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
GMAC LLC                 4.850%       5/15/2009       48.9
GMAC LLC                 4.900%      10/15/2009       38.8
GMAC LLC                 4.900%      10/15/2009      39.15
GMAC LLC                 4.950%      10/15/2009         40
GMAC LLC                 5.000%       8/15/2009       26.9
GMAC LLC                 5.000%       8/15/2009       33.5
GMAC LLC                 5.000%       9/15/2009       32.7
GMAC LLC                 5.000%       9/15/2009      33.82
GMAC LLC                 5.000%       9/15/2009         38
GMAC LLC                 5.000%      10/15/2009      27.65
GMAC LLC                 5.050%       7/15/2009      36.65
GMAC LLC                 5.100%       7/15/2009         33
GMAC LLC                 5.100%       8/15/2009      33.75
GMAC LLC                 5.100%       9/15/2009      33.15
GMAC LLC                 5.200%      11/15/2009      33.88
GMAC LLC                 5.200%      11/15/2009       38.5
GMAC LLC                 5.250%       5/15/2009      46.48
GMAC LLC                 5.250%       7/15/2009       39.9
GMAC LLC                 5.250%       7/15/2009      31.15
GMAC LLC                 5.250%       8/15/2009         38
GMAC LLC                 5.250%       8/15/2009       39.5
GMAC LLC                 5.250%      11/15/2009      31.65
GMAC LLC                 5.250%      11/15/2009         38
GMAC LLC                 5.250%       1/15/2014         15
GMAC LLC                 5.300%       1/15/2010      33.06
GMAC LLC                 5.350%      11/15/2009         30
GMAC LLC                 5.350%      12/15/2009      57.61
GMAC LLC                 5.350%      12/15/2009         34
GMAC LLC                 5.350%       1/15/2014         16
GMAC LLC                 5.400%       5/15/2009       43.8
GMAC LLC                 5.400%      12/15/2009       36.4
GMAC LLC                 5.400%      12/15/2009      35.67
GMAC LLC                 5.500%       6/15/2009      29.15
GMAC LLC                 5.500%       1/15/2010         20
GMAC LLC                 5.625%       5/15/2009         69
GMAC LLC                 5.700%       6/15/2013      14.52
GMAC LLC                 5.700%      10/15/2013      12.14
GMAC LLC                 5.700%      12/15/2013      13.63
GMAC LLC                 5.750%       1/15/2010         23
GMAC LLC                 5.750%       1/15/2014       14.5
GMAC LLC                 5.850%       2/15/2010      29.86
GMAC LLC                 5.850%       5/15/2013         15
GMAC LLC                 5.850%       6/15/2013         12
GMAC LLC                 5.850%       6/15/2013         10
GMAC LLC                 5.900%      12/15/2013       17.1
GMAC LLC                 5.900%      12/15/2013      14.71
GMAC LLC                 5.900%       1/15/2019        9.6
GMAC LLC                 5.900%       1/15/2019      14.41
GMAC LLC                 5.900%       2/15/2019         13
GMAC LLC                 6.000%       3/15/2009       72.2
GMAC LLC                 6.000%       4/15/2009      66.86
GMAC LLC                 6.000%       1/15/2010       21.4
GMAC LLC                 6.000%       2/15/2010      28.75
GMAC LLC                 6.000%       2/15/2010      32.15
GMAC LLC                 6.000%        4/1/2011       40.5
GMAC LLC                 6.000%      12/15/2011         36
GMAC LLC                 6.000%       7/15/2013      11.67
GMAC LLC                 6.000%      11/15/2013      15.92
GMAC LLC                 6.000%      12/15/2013         12
GMAC LLC                 6.000%       2/15/2019      10.35
GMAC LLC                 6.000%       2/15/2019      13.88
GMAC LLC                 6.000%       2/15/2019         14
GMAC LLC                 6.000%       3/15/2019         16
GMAC LLC                 6.000%       3/15/2019         15
GMAC LLC                 6.000%       3/15/2019         11
GMAC LLC                 6.000%       3/15/2019         13
GMAC LLC                 6.000%       3/15/2019         16
GMAC LLC                 6.000%       4/15/2019       10.6
GMAC LLC                 6.000%       9/15/2019         13
GMAC LLC                 6.050%       3/15/2009      51.43
GMAC LLC                 6.050%       3/15/2010         29
GMAC LLC                 6.100%       3/15/2009       45.7
GMAC LLC                 6.100%       4/15/2009      37.91
GMAC LLC                 6.100%       4/15/2009       58.6
GMAC LLC                 6.100%       5/15/2013         25
GMAC LLC                 6.100%      11/15/2013         14
GMAC LLC                 6.150%       4/15/2009       45.5
GMAC LLC                 6.150%       3/15/2010         26
GMAC LLC                 6.150%       9/15/2013       12.5
GMAC LLC                 6.150%      11/15/2013       15.5
GMAC LLC                 6.150%      12/15/2013         13
GMAC LLC                 6.200%      11/15/2013       11.1
GMAC LLC                 6.200%       4/15/2019       11.8
GMAC LLC                 6.250%       5/15/2009      88.76
GMAC LLC                 6.250%       6/15/2009      86.64
GMAC LLC                 6.250%       3/15/2013       14.5
GMAC LLC                 6.250%       7/15/2013      20.87
GMAC LLC                 6.250%      10/15/2013      14.05
GMAC LLC                 6.250%      11/15/2013         11
GMAC LLC                 6.250%      12/15/2018      12.87
GMAC LLC                 6.250%       1/15/2019      11.79
GMAC LLC                 6.250%       4/15/2019       15.5
GMAC LLC                 6.250%       5/15/2019      10.97
GMAC LLC                 6.300%       3/15/2013       12.4
GMAC LLC                 6.300%      10/15/2013         16
GMAC LLC                 6.300%      11/15/2013      15.42
GMAC LLC                 6.350%       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
GMAC LLC                 6.700%       7/15/2009      34.88
GMAC LLC                 6.700%       5/15/2014       9.77
GMAC LLC                 6.700%       5/15/2014      14.45
GMAC LLC                 6.700%       6/15/2014       13.6
GMAC LLC                 6.700%       8/15/2016         15
GMAC LLC                 6.700%       6/15/2018      10.75
GMAC LLC                 6.700%       6/15/2018         18
GMAC LLC                 6.700%      11/15/2018         13
GMAC LLC                 6.750%      11/15/2009      38.64
GMAC LLC                 6.750%       9/15/2011       18.3
GMAC LLC                 6.750%      10/15/2011         14
GMAC LLC                 6.750%      10/15/2011      16.03
GMAC LLC                 6.750%       7/15/2012         14
GMAC LLC                 6.750%       9/15/2012       16.5
GMAC LLC                 6.750%       9/15/2012        9.9
GMAC LLC                 6.750%      10/15/2012       15.5
GMAC LLC                 6.750%       4/15/2013         14
GMAC LLC                 6.750%       4/15/2013      13.29
GMAC LLC                 6.750%       6/15/2014      13.75
GMAC LLC                 6.750%       7/15/2016         15
GMAC LLC                 6.750%       8/15/2016       8.57
GMAC LLC                 6.750%       9/15/2016         13
GMAC LLC                 6.750%       3/15/2018       10.6
GMAC LLC                 6.750%       7/15/2018      11.38
GMAC LLC                 6.750%       9/15/2018      10.23
GMAC LLC                 6.750%      10/15/2018       8.61
GMAC LLC                 6.750%      11/15/2018      12.91
GMAC LLC                 6.750%       5/15/2019         14
GMAC LLC                 6.750%       5/15/2019      10.89
GMAC LLC                 6.800%       7/15/2009      45.91
GMAC LLC                 6.800%      11/15/2009         35
GMAC LLC                 6.800%      12/15/2009      20.89
GMAC 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 ***