees Thornburg from any additional margin calls from its counterparties, which should help the company's liquidity for the time being," said Standard & Poor's credit analyst Adom Rosengarten. Nevertheless, the company continues to face challenges going forward. "Despite the reduced coupon on its senior subordinated notes, Thornburg's funding costs remain extremely high. Funding markets remain strained, and future funding could be difficult to secure. This is could become especially significant as the override agreement's expiration date draws near, and Thornburg must either pay down the remaining repo funding, extend its agreement, or find alternate sources of funding," Mr. Rosengarten added. TRIBUNE CO: Newspaper Guild-CWA Named as Committee Member --------------------------------------------------------- The Washington-Baltimore Newspaper Guild-CWA, which represents employees at the Baltimore Sun, has been named as one of nine members of the creditors' committee in the bankruptcy filing by Tribune Co. The relatively unusual inclusion of a union on a creditors' committee follows the Guild's success last week in securing Tribune's commitment to pay promised severance and health care benefits to employees who recently accepted a company buy-out. The payments were threatened by Tribune's filing for Chapter 11 bankruptcy in Wilmington, Delaware, just slightly more than one year after the company was taken private in a complex transaction that saddled it with nearly $13 billion in debt. "We're extremely happy that we'll now be in a position to watch out for our members' best interests," said Cet Parks, the Guild's executive officer. "And we're appreciative that Tribune will honor its commitments to the several dozen employees who accepted severance packages after years of dedicated service to the Sun." Added Bernie Lunzer, president of The Newspaper Guild-CWA: "Our ability to get a seat on the committee ensures that the voice of Tribune Company's workers will get heard in the proceedings." Other members of the creditors' committee include major banks and suppliers, including JPMorgan Chase Bank, Merrill Lynch Capital Corp., Deutsche Bank Trust, Warner Bros. Television, Vertis and the Pension Benefit Guaranty Corp. At a meeting Dec. 18 following the naming of committee members, the group interviewed several law firms, selecting Chadbourne & Parke as counsel to the committee. Robert Paul, of Zwerdling, Paul, Kahn & Wolly, is the Guild's representative on the committee. The creditors' committee also chose representatives of JPMorgan and Warner Bros. TV as committee co-chairs, and was meeting today to interview investment advisers. It also will draft a set of by- laws to govern its activities as it prepares for the next court hearing, scheduled for Jan. 5, 2008. Approximately 60 Guild members have taken buyouts at the Sun over the past year. Another 300 Guild members continue to work at the newspaper, which is the only one of Tribune's daily newspapers to have a unionized newsroom. An additional 1,000 or so employees in other parts of Tribune operations are represented by the Teamsters. About Tribune Company Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. TRW AUTMOTIVE: Fitch Downgrades Issuer Default Rating to 'BB-' -------------------------------------------------------------- Fitch Ratings has downgraded TRW's ratings: TRW Automotive Holdings Corp. -- Issuer Default Rating to 'BB-' from 'BB'. TRW Automotive Inc. -- IDR downgraded to 'BB-' from 'BB'; -- Senior secured revolving credit facility to 'BB' from 'BB+'; -- Senior secured term loan A facility to 'BB' from 'BB+'; -- Senior secured term loan B facility to 'BB' from 'BB+'; -- Senior unsecured notes to 'B+' from 'BB-'. All remain on Rating Watch Negative (where they were originally placed on Dec. 11, 2008). Fitch's rating actions affect approximately $3.2 billion in outstanding debt. The downgrades are prompted by ongoing weakness in the automotive industry, particularly the significant decline in Europe, which is exhibiting a sharper drop than Fitch previously expected. Europe accounted for 57% of TRW's sales in 2007. Fitch expects global automotive market weakness to continue through 2009. U.S. automotive sales are expected to decline 10.7% to 11.6 million units and Western European production is forecasted to be down 12%-15%. First-quarter 2009 (1Q09) should be the quarter with the steepest decline in sales. The weak auto market could also pressure TRW's cash flow, and margins are being affected, as evidenced by the 1.8% margins in the third quarter versus 4.5% in the year earlier period based on reported segment data. TRW has been working to restructure its operations and adjust to the cuts in auto production, partially offsetting the negative impact of declining production rates. Although the company has weathered the U.S. decline to date, the steep production cuts in the U.S. and Europe in the current quarter and in 1Q09 should outpace the restructuring benefits to the cost structure. The company also benefits from the refinancing actions it took in 2007, which lowered the company's interest costs and extended debt maturities. Additionally, Fitch believes TRW has the ability to decrease capital expenditures in 2009, which may be necessary if cash flows are constrained. Reduced capital expenditures are likely to be offset by cash restructuring costs. Furthermore, Fitch does forecast modest negative free cash flow in 2009 under the current auto production assumptions. Factors supporting the ratings include TRW's relatively diverse customer base, global manufacturing presence, the company's technology-driven products and liquidity position. The ratings remain on Rating Watch Negative as discussed in the Dec. 11, 2008 Fitch commentary entitled 'Fitch Places Seven U.S. Auto Suppliers on Rating Watch Negative.' As discussed in the aforementioned commentary, the Rating Watch Negative is based on the impact of a potential bankruptcy filing by General Motors (and Fitch's view that this would be followed by a bankruptcy at Ford). Given its smaller profile, it is unlikely that a bankruptcy filing by Chrysler would have the same impact. Industry bankruptcies could result from either the failure of the Detroit Three to receive government financial support, or their failure to develop viable restructuring plans prior to the expiration of any support programs. In the event of a General Motors bankruptcy, Fitch believes that the resulting contraction in auto production, the supply chain, trade credit and capital access would cause widespread shutdowns and bankruptcies throughout the supply chain. Fitch notes that even if the OEMs avoid bankruptcy, major restructurings of their operations will occur, causing material changes in the operations of their Tier I suppliers. In the event of a GM bankruptcy, Fitch's prospective IDR for TRW could be 'B-'. TRW's liquidity was ample at the end of 3Q08, totaling nearly $1.7 billion. This liquidity consisted of $511 million of cash, $830 million of availability under the company's revolving credit facility, and $330 million under several receivables securitization facilities. Fitch also notes that 3Q is a seasonally low period for cash due to working capital uses. TRW has no near-term debt maturities and the revolver extends through 2012. Fitch calculates leverage (total debt to operating EBITDA) for the latest 12 months ended Sept. 26, 2008, to be 2.6 times, which is considered solid for the current rating, although this metric will likely deteriorate in 2009 due to falling production rates. Fitch notes that if industry conditions worsen through 2009, the company could pressure its leverage covenants. The secured credit facility requires that the leverage ratio be no more than 3.75x as of 4Q08 until 3Q09; from 4Q09 and beyond it may be no greater than 3.5x. Fitch expects lenders would be willing to work with the company to provide covenant relief given TRW's position as a global auto supplier with a diverse customer mix and product offering. TRUE SPIRITS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: True Spirits, LLC d/b/a Cahill Winery 4950 Ross Rd. Sebastopol, CA 95472 Bankruptcy Case No.: 08-12710 Chapter 11 Petition Date: December 17, 2008 Bankruptcy Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Debtor's Counsel: David N. Chandler, Esq. Law Offices of David N. Chandler 1747 4th St. Santa Rosa, CA 95404 Tel.: (707) 528-4331 Email: DChandler1747@yahoo.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb08-12710.pdf The petition was signed by Don Payne, Member of the company. TYSON FOODS: Moody's Affirms Corporate Family Rating at 'Ba3' ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Tyson Foods, Inc., including its corporate family at Ba3, its probability of default ratings at Ba3, and its speculative grade liquidity rating of SGL-4. These rating actions incorporate the recent amendment to Tyson's revolving credit agreement which provides covenant relief over the next several quarters and greater collateral for certain debt instruments. The rating outlook remains negative. Ratings affirmed, certain LGD ratings and percentages adjusted: Tyson Foods, Inc. * Corporate family rating at Ba3 * Probability of default rating at Ba3 * $1 billion senior secured bank revolving credit agreement, guaranteed by material operating subsidiaries, at Ba2; to LGD2/ 27% from LGD3/31% * $960 million senior unsecured notes due 2016, guaranteed by Tyson Fresh Meats, Inc., at Ba3 (LGD4,54%) * Senior unsecured unguaranteed debt at B2 (LGD5,85%) * Senior unsecured unguaranteed shelf at (P)B2 (LGD5,85%) * Senior secured industrial revenue bonds, guaranteed by Tyson Foods, Inc., at Ba2; to LGD2/27% from LGD3/31% * Speculative grade liquidity rating at SGL-4 Tyson Fresh Meats, Inc. * Senior debt, guaranteed by Tyson Foods, Inc., at Ba2 (LGD3); LGD % to 38% from 31% This most recent amendment, the second in three months, loosens the leverage and interest coverage covenants in the company's $1 billion revolving credit agreement through the third quarter of fiscal 2009 (i.e., June 2009). As part of the amendment, Tyson pledged material domestic assets to the revolving credit banks. (The September amendment had required only the pledge of certain assets, notably inventory.) About $243 million Tyson Fresh Meat bonds have received a second lien on the pledged TFM assets. The affirmation of the ratings on the company's bank facilities and bonds incorporates the fact that there have been no changes in the rankings of the debt instruments in the liability waterfall since Moody's previous rating action in November. The three notch difference in the ratings of Tyson's unsecured unguaranteed bonds and its senior secured revolving credit facility sufficiently captures the structural disadvantage of the unsecured bonds. The SGL-4 reflects primarily the expectation that covenant cushion, which has been enhanced by relaxed covenant requirements through June 2009, is unlikely to be abundant when the leverage covenant maximum steps down in September 2009 to a less generous measure than under the prior amendment. Moody's anticipates that liquidity facilities will be utilized over the next twelve months, but not fully, to fund discretionary capital expenditures and acquisitions, if any. Alternative liquidity is more limited now that material domestic assets have been pledged. Tyson's could sell some businesses to raise cash and improve liquidity if necessary; however, enterprise value would suffer. Aggregate receivables securitization facilities were reduced from $750 million to $600 million, lowering available excess liquidity moderately. Tyson maintains a $1 billion five year revolving credit facility expiring in September 2010, a $225 million (was $375 million) receivables securitization facility expiring in August 2010 and a $375 million accounts receivable securitization facility expiring in August 2009. Liquidity was boosted in September by net proceeds from the issuance of common equity ($274 million) and a convertible bond ($396 million) due in 2013. The securitization facilities contain a rating trigger stipulating that if the rating on Tyson's five year bank credit agreement falls to B2 or below from Moody's (was Ba3 or below before the recent amendment) or B or below from S&P (was BB-), then, barring an amended facility, the banks sponsoring the program could refuse to purchase any additional receivables from Tyson and the program could unwind. Moody's most recent rating action for Tyson on November 13, 2008 lowered the company's ratings with a negative outlook. Tyson Foods, Inc. is the world's largest meat protein processor in terms of revenues, with operations in beef, chicken and pork processing, as well as branded packaged foods. Sales for the fiscal year ended September 27, 2008 exceeded $26.8 billion. VALLEY HEALTH: Fitch Affirms 'CC' Rating on $45.5 Mil. Bonds ------------------------------------------------------------ Fitch Ratings has affirmed its 'CC' rating on approximately $45.5 million of bonds issued by Valley Health System, California: -- $4.9 million Valley Health System hospital revenue bonds (refunding and improvements project), 1996 series A; -- $40.6 million Valley Health System certificates of participation (refunding project), series 1993. Fitch's 'CC' rating indicates that payment default to bondholders appears probable as VHS remains under Chapter 9 bankruptcy protection. Although payments to bondholders are current, VHS drew down on the debt service reserve funds to meet the November 2008 interest payments on its 1993 COPs and the series 1996A bonds. Beginning in December 2008, VHS plans to resume payments to fund the May 2009 principal and interest payments. Additionally, VHS expects to replenish the debt service reserve fund over an 18-month period upon court confirmation of VHS' plan of adjustment. Ongoing initiatives implemented by the hospital's Quorum management have led to divestiture of VHS' Moreno Valley Community Hospital and the recent closure of Hemet Valley Healthcare Center (a 90-bed skilled nursing facility). Management is also undertaking several expense reduction and revenue enhancement measures in an effort to restore financial stability, which Fitch views favorably. Through the four months ended Oct. 31, 2008, VHS posted an operating loss of $1.5 million (negative 2% margin, which compares favorably to the prior year period's operating loss of $11.3 million (negative 17.2% margin). Liquidity remains very weak as VHS has $11.6 million in unrestricted cash and investments -- roughly 19 days-cash-on-hand. While it is not clear how quickly the divestiture and other initiatives will stabilize the hospital's financial and operating profile, Fitch expects VHS to begin replenishment of the debt service reserve and ensure funding for its semi-annual payments to bondholders. Fitch will closely monitor VHS' progress in meeting these challenges. VERTIS INC: Bankruptcy Emergence Cues S&P to Withdraw D Ratings --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its public ratings on American Color Graphics Inc. and Vertis Inc. The withdrawal follows the companies' merger and subsequent emergence from bankruptcy protection. S&P lowered the ratings on ACG and Vertis to 'D' on June 25, 2008, after S&P confirmed that both companies failed to make interest payments due June 15, 2008. On May 22, 2008, Vertis announced that it planned to merge with ACG and that both companies would complete comprehensive restructuring plans. Ratings List Withdrawn American Color Graphics Inc. To From -- ---- Corporate Credit Rating NR D/--/-- Secured NR D Vertis Inc. To From -- ---- Corporate Credit Rating NR D/--/-- Secured NR D Senior Unsecured NR D WACHOVIA BANK: S&P Downgrades Ratings on Three Classes to Low-B --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on four classes of Wachovia Bank Commercial Mortgage Trust Series 2007-ESH commercial mortgage pass-through certificates and placed them on CreditWatch with negative implications. In addition, S&P placed its ratings on three additional classes on CreditWatch negative. The downgrades and negative CreditWatch placements follow S&P's preliminary analysis of the portfolio of hotel properties securing the loan. Cash flow has been declining at the properties due to the weakening hotel sector. Standard & Poor's will update or resolve the CreditWatch negative placements following additional analysis of the transaction, during which S&P will seek out additional financial data and have discussions with the servicer, Wachovia Bank N.A., which acts as both the master and special servicer on this loan. The certificates are collateralized by a $4.1 billion mortgage loan secured by 681 extended-stay hotels, including 664 owned hotels and 17 leased hotels, one office building that serves as the headquarters for extended-stay hotels, and one vacant land parcel. The properties are located in 44 states and two Canadian provinces. The loan has fixed- and floating-rate components: the fixed-rate components mature in June 2012 and the floating-rate components have an initial maturity of June 2009 with three one- year extension options. In addition to the mortgage loan, there is $3.3 billion of floating-rate mezzanine debt that is held outside of the trust. A review of the financial performance of the portfolio through October 2008 indicates that the properties are not performing in line with Standard & Poor's initial expectations. Actual net cash flow declined 7% in the trailing 12 months through October 2008 from 2007 and revenue per available room for the TTM period declined 5% from year-end 2007. Ratings Lowered and Placed on Creditwatch Negative Wachovia Bank Commercial Mortgage Trust Series 2007-ESH Commercial mortgage pass-through certificates Rating ------ Class To From ----- -- ---- J BBB-/Watch Neg BBB K BB/Watch Neg BBB- L B/Watch Neg BB+ M B-/Watch Neg BB+ Ratings Placed on Creditwatch Negative Wachovia Bank Commercial Mortgage Trust Series 2007-ESH Commercial mortgage pass-through certificates Rating ------ Class To From ----- -- ---- F A/Watch Neg A G A-/Watch Neg A- H BBB+/Watch Neg BBB+ WELLCARE HEALTH: S&P Downgrades Counterparty Credit Rating to 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its counterparty credit rating on WellCare Health Plans Inc. to 'B-' from 'B'. The rating remains on CreditWatch, where it was placed on Oct. 25, 2007, with negative implications. "The downgrade reflects the erosion of WellCare's earnings margin in the first nine months of 2008," explained Standard & Poor's credit analyst Hema Singh. The current estimated medical loss ratio increased about 2% to 4% compared with the same period in 2007. This increase stems mostly from the company's core Florida marketplace based on a review of statutory financial information and its Medicare Part D product. In addition, based on a review of statutory results for its insurance operating subsidiaries, S&P believes that the level of statutory surplus is adequate for the rating, but it has not kept pace with the increase in revenue. Liquidity is another of WellCare's financial challenges. The company's senior secured credit facility, which has a term loan facility with an outstanding balance of $153.2 million, will become due and payable in May 2009. WellCare is not in a payment default for this loan, but it is in default on a number of covenants, some of which it might not cure before the debt becomes due. The last formal 10Q was filed June 30, 2007. If WellCare is unable to renegotiate or obtain alternative financing to repay its outstanding senior debt, it could be forced to increase dividends from its insurance operating subsidiaries to increase it unregulated cash to meet its debt-repayment obligation in 2009. In the most recent 8-K, which WellCare released on Nov. 12, 2008, the company stated that it had $90 million of unregulated cash, of which $50 million related to a loan from a regulated subsidiary. Standard & Poor's estimates that the group's capital will be adequate for the rating at year-end 2008, with an estimated redundancy of about $100 million at the 'BBB' level. The new ratings take into account a more challenging new business-origination climate for WellCare and certainly higher expenses for more compliance infrastructure and residual investigation expenses. It also assumes that WellCare will not be barred (per regulatory/legislative intervention) from operating in its key markets. Risk associated with WellCare's business profile has been partly mitigated by several contract renewals and a service-area expansion in 2008, which removes some of the uncertainty regarding marketplace sustainability. Ms. Singh noted that, "If WellCare were to lose its ability to do business in certain core markets, become financially distressed in connection with more developments related to the investigation, or is unable to renegotiate or obtain alternative financing to repay its outstanding senior debt, S&P could lower the ratings again." WESTAFF INC: Lenders Continued Forbearance Period Until Dec. 19 --------------------------------------------------------------- Westaff (USA), Inc., a subsidiary of Westaff, Inc., entered into a Second Amendment to Second Amended and Restated Forbearance Agreement, with the company, as parent guarantor, certain lenders party thereto and U.S. Bank National Association, as agent for the Lenders. The parties to the Second Amendment to Second Amended and Restated Forbearance Agreement are parties to that certain Financing Agreement, dated as of Feb. 14, 2008. Pursuant to the terms of the Second Amendment to Second Amended and Restated Forbearance Agreement, the Agent and the Lenders have agreed to continue to forbear from exercising any of their default rights and remedies through Dec. 19, 2008, with regard to the Existing Events of Default so long as no additional Events of Default occur through Dec. 19, 2008. On May 23, 2008, Westaff (USA) received a notice of default from the Agent stating, among other things, that an Event of Default had occurred due to Westaff (USA)'s failure to comply with the required Fixed Charge Coverage Ratio for the applicable fiscal period ended April 19, 2008, and for the applicable fiscal period ended July 12, 2008. On July 31, 2008, Westaff (USA) entered into a Forbearance Agreement whereby the Lenders and the Agent agreed, among other things, to forbear from exercising any of their available default rights and remedies in response to the occurrence and continuance of the First Event of Default through Aug. 26, 2008. On Aug. 26, 2008, Westaff (USA) entered into an Amended and Restated Forbearance Agreement whereby the Lenders and the Agent agreed, among other things, to continue to forbear from exercising any of their default rights and remedies in response to the occurrence and continuance of both of the Existing Events of Default through Sept. 30, 2008. On Sept. 30, 2008, Westaff (USA) entered into a Second Amended and Restated Forbearance Agreement whereby the Lenders and the Agents agreed, among other things, to continue to forbear from exercising any of their default rights and remedies in response to the occurrence and continuance of all of the Existing Events of Default through Nov. 21, 2008. On Nov. 20, 2008, Westaff (USA) entered into a First Amendment to Second Amended and Restated Forbearance Agreement, whereby the Lenders and the Agent agreed, among other things, to continue to forbear from exercising any of their default rights and remedies in response to the occurrence and continuance of all of the Existing Events of Default through Dec. 5, 2008. The interest rates applicable to the loans made pursuant to the Financing Agreement will continue at the default rate through Dec. 19, 2008. To date, the company provided no update on the matter. A full-text copy of the is available for free at SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT http://ResearchArchives.com/t/s?368e While the company was able to obtain a continued forbearance under the Second Amendment to Second Amended and Restated Forbearance Agreement, there can be no assurances that a waiver or additional forbearances can be obtained by the company in the future. If the company is unable to obtain a waiver or additional forbearances from the Agent and the Lenders on acceptable terms and the Lenders and the Agent elect to pursue remedies under the Financing Agreement, the company may be unable to access the funds necessary for its liquidity requirements, in which case the company's business and operating results would be materially adversely affected and the company could be unable to continue its operations as a going concern. About Westaff Inc. Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF) -- http://www.westaff.com/-- provides staffing services and employment opportunities for businesses in global markets. Westaff annually employs in excess of 125,000 people and services more than 20,000 client accounts from more than 177 offices located throughout the United States, Australia and New Zealand. * * * The company has incurred operating losses and negative operating cash flow since the second quarter of fiscal 2007, offset by slight operating income in the fourth quarter of fiscal 2007. The company says it expects to incur additional losses in the future, particularly because of current soft economic conditions. In addition, the company is currently in default under the primary credit facility that it uses to finance its operations. If the company is unable to obtain a waiver or continued forbearance from the U.S. Bank National Association on acceptable terms, the company may be unable to access the funds necessary for its liquidity requirements or may be unable to obtain letters of credit under the facility needed for the company to obtain workers' compensation insurance. In that case, its business and operating results would be adversely affected. WHITEHALL JEWELERS: Terminates GE Money Bank Credit Card Program ---------------------------------------------------------------- Bankruptcy Law360 reports that Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved a request by Whitehall Jewelers Inc. to terminate its private-label credit card program administered by GE Money Bank. The report says the Court approved an agreement between Whitehall and GE Money Bank to stop the program. Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings Inc. -- http://www.whitehalljewellers.com/-- owns and operates 373 stores jewelry stores in 39 states. The company operates stores in regional and regional shopping malls under the brand names Whitehall Jewellers, Marks Bros. Jewellers and Lundstrom Jewellers. The Debtors' retail stores operate under the names Whitehall (271 locations), Lundstrom (24 locations), Friedman's (56 locations, and Crescent (22 locations). As of June 23, 2008, the Debtors have about 2,852 workers. The company and its affiliates, Whitehall Jewelers Inc., filed for Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261). James E. O'Neill, Esq., Kathleen P. Makowski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. Epiq Bankruptcy Solutions LLC is their claims, noticing and balloting agent. When the Debtors filed for protection against their creditors, they listed total assets of $207,100,000 and total debts of $185,400,000. WINDSOR PETROLEUM: S&P Affirms 'BB+' Rating on $239.1 Mil. Notes ---------------------------------------------------------------- On Dec.18, 2008, Standard & Poor's Ratings Services affirmed its 'AA' rating on Windsor Petroleum Transport Corp.'s $111.7 million secured serial notes due 2010 (currently $6.3 million outstanding) and 'BB+' rating on $239.1 million secured term notes due Jan. 15, 2021. The outlook is stable. Windsor issued the notes and used the proceeds to fund a portion of the construction cost of four very large crude oil carriers (VLCC). Each VLCC is a roughly 300,000 dead-weight-ton (dwt), double-hulled tanker. The vessels are chartered by BP Shipping Ltd., a wholly owned subsidiary of BP PLC (AA/Stable/A-1+), under long-term charters. The fixed charter periods under long-term charters for each of the four Windsor vessels begin their staggered ends in January 2009. One year's advance notice is required from BP if it chooses not to exercise each extension. No notice was received in January 2008 for the British Pioneer vessel. Notice for the British Progress is due in February 2009 and the remaining two vessels by August 2010, making the next two years a critical period for Windsor's credit quality. The project's operational and financial performance is still consistent with pro forma projections. "The stable outlook on Windsor's $111.7 million notes reflects the credit quality of BP PLC, the sole provider of cash flows for the project through the initial charter period," said Standard & Poor's credit analyst Mark Habib. Once the secured serial notes are paid in full, the rating on the secured term notes maturing in 2021 may rise as amortization and cash balance increases lower the break-even time charter rate toward 2002 historical lows of $20,375, but will remain capped by BP PLC's rating. Other factors, such as the condition of the shipping industry, the level of VLCC charter rates, and the robustness of the oil markets may weaken the term notes' credit quality. If, after the initial charter period, the project earns sufficient revenue to significantly augment the debt service reserve (up to 24 months), the rating on the term notes may improve. WORLDSPACE INC: To Conduct Auction for Business on Jan. 12 ---------------------------------------------------------- WorldSpace Inc. obtained approval from the U.S. Bankruptcy Court for the District of Delaware to auction off its business on Jan. 12, 2008. According to Bloomberg's Bill Rochelle, the Court approved bidding procedures, which sets a Jan. 7 deadline for initial bids and a sale hearing on Jan. 14. The report adds that WorldSpace has not named a stalking horse bidder. To finance its Chapter 11 case, WorldSpace has obtained a $13 million debtor-in-possession financing from holders of senior secured and convertible notes issued prepetition. WorldSpace owes $36.1 million on the senior secured notes and $53.1 million on the convertible debt. About WorldSpace WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its debtor- and non-debtor affiliates provide satellite-based radio and data broadcasting services to paying subscribers in ten countries throughout Europe, India, the Middle East, and Africa. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No. 08-12412 - 08-12414). Mames E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. The U.S. Trustee for Region 3 appointed creditors to serve on an Official Committee of Unsecured Creditors. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf represent the Committee as counsel. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. * S&P Cuts Rating on Class D of Tricadia CDO 2006-5 to 'CC' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five tranches from two U.S. cash flow and hybrid collateralized debt obligation transactions. S&P removed one of the lowered ratings from CreditWatch with negative implications. At the same time S&P removed one tranche from Galleria IV Ltd. from CreditWatch with negative implications. The ratings on four 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 five downgraded U.S. cash flow and hybrid tranches have a total issuance amount of $454.5 million. One of the two affected transactions is a mezzanine structured finance CDO of asset-backed securities, which is collateralized in large part by mezzanine tranches of residential mortgage-backed securities and other SF securities. The other transaction is a CDO of CDOs that was collateralized at origination primarily by notes from other CDOs, as well as by tranches from RMBS and other SF transactions. The CDO downgrades reflect a number of factors, including credit deterioration and recent negative rating actions on U.S. subprime RMBS. To date, including the CDO tranches listed below and including actions on both publicly and confidentially rated tranches, S&P has lowered its ratings on 4,104 tranches from 919 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, 990 ratings from 446 transactions are currently on CreditWatch with negative implications for the same reasons. In all, S&P has downgraded $488.531 billion of CDO issuance. Additionally, S&P's ratings on $10.470 billion of securities have not been lowered but are currently on CreditWatch with negative implications, indicating a high likelihood of future downgrades. Standard & Poor's will continue to monitor the CDO transactions it rates and take rating actions, including CreditWatch placements, when appropriate. Rating Actions Rating ------ Transaction Class To From ----------- ----- -- ---- Galleria IV Ltd. A-1 BB/Watch Neg BBB-/Watch Neg Galleria IV Ltd. A-2 BB/Watch Neg BBB-/Watch Neg Galleria IV Ltd. B CCC- CCC-/Watch Neg Tricadia CDO 2006-5 Ltd. B BBB/Watch Neg A Tricadia CDO 2006-5 Ltd. C BB/Watch Neg BBB-/Watch Neg Tricadia CDO 2006-5 Ltd. D CC CCC-/Watch Neg Other Ratings Reviewed Transaction Class Rating ----------- ----- ------ Galleria IV Ltd. C-1 CC Galleria IV Ltd. C-2 CC Tricadia CDO 2006-5 Ltd. E CC Tricadia CDO 2006-5 Ltd. F CC * Cadwalader Promotes Seven Resident Attorneys to Partners ---------------------------------------------------------- Cadwalader, Wickersham & Taft LLP, elected James T. Bailey, James S. Frazier, Nathan A. Haynes, Ivan Loncar, Christopher R. Mirick, John T. Moehringer, and Richard M. Nugent as partners of the firm, effective January 1, 2009. All are resident in the firm's New York office. "We are pleased to welcome these outstanding attorneys to our partnership. Their promotion confirms our confidence in their exceptional talent and evidences the firm's continued growth in financial restructuring, financial services, intellectual property, and tax and ERISA," said Christopher White, Cadwalader's Chairman. "It is a great pleasure to congratulate them and to celebrate their hard work, dedication, and valuable contributions to our clients and the firm. We look forward to their continued success in the years to come." These attorneys were elected Partner: James Bailey focuses on litigating patent infringement and other intellectual property cases and counseling on intellectual property matters. He has represented clients on matters involving a wide range of technologies, including data networking, semiconductor manufacturing and design, speed coding, voice-over IP, cellular telephones, wireless LANs, medical devices, and automotive technologies. He received his B.S., with high distinction, and M.S. from the University of Virginia. He received his J.D., magna cum laude, from the University of Michigan Law School, where he was honored with the Saul L. Nadler Memorial Award. James Frazier concentrates in the area of ERISA and employee benefits, with a large part of his practice devoted to advising on the application of ERISA's fiduciary standards and prohibited transaction provisions to transactional and regulatory activities. This includes counseling financial services firms regarding the structure of investment vehicles and products offered to employee benefit plans, and the provision of investment management and brokerage services. He also represents clients before the U.S. Department of Labor's Employee Benefits Security Administration and advises on ERISA and tax issues in corporate transactions. He received his J.D., cum laude, from the University of Arkansas School of Law, and an LL.M. in Taxation and Certificate in Employee Benefits Law, as well as an LL.M. in Labor Law, with distinction, from the Georgetown University Law Center. He earned his undergraduate degree from the University of North Carolina. Nathan Haynes has played a significant role as debtors' counsel in numerous chapter 11 cases -- including Northwest Airlines, Casual Male, Bradlees Stores, and Lodgian -- and in connection with out- of-court restructurings. He also represents creditors' interests, including in chapter 11 cases such as Adelphia and WorldCom, and has significant experience defending avoidance actions and representing sellers and bidders in bankruptcy asset sales. He received his J.D., magna cum laude, from Pace University School of Law, where he was the Editor-in-Chief of the Pace Law Review, and his B.S., cum laude, from Northeastern University. An Eagle Scout, he also served as a Sergeant in the United States Marine Corps Reserves. Ivan Loncar represents dealers, banks, and other financial institutions in fixed income and credit derivatives and structured financial products, including interest rate, cash flow, and currency swaps; credit derivatives; and other structured financial products that combine securitization techniques and derivative products. He also has extensive involvement in the development and use of derivatives and financial products in the primary and secondary municipal markets, including swaps, rate locks, forward delivery, forward bond purchase, and bond warrant agreements, liquidity facilities, and various forms of credit enhancement. He received his LL.B. from the University of Belgrade School of Law and his LL.M. from Columbia University School of Law. Christopher Mirick's focuses on business reorganizations and debtors' and creditors' rights across a wide array of industries, including energy, telecommunications, healthcare, retail clothing, retail home goods, home d=E9cor, groceries, graphics arts and printing supplies, computer software, Internet security, and biotechnology research and development. In addition, he has represented private equity clients in connection with acquiring, selling, and reorganizing both domestic and international portfolio companies, and mezzanine lenders and private equity investors in defending fraudulent-transfer and breach-of-duty claims. Named an Outstanding Young Restructuring Lawyers for 2007 by Turnarounds & Workouts, he was cited for his work on real estate sales and dispositions relating to the chapter 11 case of Saint Vincents Catholic Medical Centers, and his defense at trial of a $136 million intercompany claim in the chapter 11 case of The Wiz. He received his B.A., summa cum laude, from Amherst College and his J.D., magna cum laude, from Harvard Law School. John Moehringer handles complex patent litigation, primarily in the electrical engineering, telecommunications, and computer science fields, including rendering non-infringement and invalidity opinions. He also has experience with licensing and transactions, client counseling, and patent prosecution. He received his J.D. from Fordham University School of Law, where he was a member of the Intellectual Property Law Journal, and his undergraduate degree, cum laude, from the Polytechnic University. Before graduating from law school, he worked as an electrical engineer for the Grumman Aerospace Corporation. Richard Nugent has significant expertise in the tax aspects of public and private corporate mergers, acquisitions, and spin-offs. He also has experience advising clients on cross-border tax strategies, the tax consequences of restructurings and bankruptcies, and financing transactions. He received his LL.M., with distinction, from Georgetown University Law Center; his J.D., with honors, from Rutgers School of Law; and his B.A., summa cum laude, from Saint Peter's College. He served as clerk to The Honorable Robert P. Ruwe of the U.S. Tax Court, and also to The Honorable Richard F. Suhrheinrich of the U.S. Court of Appeals for the Sixth Circuit. About Cadwalader Wickersham Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/-- established in 1792, is an international law firm, with offices in New York, London, Charlotte, Washington and Beijing. Cadwaladerr serves a diverse client base, including many of the world's top financial institutions, undertaking business in more than 50 countries in six continents. The firm offers legal expertise in antitrust, banking, business fraud, corporate finance, corporate governance, environmental, healthcare, insolvency, insurance and reinsurance, intellectual property, litigation, mergers and acquisitions, private client, private equity, real estate, regulation, securitization, structured finance, and tax. * Squire Sanders Selects 16 Attorneys as Partner ------------------------------------------------ Squire, Sanders & Dempsey L.L.P. elected 16 lawyers to its partnership, effective Jan. 1, 2009, in a move that reflects the firm's strength, diversity and global reach. The 2009 partnership class includes lawyers from four continents. "These Squire Sanders colleagues, who join the partnership from offices in Asia, Europe, Latin America and the United States, are an extraordinarily talented group," said Chairman R. Thomas Stanton. "We are very proud to welcome these new partners, who reflect the firm's global practice, our strong commitment to diversity and the highest standards of client service we provide throughout the world." The new partners are: J. Philip Calabrese, a trial lawyer in the firm's Cleveland office who focuses his practice on complex business litigation, defense of securities fraud and antitrust actions, product liability and toxic tort litigation, trade secret disputes and appellate practice. His experience includes cases for clients in the pharmaceuticals, specialty chemicals, steel, automotive and manufacturing industries. He was a law clerk to Judge Alice M. Batchelder, US Court of Appeals for the Sixth Circuit. He has been recognized as a Rising Star by Ohio Super Lawyers. He received his J.D. In 2000 from Harvard University, cum laude, where he was articles editor of Harvard Journal on Legislation, and his B.A. in 1993 from College of the Holy Cross, summa cum laude. Calabrese was a Fulbright scholar in 1994. Sean T. Cork, a bankruptcy and restructuring lawyer in the Phoenix office. Mr. Cork has represented clients in a number of bankruptcy-related contexts including representation of both debtors and creditors in large scale Chapter 11 proceedings, as well as representing acquirers of a debtor's assets. His industry segment experience includes airlines, energy, manufacturing, real estate development and retail enterprises. Mr. Cork served as a law clerk to the Honorable William T. Bodoh, US Bankruptcy Judge for the Northern District of Ohio. He is a member of the American Bankruptcy Institute. Cork received his J.D. in 1999, with high distinction, from Ohio Northern University, where he was editor in chief of Ohio Northern University Law Review, and he received his B.A., with honors, in 1995 from Marlboro College. Peter W. Culp, an environmental, health and safety lawyer in the Phoenix office who focuses his practice on water law, natural resources law, and permitting and regulatory compliance with major federal and state environmental laws. His experience includes representing private, public and nonprofit entities in matters related to surface and groundwater rights and policy, the law of the Colorado River, land development, industrial facility siting and permitting, the management and remediation of contaminated property, legislative affairs, and the management, development and conservation of state trust lands. Mr. Culp has also represented clients doing business on Native American lands. His previous experience includes serving as a law clerk in the Indian Resources Section of the US Department of Justice, Environment and Natural Resources Division, and as a lawyer for the Sonoran Institute, a nonprofit organization that works on land and water policy issues throughout the Intermountain West. Mr. Culp has published numerous articles and reports on environmental, water and natural resource issues and serves as a member of several advisory commissions and policy groups focused on state, federal, and bi- national water management issues. He received his J.D., summa cum laude, in 2001 from the University of Arizona and his B.A., with honors, in 1994 from the University of California, Santa Cruz. Carlos A. Derraik, an energy lawyer in the Rio de Janeiro office. Mr. Derraik focuses his practice on Brazilian and international business transactions including mergers and acquisitions, corporate reorganization, real estate, privatizations, financing and taxation. He advises companies, joint ventures and consortiums on structures, taxation, financing, secured lending transactions, real estate acquisitions and property rights. He has counseled clients on international and Brazilian legal aspects in a wide range of transactions. Before joining Squire Sanders, Derraik was a lawyer with one of the leading global accounting firms, concentrating on taxation and business transactions. He also acted as in-house counsel for a leading international mining company where he developed substantial expertise in real estate, concessions and mineral rights. He received his LL.B. in 1993 from Pontifical Catholic University of Rio de Janeiro. Aneca E. Lasley, a trial lawyer in the Columbus office whose practice concentrates on general and complex commercial litigation. Her practice involves product liability, trade secret misappropriation, commercial contract disputes and business torts. Before joining Squire Sanders, she served as a judicial clerk for the Honorable David D. Dowd, Jr. of the US District Court, Northern District of Ohio in Akron. She has served as president of the Women Lawyers of Franklin County, as a member of the Columbus Bar Association's Ethics Committee and a member of Defense Research Institute, and is active in several community organizations. Ms. Lasley has been recognized as a Rising Star by Ohio Super Lawyers. She received her J.D., with honors, in 2000 from The Ohio State University, where she was managing editor of The Ohio State Law Journal, and her B.A., cum laude, in 1997 from Ohio Northern University. Kevin S. Levey, an energy lawyer in the Washington DC office. Mr. Levey's practice includes international business transactions such as infrastructure project development, project finance, mergers, acquisitions, divestitures, joint ventures and privatizations. He has particular expertise in the development of nuclear, solar, biomass and other renewable energy-based power projects and clean coal-fired power projects in the United States and other countries. He has also represented large multinational companies in the design, financing, construction, operation and acquisition of major power generation, LNG terminal and pipeline projects in Latin America including Brazil, Guatemala and Mexico. In addition, he has advised the governments of Nigeria, Panama and Serbia on a variety of public infrastructure privatization and commercialization projects. He received his J.D. in 1997 and his B.A. in 1993, both from The American University. Francis Li, a corporate/corporate finance lawyer in the Hong Kong office whose practice focuses on corporate finance matters including initial public offering transactions, mergers and acquisitions, private placement transactions, private equity and other capital market transactions in Hong Kong and other Asia- based markets. He has experience advising companies in China in business restructuring, mergers and acquisitions, and offshore listings, and has been involved in a number of capital market transactions in Hong Kong, Singapore, Taiwan and other Asian countries. He received his LL.B. in 1994 from the City University of Hong Kong. Jose Luis Martin, an intellectual property lawyer in the Palo Alto office. Mr. Martin represents companies in intellectual property and complex business litigation, with particular emphasis in patent and trade secret matters. He has extensive experience representing high technology clients in disputes concerning patent and trademark infringement, trade secret misappropriation, unfair business practices, antitrust and a variety of business torts in federal and state courts and before the International Trade Commission. Mr. Martin also represents clients before the American Arbitration Association (AAA) and the AAA's International Centre for Dispute Resolution. He is a member of the Hispanic National Bar Association, the San Francisco La Raza Lawyers Association, the Santa Clara County La Raza Lawyers Association and the Hispanic Chamber of Commerce. He has been appointed Special Counsel in the Assisted Settlement Conference Program of the US District Court, Northern District of California. Mr. Martin frequently serves as a panelist and presenter on various intellectual property topics. He received his J.D. in 1999 from University of California, Hastings, where he was a member of the Hastings Law Journal, and his B.A. in 1995 from the University of California, Los Angeles. Munehiro Matsumoto, a corporate/corporate finance lawyer in the Tokyo office. His practice primarily focuses on corporate, securities, real property, and labor and employment laws. He regularly handles mergers and acquisitions, real estate transactions, regulatory work for financial institutions, executive hiring and compensation issues, and antitrust law matters. Recently he has been extensively involved in advising on corporate governance and compliance law issues for Japan-based corporations including those listed on stock exchanges in both Japan and the United States. He is a frequent speaker at seminars and has published books and theses on several topics including financial inspection and compliance systems, corporate director and officer liability, corporate splits (kaisha-bunkatsu), treasury stock and real estate transactions. He received his LL.M. in 2002 from University of Pennsylvania, his Diploma of Completion in 1999 from the Legal Training and Research Institute of the Supreme Court of Japan and his L.L.B. in 1996 from the University of Tokyo. Pedro J. Miranda, a public finance lawyer in the Miami office. He serves as bond counsel, underwriters' counsel and disclosure counsel on bond issues in the state of Florida and the Commonwealth of Puerto Rico. He has broad experience as bond counsel, disclosure counsel and underwriters' counsel in various types of transactions including general obligation, revenue and special assessment financings. A native of Puerto Rico, Miranda has broad experience serving as bond counsel for the Commonwealth of Puerto Rico and its public corporations and authorities including electric power, public buildings and highway. He received his J.D. in 1999 and his B.A., with honors, in 1996, both from University of Florida. Christopher A. Rose, a corporate/corporate finance lawyer who works in the firm's London and Moscow offices. Mr. Rose has substantial experience counseling multinational businesses on private equity investments in Europe and currently leads the firm's Europe-based private equity practice. He also advises clients on fund investments, mergers, acquisitions and joint ventures, as well as general corporate governance and securities matters. He is the author or co-author of several articles on private equity issues arising under Russian law. Mr. Rose received his J.D., magna cum laude, Order of the Coif, in 1998 from Tulane University, where he was senior associate editor of Tulane Law Review, and his B.A. In 1993 from Tufts University. Catherine Corrigan Tompkins, a public finance lawyer in the Cleveland office who represents governmental entities and private companies with economic development projects and public-private partnerships. She advises clients on urban renewal and redevelopment, tax increment financing, tax abatements, community reinvestment areas and special improvement districts. Ms. Tompkins also serves as bond counsel for tax-exempt pollution control and solid waste facility financings for electric utility and industrial companies, and for tax-exempt financings for private colleges and universities. Before joining Squire Sanders, Tompkins served as a judicial clerk to the Honorable Terrence O'Donnell of the Ohio Court of Appeals for the Eighth District, currently a justice on the Supreme Court of Ohio, and to the Honorable Donald C. Nugent of the US District Court, Northern District of Ohio. She is a past member of the advisory group to the US District Court, Northern District of Ohio. She received her J.D. In 1995 from Case Western Reserve University and her A.B., cum laude, in 1991 from Georgetown University. Sergey A. Treshchev, an international dispute resolution (IDR) lawyer in the Moscow office, leads the firm's CIS IDR practice team and currently represents several clients in commercial court cases involving complex banking matters, import-export, customs, mining and labor disputes. His practice also includes international trade, financial transactions, mining and restructuring. Mr. Treshchev, who is the author of the 2007 book Financial Rehabilitation Under Russian Law, also publishes legal analyses in several publications. He received his Diploma of American Law in 1997 from Emory University, his J.D. in 1995 from Moscow State University and his B.A. In 1982 from Maurice Thorez Moscow State University of Foreign Languages. Michael Wager, a corporate/corporate finance lawyer in the Cleveland and New York offices, represents private and publicly held entities and advises clients on mergers and acquisitions, corporate finance, corporate governance and strategic growth matters. He has particular expertise and experience in representing companies and investors in change-of-control transactions. Mr. Wager has served as counsel and adviser to several private and public companies. Before joining the firm, Wager had served as the chair of a Cleveland-based private equity firm and frequently speaks on matters involving capital formation, securities regulation, change-of-control transactions, and infrastructure finance and development. He is active in several civic and philanthropic organizations. He received his J.D. in 1981 from the New York University School of Law, his M.A. in 1976 from Columbia University and his B.A. In 1973 from American University. Greg R. Wehrer, a trial lawyer currently in Columbus who plans to relocate to the firm's Houston office, focuses his practice on complex commercial litigation and appeals. Mr. Wehrer has substantial experience in toxic tort and product liability, business contract disputes, insurance coverage issues, constitutional claims, intellectual property and real estate tax appeals. He has represented several pro bono clients before the Sixth Circuit Court of Appeals. He has been named a Rising Star by Ohio Super Lawyers. He received his J.D. in 1997 from Vanderbilt University, where he was editor of the Vanderbilt Law Review, and his B.A., cum laude, in 1993 from Bowling Green State University. Song Zhu, an intellectual property lawyer in the Palo Alto and San Francisco offices, is a registered patent attorney who handles intellectual property matters in the United States and throughout the world. In addition to preparing patent applications, he regularly advises clients on worldwide patent procurement strategies and the management of patent portfolios. His expertise encompasses a variety of technologies including telecommunications, semiconductor manufacturing, computer software, automotive systems and medical devices. Before entering law school, Zhu was a senior engineer with General Motors. He received his J.D. in 1997 from Georgetown University and his Ph.D. in mechanical engineering in 1997 from University of Wisconsin. About Squire Sanders Founded in 1890, Squire, Sanders & Dempsey L.L.P. -- http://www.ssd.com/-- provides legal counsel worldwide. The company has four major practice areas: advocacy, business, capital markets and regulated industries. The company has approximately 800 lawyers practicing in offices throughout the Americas, Europe and Asia. * 2008 Bankruptcy Filings Up 30%; More Filings Seen in 2009 ----------------------------------------------------------- Bankruptcy cases filed in federal courts totaled 1,042,993 for the 12-month period ending September 30, 2008, up more than 30% when compared to the 801,269 filings in Fiscal Year 2007, according to statistics released Monday by the Administrative Office of the U.S. Courts. The September 2008 filings are the highest of any 12-month period since the 2006 implementation of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, when there were 1,112,542 filings in the 12-month period ending September 30, 2006. According to Bankruptcy Law360, although corporate bankruptcies surged in 2008, bankruptcy attorneys expect to see more filings in 2009 than in any year in recent memory, as companies across all sectors react to the global economic crisis. While no particular industry is expected to be spared from pending economic turmoil in the new year, the report says the retail and automotive industries will continue to top the list. Bankruptcy Law360 also relates that bankruptcy attorneys predict that bankruptcy legislation in 2009 will be at the top of Congress' priority list, as lawmakers face pressure to ease the financial stress crippling consumers and businesses. The federal Judiciary's fiscal year is the 12-month period ending September 30. The bankruptcies reported are for October 1, 2007 through September 30, 2008. Business and Non-Business Filings For the 12-month period ending September 30, 2008, business filings totaled 38,651, up 49% from the 25,925 business filings in September 2007. There were 27,333 business bankruptcy filings in September 2006. Non-business filings totaled 1,004,342, up 30% from the 775,344 non-business bankruptcy filings in September 2007. In September 2006, non-business bankruptcy filings totaled 1,085,209. Filings Under Chapters 7, 11, 12 and 13 In FY 2008, filings rose for all bankruptcy Chapters except for Chapter 12 of the Bankruptcy Code. * Chapter 7 filings in FY 2008 totaled 679,982, up 40% from the 484,162, Chapter 7 filings in FY 2007. * Chapter 11 filings rose 49%, increasing from 5,888 in FY 2007 to 8,799 in FY 2008. * Chapter 13 filings rose 14%, from 310,802 in FY 2007 to 353,828 in FY 2008. * Chapter 12 is designed to meet the needs of financially distressed family farmers. In FY 2008, Chapter 12 filings totaled 332, down 8% from the 361 Chapter 12 filings in FY 2007. Fourth Quarter Filings The 3-month period ending September 30, 2008, was the Judiciary's final quarter of fiscal year 2008. Bankruptcy filings in the fourth quarter totaled 292,291, up 34% from the 218,909 bankruptcy cases filed in the final quarter of FY 2007. For a breakdown of filings by all chapters for the quarter, see Table F-2, 3-month period. For more on bankruptcy and its chapters, visit the Judiciary's web site or go to www.fjc.gov/federal/courts.nsf. Local bankruptcy court rules and historic data on bankruptcy filings are also available. Additional bankruptcy statistics, including bankruptcies by county, can be found on the Judiciary's PACER system. A full-text copy of the press release by the Administrative Office of the U.S. Courts is available at no charge at: http://ResearchArchives.com/t/s?3678 * BOND PRICING: For the Week of Dec. 15 - Dec. 19, 2008 ------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ACE CASH EXPRESS 10.250% 10/1/2014 30.63 AHERN RENTALS 9.250% 8/15/2013 15 AIRTRAN HOLDINGS 7.000% 7/1/2023 40 ALABAMA POWER 5.500% 10/1/2042 48.88 ALERIS INTL INC 10.000% 12/15/2016 16.75 AMBASSADORS INTL 3.750% 4/15/2027 29.5 AMD 5.750% 8/15/2012 40 AMER AXLE & MFG 5.250% 2/11/2014 27.5 AMER GENL FIN 3.100% 6/15/2009 16 AMER GENL FIN 3.100% 7/15/2009 50 AMER GENL FIN 3.350% 5/15/2009 70.35 AMER GENL FIN 3.400% 10/15/2009 54.27 AMER GENL FIN 3.450% 4/15/2010 48 AMER GENL FIN 3.850% 9/15/2009 50 AMER GENL FIN 4.000% 8/15/2009 47 AMER GENL FIN 4.000% 9/15/2009 30.05 AMER GENL FIN 4.000% 11/15/2009 50 AMER GENL FIN 4.000% 12/15/2009 56.49 AMER GENL FIN 4.050% 5/15/2010 23.5 AMER GENL FIN 4.100% 5/15/2010 42 AMER GENL FIN 4.100% 7/15/2012 34 AMER GENL FIN 4.150% 11/15/2010 10.51 AMER GENL FIN 4.200% 8/15/2009 70.12 AMER GENL FIN 4.200% 10/15/2009 34.13 AMER GENL FIN 4.250% 10/15/2010 55.82 AMER GENL FIN 4.250% 3/15/2013 30 AMER GENL FIN 4.300% 3/15/2009 79.5 AMER GENL FIN 4.300% 6/15/2009 80 AMER GENL FIN 4.300% 6/15/2010 35 AMER GENL FIN 4.300% 7/15/2010 45 AMER GENL FIN 4.300% 10/15/2011 37 AMER GENL FIN 4.350% 6/15/2009 70.09 AMER GENL FIN 4.400% 5/15/2009 74.06 AMER GENL FIN 4.400% 7/15/2009 38 AMER GENL FIN 4.500% 9/15/2009 70.35 AMER GENL FIN 4.500% 3/15/2010 32 AMER GENL FIN 4.500% 11/15/2010 40.91 AMER GENL FIN 4.500% 11/15/2011 25 AMER GENL FIN 4.550% 10/15/2009 47.5 AMER GENL FIN 4.600% 11/15/2009 45.23 AMER GENL FIN 4.600% 9/15/2010 55.1 AMER GENL FIN 4.625% 5/15/2009 85.72 AMER GENL FIN 4.625% 9/1/2010 46.03 AMER GENL FIN 4.625% 3/15/2012 7.1 AMER GENL FIN 4.700% 10/15/2010 39.85 AMER GENL FIN 4.750% 3/15/2009 50 AMER GENL FIN 4.750% 4/15/2010 47.5 AMER GENL FIN 4.750% 6/15/2010 39.5 AMER GENL FIN 4.750% 8/15/2010 30 AMER GENL FIN 4.875% 5/15/2010 48.6 AMER GENL FIN 4.875% 6/15/2010 52 AMER GENL FIN 4.900% 3/15/2012 29 AMER GENL FIN 5.000% 1/15/2010 60.5 AMER GENL FIN 5.000% 6/15/2010 48.9 AMER GENL FIN 5.000% 9/15/2010 33 AMER GENL FIN 5.000% 10/15/2010 57 AMER GENL FIN 5.000% 11/15/2010 35.31 AMER GENL FIN 5.000% 11/15/2010 29.75 AMER GENL FIN 5.000% 12/15/2010 39.5 AMER GENL FIN 5.000% 12/15/2010 29.5 AMER GENL FIN 5.000% 12/15/2010 39.5 AMER GENL FIN 5.000% 1/15/2011 46.85 AMER GENL FIN 5.000% 3/15/2011 40 AMER GENL FIN 5.000% 6/15/2011 37.32 AMER GENL FIN 5.000% 12/15/2011 35 AMER GENL FIN 5.000% 8/15/2012 35.31 AMER GENL FIN 5.100% 3/15/2011 51 AMER GENL FIN 5.100% 1/15/2012 34 AMER GENL FIN 5.150% 9/15/2009 50 AMER GENL FIN 5.200% 6/15/2010 60 AMER GENL FIN 5.200% 9/15/2010 39.6 AMER GENL FIN 5.200% 5/15/2011 36 AMER GENL FIN 5.200% 12/15/2011 42.9 AMER GENL FIN 5.200% 5/15/2012 36 AMER GENL FIN 5.250% 6/15/2009 40.75 AMER GENL FIN 5.250% 9/15/2012 15.25 AMER GENL FIN 5.250% 12/15/2012 28 AMER GENL FIN 5.300% 6/15/2009 75 AMER GENL FIN 5.350% 7/15/2010 36.5 AMER GENL FIN 5.350% 9/15/2011 15 AMER GENL FIN 5.450% 9/15/2009 66 AMER GENL FIN 5.500% 12/15/2010 49 AMER GENL FIN 5.500% 4/15/2011 38 AMER GENL FIN 5.500% 12/15/2012 29.4 AMER GENL FIN 5.500% 12/15/2012 35 AMER GENL FIN 5.500% 1/15/2013 29 AMER GENL FIN 5.500% 1/15/2013 29 AMER GENL FIN 5.500% 6/15/2014 25.04 AMER GENL FIN 5.625% 8/17/2011 43.87 AMER GENL FIN 5.700% 7/15/2014 20.5 AMER GENL FIN 5.800% 9/15/2013 26 AMER GENL FIN 5.850% 9/15/2012 35 AMER GENL FIN 5.850% 6/1/2013 36.22 AMER GENL FIN 6.000% 7/15/2011 21.25 AMER GENL FIN 6.000% 4/15/2013 30 AMER GENL FIN 6.000% 4/15/2013 29 AMER GENL FIN 6.000% 10/15/2014 24.5 AMER GENL FIN 6.250% 7/15/2010 39.85 AMER GENL FIN 6.250% 7/15/2011 39 AMER GENL FIN 6.250% 7/15/2011 47 AMER GENL FIN 6.500% 6/15/2015 20.5 AMER GENL FIN 6.750% 7/15/2011 36.03 AMER GENL FIN 6.750% 7/15/2013 21.5 AMER GENL FIN 7.850% 8/15/2010 50 AMER GENL FIN 8.000% 8/15/2010 51.75 AMER GENL FIN 8.100% 9/15/2011 20 AMER GENL FIN 8.150% 8/15/2011 35 AMER MEDIA OPER 8.875% 1/15/2011 52.5 AMES TRUE TEMPER 10.000% 7/15/2012 35.5 AMR CORP 9.880% 6/15/2020 24.73 AMR CORP 10.400% 3/10/2011 42.5 ANTIGENICS 5.250% 2/1/2025 24.32 APPLETON PAPERS 9.750% 6/15/2014 15 ARCO CHEMICAL CO 9.800% 2/1/2020 27.95 ARVINMERITOR 8.750% 3/1/2012 50 ATHEROGENICS INC 1.500% 2/1/2012 9.5 ATHEROGENICS INC 4.500% 9/1/2008 8.25 ATHEROGENICS INC 4.500% 3/1/2011 8.5 AVIS BUDGET CAR 7.625% 5/15/2014 26.93 AVIS BUDGET CAR 7.750% 5/15/2016 24 BALLY TOTAL FITN 14.000% 10/1/2013 1 BANK NEW ENGLAND 8.750% 4/1/1999 5.13 BANK NEW ENGLAND 9.875% 9/15/1999 4.13 BANKUNITED CAP 3.125% 3/1/2034 10 BEARINGPOINT INC 4.100% 12/15/2024 20.11 BEAZER HOMES USA 4.625% 6/15/2024 43 BEAZER HOMES USA 8.375% 4/15/2012 37.5 BEAZER HOMES USA 8.625% 5/15/2011 51.75 BELL MICROPRODUC 3.750% 3/5/2024 18 BERRY PLASTICS 10.250% 3/1/2016 32 BON-TON DEPT STR 10.250% 3/15/2014 11.7 BORDEN INC 7.875% 2/15/2023 19.5 BORDEN INC 8.375% 4/15/2016 6 BORDEN INC 9.200% 3/15/2021 7 BOWATER INC 6.500% 6/15/2013 10.25 BRODER BROS CO 11.250% 10/15/2010 20 BURLINGTON COAT 11.125% 4/15/2014 29.25 C-CALL01/09 5.000% 6/15/2020 80.7 C-CALL01/09 5.100% 2/15/2019 73.74 C-CALL01/09 5.100% 3/15/2019 76.75 CALLON PETROLEUM 9.750% 12/8/2010 35 CAPMARK FINL GRP 5.875% 5/10/2012 29 CARAUSTAR INDS 7.375% 6/1/2009 59 CCH I LLC 9.920% 4/1/2014 4.5 CCH I LLC 10.000% 5/15/2014 6.04 CCH I LLC 11.125% 1/15/2014 14.5 CCH I/CCH I CP 11.000% 10/1/2015 17.5 CCH I/CCH I CP 11.000% 10/1/2015 11.25 CCH II/CCH II CP 10.250% 9/15/2010 39.5 CCH II/CCH II CP 10.250% 9/15/2010 36 CCH II/CCH II CP 10.250% 10/1/2013 31.5 CELL GENESYS INC 3.125% 11/1/2011 32.85 CELL THERAPEUTIC 5.750% 12/15/2011 1 CHAMPION ENTERPR 2.750% 11/1/2037 12.75 CHAPARRAL ENERGY 8.875% 2/1/2017 24.5 CHARTER COMM HLD 9.625% 11/15/2009 79.98 CHARTER COMM HLD 10.000% 4/1/2009 88.84 CHARTER COMM HLD 10.000% 5/15/2011 23 CHARTER COMM HLD 10.750% 10/1/2009 7.06 CHARTER COMM HLD 11.125% 1/15/2011 51 CHARTER COMM INC 6.500% 10/1/2027 3.77 CHENIERE ENERGY 2.250% 8/1/2012 14.13 CIT GROUP INC 6.750% 3/15/2011 43.5 CIT GROUP INC 7.850% 3/15/2014 31.72 CLAIRE'S STORES 9.250% 6/1/2015 21 CLAIRE'S STORES 10.500% 6/1/2017 16.5 CLEAR CHANNEL 4.400% 5/15/2011 24 CLEAR CHANNEL 4.500% 1/15/2010 54.31 CLEAR CHANNEL 4.900% 5/15/2015 12.06 CLEAR CHANNEL 5.000% 3/15/2012 22 CLEAR CHANNEL 5.500% 9/15/2014 11.5 CLEAR CHANNEL 5.500% 12/15/2016 11.5 CLEAR CHANNEL 5.750% 1/15/2013 7 CLEAR CHANNEL 6.250% 3/15/2011 30.94 CLEAR CHANNEL 6.875% 6/15/2018 12.5 CLEAR CHANNEL 7.250% 10/15/2027 11.5 CLEAR CHANNEL 7.650% 9/15/2010 53.5 CMP SUSQUEHANNA 9.875% 5/15/2014 4.13 COEUR D'ALENE 1.250% 1/15/2024 26 COEUR D'ALENE 3.250% 3/15/2028 25.53 COMPUCREDIT 3.625% 5/30/2025 26 CONEXANT SYSTEMS 4.000% 3/1/2026 45 CONSTAR INTL 11.000% 12/1/2012 3 COOPER-STANDARD 8.375% 12/15/2014 19.5 CREDENCE SYSTEM 3.500% 5/15/2010 18 DAYTON SUPERIOR 13.000% 6/15/2009 50 DECODE GENETICS 3.500% 4/15/2011 1 DELPHI CORP 6.500% 8/15/2013 1.55 DELPHI CORP 8.250% 10/15/2033 0 DELTA PETROLEUM 7.000% 4/1/2015 17.13 DEVELOPERS DIVER 3.000% 3/15/2012 37 DEVELOPERS DIVER 3.500% 8/15/2011 43.23 DEVELOPERS DIVER 3.500% 8/15/2011 42.5 DEX MEDIA INC 8.000% 11/15/2013 17 DEX MEDIA WEST 8.500% 8/15/2010 58.25 DEX MEDIA WEST 9.875% 8/15/2013 22 DOLE FOODS CO 7.250% 6/15/2010 70 DOLE FOODS CO 8.625% 5/1/2009 94 DR HORTON 8.000% 2/1/2009 96.85 DUANE READE INC 9.750% 8/1/2011 52 DUNE ENERGY INC 10.500% 6/1/2012 33 DVI INC 9.875% 2/1/2004 8.88 E*TRADE FINL 7.375% 9/15/2013 33.5 ENERGY PARTNERS 9.750% 4/15/2014 33 ENERGY XXI GULF 10.000% 6/15/2013 44 EOP OPERATING LP 4.750% 3/15/2014 15.64 EPIX MEDICAL INC 3.000% 6/15/2024 30.25 FIBERTOWER CORP 9.000% 11/15/2012 21 FINLAY FINE JWLY 8.375% 6/1/2012 12 FIRST DATA CORP 3.900% 10/1/2009 52.1 FIRST DATA CORP 4.950% 6/15/2015 20.3 FLOTEK INDS 5.250% 2/15/2028 20.74 FORD HOLDINGS 9.300% 3/1/2030 24.06 FORD HOLDINGS 9.375% 3/1/2020 20.26 FORD MOTOR CO 7.700% 5/15/2097 20 FORD MOTOR CO 7.750% 6/15/2043 25 FORD MOTOR CO 8.875% 1/15/2022 21 FORD MOTOR CO 9.215% 9/15/2021 25 FORD MOTOR CO 9.980% 2/15/2047 24.25 FORD MOTOR CRED 4.250% 1/20/2009 90.95 FORD MOTOR CRED 4.300% 3/20/2009 86.45 FORD MOTOR CRED 4.350% 2/20/2009 91.73 FORD MOTOR CRED 4.400% 1/20/2009 87.93 FORD MOTOR CRED 4.450% 4/20/2009 80.13 FORD MOTOR CRED 4.500% 2/20/2009 83.9 FORD MOTOR CRED 4.500% 3/20/2009 80.57 FORD MOTOR CRED 4.600% 12/22/2008 98.24 FORD MOTOR CRED 4.600% 1/20/2009 79.2 FORD MOTOR CRED 4.650% 4/20/2009 71.63 FORD MOTOR CRED 4.700% 4/20/2009 80.1 FORD MOTOR CRED 4.750% 12/22/2008 98.1 FORD MOTOR CRED 4.800% 7/20/2009 58 FORD MOTOR CRED 4.900% 5/20/2009 69.16 FORD MOTOR CRED 4.900% 9/21/2009 72.19 FORD MOTOR CRED 4.900% 10/20/2009 70.67 FORD MOTOR CRED 4.900% 10/20/2009 52.7 FORD MOTOR CRED 4.950% 10/20/2009 46.34 FORD MOTOR CRED 5.000% 8/20/2009 74.89 FORD MOTOR CRED 5.000% 8/20/2009 75.89 FORD MOTOR CRED 5.000% 9/21/2009 72.3 FORD MOTOR CRED 5.000% 9/21/2009 49 FORD MOTOR CRED 5.000% 9/21/2009 72.76 FORD MOTOR CRED 5.000% 10/20/2009 69.75 FORD MOTOR CRED 5.000% 1/20/2011 23.26 FORD MOTOR CRED 5.000% 2/22/2011 30.86 FORD MOTOR CRED 5.050% 9/21/2009 66.89 FORD MOTOR CRED 5.100% 12/22/2008 97.2 FORD MOTOR CRED 5.100% 7/20/2009 80.13 FORD MOTOR CRED 5.100% 8/20/2009 73.73 FORD MOTOR CRED 5.100% 11/20/2009 55 FORD MOTOR CRED 5.100% 2/22/2011 51.87 FORD MOTOR CRED 5.150% 11/20/2009 58.03 FORD MOTOR CRED 5.150% 11/20/2009 67.07 FORD MOTOR CRED 5.150% 11/20/2009 67.1 FORD MOTOR CRED 5.150% 1/20/2011 37 FORD MOTOR CRED 5.200% 7/20/2009 80.05 FORD MOTOR CRED 5.200% 3/21/2011 35.92 FORD MOTOR CRED 5.200% 3/21/2011 31.78 FORD MOTOR CRED 5.250% 6/22/2009 56.5 FORD MOTOR CRED 5.250% 12/21/2009 52 FORD MOTOR CRED 5.250% 12/21/2009 49.53 FORD MOTOR CRED 5.250% 1/20/2010 67.76 FORD MOTOR CRED 5.250% 2/22/2011 35.27 FORD MOTOR CRED 5.250% 3/21/2011 34 FORD MOTOR CRED 5.250% 3/21/2011 52 FORD MOTOR CRED 5.300% 3/21/2011 35.26 FORD MOTOR CRED 5.300% 4/20/2011 31.76 FORD MOTOR CRED 5.350% 5/20/2009 81 FORD MOTOR CRED 5.350% 6/22/2009 56.88 FORD MOTOR CRED 5.350% 12/21/2009 64.16 FORD MOTOR CRED 5.350% 2/22/2011 35.14 FORD MOTOR CRED 5.400% 6/22/2009 73.74 FORD MOTOR CRED 5.400% 12/21/2009 50 FORD MOTOR CRED 5.400% 1/20/2011 53.5 FORD MOTOR CRED 5.400% 9/20/2011 37 FORD MOTOR CRED 5.400% 10/20/2011 33.39 FORD MOTOR CRED 5.450% 4/20/2011 28.68 FORD MOTOR CRED 5.450% 10/20/2011 37 FORD MOTOR CRED 5.500% 6/22/2009 65.5 FORD MOTOR CRED 5.500% 6/22/2009 80 FORD MOTOR CRED 5.500% 1/20/2010 67.2 FORD MOTOR CRED 5.500% 2/22/2010 59.17 FORD MOTOR CRED 5.500% 2/22/2010 66.72 FORD MOTOR CRED 5.500% 2/22/2010 40.66 FORD MOTOR CRED 5.500% 4/20/2011 23.8 FORD MOTOR CRED 5.500% 9/20/2011 32.5 FORD MOTOR CRED 5.500% 10/20/2011 36 FORD MOTOR CRED 5.550% 6/21/2010 59.95 FORD MOTOR CRED 5.550% 8/22/2011 37 FORD MOTOR CRED 5.550% 9/20/2011 34 FORD MOTOR CRED 5.600% 12/20/2010 43 FORD MOTOR CRED 5.600% 4/20/2011 34 FORD MOTOR CRED 5.600% 8/22/2011 38 FORD MOTOR CRED 5.600% 9/20/2011 37 FORD MOTOR CRED 5.600% 11/21/2011 18.38 FORD MOTOR CRED 5.650% 12/20/2010 54 FORD MOTOR CRED 5.650% 5/20/2011 25 FORD MOTOR CRED 5.650% 7/20/2011 37 FORD MOTOR CRED 5.650% 11/21/2011 30.5 FORD MOTOR CRED 5.650% 11/21/2011 16.43 FORD MOTOR CRED 5.700% 1/15/2010 68 FORD MOTOR CRED 5.700% 3/22/2010 45.61 FORD MOTOR CRED 5.700% 5/20/2011 24.26 FORD MOTOR CRED 5.700% 12/20/2011 14.85 FORD MOTOR CRED 5.750% 1/20/2010 65.91 FORD MOTOR CRED 5.750% 3/22/2010 43.17 FORD MOTOR CRED 5.750% 6/21/2010 38 FORD MOTOR CRED 5.750% 10/20/2010 36 FORD MOTOR CRED 5.750% 8/22/2011 16.7 FORD MOTOR CRED 5.750% 12/20/2011 37.07 FORD MOTOR CRED 5.750% 2/21/2012 32 FORD MOTOR CRED 5.750% 1/21/2014 21.39 FORD MOTOR CRED 5.750% 2/20/2014 28 FORD MOTOR CRED 5.800% 1/12/2009 98.52 FORD MOTOR CRED 5.800% 8/22/2011 37 FORD MOTOR CRED 5.850% 5/20/2010 50 FORD MOTOR CRED 5.850% 6/21/2010 41.49 FORD MOTOR CRED 5.850% 7/20/2010 39.74 FORD MOTOR CRED 5.850% 1/20/2012 33 FORD MOTOR CRED 5.900% 7/20/2011 30.78 FORD MOTOR CRED 5.900% 2/21/2012 18.2 FORD MOTOR CRED 5.950% 5/20/2010 40.86 FORD MOTOR CRED 6.000% 2/22/2010 38.15 FORD MOTOR CRED 6.000% 6/21/2010 43.04 FORD MOTOR CRED 6.000% 10/20/2010 41 FORD MOTOR CRED 6.000% 10/20/2010 28.5 FORD MOTOR CRED 6.000% 12/20/2010 54.52 FORD MOTOR CRED 6.000% 1/20/2012 21.73 FORD MOTOR CRED 6.000% 1/21/2014 20.03 FORD MOTOR CRED 6.000% 3/20/2014 14.86 FORD MOTOR CRED 6.000% 3/20/2014 20.79 FORD MOTOR CRED 6.000% 3/20/2014 18.94 FORD MOTOR CRED 6.000% 3/20/2014 26 FORD MOTOR CRED 6.000% 11/20/2014 25 FORD MOTOR CRED 6.000% 11/20/2014 25 FORD MOTOR CRED 6.050% 7/20/2010 34.02 FORD MOTOR CRED 6.050% 9/20/2010 39.18 FORD MOTOR CRED 6.050% 6/20/2011 29.01 FORD MOTOR CRED 6.050% 2/20/2014 26.5 FORD MOTOR CRED 6.050% 12/22/2014 26 FORD MOTOR CRED 6.050% 12/22/2014 26 FORD MOTOR CRED 6.050% 12/22/2014 26 FORD MOTOR CRED 6.050% 2/20/2015 22.5 FORD MOTOR CRED 6.100% 6/20/2011 48.15 FORD MOTOR CRED 6.150% 7/20/2010 40.31 FORD MOTOR CRED 6.150% 9/20/2010 39.28 FORD MOTOR CRED 6.150% 5/20/2011 25.76 FORD MOTOR CRED 6.150% 1/20/2015 18.5 FORD MOTOR CRED 6.200% 5/20/2011 34 FORD MOTOR CRED 6.200% 6/20/2011 30.74 FORD MOTOR CRED 6.200% 4/21/2014 15 FORD MOTOR CRED 6.250% 6/20/2011 36.1 FORD MOTOR CRED 6.250% 6/20/2011 36.5 FORD MOTOR CRED 6.250% 12/20/2013 28.25 FORD MOTOR CRED 6.250% 4/21/2014 22.92 FORD MOTOR CRED 6.250% 1/20/2015 22 FORD MOTOR CRED 6.300% 3/22/2010 45.78 FORD MOTOR CRED 6.300% 5/20/2010 40 FORD MOTOR CRED 6.300% 5/20/2014 27.01 FORD MOTOR CRED 6.350% 9/20/2010 46.23 FORD MOTOR CRED 6.350% 9/20/2010 39 FORD MOTOR CRED 6.350% 4/21/2014 23 FORD MOTOR CRED 6.400% 8/20/2010 36.79 FORD MOTOR CRED 6.500% 8/20/2010 46.3 FORD MOTOR CRED 6.500% 12/20/2013 26 FORD MOTOR CRED 6.500% 2/20/2015 20.82 FORD MOTOR CRED 6.500% 3/20/2015 21.67 FORD MOTOR CRED 6.550% 8/20/2010 35.69 FORD MOTOR CRED 6.550% 7/21/2014 28 FORD MOTOR CRED 6.600% 10/21/2013 32.72 FORD MOTOR CRED 6.650% 10/21/2013 29.5 FORD MOTOR CRED 6.650% 6/20/2014 25 FORD MOTOR CRED 6.750% 6/20/2014 24 FORD MOTOR CRED 6.800% 6/20/2014 21.78 FORD MOTOR CRED 6.850% 9/20/2013 28.5 FORD MOTOR CRED 6.850% 5/20/2014 18 FORD MOTOR CRED 6.850% 6/20/2014 20 FORD MOTOR CRED 6.950% 4/20/2010 35.64 FORD MOTOR CRED 6.950% 5/20/2014 23.76 FORD MOTOR CRED 7.000% 7/20/2010 58.28 FORD MOTOR CRED 7.000% 8/15/2012 28.87 FORD MOTOR CRED 7.050% 9/20/2013 30 FORD MOTOR CRED 7.100% 9/20/2010 39 FORD MOTOR CRED 7.100% 9/20/2013 22.89 FORD MOTOR CRED 7.100% 9/20/2013 21.75 FORD MOTOR CRED 7.150% 8/20/2010 52 FORD MOTOR CRED 7.150% 8/20/2010 53 FORD MOTOR CRED 7.250% 3/22/2010 66.29 FORD MOTOR CRED 7.250% 10/25/2011 51.12 FORD MOTOR CRED 7.250% 7/20/2017 18.88 FORD MOTOR CRED 7.250% 7/20/2017 18.78 FORD MOTOR CRED 7.375% 10/28/2009 71.02 FORD MOTOR CRED 7.375% 2/1/2011 58 FORD MOTOR CRED 7.400% 8/21/2017 20.76 FORD MOTOR CRED 7.720% 5/17/2010 37 FORD MOTOR CRED 7.875% 6/15/2010 61 FORD MOTOR CRED 8.625% 11/1/2010 55 FORD MOTOR CRED 9.750% 9/15/2010 62.94 FORD MOTOR CRED 9.875% 8/10/2011 55.94 FREESCALE SEMICO 10.125% 12/15/2016 32.1 FREMONT GEN CORP 7.875% 3/17/2009 40 GENCORP INC 4.000% 1/16/2024 68.32 GENERAL MOTORS 7.125% 7/15/2013 16.5 GENERAL MOTORS 7.200% 1/15/2011 17.88 GENERAL MOTORS 7.375% 5/23/2048 11 GENERAL MOTORS 7.400% 9/1/2025 15.97 GENERAL MOTORS 7.700% 4/15/2016 20 GENERAL MOTORS 8.100% 6/15/2024 16.22 GENERAL MOTORS 8.250% 7/15/2023 13 GENERAL MOTORS 8.375% 7/15/2033 14 GENERAL MOTORS 9.400% 7/15/2021 16.14 GENERAL MOTORS 9.450% 11/1/2011 21 GENWORTH FINL 6.150% 11/15/2066 15 GENWORTH GLOBAL 5.650% 7/15/2016 13 GENWORTH GLOBAL 6.100% 4/15/2033 15 GEORGIA GULF CRP 9.500% 10/15/2014 30.5 GGP LP 3.980% 4/15/2027 10.69 GMAC LLC 4.100% 3/15/2009 78.12 GMAC LLC 4.100% 3/15/2009 51.48 GMAC LLC 4.100% 3/15/2009 53.43 GMAC LLC 4.250% 3/15/2009 33.76 GMAC LLC 4.250% 3/15/2009 62 GMAC LLC 4.500% 4/15/2009 53.25 GMAC LLC 4.600% 4/15/2009 65.15 GMAC LLC 4.700% 5/15/2009 52.81 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5/15/2013 16.35 GMAC LLC 6.350% 4/15/2019 9 GMAC LLC 6.375% 6/15/2010 14.86 GMAC LLC 6.375% 1/15/2014 16 GMAC LLC 6.400% 3/15/2013 11.8 GMAC LLC 6.400% 12/15/2018 18 GMAC LLC 6.450% 2/15/2013 17 GMAC LLC 6.500% 6/15/2009 29.15 GMAC LLC 6.500% 10/15/2009 44 GMAC LLC 6.500% 3/15/2010 17.45 GMAC LLC 6.500% 5/15/2012 19.5 GMAC LLC 6.500% 7/15/2012 14 GMAC LLC 6.500% 2/15/2013 15 GMAC LLC 6.500% 3/15/2013 11 GMAC LLC 6.500% 4/15/2013 17 GMAC LLC 6.500% 5/15/2013 14.13 GMAC LLC 6.500% 6/15/2013 25 GMAC LLC 6.500% 8/15/2013 15 GMAC LLC 6.500% 11/15/2013 14.5 GMAC LLC 6.500% 6/15/2018 12.35 GMAC LLC 6.500% 11/15/2018 17.63 GMAC LLC 6.500% 12/15/2018 8.61 GMAC LLC 6.500% 12/15/2018 13 GMAC LLC 6.500% 5/15/2019 8.92 GMAC LLC 6.500% 1/15/2020 14.5 GMAC LLC 6.600% 8/15/2016 13.5 GMAC LLC 6.600% 5/15/2018 14.08 GMAC LLC 6.600% 6/15/2019 10.87 GMAC LLC 6.625% 10/15/2011 18.24 GMAC LLC 6.650% 6/15/2018 11.25 GMAC LLC 6.650% 10/15/2018 11.87 GMAC LLC 6.650% 10/15/2018 14 GMAC LLC 6.700% 6/15/2009 39.5 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LLC 6.800% 2/15/2013 10.61 GMAC LLC 6.800% 4/15/2013 15.11 GMAC LLC 6.800% 9/15/2018 8.1 GMAC LLC 6.800% 10/15/2018 13 GMAC LLC 6.850% 7/15/2009 51.41 GMAC LLC 6.850% 10/15/2009 39.12 GMAC LLC 6.850% 5/15/2018 15.8 GMAC LLC 6.875% 8/28/2012 37 GMAC LLC 6.875% 10/15/2012 20 GMAC LLC 6.875% 4/15/2013 29.74 GMAC LLC 6.875% 8/15/2016 14.38 GMAC LLC 6.875% 7/15/2018 13 GMAC LLC 6.900% 6/15/2009 44 GMAC LLC 6.900% 6/15/2017 13.86 GMAC LLC 6.900% 7/15/2018 12.88 GMAC LLC 6.900% 8/15/2018 13.1 GMAC LLC 6.950% 8/15/2009 35 GMAC LLC 6.950% 6/15/2017 13.03 GMAC LLC 7.000% 3/15/2009 89.82 GMAC LLC 7.000% 3/15/2009 93.55 GMAC LLC 7.000% 7/15/2009 43 GMAC LLC 7.000% 8/15/2009 41 GMAC LLC 7.000% 9/15/2009 39.24 GMAC LLC 7.000% 9/15/2009 35.86 GMAC LLC 7.000% 10/15/2009 42 GMAC LLC 7.000% 10/15/2009 36.9 GMAC LLC 7.000% 11/15/2009 42 GMAC LLC 7.000% 11/15/2009 39.5 GMAC LLC 7.000% 12/15/2009 35 GMAC LLC 7.000% 1/15/2010 50.53 GMAC LLC 7.000% 3/15/2010 36.98 GMAC LLC 7.000% 10/15/2011 20.8 GMAC LLC 7.000% 9/15/2012 16.5 GMAC LLC 7.000% 10/15/2012 14.75 GMAC LLC 7.000% 11/15/2012 16.5 GMAC LLC 7.000% 12/15/2012 14.42 GMAC LLC 7.000% 1/15/2013 12.38 GMAC LLC 7.000% 6/15/2017 14.5 GMAC LLC 7.000% 7/15/2017 11.5 GMAC LLC 7.000% 2/15/2018 10.61 GMAC LLC 7.000% 2/15/2018 13.51 GMAC LLC 7.000% 2/15/2018 12.75 GMAC LLC 7.000% 3/15/2018 10.6 GMAC LLC 7.000% 5/15/2018 14 GMAC LLC 7.000% 8/15/2018 13 GMAC LLC 7.000% 9/15/2018 10.91 GMAC LLC 7.000% 9/15/2021 14.5 GMAC LLC 7.000% 11/15/2023 14.5 GMAC LLC 7.000% 11/15/2024 12.05 GMAC LLC 7.000% 11/15/2024 14 GMAC LLC 7.050% 10/15/2009 40.11 GMAC LLC 7.050% 3/15/2018 14 GMAC LLC 7.050% 3/15/2018 14.1 GMAC LLC 7.050% 4/15/2018 10.6 GMAC LLC 7.100% 9/15/2012 14 GMAC LLC 7.100% 1/15/2013 14 GMAC LLC 7.100% 1/15/2013 17.5 GMAC LLC 7.125% 8/15/2009 39.5 GMAC LLC 7.125% 8/15/2012 18.5 GMAC LLC 7.125% 12/15/2012 15.5 GMAC LLC 7.125% 10/15/2017 15 GMAC LLC 7.150% 8/15/2009 29 GMAC LLC 7.150% 8/15/2010 53.72 GMAC LLC 7.150% 11/15/2012 14.18 GMAC LLC 7.150% 9/15/2018 14 GMAC LLC 7.150% 1/15/2025 14.5 GMAC LLC 7.200% 8/15/2009 30.9 GMAC LLC 7.200% 10/15/2017 14.72 GMAC LLC 7.200% 10/15/2017 11.38 GMAC LLC 7.250% 11/15/2009 38 GMAC LLC 7.250% 8/15/2012 15.5 GMAC LLC 7.250% 12/15/2012 16.5 GMAC LLC 7.250% 12/15/2012 15.5 GMAC LLC 7.250% 9/15/2017 9.9 GMAC LLC 7.250% 9/15/2017 13.7 GMAC LLC 7.250% 9/15/2017 15 GMAC LLC 7.250% 9/15/2017 15.4 GMAC LLC 7.250% 1/15/2018 14 GMAC LLC 7.250% 4/15/2018 18 GMAC LLC 7.250% 4/15/2018 10.46 GMAC LLC 7.250% 8/15/2018 14 GMAC LLC 7.250% 8/15/2018 9.07 GMAC LLC 7.250% 9/15/2018 10 GMAC LLC 7.250% 1/15/2025 15.15 GMAC LLC 7.300% 12/15/2017 12 GMAC LLC 7.300% 1/15/2018 14 GMAC LLC 7.300% 1/15/2018 11.41 GMAC LLC 7.350% 4/15/2018 11.5 GMAC LLC 7.375% 11/15/2016 14 GMAC LLC 7.375% 4/15/2018 11.63 GMAC LLC 7.400% 12/15/2017 11.75 GMAC LLC 7.500% 10/15/2012 13 GMAC LLC 7.500% 11/15/2016 9.84 GMAC LLC 7.500% 8/15/2017 14.5 GMAC LLC 7.500% 11/15/2017 10.5 GMAC LLC 7.500% 11/15/2017 16 GMAC LLC 7.500% 12/15/2017 14 GMAC LLC 7.550% 8/15/2010 27 GMAC LLC 7.625% 11/15/2012 16.3 GMAC LLC 7.700% 8/15/2010 27 GMAC LLC 7.700% 8/15/2010 35 GMAC LLC 7.750% 10/15/2012 13 GMAC LLC 7.750% 10/15/2017 16.1 GMAC LLC 7.850% 8/15/2010 56.24 GMAC LLC 7.875% 11/15/2012 15.5 GMAC LLC 8.000% 6/15/2010 14.86 GMAC LLC 8.000% 6/15/2010 25.61 GMAC LLC 8.000% 6/15/2010 25 GMAC LLC 8.000% 7/15/2010 21.38 GMAC LLC 8.000% 7/15/2010 19.8 GMAC LLC 8.000% 9/15/2010 26.95 GMAC LLC 8.000% 8/15/2015 16 GMAC LLC 8.000% 10/15/2017 10.67 GMAC LLC 8.000% 11/15/2017 15 GMAC LLC 8.050% 4/15/2010 30 GMAC LLC 8.125% 9/15/2009 81.52 GMAC LLC 8.125% 11/15/2017 15.13 GMAC LLC 8.200% 7/15/2010 24.8 GMAC LLC 8.250% 9/15/2012 20.27 GMAC LLC 8.400% 4/15/2010 22 GMAC LLC 8.400% 8/15/2015 25.1 GMAC LLC 8.400% 8/15/2015 15.1 GMAC LLC 8.500% 5/15/2010 31 GMAC LLC 8.500% 5/15/2010 31.49 GMAC LLC 8.500% 10/15/2010 42.85 GMAC LLC 8.500% 10/15/2010 40.5 GMAC LLC 8.500% 8/15/2015 17 GMAC LLC 8.650% 8/15/2015 14 GMAC LLC 8.875% 6/1/2010 50.42 GMAC LLC 9.000% 7/15/2015 12.2 HARRAHS OPER CO 5.375% 12/15/2013 20.44 HARRAHS OPER CO 5.500% 7/1/2010 61.94 HARRAHS OPER CO 5.625% 6/1/2015 15.93 HARRAHS OPER CO 5.750% 10/1/2017 13.53 HARRAHS OPER CO 6.500% 6/1/2016 17.52 HARRAHS OPER CO 8.000% 2/1/2011 36 HARRAHS OPER CO 10.750% 2/1/2016 27.36 HARRY & DAVID OP 9.000% 3/1/2013 40 HAWAIIAN TELCOM 9.750% 5/1/2013 8.38 HAWAIIAN TELCOM 12.500% 5/1/2015 1.63 HAWKER BEECHCRAF 9.750% 4/1/2017 25.5 HEADWATERS INC 2.875% 6/1/2016 47.55 HERTZ CORP 6.350% 6/15/2010 65 HEXION US/NOVA 9.750% 11/15/2014 29.5 HILTON HOTELS 7.200% 12/15/2009 82 HILTON HOTELS 7.500% 12/15/2017 22 HILTON HOTELS 7.625% 12/1/2012 40 HINES NURSERIES 10.250% 10/1/2011 26.5 HUMAN GENOME 2.250% 10/15/2011 27.73 HUMAN GENOME 2.250% 8/15/2012 24.94 HUTCHINSON TECH 3.250% 1/15/2026 26.89 IDEARC INC 8.000% 11/15/2016 8.63 IDLEAIRE TECH CP 13.000% 12/15/2012 0.25 INCYTE CORP 3.500% 2/15/2011 51.03 INDALEX HOLD 11.500% 2/1/2014 10.88 INN OF THE MOUNT 12.000% 11/15/2010 39.63 INTCOMEX INC 11.750% 1/15/2011 37 INTL LEASE FIN 4.350% 6/15/2010 64 INTL LEASE FIN 4.800% 6/15/2010 52.13 INTL LEASE FIN 4.950% 11/15/2009 70.75 INTL LEASE FIN 4.950% 3/15/2010 69 INTL LEASE FIN 5.000% 6/15/2012 20 INTL LEASE FIN 5.050% 3/15/2010 40.02 INTL LEASE FIN 5.250% 8/15/2009 70.01 INTL LEASE FIN 5.350% 4/15/2011 15 INTL LEASE FIN 5.500% 4/15/2012 22.5 INTL LEASE FIN 5.950% 4/15/2013 22.25 INTL LEASE FIN 6.250% 7/15/2010 43.31 INTL LEASE FIN 7.250% 7/15/2010 60 ISOLAGEN INC 3.500% 11/1/2024 15 ISTAR FINANCIAL 5.375% 4/15/2010 46.47 ISTAR FINANCIAL 5.800% 3/15/2011 55.02 ISTAR FINANCIAL 5.950% 10/15/2013 31.06 ISTAR FINANCIAL 6.000% 12/15/2010 49 JEFFERSON SMURFI 7.500% 6/1/2013 20 JEFFERSON SMURFI 8.250% 10/1/2012 20.5 K HOVNANIAN ENTR 6.250% 1/15/2015 23 K HOVNANIAN ENTR 6.375% 12/15/2014 31.1 K HOVNANIAN ENTR 6.500% 1/15/2014 26.13 K HOVNANIAN ENTR 7.500% 5/15/2016 23.5 K HOVNANIAN ENTR 7.750% 5/15/2013 25 K HOVNANIAN ENTR 8.000% 4/1/2012 33 K HOVNANIAN ENTR 8.625% 1/15/2017 22 K HOVNANIAN ENTR 8.875% 4/1/2012 35 KAR HOLDINGS 10.000% 5/1/2015 31 KELLWOOD CO 7.625% 10/15/2017 8.26 KELLWOOD CO 7.875% 7/15/2009 47.5 KEMET CORP 2.250% 11/15/2026 18.5 KEYSTONE AUTO OP 9.750% 11/1/2013 38.5 KNIGHT RIDDER 4.625% 11/1/2014 17.69 KNIGHT RIDDER 7.125% 6/1/2011 27.06 KNIGHT RIDDER 7.150% 11/1/2027 20 LANDAMERICA 3.125% 11/15/2033 16 LANDAMERICA 3.250% 5/15/2034 16 LAZYDAYS RV 11.750% 5/15/2012 11.88 LEAR CORP 8.500% 12/1/2013 29 LEHMAN BROS HLDG 0.250% 6/29/2012 8.63 LEHMAN BROS HLDG 2.000% 8/1/2013 8.63 LEHMAN BROS HLDG 3.950% 11/10/2009 6 LEHMAN BROS HLDG 4.000% 8/3/2009 6 LEHMAN BROS HLDG 4.000% 4/16/2019 3.75 LEHMAN BROS HLDG 4.250% 1/27/2010 8.7 LEHMAN BROS HLDG 4.375% 11/30/2010 9 LEHMAN BROS HLDG 4.500% 7/26/2010 8.4 LEHMAN BROS HLDG 4.500% 8/3/2011 9.35 LEHMAN BROS HLDG 4.700% 3/6/2013 1.05 LEHMAN BROS HLDG 4.800% 2/27/2013 3 LEHMAN BROS HLDG 4.800% 3/13/2014 8.13 LEHMAN BROS HLDG 4.800% 6/24/2023 5.19 LEHMAN BROS HLDG 5.000% 1/14/2011 9.75 LEHMAN BROS HLDG 5.000% 1/22/2013 9.53 LEHMAN BROS HLDG 5.000% 2/11/2013 2 LEHMAN BROS HLDG 5.000% 3/27/2013 2 LEHMAN BROS HLDG 5.000% 6/26/2015 4.25 LEHMAN BROS HLDG 5.000% 8/5/2015 5 LEHMAN BROS HLDG 5.000% 12/18/2015 5.17 LEHMAN BROS HLDG 5.000% 5/28/2023 1.83 LEHMAN BROS HLDG 5.000% 5/30/2023 1.36 LEHMAN BROS HLDG 5.000% 6/10/2023 4.5 LEHMAN BROS HLDG 5.000% 6/17/2023 4.45 LEHMAN BROS HLDG 5.100% 1/28/2013 4 LEHMAN BROS HLDG 5.100% 2/15/2020 1.3 LEHMAN BROS HLDG 5.150% 2/4/2015 7.06 LEHMAN BROS HLDG 5.200% 5/13/2020 1.14 LEHMAN BROS HLDG 5.250% 2/6/2012 8.45 LEHMAN BROS HLDG 5.250% 2/11/2015 3.75 LEHMAN BROS HLDG 5.250% 3/8/2020 3 LEHMAN BROS HLDG 5.250% 5/20/2023 1.34 LEHMAN BROS HLDG 5.350% 2/25/2018 2.67 LEHMAN BROS HLDG 5.350% 3/13/2020 4 LEHMAN BROS HLDG 5.350% 6/14/2030 1.2 LEHMAN BROS HLDG 5.375% 5/6/2023 4.6 LEHMAN BROS HLDG 5.400% 3/6/2020 2.88 LEHMAN BROS HLDG 5.400% 3/20/2020 1.1 LEHMAN BROS HLDG 5.400% 3/30/2029 3.81 LEHMAN BROS HLDG 5.400% 6/21/2030 2.31 LEHMAN BROS HLDG 5.450% 3/15/2025 4.6 LEHMAN BROS HLDG 5.450% 4/6/2029 5.2 LEHMAN BROS HLDG 5.450% 2/22/2030 2 LEHMAN BROS HLDG 5.450% 7/19/2030 2.33 LEHMAN BROS HLDG 5.450% 9/20/2030 5.97 LEHMAN BROS HLDG 5.500% 4/4/2016 9 LEHMAN BROS HLDG 5.500% 2/4/2018 4.75 LEHMAN BROS HLDG 5.500% 2/19/2018 4.6 LEHMAN BROS HLDG 5.500% 11/4/2018 5.1 LEHMAN BROS HLDG 5.500% 2/27/2020 7.07 LEHMAN BROS HLDG 5.500% 8/19/2020 1.1 LEHMAN BROS HLDG 5.500% 3/14/2023 2.88 LEHMAN BROS HLDG 5.500% 4/8/2023 4.6 LEHMAN BROS HLDG 5.500% 4/15/2023 1.83 LEHMAN BROS HLDG 5.500% 4/23/2023 1.15 LEHMAN BROS HLDG 5.500% 8/5/2023 5.25 LEHMAN BROS HLDG 5.500% 10/7/2023 5 LEHMAN BROS HLDG 5.500% 1/27/2029 5.06 LEHMAN BROS HLDG 5.500% 2/3/2029 7.06 LEHMAN BROS HLDG 5.500% 8/2/2030 1.1 LEHMAN BROS HLDG 5.550% 2/11/2018 7.2 LEHMAN BROS HLDG 5.550% 3/9/2029 4.75 LEHMAN BROS HLDG 5.550% 1/25/2030 2.78 LEHMAN BROS HLDG 5.550% 9/27/2030 1.01 LEHMAN BROS HLDG 5.550% 12/31/2034 2.38 LEHMAN BROS HLDG 5.600% 1/22/2018 4.38 LEHMAN BROS HLDG 5.600% 9/23/2023 10 LEHMAN BROS HLDG 5.600% 2/17/2029 1.32 LEHMAN BROS HLDG 5.600% 2/24/2029 4.75 LEHMAN BROS HLDG 5.600% 3/2/2029 1.3 LEHMAN BROS HLDG 5.600% 2/25/2030 2.02 LEHMAN BROS HLDG 5.600% 5/3/2030 1.35 LEHMAN BROS HLDG 5.625% 1/24/2013 10.25 LEHMAN BROS HLDG 5.625% 3/15/2030 1.35 LEHMAN BROS HLDG 5.650% 11/23/2029 1.77 LEHMAN BROS HLDG 5.650% 8/16/2030 1.78 LEHMAN BROS HLDG 5.650% 12/31/2034 2.38 LEHMAN BROS HLDG 5.700% 1/28/2018 5.1 LEHMAN BROS HLDG 5.700% 2/10/2029 2 LEHMAN BROS HLDG 5.700% 4/13/2029 1.67 LEHMAN BROS HLDG 5.700% 9/7/2029 2.02 LEHMAN BROS HLDG 5.700% 12/14/2029 3 LEHMAN BROS HLDG 5.750% 4/25/2011 8 LEHMAN BROS HLDG 5.750% 7/18/2011 10.5 LEHMAN BROS HLDG 5.750% 5/17/2013 8.5 LEHMAN BROS HLDG 5.750% 3/27/2023 1.77 LEHMAN BROS HLDG 5.750% 10/15/2023 1.28 LEHMAN BROS HLDG 5.750% 10/21/2023 1.33 LEHMAN BROS HLDG 5.750% 11/12/2023 2.1 LEHMAN BROS HLDG 5.750% 11/25/2023 1.1 LEHMAN BROS HLDG 5.750% 12/16/2028 5.1 LEHMAN BROS HLDG 5.750% 12/23/2028 1.3 LEHMAN BROS HLDG 5.750% 8/24/2029 1.34 LEHMAN BROS HLDG 5.750% 9/14/2029 3 LEHMAN BROS HLDG 5.750% 10/12/2029 1.14 LEHMAN BROS HLDG 5.750% 3/29/2030 3 LEHMAN BROS HLDG 5.800% 9/3/2020 6.25 LEHMAN BROS HLDG 5.800% 10/25/2030 1.67 LEHMAN BROS HLDG 5.850% 11/8/2030 1.69 LEHMAN BROS HLDG 5.875% 11/15/2017 7.5 LEHMAN BROS HLDG 5.900% 5/4/2029 0.72 LEHMAN BROS HLDG 5.900% 2/7/2031 1.56 LEHMAN BROS HLDG 5.950% 12/20/2030 2.29 LEHMAN BROS HLDG 6.000% 7/19/2012 9 LEHMAN BROS HLDG 6.000% 1/22/2020 1.1 LEHMAN BROS HLDG 6.000% 2/12/2020 2 LEHMAN BROS HLDG 6.000% 1/29/2021 2.5 LEHMAN BROS HLDG 6.000% 10/23/2028 1.1 LEHMAN BROS HLDG 6.000% 11/18/2028 1.8 LEHMAN BROS HLDG 6.000% 5/11/2029 4.6 LEHMAN BROS HLDG 6.000% 7/20/2029 2.51 LEHMAN BROS HLDG 6.000% 3/21/2031 7.7 LEHMAN BROS HLDG 6.000% 4/30/2034 3 LEHMAN BROS HLDG 6.000% 7/30/2034 1.1 LEHMAN BROS HLDG 6.000% 2/21/2036 2.33 LEHMAN BROS HLDG 6.000% 2/24/2036 2.76 LEHMAN BROS HLDG 6.000% 2/12/2037 1.31 LEHMAN BROS HLDG 6.050% 6/29/2029 5 LEHMAN BROS HLDG 6.100% 8/12/2023 1.33 LEHMAN BROS HLDG 6.150% 4/11/2031 2.34 LEHMAN BROS HLDG 6.200% 9/26/2014 9.5 LEHMAN BROS HLDG 6.200% 6/15/2027 3.03 LEHMAN BROS HLDG 6.200% 5/25/2029 2.38 LEHMAN BROS HLDG 6.250% 2/5/2021 3.03 LEHMAN BROS HLDG 6.250% 2/22/2023 3.81 LEHMAN BROS HLDG 6.300% 3/27/2037 1.1 LEHMAN BROS HLDG 6.400% 10/11/2022 4.35 LEHMAN BROS HLDG 6.400% 12/19/2036 7 LEHMAN BROS HLDG 6.500% 2/28/2023 4.5 LEHMAN BROS HLDG 6.500% 3/6/2023 4 LEHMAN BROS HLDG 6.500% 9/20/2027 4 LEHMAN BROS HLDG 6.500% 10/18/2027 2 LEHMAN BROS HLDG 6.500% 10/25/2027 4.5 LEHMAN BROS HLDG 6.500% 11/15/2032 7.06 LEHMAN BROS HLDG 6.500% 1/17/2033 4 LEHMAN BROS HLDG 6.500% 12/22/2036 3.5 LEHMAN BROS HLDG 6.500% 2/13/2037 2 LEHMAN BROS HLDG 6.500% 6/21/2037 2.03 LEHMAN BROS HLDG 6.500% 7/13/2037 7.75 LEHMAN BROS HLDG 6.600% 10/3/2022 3.9 LEHMAN BROS HLDG 6.600% 6/18/2027 6 LEHMAN BROS HLDG 6.625% 1/18/2012 8 LEHMAN BROS HLDG 6.625% 7/27/2027 3.5 LEHMAN BROS HLDG 6.750% 12/28/2017 0.01 LEHMAN BROS HLDG 6.750% 7/1/2022 7.07 LEHMAN BROS HLDG 6.750% 11/22/2027 4.5 LEHMAN BROS HLDG 6.750% 3/11/2033 2 LEHMAN BROS HLDG 6.750% 10/26/2037 3 LEHMAN BROS HLDG 6.800% 9/7/2032 3 LEHMAN BROS HLDG 6.850% 8/16/2032 4.25 LEHMAN BROS HLDG 6.850% 8/23/2032 8 LEHMAN BROS HLDG 6.875% 5/2/2018 11.13 LEHMAN BROS HLDG 6.875% 7/17/2037 0 LEHMAN BROS HLDG 6.900% 9/1/2032 6.5 LEHMAN BROS HLDG 6.900% 6/20/2036 7.5 LEHMAN BROS HLDG 7.000% 5/12/2023 2.67 LEHMAN BROS HLDG 7.000% 9/27/2027 9.25 LEHMAN BROS HLDG 7.000% 10/4/2032 3 LEHMAN BROS HLDG 7.000% 7/27/2037 8.9 LEHMAN BROS HLDG 7.000% 9/28/2037 3.25 LEHMAN BROS HLDG 7.000% 11/16/2037 3 LEHMAN BROS HLDG 7.000% 12/28/2037 6.5 LEHMAN BROS HLDG 7.000% 1/31/2038 4 LEHMAN BROS HLDG 7.000% 2/1/2038 3.93 LEHMAN BROS HLDG 7.000% 2/7/2038 5.1 LEHMAN BROS HLDG 7.000% 2/8/2038 2.88 LEHMAN BROS HLDG 7.000% 4/22/2038 3 LEHMAN BROS HLDG 7.050% 2/27/2038 3.5 LEHMAN BROS HLDG 7.100% 3/25/2038 9 LEHMAN BROS HLDG 7.250% 2/27/2038 3.6 LEHMAN BROS HLDG 7.250% 4/29/2038 2 LEHMAN BROS HLDG 7.350% 5/6/2038 4.75 LEHMAN BROS HLDG 7.730% 10/15/2023 9.5 LEHMAN BROS HLDG 7.875% 11/1/2009 8 LEHMAN BROS HLDG 7.875% 8/15/2010 8 LEHMAN BROS HLDG 8.000% 3/17/2023 8.63 LEHMAN BROS HLDG 8.050% 1/15/2019 5 LEHMAN BROS HLDG 8.500% 8/1/2015 8.25 LEHMAN BROS HLDG 8.500% 6/15/2022 5.25 LEHMAN BROS HLDG 8.800% 3/1/2015 8.56 LEHMAN BROS HLDG 8.920% 2/16/2017 7 LEHMAN BROS HLDG 9.000% 12/28/2022 8.63 LEHMAN BROS HLDG 9.500% 12/28/2022 4 LEHMAN BROS HLDG 9.500% 1/30/2023 4 LEHMAN BROS HLDG 9.500% 2/27/2023 3.06 LEHMAN BROS HLDG 10.000% 3/13/2023 8.4 LEHMAN BROS HLDG 10.375% 5/24/2024 5.22 LEHMAN BROS HLDG 11.000% 10/25/2017 3.16 LEHMAN BROS HLDG 11.000% 6/22/2022 4.75 LEHMAN BROS HLDG 11.000% 3/17/2028 9.7 LEHMAN BROS HLDG 11.500% 9/26/2022 4.75 LEHMAN BROS HLDG 12.120% 9/11/2009 8.63 LEHMAN BROS HLDG 18.000% 7/14/2023 4 LEVEL 3 COMM INC 3.500% 6/15/2012 35.18 LEVEL 3 COMM INC 5.250% 12/15/2011 40.5 LEVEL 3 COMM INC 6.000% 3/15/2010 68.4 LEVEL 3 COMM INC 11.500% 3/1/2010 57.2 LITHIA MOTORS 2.875% 5/1/2014 83.75 LOCAL INSIGHT 11.000% 12/1/2017 25 MAGMA DESIGN 2.000% 5/15/2010 57.75 MAGNA ENTERTAINM 8.550% 6/15/2010 46 MAJESTIC STAR 9.500% 10/15/2010 28.38 MAJESTIC STAR 9.750% 1/15/2011 1.15 MASONITE CORP 11.000% 4/6/2015 8.5 MERISANT CO 9.500% 7/15/2013 12.38 MERITOR AUTO 6.800% 2/15/2009 90 MERIX CORP 4.000% 5/15/2013 25.25 MERRILL LYNCH 7.410% 3/9/2011 83 MERRILL LYNCH 12.000% 3/26/2010 18.6 METALDYNE CORP 10.000% 11/1/2013 20.75 METALDYNE CORP 11.000% 6/15/2012 7.4 MFCCN-CALL01/09 5.050% 1/15/2015 94.17 MFCCN-CALL01/09 5.600% 1/15/2029 82.75 MFCCN-CALL01/09 5.600% 1/15/2029 84.9 MFCCN-CALL01/09 5.750% 1/15/2029 97.2 MFCCN-CALL01/09 5.850% 10/15/2028 91 MFCCN-CALL01/09 5.900% 10/15/2028 85 MGM MIRAGE 8.375% 2/1/2011 55.25 MGM MIRAGE 8.375% 2/1/2011 55.25 MICHAELS STORES 11.375% 11/1/2016 28 MILLENNIUM AMER 7.625% 11/15/2026 6.25 MOMENTIVE PERFOR 11.500% 12/1/2016 28 MORRIS PUBLISH 7.000% 8/1/2013 11 MUZAK LLC 9.875% 3/15/2009 87.1 MUZAK LLC/FIN 10.000% 2/15/2009 79.5 NATL FINANCIAL 0.750% 2/1/2012 29.06 NAVISTAR FINL CP 4.750% 4/1/2009 88 NCI BLDG SYSTEMS 2.125% 11/15/2024 74.5 NCI BLDG SYSTEMS 2.125% 11/15/2024 70.39 NEBRASKA BOOK CO 8.625% 3/15/2012 45 NEFF CORP 10.000% 6/1/2015 15 NETWORK COMMUNIC 10.750% 12/1/2013 27.01 NEW PLAN EXCEL 4.500% 2/1/2011 26.5 NEW PLAN EXCEL 5.125% 9/15/2012 20 NEW PLAN EXCEL 7.400% 9/15/2009 44 NEW PLAN EXCEL 7.500% 7/30/2029 8.45 NEW PLAN REALTY 6.900% 2/15/2028 12.19 NEW PLAN REALTY 7.650% 11/2/2026 7 NEW PLAN REALTY 7.680% 11/2/2026 11 NEW PLAN REALTY 7.970% 8/14/2026 9.1 NEWARK GROUP INC 9.750% 3/15/2014 5 NEWPAGE CORP 10.000% 5/1/2012 41 NEWPAGE CORP 12.000% 5/1/2013 25 NORTEK INC 8.500% 9/1/2014 23 NORTH ATL TRADNG 9.250% 3/1/2012 36.25 NORTHERN TEL CAP 7.875% 6/15/2026 12.45 NTK HOLDINGS INC 0.000% 3/1/2014 21.38 NUVEEN INVEST 5.000% 9/15/2010 42 NUVEEN INVEST 5.500% 9/15/2015 21.73 OSCIENT PHARM 3.500% 4/15/2011 9.25 OSI RESTAURANT 10.000% 6/15/2015 16 PALM HARBOR 3.250% 5/15/2024 35 PARK PLACE ENT 7.500% 9/1/2009 35.1 PARK PLACE ENT 7.875% 3/15/2010 63 PARK PLACE ENT 8.125% 5/15/2011 45 PFG-CALL01/09 4.000% 7/15/2009 95.77 PFG-CALL01/09 4.500% 7/15/2010 97.5 PFG-CALL01/09 4.500% 7/15/2010 95 PFG-CALL01/09 5.100% 7/15/2015 78.7 PFG-CALL01/09 5.150% 7/15/2015 86 PFG-CALL01/09 5.250% 7/15/2020 81.55 PFG-CALL01/09 5.400% 1/15/2014 92.15 PFG-CALL01/09 5.500% 1/17/2017 87.25 PFG-CALL01/09 5.550% 1/17/2017 72.5 PFG-CALL01/09 5.600% 1/17/2017 84.5 PHH CORP 6.450% 4/15/2010 60 PHH CORP 6.700% 4/15/2010 63.38 PHH CORP 7.850% 4/15/2018 16 PILGRIMS PRIDE 9.250% 11/15/2013 1 PILGRIM'S PRIDE 8.375% 5/1/2017 5.5 PINNACLE AIRLINE 3.250% 2/15/2025 66.5 PLIANT CORP 11.125% 9/1/2009 15 PLY GEM INDS 9.000% 2/15/2012 25.5 POLYONE CORP 8.875% 5/1/2012 51.93 POWERWAVE TECH 1.875% 11/15/2024 20 PREGIS CORP 12.375% 10/15/2013 40.5 PRIMUS TELECOM 3.750% 9/15/2010 17 PRIMUS TELECOM 8.000% 1/15/2014 7.03 PRIMUS TELECOMM 14.250% 5/20/2011 15.5 PROLOGIS 2.250% 4/1/2037 42 PROLOGIS 7.875% 5/15/2009 57 PROVIDENCE SERV 6.500% 5/15/2014 17.5 QUALITY DISTRIBU 9.000% 11/15/2010 32.5 QUANTUM CORP 4.375% 8/1/2010 60 RADIAN GROUP 7.750% 6/1/2011 44.1 RADIO ONE INC 6.375% 2/15/2013 30 RADIO ONE INC 8.875% 7/1/2011 51 RAFAELLA APPAREL 11.250% 6/15/2011 38.75 RAIT FINANCIAL 6.875% 4/15/2027 33.75 RATHGIBSON INC 11.250% 2/15/2014 22.25 RAYOVAC CORP 8.500% 10/1/2013 8.7 READER'S DIGEST 9.000% 2/15/2017 7.63 REAL MEX RESTAUR 10.000% 4/1/2010 81.5 REALOGY CORP 10.500% 4/15/2014 18 REALOGY CORP 12.375% 4/15/2015 14 REEBOK INTL LTD 2.000% 5/1/2024 67 RESIDENTIAL CAP 8.000% 2/22/2011 14.5 RESIDENTIAL CAP 8.375% 6/30/2010 20.5 RESIDENTIAL CAP 8.500% 6/1/2012 14.5 RESIDENTIAL CAP 8.500% 4/17/2013 14 RESIDENTIAL CAP 8.875% 6/30/2015 14.5 RESIDENTIAL CAP 9.625% 5/15/2015 14.95 REXNORD CORP 10.125% 12/15/2012 11.5 RH DONNELLEY 6.875% 1/15/2013 12.25 RH DONNELLEY 8.875% 1/15/2016 12.63 RH DONNELLEY 8.875% 10/15/2017 15.35 RH DONNELLEY INC 11.750% 5/15/2015 31.91 RITE AID CORP 6.875% 8/15/2013 27.25 RITE AID CORP 7.700% 2/15/2027 19.25 RITE AID CORP 8.500% 5/15/2015 28.75 RITE AID CORP 8.625% 3/1/2015 33 ROTECH HEALTHCA 9.500% 4/1/2012 21 ROUSE COMPANY 7.200% 9/15/2012 26.97 SABRE HOLDINGS 8.350% 3/15/2016 20 SABRE HOLDINGS 7.350% 8/1/2011 30 SCOTIA PAC CO 7.110% 1/20/2014 28.5 SEARS ROEBUCK AC 7.400% 12/15/2012 38.25 SEARS ROEBUCK AC 7.500% 1/15/2013 38 SECURUS TECH 11.000% 9/1/2011 49.65 SEITEL INC 9.750% 2/15/2014 35.1 SERVICEMASTER CO 7.100% 3/1/2018 16 SERVICEMASTER CO 7.450% 8/15/2027 15 SIMMONS CO 7.875% 1/15/2014 29.5 SINCLAIR BROAD 3.000% 5/15/2027 50.5 SIRIUS SATELLITE 2.500% 2/15/2009 79.75 SIRIUS SATELLITE 3.250% 10/15/2011 24.63 SIRIUS SATELLITE 9.625% 8/1/2013 18.66 SIX FLAGS INC 4.500% 5/15/2015 9 SIX FLAGS INC 9.625% 6/1/2014 18.5 SIX FLAGS INC 9.750% 4/15/2013 20 SLM CORP 4.400% 9/15/2011 22 SMURFIT-STONE 8.000% 3/15/2017 22.25 SONIC AUTOMOTIVE 5.250% 5/7/2009 93 SOUTHWN ENERGY 7.625% 5/1/2027 90 SPACEHAB INC 5.500% 10/15/2010 58.2 SPECTRUM BRANDS 7.375% 2/1/2015 18.5 STANLEY-MARTIN 9.750% 8/15/2015 29.5 STATION CASINOS 6.000% 4/1/2012 23.5 STATION CASINOS 6.500% 2/1/2014 7 STATION CASINOS 6.625% 3/15/2018 5.5 STATION CASINOS 6.875% 3/1/2016 15.27 STATION CASINOS 7.750% 8/15/2016 23 STONE CONTAINER 8.375% 7/1/2012 19.5 TEKNI-PLEX INC 12.750% 6/15/2010 73.25 THORNBURG MTG 8.000% 5/15/2013 16.63 TIMES MIRROR CO 6.610% 9/15/2027 4.68 TIMES MIRROR CO 7.250% 3/1/2013 2.8 TIMES MIRROR CO 7.250% 11/15/2096 2 TIMES MIRROR CO 7.500% 7/1/2023 3 TOUSA INC 9.000% 7/1/2010 2 TOUSA INC 9.000% 7/1/2010 3.93 TOYS R US 7.625% 8/1/2011 48.5 TRANSMERIDIAN EX 12.000% 12/15/2010 35.5 TRAVELPORT LLC 9.875% 9/1/2014 35.5 TRAVELPORT LLC 11.875% 9/1/2016 27 TRIBUNE CO 4.875% 8/15/2010 5 TRIBUNE CO 5.250% 8/15/2015 4.06 TRIBUNE CO 5.670% 12/8/2008 1.05 TRONOX WORLDWIDE 9.500% 12/1/2012 10 TRUE TEMPER 8.375% 9/15/2011 34 TRUMP ENTERTNMNT 8.500% 6/1/2015 13.03 UAL CORP 4.500% 6/30/2021 47.97 UAL CORP 5.000% 2/1/2021 48 UNISYS CORP 6.875% 3/15/2010 44.5 UNISYS CORP 8.000% 10/15/2012 32.82 US LEASING INTL 6.000% 9/6/2011 25 USFREIGHTWAYS 8.500% 4/15/2010 55.05 VEECO INSTRUMENT 4.125% 12/21/2008 98 VERASUN ENERGY 9.375% 6/1/2017 11.5 VERENIUM CORP 5.500% 4/1/2027 19.09 VERSO PAPER 11.375% 8/1/2016 29.75 VESTA INSUR GRP 8.750% 7/15/2025 1 VICORP RESTAURNT 10.500% 4/15/2011 0.13 VION PHARM INC 7.750% 2/15/2012 22 VISTEON CORP 7.000% 3/10/2014 13 VISTEON CORP 8.250% 8/1/2010 28 VITESSE SEMICOND 1.500% 10/1/2024 51 WASH MUT BANK NV 5.550% 6/16/2010 22.75 WASH MUT BANK NV 5.950% 5/20/2013 1 WASH MUTUAL INC 4.200% 1/15/2010 58.57 WASH MUTUAL INC 4.625% 4/1/2014 17 WASH MUTUAL INC 7.250% 11/1/2017 16.6 WASH MUTUAL INC 8.250% 4/1/2010 16.5 WCI COMMUNITIES 6.625% 3/15/2015 10 WCI COMMUNITIES 7.875% 10/1/2013 2 WCI COMMUNITIES 9.125% 5/1/2012 9.1 WILLIAM LYON 7.500% 2/15/2014 17 WILLIAM LYON 7.625% 12/15/2012 29 WILLIAM LYON 10.750% 4/1/2013 16.19 WIMAR OP LLC/FIN 9.625% 12/15/2014 1.06 WOLVERINE TUBE 10.500% 4/1/2009 80.5 XM SATELLITE 9.750% 5/1/2014 34.87 XM SATELLITE 10.000% 12/1/2009 37.38 XM SATELLITE 13.000% 8/1/2013 24.91 YOUNG BROADCSTNG 8.750% 1/15/2014 2.08 YOUNG BROADCSTNG 10.000% 3/1/2011 1 ********* 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 ***