TCR_Public/081229.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 29, 2008, Vol. 12, No. 308

                             Headlines



24 HOUR: S&P Changes Outlook to Stable; Affirms 'B' Rating
7MILI-TRAIL: Bankruptcy Court Dismisses Chapter 11 Case
ABITIBIBOWATER INC: Cuts Production, Expects $45MM Closure Costs
ABITIBIBOWATER INC: Newfoundland Government Expropriates Assets
ABITIBIBOWATER INC: To Sell Equity Interest in ACH for C$540MM

ADVANCED MICRO: Expects 25% Lower Revenues in 2008 Fourth Quarter
ADVANCED MICRO: Increases CFO Robert Rivet's Salary to $650,000
ADVANCED MICRO: Terminates Capped Call Deal with Lehman Brothers
AHAVA OF CALIFORNIA: Court Okays Sale of Substantially All Assets
ALIE INCORPORATED: Voluntary Chapter 11 Case Summary

ALLIANCE ONE: S&P Affirms Corporate Credit Rating at 'B+'
ALON USA: Moody's Reviews Low-B Ratings for Possible Downgrades
ALON REFINING: S&P Puts 'B' Corp. Credit Rating on Watch Negative
AMERICAN FIBERS: To Conduct Auction; Maynards Named As Lead Bidder
AMERICAN INT'L: Maiden Lane Buys $16 Billion of Multi-Sector CDOs

ARCHON GROUP: Fitch Assigns 'CPS3+' Primary Servicer Rating
ARROWHEAD GENERAL: Moody's Reviews 'B2' CFR for Likely Downgrade
ASBURY AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
AUTONATION INC: S&P Downgrades Corporate Credit Rating to 'BB+'
AVIS BUDGET: Agrees to Purchase GM Vehicles from Dealers

AVIS BUDGET: Extends Principal Conduit Facility Until Dec. 2009
AVIS BUDGET: Fitch Downgrades Issuer Default Rating to 'B+'
AVIS BUDGET: S&P's 'CCC+' Credit Rating on Developing CreditWatch
B MOSS CLOTHING: Creditors' Meeting Set for January 7
BARRATT AMERICAN: Case Summary & 20 Largest Unsecured Creditors

BEAZER HOMES: Annual Stockholders' Meeting on February 5, 2008
BERNARD L. MADOFF: Fraud Case to be Heard in NY Bankruptcy Court
BIG WEST: Chapter 11 Filing Cues S&P's 'D' Corporate Credit Rating
BIOJECT MEDICAL: Is Pursuing Strategic Options to Raise Cash
BORDIER'S NURSERY: Case Summary & 20 Largest Unsecured Creditors

BORGWARNER INC: Moody's Downgrades Preferred Shelf Rating to 'Ba2'
BURNSIDE AVENUE: Court Appoints Chapter 11 Trustee
CABLEVISION SYSTEMS: Expects $25MM Impairment Charges for VOOM HD
CC MEDIA: S&P Raises Corporate Credit Rating to 'B' From 'SD'
CENTERLINE HOLDING: Moody's Confirms Corp. Family Rating at 'B2'

CENTRAL IOWA ENERGY: McGladrey & Pullen Raises Going Concern Doubt
CERBERUS PARTNERS: Suspends Investors' Withdrawals
CHARTER COMMS: Board of Directors OKs Rights Agreement Amendment
CHRYSLER LLC: Cuts Costs Further, Aims Plan Submission by March
CHRYSLER LLC: Fitch Says $17.4MM Bailout Gives Temporary Relief

CIENA CAPITAL: Court Sets January 21 as General Claims Bar Date
CIENA CAPITAL: Files Schedules of Assets and Liabilities
CITIGROUP INC: Inks Separate Agreements with Old Lane Execs
CITRUS VALLEY: Moody's Downgrades Revenue Bond Rating to 'Ba2'
CLAYTON WILLIAMS: Moody's Reviews 'B2' CFR for Likely Downgrade

CLEAR CHANNEL: Cash Tender Offers Won't Affect Moody's B2 CFR
COMBIMATRIX CORP: Has Sufficient Liquidity Until Q3 2009
COMFORT CO: Amends Plan, Awaits Disclosure Statement Approval
CONSTELLATION COPPER: Seeks Assignment in Bankruptcy Under BIA
CONTINENTAL AG: Working on a Loan Restructure to Avert Default

CROTCHED MOUNTAIN: Moody's Downgrades Issuer Rating to 'B1'
DAIMLERCHRYSLER FINANCIAL: S&P Downgrades Credit Rating to 'CCC-'
DAVIDSON DIVERSIFIED: Sept. 30 Balance Sheet Upside Down by $11MM
DEAN FOODS: S&P Affirms 'BB-' Corporate Credit Rating
DELPHI CORP: Keeps Plan Exclusivity From Committee Until March 31

DELTA AIR: Moody's Holds 'B2' Corp. Family Rating; Outlook Stable
DREIER LLP: Kosta Kovachev May Have Conspired With Marc Dreier
DOLLAR THRIFTY: Moody's Cuts Corporate Family Rating to 'Caa2'
DOMENIC J. PETITTA: Voluntary Chapter 11 Case Summary
DUN & BRADSTREET: Amends Employment Agreement of CEO Steven Alesio

DUN & BRADSTREET: Appoints Vieleh to Head Integration Solutions
DUN & BRADSTREET: Elects Jonathan Judge to Board of Directors
EAGLES REST: Case Summary & 20 Largest Unsecured Creditors
EASTERN NATIONAL: Fitch Affirms Issuer Default Rating at 'BB'
EARTH BIOFUELS: Sept. 30 Balance Sheet Upside Down by $133MM

ESTATE FINANCIAL: Trustee May Sell Curbaril, Atascadero Property
EV TRANSPORTATION: Sept. 30 Balance Sheet Upside Down by $9.5MM
EXPRESS ENERGY: S&P Downgrades Corporate Credit Rating to 'B-'
EZ LUBE: U.S. Trustee Forms Seven-Member Creditors Committee
EZRI NAMVAR: Creditors File Involuntary 11 Chapter Bankruptcy

EZRI NAMVAR: Involuntary Chapter 11 Case Summary
FIDELITY NATIONAL: Fitch Downgrades Issuer Default Rating to 'BB'
FIDUCIARY/CLAYMORE: Trustees Propose to Liquidate Assets
FLYING J: S&P Cuts Unit's Rating to 'D' on Chapter 11 Filing
FORD MOTOR: Fitch Says $17.4MM Bailout Gives Temporary Relief

FR & S CORP: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Fitch Says $17.4MM Bailout Gives Temporary Relief
GREAT NORTHWEST: S&P Downgrades Counterparty Credit Rating to 'B+'
GROUP 1: S&P Downgrades Corporate Credit Rating to 'B+' From 'BB-'
HARRAH'S ENTERTAINMENT: S&P Downgrades Corp. Credit Rating to 'SD'

HILLMAN GROUP: Deferred Payment Won't Affect S&P's 'B-' Rating
HIT ENTERTAINMENT: Moody's Downgrades Corp. Family Rating to 'B2'
HOWARD LOGAN: Case Summary & 20 Largest Unsecured Creditors
HUMCOR INC: Case Summary & 20 Largest Unsecured Creditors
IDEAEDGE INC: Raises $1,600,000 in Private Sale of Shares

IDEAEDGE INC: To Change Corporate Name to Socialwise
INTEGRA TELECOM: S&P Junks Corp. Credit Rating; Outlook Negative
INTERSTATE BAKERIES: To Emerge from Ch. 11 in Next Few Weeks
LAND LINKS PROPERTIES: Voluntary Chapter 11 Case Summary
JEREMY WILLIAMS: Voluntary Chapter 11 Case Summary

LATHAM MANUFACTURING: Moody's Cuts Corporate Family Rating to Caa1
KIDSPEACE INC: Moody's Holds Caa2 $60MM Lehigh County Bonds Rating
LIBBEY INC: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative
LIBERTY TAX CREDIT II: To Dispose of All Investments in 2 Years
LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'BB-'

MERCY MEMORIAL: S&P Downgrades Rating on 20006 Bonds to 'BB'
MBIA INSURANCE: Moody's Assigns Rating on Preferred Stock to Ba2
MMS EQUIPMENT.: Voluntary Chapter 11 Case Summary
MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB-'
NASH FINCH: Three Acquisitions Won't Affect S&P's 'B+' Rating

NATIONAL CENTURY: Credit Suisse & Plaintiffs Quarrel Over Moody's
NATIONAL CENTURY: Credit Suisse Limits Witness' Appearance
NATIONAL CENTURY: Jury Acquits Former Employee James Happ
NATIONAL LAMPOON: Fails to File Fiscal 1st Quarter Report on Time
NATIONAL LAMPOON: Laiken, Facing SEC Charges, Steps Down as CEO

NORBORD INC: Moody's Downgrades Corporate Family Rating to 'Ba3'
NSO RESINS: Case Summary & 20 Largest Unsecured Creditors
NV ENERGY: Fitch Affirms Issuer Default Rating at 'BB-'
NV TELEVISION: S&P Junks Corp. Credit Rating; Outlook Negative
OCCULOGIX INC: Files Pro Forma Financials to Reflect Past Deals

OFFICE MAX: Moody's Puts 'Ba2' CFR on Review for Likely Downgrade
ORCHARD SUPPLY: Moody's Downgrades CFR to 'B2'; Outlook Stable
ORIENTAL TRADING: S&P Junks Issue-Level Rating on First Lien
PARK-OHIO INDUSTRIES: Moody's Maintains B2 CFR; Outlook Negative
PENN TREATY: Signs LOI to Sell Controlling Stake in ANIC Unit

PENN TREATY: Delays Filing of Quarterly Financial Reports
PENSKE AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
PRIMUS TELECOMMUNICATIONS: Moody's Downgrades Rating on CFR to 'C'
PROBE MANUFACTURING: Board Extends Exercise Date of Warrants
REYNOLDS & REYNOLDS: Moody's Affirms Corp. Family Rating at 'B1'

S S BLUE: Voluntary Chapter 11 Case Summary
SAN DIEGO MUSEUM: Moody's Affirms 'B1' Series 1998 Bonds Rating
SEALY CORP: S&P Downgrades Corporate Credit Rating to 'B+'
SIRIUS XM: $995,000,000 in Debt Obligations to Mature in 2009
SIRIUS XM: Swaps Common Shares for $15MM in Convertible Bond Debt

SIRIUS XM: Accounting Officer James Rhyu to Step Down in January
SIRIUS SATELLITE: Moody's Downgrades Corp. Family Rating to 'Ca'
SPRINT NEXTEL: Amends Employment Pacts with CEO Hesse, CIO Walker
SONIC AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
SMURFIT-STONE: Moody's Downgrades Corp. Credit Rating to 'B3'

ST. BERNARD PORT: S&P Raises Rating on 2000 Bonds to 'BB+'
STILLWATER MINING: S&P Downgrades Corporate Credit Rating to 'B-'
STONE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
TEEKAY CORPORATION: Moody's Cuts Ratings to Low-B; Outlook Stable
THIELE MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors

THOMAS BAGLEY JR: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Issues Override Warrants to JPMorgan, et al.
THORNBURG MORTGAGE: Fitch Puts Issuer Default Rating on 'CCC'
TITAN ENERGY: Has Liquidity to Fund Biz Until End of March 2009
TSA STORES: Moody's Downgrades Corporate Family Rating to 'B3'

TUSCANY TILE: Voluntary Chapter 11 Case Summary
UNIVERSAL ENERGY: Closes Sale of 8% Debentures in November
US CORRUGATED: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative
UTSTARCOM INC: To Wind Down Korean Operations & Cut 10% of Jobs
UTSTARCOM INC: Has Liquidity to Fund Biz for the Next 12 Months

WAVE SYSTEMS: Amends Software License Pact with Major OEM Client
XIOM CORP: Has Funds to Meet Cash Flow Needs Until June 2009
YRC WORLDWIDE: Moody's Downgrades CFR to 'Caa3'; Outlook Negative

* Fitch Says $17.4MM U.S. Gov't Bailout Gives Temporary Relief

* SEC Recounts Actions During Turmoil in Credit Markets

* BOND PRICING: For the Week of Dec. 22 - Dec. 26, 2008



                             *********

24 HOUR: S&P Changes Outlook to Stable; Affirms 'B' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
fitness club operator 24 Hour Fitness Worldwide Inc. to stable
from negative.  Ratings on the company, including the 'B'
corporate credit rating, were affirmed.

"The outlook revision reflects 24 Hour Fitness' good operating
performance and widening of its margin of compliance with
financial covenants," said Standard & Poor's credit analyst Tulip
Lim.  "While the recession could prove challenging for the
company, S&P expects that 24 Hour will reduce capital spending
next year."

The 'B' rating reflects 24 Hour Fitness' aggressive growth
strategy, its high financial risk, and competitive pressures in
the fitness club industry.  The company's geographic diversity and
market-leading club clusters in several metropolitan areas
partially offset these considerations.

San Ramon, California-based 24 Hour Fitness, with about 433 clubs,
is one of the largest fitness club operators in the U.S. Its
footprint of mid-market fitness clubs extends from the West Coast
to the Southeast, with a significant concentration in California.
More than half of the company's clubs are located in California,
where the company enjoys a leading market share and has well-
developed club clusters in major cities.  Its club clusters are
strong in several Western U.S. cities outside of California. These
clusters help lessen any revenue volatility resulting from
differing regional economic cycles.  The company also has a small
but growing presence in Asia.  Despite the company's substantial
size, its clubs are still vulnerable to competition from strong
regional and national players, such as LA Fitness International
LLC, Life Time Fitness Inc., and Equinox Holdings Inc.

Year over year, revenue increased 6.6% and EBITDA more than
doubled in the third quarter.  The improvement in EBITDA was led
by revenue growth of new clubs, a streamlining of club costs, and
a significant reduction in general and administrative expenses to
7.5% of revenue from 10.4% of revenue.  For the 12 months ended
Sept. 30, 2008, lease-adjusted total debt to cash-basis EBITDA
was high, at 7.6x.  Lease-adjusted total debt to GAAP-based EBITDA
was 8.5x. The company's unadjusted GAAP EBITDA coverage of
interest was 2.8x for the period.

Negative discretionary cash flow for the 12 months ended Sept. 30,
2008 has continued to narrow.  Based on the softening U.S. economy
and club operations, 24 Hour Fitness has been reducing the number
of club openings in 2008, since a typical new club faces a two-
year maturation period before reaching normal profitability.  S&P
expects that the company will continue to reduce capital spending
in 2009 to stem further negative discretionary cash flow.


7MILI-TRAIL: Bankruptcy Court Dismisses Chapter 11 Case
-------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida has dismissed 7Mili-Trail Center's Chapter 11
petition.

According to Florida Business, 7Mili-Trail was trying to stop
foreclosure by filing for Chapter 11 a day before its 18,000-
square-foot plaza was set for a public auction in Palm Beach
County Circuit Court.  The report says that Great Eastern Bank won
a $3.4 million foreclosure judgment against 7Mili-Trail.  Pursuit
of the judgment was stayed by the Chapter 11 filing.

According to the report, Great Eastern had argued that 7Mili-Trail
filed for Chapter 11 protection in bad faith because it is a
single-asset debtor, with its only asset as the shopping center.
According to the report most of its claims are secured mortgages.

Florida Business relates that Judge Cristol prohibited 7Mili-Trail
from filing for Chapter 11 for 180 days and ordered it to pay
court costs.

Hialeah, Florida-based 7Mili-Trail Center LLC filed for Chapter 11
protection on Nov. 9, 2008 (Bankr. S. D. Fla. Case No. 08-27014).
Richard Siegmeister, Esq., represents the company in its
restructuring effort.  The company listed assets of $2,900,000 and
debts of $3,064,389.


ABITIBIBOWATER INC: Cuts Production, Expects $45MM Closure Costs
----------------------------------------------------------------
AbitibiBowater Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission several actions aimed at
creating a more flexible and responsive operating platform,
addressing ongoing volatility in exchange rates, energy and fiber
pricing, well as structural challenges in the North American
newsprint industry.  The efforts are a continuation of the
company's comprehensive strategic review of its operations and
assets that began immediately after the merger.

Approximately 830,000 metric tons of newsprint, 110,000 metric
tons of specialty grades and 70,000 metric tons of coated grades
will be removed from the marketplace.  Capacity reductions
include:

   -- The permanent closure by the end of the first quarter of
      2009 of the Grand Falls, Newfoundland and Labrador newsprint
      mill, representing 205,000 metric tons;

   -- The permanent closure by the end of 2008 of the Covington,
      Tennessee paper converting facility, representing 70,000
      metric tons of coated grades;

   -- The immediate idling, until further notice, of the Alabama
      River newsprint mill, in Alabama, representing 265,000
      metric tons;

   -- The immediate idling, until further notice, of two paper
      machines (No. 1 and No. 2) in Calhoun, Tennessee,
      representing 230,000 metric tons of capacity, including
      120,000 metric tons of newsprint and 110,000 metric tons of
      specialty grades; and

On a revolving basis, approximately 20,000 metric tons of monthly
newsprint downtime at other facilities across the organization
until market conditions improve.

The company has achieved $320 million in annualized synergies
through Sept. 30, 2008, and believes it will reach its targeted
run rate of $375 million of annualized synergies by year-end 2008,
one full year ahead of plan.  AbitibiBowater also has initiated a
further 20% reduction in selling, general and administrative costs
in 2009, representing a $60 million reduction compared to its
fourth quarter 2008 run rate.

"[This] announcement is consistent with previous actions and
demonstrates our ongoing commitment to be a stronger, more
competitive organization," stated president and chief executive
officer David J. Paterson.  "The North American newsprint market
continues to contract and our customers have told us they
anticipate further decline.  International customers have also
indicated that export growth will not be as strong in the coming
year.  We have the resolve to adapt to these realities and to set
the stage for continued quarter-over-quarter improvements."

Despite sustained efforts and discussions with government and
unions, the permanent closure of the Grand Falls facility is a
result of declining newsprint demand and high delivered cost.
Idlings of machines at Calhoun and the Alabama River newsprint
mill reflect softening markets for the products produced at these
facilities and the non-competitive cost structure of southern U.S.
electrical suppliers.

AbitibiBowater estimates it will incur cash closure costs of
approximately $45 million related to severance and other closure
charges as a result of these actions.  The majority of these
closure costs will be paid during the second quarter of 2009.  A
fourth quarter 2008 non-cash asset impairment charge of
approximately $180 million will be taken to reflect the permanent
closure of the Grand Falls mill and Covington paper converting
facility.

"We will make every effort to help mitigate the effects of these
capacity reductions, as we are mindful of the impact they will
have on affected employees and communities," added Mr. Paterson.
"Stakeholders made efforts to develop viable solutions to keep
these operations running, however, after careful deliberation,
these decisions were necessary given current market and economic
realities."

A total of approximately 1,100 employees are affected by these
capacity reductions.

The steps disclosed were designed to better position the company
for the future, an objective that is in the long-term interest of
AbitibiBowater stakeholders.  The company remains committed to
customer service and delivery of a high-quality product and will
work closely with customers to ensure a smooth transition.

AbitibiBowater will continue to assess its business, taking
necessary actions to better position the company in the global
marketplace.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of $302 million on sales
of $1.7 billion for the third quarter 2008.  These results compare
with a net loss of $142 million on sales of $815 million for the
third quarter of 2007, which consisted only of Bowater
Incorporated.  The company's 2008 third quarter results reflect
the full quarter results for Abitibi-Consolidated Inc. and Bowater
Incorporated as a combined company after their combination on
Oct. 29, 2007.

                           *     *    *

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is negative.


ABITIBIBOWATER INC: Newfoundland Government Expropriates Assets
---------------------------------------------------------------
AbitibiBowater Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it will consider all
options available to protect the interests of its stakeholders in
the expropriation of its provincial assets and contractual rights
to natural resources by the government of Newfoundland and
Labrador, Canada.

In a statement, Premier Danny Williams said the government would
expropriate provincial assets, excluding the Grand Falls paper
mill, as well as all water and land rights to the public and
private forestlands AbitibiBowater manages in the province.  The
Williams government also indicated the company may be paid for its
hydro assets with the expropriation but no commitment has been
made to ensure AbitibiBowater obtains proceeds representing the
full value of these operations.

"We are surprised by this course of action, especially given that
this unprecedented expropriation of property rights and assets
does not address the announced closure of the Grand Falls mill and
the needs of its 750 employees," stated David J. Paterson,
president and chief executive Officer.  "We have reiterated to the
government of Newfoundland and Labrador our intention to discuss
the disposal of our assets and rights in an orderly manner, while
protecting the best interests of our shareholders, debt holders,
employees and all other company stakeholders."

On Dec. 15, 2008, AbitibiBowater responded to the government
request to surrender company rights and recommended setting up a
joint working group to address issues related to the closure of
the Grand Falls mill and the company's overall presence in the
province.  Given this development, AbitibiBowater will review its
options, including all legal recourses.  The company will also
assess how these measures apply within the framework of U.S.-
Canada trade relations.

                   Lenders Waive Covenant Terms

Subsidiaries Bowater Canadian Forest Products Inc. and Bowater
Incorporated entered into amendments, effective as of Nov. 12,
2008, to Bowater's U.S. and Canadian Credit facilities, which,
among other things:

   1) waive the requirement that Bowater and BCFPI are required to
      comply immediately with the more restrictive borrowing base
      requirements by November 15, 2008 and providing instead for
      phased-in implementation through March 31, 2009, or
      extending to April 29, 2009, under certain circumstances and
      waive compliance with certain financial covenant
      requirements for the third quarter of 2008;

   2) amend certain covenants, including the leverage ratio, for
      the fourth quarter of 2008;

   3) increase the interest rate under each facility by 125 basis
      points;

   4) provide a lien on substantially all Canadian fixed assets
      and the shares of BCFPI's South Korean subsidiary, which
      operates BCFPI's Mokpo mill to Canadian lenders, as security
      for indebtedness in a principal amount not to exceed 10% of
      the shareholders' equity of BCFPI as of Sept. 30, 2008;

   5) add a provision requiring that 75% of the proceeds of asset
      sales by Bowater or its subsidiaries, including BCFPI, be
      used to reduce amounts outstanding under both facilities on
      a pro rata basis;

   6) reduce, pro rata, the aggregate amount of the commitment
      under both facilities by $10 million; and

   7) require that Bowater and certain of its affiliates,
      including BCFPI, maintain no more than $70 million of cash
      on hand on a combined consolidated basis, with any excess to
      be used to reduce amounts outstanding under the credit
      facilities.

A full-text copy of the eighth amendment and waiver to the credit
facility with Wachovia Bank, N.A., as administrative agent, is
available for free at http://ResearchArchives.com/t/s?36bb

A full-text copy of the tenth amendment and waiver to the credit
facility with The Bank of Nova Scotia, as administrative agent, is
available for free at http://ResearchArchives.com/t/s?36bc

                       Securities Delisting

AbitibiBowater has received notification from the New York Stock
Exchange that the company has fallen below its continued listing
criteria.  The average closing price of its common stock was less
than $1.00 over a consecutive 30-day trading period.

The company has a period of six months from the date of
notification, with a possible extension, to bring the average
share price back above $1.00.  Under NYSE rules, AbitibiBowater's
common stock will continue to be listed on NYSE during this
period, subject to the company's compliance with other NYSE
continued listing requirements.  AbitibiBowater plans to notify
NYSE that it intends to cure the deficiency, although there can be
no assurance that the company will be able to bring its share
price back above $1.00 or will remain in compliance with other
NYSE continued listing standards.

"Our stock price has been pressured by an unprecedented period of
economic difficulty and market uncertainty that is impacting many
companies and their share price performance in our industry and
others," stated David J. Paterson, president and chief executive
officer of AbitibiBowater.

"We are taking proactive steps to address the matter and are
encouraged by our quarter-over-quarter improvements and the
progress we have made and continue to make in improving our
operating and financial performance.  The company remains
committed to its $1 billion debt-reduction target and is exploring
several options to address upcoming debt maturities, inclusive of
asset sales," added Mr. Paterson.

AbitibiBowater's common stock remains listed on NYSE under the
symbol "ABH" but will be assigned a ".BC" symbol extension to
signify that the company is not in compliance with NYSE's
continued listing standards.

The company continues to be in compliance with the listing
requirements of the Toronto Stock Exchange.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of $302 million on sales
of $1.7 billion for the third quarter 2008.  These results compare
with a net loss of $142 million on sales of $815 million for the
third quarter of 2007, which consisted only of Bowater
Incorporated.  The company's 2008 third quarter results reflect
the full quarter results for Abitibi-Consolidated Inc. and Bowater
Incorporated as a combined company after their combination on
Oct. 29, 2007.

                           *     *    *

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is negative.


ABITIBIBOWATER INC: To Sell Equity Interest in ACH for C$540MM
--------------------------------------------------------------
AbitibiBowater Inc. accepted a proposal for the sale of its equity
interest in ACH Limited Partnership to a major industrial energy
producer.  ACH Limited Partnership was established to hold hydro-
electric generating assets in Ontario, Canada, by the company's
Abitibi-Consolidated company of Canada subsidiary in April 2007.
The company owns a 75% equity interest in ACH Limited Partnership.

The proposal values the hydro assets, which have a combined
capacity of 136.8 MW, at C$540 million.  The resulting gross
proceeds for AbitibiBowater would be C$197.5 million.  As part of
the transaction, the buyer would also assume C$250 million of ACH
Limited Partnership's term debt.

"The signing of this proposal marks continued progress with our
de-leveraging initiatives," stated David J. Paterson, president
and chief executive officer of AbitibiBowater.  "We look forward
to continued de-leveraging progress as we implement additional
measures to improve our free cash flow generation."

The non-binding proposal for the sale of the hydro-electric
generating assets in Ontario is subject to due diligence, among
other terms and conditions.  While AbitibiBowater expects that a
definitive agreement will be reached in the first quarter of 2009,
no assurances can be provided as to when or if a definitive
agreement will be executed.

The proposal does not include the sale of the Iroquois Falls or
Fort Frances, Ontario mills.  AbitibiBowater stated that it is
pleased with the efforts both mills have made since the merger in
lowering their costs.  The mills remain competitive and the
company continues to look for investment opportunities to ensure
that they remain competitive.  AbitibiBowater is committed to
keeping workers and local communities informed about the sale of
ACH Limited Partnership as the process advances.

AbitibiBowater owns additional hydro assets, including an
installed share of capacity of 363MW in the Province of Quebec.

                       Q4 2008 Expectations

AbitibiBowater Inc. reaffirmed its guidance of significant
improvement in fourth quarter financial performance.  The company
expects its fourth quarter operating income, excluding gains on
asset sales, impairments and mill closure and other related
charges, to be in the range of $65 million to $95 million compared
to a $9 million loss for the third quarter of 2008.  The company
also expects its earnings before interest, taxes, depreciation and
gains on asset sales, impairments and mill closure and other
related charges (Adjusted EBITDA) to be in the range of $245
million to $275 million for the fourth quarter of 2008.  For the
third quarter of 2008, Adjusted EBITDA was $175 million.

"This substantial improvement in the company's operating
performance is a result of our employees' efforts to achieve
synergies as well as reductions in input costs," stated
Mr. Paterson.  "Our input costs, particularly energy and fiber,
have declined dramatically this quarter.   We have also benefited
from a weakening Canadian dollar.   Despite lower volumes, as
evidenced by our production curtailments, we expect a substantial
improvement in financial performance in 2009 compared to 2008".

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of $302 million on sales
of $1.7 billion for the third quarter 2008.  These results compare
with a net loss of $142 million on sales of $815 million for the
third quarter of 2007, which consisted only of Bowater
Incorporated.  The company's 2008 third quarter results reflect
the full quarter results for Abitibi-Consolidated Inc. and Bowater
Incorporated as a combined company after their combination on
Oct. 29, 2007.

                           *     *    *

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is negative.


ADVANCED MICRO: Expects 25% Lower Revenues in 2008 Fourth Quarter
-----------------------------------------------------------------
Advanced Micro Devices Inc. expects revenue from continuing
operations for the fourth quarter ended Dec. 27, 2008, to be
approximately 25% lower than third quarter 2008 revenue of
$1.585 billion, not including process technology license revenue.
The decrease is due to weaker than expected demand across all
geographies and businesses, particularly in the consumer market.

AMD will report fourth quarter 2008 results after market close on
Jan. 22, 2009.

On Dec. 3, 2008, the board adopted and approved, effective
immediately, the Amended and Restated Bylaws of the company.  The
Amended and Restated Bylaws revise, among other things, the
procedures for stockholders to propose business or nominations
for the election of directors to be considered at annual or
special meetings, which are referred to as "advance notice
bylaws," and to act by written consent in lieu of a meeting.  The
advance notice bylaw amendments, among other things:

   -- change the requirement for stockholders to provide advance
      notice of stockholder proposals or nominations at an annual
      meeting to provide that the advance notice will be delivered
      to the principal executive office of the company not less
      than 90 days nor more than 120 days prior to the first
      anniversary of the preceding year's annual meeting, subject
      to certain conditions;

   -- expand the required disclosure requirements for stockholders
      making proposals or nominations to include, among other
      things, all ownership interests, hedges, economic incentives
      and rights to vote any shares of any security of the
      company;

   -- require stockholders nominating directors to disclose the
      same information about a proposed director nominee that
      would be required if the director nominee were submitting a
      proposal and any material relationships between the
      stockholder proponents and their affiliates, on the one
      hand, and the director nominees and their affiliates, on the
      other hand;

   -- expand disclosures regarding proposed business to include a
      detailed description of all agreements, arrangements and
      understandings between proposing persons and other
      stockholders of the company in connection with the proposed
      business; and

   -- require that the additional disclosures be updated and
      supplemented, if necessary, so as to be accurate as of the
      record date for a meeting and as of shortly prior to the
      meeting.

The Amended and Restated Bylaws also revise the procedures for
stockholders to act by written consent.  The amendments revise the
foregoing, among other things, to:

   -- require that any stockholder seeking to request a record
      date to act by written consent make similar required
      disclosures as those required under the advance notice
      bylaws, including all ownership interests, hedges, economic
      incentives and rights to vote any shares of any security of
      the company; and

   -- expand disclosures regarding proposed actions to include a
      reasonably detailed description of all agreements,
      arrangements and understandings between proposing persons
      and other stockholders of the company in connection with the
      proposed business.

A full-text copy of the amended and restated bylaws is available
for free at http://ResearchArchives.com/t/s?36ba

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

For three months ended Sept. 30, 2008, the company posted net loss
of $127.00 million compared with net loss of $396.00 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $1.67 billion compared to net loss of $1.60 billion for the
same period in the previous year.

At Sept. 27, 2008, the company's balance sheet showed total
assets of $9.44 billion, total liabilities of $8.10 billion and
stockholders' equity of about $1.34 billion.

The company's cash, cash equivalents and marketable securities at
Sept. 27, 2008, totaled $1.3 billion, and its debt and capital
lease obligations totaled $5.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on December 12, 2008,
Moody's Investors Service downgraded Advanced Micro Devices'
corporate family rating to B3 from B2.  At the same time, the
rating on the $390 million senior note due 2012 was revised to
Caa1 (LGD4, 59%) from B3.  Combined with Moody's expectation that
revenue will remain depressed through 2009, Moody's believes that
AMD's profitability and cash flow will remain negative, placing
incremental stress on the company's liquidity.

As reported in the TCR on Aug. 12, 2008, Fitch has affirmed these
ratings on Advanced Micro Devices Inc.: Issuer Default Rating at
'B-'; Senior unsecured debt at 'CCC/RR6' and Rating Outlook at
Negative.


ADVANCED MICRO: Increases CFO Robert Rivet's Salary to $650,000
---------------------------------------------------------------
The compensation committee of the board of directors of Advanced
Micro Devices, Inc. approved certain changes to the compensation
of Robert J. Rivet, the company's chief financial officer and
chief operations and administrative officer, effective Nov. 6,
2008.

The Compensation Committee approved:

   (i) an increase in Mr. Rivet's annual base salary, from
       $599,000 to $650,000; and

  (ii) an increase to Mr. Rivet's target award under the company's
       2005 Annual Incentive Plan from 150% of annual base salary
       to 175% of annual base salary.

Mr. Rivet's compensation was increased as a result of his
appointment as the company's chief operations and administrative
officer on Oct. 23, 2008.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

For three months ended Sept. 30, 2008, the company posted net loss
of $127.00 million compared with net loss of $396.00 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $1.67 billion compared to net loss of $1.60 billion for the
same period in the previous year.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $9.44 billion, total liabilities of $8.10 billion and
stockholders' equity of about $1.34 billion.

The company's cash, cash equivalents and marketable securities at
Sept 27, 2008, totaled $1.3 billion, and its debt and capital
lease obligations totaled $5.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on December 12, 2008,
Moody's Investors Service downgraded Advanced Micro Devices'
corporate family rating to B3 from B2.  At the same time, the
rating on the $390 million senior note due 2012 was revised to
Caa1 (LGD4, 59%) from B3.  Combined with Moody's expectation that
revenue will remain depressed through 2009, Moody's believes that
AMD's profitability and cash flow will remain negative, placing
incremental stress on the company's liquidity.

As reported in the TCR on Aug. 12, 2008, Fitch has affirmed these
ratings on Advanced Micro Devices Inc.: Issuer Default Rating at
'B-'; Senior unsecured debt at 'CCC/RR6' and Rating Outlook at
Negative.


ADVANCED MICRO: Terminates Capped Call Deal with Lehman Brothers
----------------------------------------------------------------
Advanced Micro Devices, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that on Dec. 15, 2008,
it delivered a notice of termination to Lehman Brothers OTC
Derivatives Inc. of the capped call transaction that the company
entered into with Lehman Derivatives, represented by Lehman
Brothers Inc. as its agent, in connection with the issuance by the
company of $2.2 billion aggregate principal amount of 6.00%
Convertible Senior Notes due 2015 in April 2007.

The capped call transaction was intended to reduce the potential
common stock dilution to then existing stockholders of the company
upon conversion of the Notes by allowing the company to receive
shares of common stock from the counterparty generally equal to
the number of shares of common stock issuable upon conversion of
the Notes.  The filing by Lehman Brothers of a voluntary
Chapter 11 bankruptcy petition in October 2008 constituted an
"event of default" under the capped call arrangement, giving the
company the immediate right to terminate the transaction and
entitling the company to claim reimbursement for the loss incurred
in terminating and closing out the transaction.  The Lehman
Brothers bankruptcy proceedings are ongoing and the company's
ability to reduce the potential dilution upon conversion of the
Notes through the capped call transaction has effectively been
eliminated.  The company intends to claim reimbursement from
Lehman Brothers for the loss of the value of the capped call
transaction incurred in the termination and close out of the
capped call transaction.

As a result of the uncertain recoverability of this counterparty
exposure, the company is unable to predict whether, and to what
extent, it may be able to recover for this loss.  Moreover, as a
result of the termination, the company likely will be subject to
potentially disadvantageous tax consequences, including the use of
a material amount of its net operating losses against triggered
taxable income.

                About Lehman Brothers Holdings Inc.

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.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

For three months ended Sept. 30, 2008, the company posted net loss
of $127.00 million compared with net loss of $396.00 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $1.67 billion compared to net loss of $1.60 billion for the
same period in the previous year.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $9.44 billion, total liabilities of $8.10 billion and
stockholders' equity of about $1.34 billion.

The company's cash, cash equivalents and marketable securities at
Sept 27, 2008, totaled $1.3 billion, and its debt and capital
lease obligations totaled $5.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on December 12, 2008,
Moody's Investors Service downgraded Advanced Micro Devices'
corporate family rating to B3 from B2.  At the same time, the
rating on the $390 million senior note due 2012 was revised to
Caa1 (LGD4, 59%) from B3.  Combined with Moody's expectation that
revenue will remain depressed through 2009, Moody's believes that
AMD's profitability and cash flow will remain negative, placing
incremental stress on the company's liquidity.

As reported in the TCR on Aug. 12, 2008, Fitch has affirmed these
ratings on Advanced Micro Devices Inc.: Issuer Default Rating at
'B-'; Senior unsecured debt at 'CCC/RR6' and Rating Outlook at
Negative.


AHAVA OF CALIFORNIA: Court Okays Sale of Substantially All Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved, on a preliminary basis, the request of Ahava of
California, LLC, to sell substantially all of its assets, subject
to higher and and better offers.

Pursuant to the Preliminary Sale Order, to participate in the
bidding process and be deemed a "Qualified Bidder" for the
Auction, each potential bidder must deliver to the Debtor a
written offer no later than Dec. 29, 2008, at 2:30 p.m. (PDT), at:

      Ahava of California, LLC
      c/o K&L Gates, LLP
      Attention: Josefina Fernandez McEnvoy
      10100 Santa Monica Boulevard
      Seventh Floor
      Los Angeles, California 90067

The purchase price for the Purchased Assets must be at least
$3,950,000 and will not be subject to any (1) financing
contingency, (2) contingency relating to the completion of
unperformed due diligence, (3) contingency relating to the
approval of the overbidder's board of directors or other internal
approvals or consents, or (4) any conditions precedent to the
overbidder's obligation to purchase the Purchased Assets other
than those included in the Asset Purchase Agreement.

The written offer will be accompanied by a cashiers' or certified
check or wire transfer, in amount equal to $500,000 representing a
good faith deposit which will be refundable if the bidder is not
the Successful Bidder at the Auction.

If one or more Qualified Bids other than FJB LLC's are received,
the Debtor will conduct an Auction on Dec. 30, 2008, commencing at
10:00 a.m.   The final hearing on approval of the Sale to the
highest and best Qualified Bidder will be held immediately
following the Auction.

All inquiries regarding the bid procedures should be be directed
to the Debtor's counsel.

Based in Venice, California, Ahava of California, LLC, doing
business as Ahava National Food Distributor and North Country
Manufacturing, filed for Chapter 11 relief on July 15, 2008
(Bankr. C.D. Calif. Case No. 08-20524).  Josefina F. McEvoy, Esq.,
at K&L Gates, LLP, represents the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed assets
of $1 million to $10 million and debts of $1 million to
$10 million.


ALIE INCORPORATED: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Alie Incorporated
        751 Independence Circle, Suite 103
        Virginia Beach, Virginia 23455

Bankruptcy Case No.: 08-74269

Chapter 11 Petition Date: December 14, 2008

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Karen M. Crowley
                  kcrowley@mclfirm.com
                  Marcus Crowley & Liberatore PC
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel.:  757-333-4500
                  Fax:  757-333-4501

Estimated Assets: $0 to $50,000

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

The petition was signed by Alyssa Flowers Lane, president of the
company.

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

               http://bankrupt.com/misc/veb08-74269.pdf


ALLIANCE ONE: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings and other ratings on Alliance One International
Inc. and its wholly owned subsidiary, Intabex Netherlands B.V.  At
the same time, S&P removed the ratings from CreditWatch with
negative implications where they were originally placed on
June 17, 2008 following the company's filing of Form 12b-25,
notification of late filing of its Form 10K, with the SEC on
June 17, 2008.  The delay in the filing was due to the time
required to finalize accounting related to reserves and financial
statement presentation concerning farm rural credit accounting.
The outlook is negative.

Morrisville, North Carolina-based Alliance One had rated debt
(adjusted for capitalized operating leases, pension and
postretirement benefit obligations, accounts receivable
securitization, and tobacco inventories) of about $694 million at
Sept. 30, 2008.

The rating affirmation reflects S&P's assessment that the reserves
related to farm rural credit accounting did not materially affect
credit protection measures.  In addition, S&P expects that the
company will address the reported material weaknesses in internal
controls for financial reporting and accounting for income taxes
over the next year.  However, debt leverage still remains high for
the rating and operating performance was weak in the fourth
quarter of fiscal 2008 (ended March 30, 2008) and the first half
of fiscal 2009 due in part to the rise of commodity costs in the
local currency in the country where the crop is grown and the weak
price for tobacco, which is denominated in the U.S. dollar.

Because of the seasonality of harvests and quarter to quarter
volatility in operating results, S&P expects to see an improvement
in operating performance and operating income in the second half
of the fiscal 2009.


ALON USA: Moody's Reviews Low-B Ratings for Possible Downgrades
---------------------------------------------------------------
Moody's placed the ratings for Alon USA Energy, Inc. under review
for possible downgrade.  The affected ratings are ALJ's B2
Corporate Family Rating, B3 Probability of Default Rating for Alon
USA Energy, Inc., the B1 and LGD 2 (25%) rating on ALJ's Term Loan
B facility, and the B1 and LGD 2 (25%) rating to the term loan at
ALJ's subsidiary, Alon Refining Krotz Springs, Inc.

The review for downgrade reflects Moody's concern over the
company's liquidity and ability to meet the financial covenants
under certain of its credit agreements given the number of
challenges facing the refining industry and the company in
particular.  Given the very difficult operating environment for
the refining sector; the company's challenges at Big Spring
throughout most of 2008 due to its February accident, and; the
impact of the hurricanes on Krotz Springs, Moody's believes the
company's earnings and cash flows will under perform relative to
expectations and may result in ALJ having difficulty meeting
certain maintenance tests under its various credit agreements.
While the company has enhanced the diversification of its
portfolio of refining assets with the Krotz Springs acquisition,
Moody's believes these sector and company circumstances will
outweigh the benefits from the Krotz Springs purchase over the
near-term.

In addition, the precipitous drop in crude oil prices over the
past several months has caused many in the sector to experience
significant impacts to the borrowing bases that underpin secured
revolving credit facilities.  As a result, sector liquidity has
come under pressure and Moody's believes ALJ is affected by this
as well.

The ratings review will include a full assessment of the company's
operating performance for Q4'08 as well as a review of the
company's expectations for 2009.  If it appears that liquidity
will become tighter, or that the company will not meet its
covenants, Moody's may downgrade the ratings.  However, if it
appears that covenants will not be an issue and that ALJ has
sufficient liquidity to cover operating and financing needs over
the next 12 to 18 months, the current ratings could be confirmed.
The last rating action was on May 30, 2008 when Moody's assigned a
B1 rating to Alon Krotz Springs Refining, Inc.'s secured credit
facility, and affirmed Alon USA Energy, Inc.'s B2 CFR, the B1
senior secured credit facility rating, and the B2 PDR.  The
outlook was changed to positive from developing.

Alon USA Energy, Inc., headquartered in Dallas, Texas, is an
independent refiner and marketer of petroleum products and owner
and operator of convenience stores in the Southwestern and South
Central U.S.  The company owns and operates a complex sour crude
oil refinery in Big Spring, Texas with a Nelson complexity rating
of 10.2 and crude oil throughput capacity of 70,000 barrels per
day, lower complexity crude oil refinery in Paramount, California
with a Nelson complexity rating of 6.1 and crude oil throughput
capacity of 90,000 barrels per day, a 83,100 barrels per day
refinery in Krotz Springs, Louisiana, and an asphalt topping
refinery in Willbridge, Oregon with a Nelson complexity rating of
1.3 and crude oil throughput capacity of 12,000 barrels per day.
Alon also operates more than 300 convenience stores in West Texas
and New Mexico primarily under the 7-Eleven and FINA brand names.
In addition, Alon supplies 800 additional FINA branded locations.
After completing an IPO in 2005, the company remains majority
owned (about 79%) by Alon Israel Oil Company, Ltd., an Israel
based company.


ALON REFINING: S&P Puts 'B' Corp. Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B' corporate credit rating, on oil and gas
refining and marketing company Alon Refining Krotz Springs Inc. on
CreditWatch with negative implications.

"The CreditWatch action reflects S&P's concerns about the
company's ability to meet its financial covenants under its term
loan and credit facility agreements at year-end," said Standard &
Poor's credit analyst Paul B. Harvey.  "In particular, S&P
believes pro forma maximum debt leverage of 1.75x could be
difficult to meet under current margin conditions, despite the
favorable distillate hedges."

Alon Krotz Spring's parent, Alon USA Energy Inc. (B+/Stable/--)
acquired Krotz Springs earlier this year.

"We could lower the ratings on Alon Krotz Springs if it fails to
remain in compliance with the financial covenants under its debt
obligations and is unable to obtain amendments or waivers if
necessary," Mr. Harvey said.  "We could also lower ratings if the
company doesn't provide a longer-term plan to remain compliant
with its financial covenants."


AMERICAN FIBERS: To Conduct Auction; Maynards Named As Lead Bidder
------------------------------------------------------------------
AFY Holding Company and its debtor unit, American Fibers & Yarns
Company, are seeking to sell their assets to Maynards Industries
(1991) Inc., or to other bidders at an auction to be conducted on
Jan. 5, 2009, at the offices of their counsel Young, Conaway
Stargatt & Taylor, LLP.

American Fibers has obtained approval from the U.S. Bankruptcy
Court of the District of Delaware to conduct the auction.
Competing bids are due Dec. 31, 2008 at 4:00 p.m., Eastern time.
Should it elect to sell its machinery and equipment to another
parties, American Fibers will pay Maynards, as stalking horse
bidder, a $75,000 break-up fee.

Maynards has offered to purchase the Debtors' machinery and
equipment for $1,550,000 in cash.  Maynards may increase its offer
to compete with other bidders at the auction.

Other bidders may qualify to bid on all or any portion of the
Debtors' assets, which also include real estate and inventory.
Bids for each asset lot must be greater than an amount equal to:

   Asset lot                             Min. Bid Amount
   ---------                             ---------------
   Machinery and equipment (all)           $1,675,000
      Afton, Virginia                        $400,000
      Bainbridge, Georgia                  $1,275,000
   Real Estate
      Afton, Virginia                        $750,000
   Inventory
      Finished goods (maximum
       Of 832,000 pounds available)       $0.70 per pound
      Raw materials (maximum of
       Of 1,400,000 pounds available)     $0.35 per pound

If the Debtors do not receive competing bids for their assets, the
Debtors will seek approval of the sale to Maynards at a hearing on
Jan. 6, 2009 at 3:00 p.m. (ET).

The Debtors will notify counterparties to contracts that will be
included in the sale, which notice will include the payments the
Debtors believe are necessary to cure defaults under the
contracts.  Objections to the proposed cure amounts and lease
assignments are due Jan. 2, 2009, at 4:00 p.m. (ET).

Judge Peter Walsh's order specifically provides that the rights
held by Ultrafab, Inc., under its Development and Supply Agreement
dated July 23, 2002, which was already rejected by the Debtors,
won't be affected by the proposed sale.

According to Bloomberg's Bill Rochelle, the hearing on the
proposed bid procedures was previously moved to Dec. 22.  The
Debtors said it would seek adjournment should it be unable to sign
an asset purchase agreement with a bidder.  The U.S. Trustee and
the official committee of unsecured creditors formed in the
Chapter 11 cases objected to the approval of a break-up fee,
initially pegged at $100,000, until a buyer signs a definitive
contract.

Maynards is represented in the sale transaction by:

  John W. Crowe, Esq.,
  Williams, Williams, Rattner and Plunkett, P.C.
  380 N. Old Woodward, Suite 300
  Birmingham, Michigan 48009
  Fax: (248) 642-0856

                      About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On Sept. 22, 2008, AFY Holding and American Fibers and Yarns filed
voluntary petitions seeking Chapter 11 relief (Bankr. D. Del. Lead
Case No. 08-12175).  Edward J. Kosmowski, Esq., Michael R. Nestor,
Esq., Robert F. Poppiti, Jr., Esq., and Nathan D. Grow, Esq. at
Young, Conaway, Stargatt & Taylor, LLP, represent the Debtors as
counsel.  RAS Management Advisors, LLC serves as the Debtors'
restructuring advisors.  Epiq Bankruptcy Solutions, LLC serves as
the Debtors' claims, noticing and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kenneth A. Rosen,
Esq., Sharon L. Levine, Esq., Eric H. Horn, Esq., and Sean E.
Quigley, Esq., at Lowenstein Sandler PC, represents the Debtors as
counsel.  William P. Bowden, Esq., Don A. Beskrone, Esq, and
Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., represent the
Committee as Delaware counsel.  When the Debtors sought bankruptcy
protection from their creditors, they listed assets and debts of
between $10 million and $50 million each.

When it filed for bankruptcy, AFY listed assets of $44.1 million
against debt totaling $15.9 million. Unsecured creditors were
listed for $7.9 million.


AMERICAN INT'L: Maiden Lane Buys $16 Billion of Multi-Sector CDOs
-----------------------------------------------------------------
American International Group, Inc., reported that Maiden Lane III
LLC (ML III), a financing entity recently created by the Federal
Reserve Bank of New York (FRBNY) and AIG, has purchased an
additional $16 billion in par amount of multi-sector
collateralized debt obligations (Multi-Sector CDOs).  As a result,
the associated credit default swap contracts and similar
instruments (CDS) written by AIG Financial Products Corp. (AIGFP)
have been terminated.

ML III's purchases of CDOs, in conjunction with the termination of
related CDS, have mitigated AIG's liquidity issues in connection
with its CDS and similar exposures on Multi-Sector CDOs.  To date,
ML III has purchased approximately $62.1 billion in par amount of
CDOs.  The associated notional amounts of AIGFP CDS transactions
have been terminated in connection with all of these purchases.

The purchase of the additional $16 billion of multi-sector CDOs
was funded by a net payment to counterparties of approximately
$6.7 billion and the surrender by AIGFP of approximately
$9.2 billion in collateral previously posted by AIGFP to CDS
counterparties in respect of the terminated CDS.  In accordance
with an agreement with ML III, AIGFP received payments aggregating
approximately $2.5 billion from ML III in connection with the
November and December purchases of Multi-Sector CDOs.

AIG provided $5 billion in equity funding, and the FRBNY has
agreed to provide up to approximately $30 billion in senior
funding, to ML III. Of this amount, approximately $ 24.3 billion
has been funded to effect purchases of CDOs.  ML III will collect
cash flows from the assets it owns and pay a distribution to AIG
for its equity interest once principal and interest owing to the
FRBNY on the senior loan have been paid down in full.  Upon
payment in full of the FRBNY's senior loan and AIG's equity
interest, all remaining amounts received by ML III will be paid 67
percent to the FRBNY and 33 percent to AIG.

AIGFP continues to analyze possible means of eliminating its
exposures to the approximately $2.6 billion of remaining
physically-settled CDS and approximately $9.7 billion of "cash-
settled" or "pay-as-you-go" CDS in respect of protected baskets of
reference credits (which may also include single name CDS in
addition to securities and loans).

                 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.


ARCHON GROUP: Fitch Assigns 'CPS3+' Primary Servicer Rating
-----------------------------------------------------------
Fitch Ratings assigns Archon Group a CMBS primary servicer rating
of 'CPS3+'. In addition, Fitch affirms Archon's special servicer
rating of 'CSS1'.  The primary servicer rating is based on the
company's experienced management and loan servicing teams and the
processes and procedures in place to service and report on
commercial mortgage loans.  The special servicer rating is based
on Archon's highly experienced asset management team and its
ability to successfully work out, manage, and resolve CMBS
mortgage loans.

Both ratings reflect Archon's excellent use of technology, its
active involvement in commercial real estate markets, and the
financial support of its parent company, The Goldman Sachs Group,
Inc.

As of Sept. 30, 2008, Archon's total primary servicing portfolio
was comprised of 269 loans with a principal balance of
$9.6 billion.  As of the same date, Archon had a total special
servicing portfolio consisting of 269 loans with a principal
balance of $9.6 billion.  Archon was also named special servicer
on one CMBS transaction, totaling approximately $35 million.


ARROWHEAD GENERAL: Moody's Reviews 'B2' CFR for Likely Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the B2 corporate family
rating of Arrowhead General Insurance Agency, Inc. on review for
possible downgrade.  Also on review are the ratings of Arrowhead's
first-lien credit facilities (B2/review down) and its second-lien
credit facility (B3/review down).  The review was prompted by
shortfalls in Arrowhead's EBITDA and free cash flow versus the
levels anticipated when the firm was recapitalized in August 2006.

Moody's noted that the financial covenants in Arrowhead's credit
facilities become more stringent over time, with a significant
step-up in the first quarter of 2009.  At current operating
levels, Arrowhead could trip certain covenants during 2009, absent
some incremental debt repayment and/or a change in financing
terms.

Arrowhead's performance has been hurt by the weak US economy and
the soft pricing environment for property & casualty insurance,
said Moody's.  These factors have reduced the volume of premiums
placed by Arrowhead, and in turn, its commissions and fees, which
are the company's main sources of revenue.  In response to these
challenges, Arrowhead has taken steps to reduce its costs and its
debt burden over the past year, including significant staff
reductions, subleasing of real estate and the sale of its public
entity division.  These measures have helped the company to remain
profitable and to generate reasonably strong free cash flow
through the first nine months of 2008.

Moody's rating review will focus on Arrowhead's operating
performance and financial flexibility, including the level of
support from its private equity sponsors as well as potential
changes to the borrowing terms.  The review will also consider the
company's ability to maintain client and carrier relationships in
a highly competitive market.  The rating agency expects that
Arrowhead will continue to benefit from its established position
as a general agent and program specialist along with its healthy
profit margins.  Moody's expects to resolve the rating review
during the first quarter of 2009.

Moody's cited these factors that could lead to a stable rating
outlook for Arrowhead: (i) establishing comfortable headroom under
financial covenants, (ii) adjusted (EBITDA - capex) coverage of
interest exceeding 2.0 times, (iii) adjusted free-cash-flow-to-
debt ratio remaining above 5.0% percent, and (iv) adjusted debt-
to-EBITDA ratio below 5.0 times.

Moody's cited these factors that could lead to a downgrade of the
company's ratings: (i) failure to achieve headroom under financial
covenants, (ii) adjusted (EBITDA - capex) coverage of interest
below 1.5 times, (iii) adjusted debt-to-EBITDA ratio above 5.5
times, or (iv) loss of a major carrier relationship or comparable
disruption to a key insurance program.

Arrowhead, based in San Diego, California, is a leading US general
agency and program manager, providing product development,
marketing, underwriting and administrative services to national
insurance carriers.  Arrowhead develops specialized insurance
products in cooperation with major carriers and distributes those
products through a network of retail and wholesale brokers.
Arrowhead generated total revenues of $128 million and net income
of $6 million for the 12 months through September 2008.
Shareholders' equity was $48 million as of September 30, 2008.

The last rating action on Arrowhead was the assignment of the B2
corporate family rating on July 21, 2006.


ASBURY AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlanta-
based Asbury Automotive Group Inc.  The corporate credit rating
was lowered to 'B+' from 'BB-'.  The outlook is negative.

"The downgrade reflects the company's high leverage heading into
2009, a year in which S&P believes light-vehicle sales for the
North American auto retailers will reach multi-decade lows," said
Standard & Poor's credit analyst Nancy C. Messer.

There is an additional risk that the weak economy will cause
consumers to defer the vehicle parts and service visits that are a
key profit and cash flow driver for the rated retailers.  As a
result, S&P believes it is unlikely the company's high leverage
will decline in 2009 to levels consistent with the previous
rating.  S&P does not expect Asbury to generate sufficient free
cash flow during the year ahead to reduce debt significantly.
The ratings on Asbury reflect the company's high debt leverage,
modest cash flow protection measures, and a weak business profile
as one of several large consolidators in the highly competitive
U.S. auto retailing industry.  Asbury is the smallest of the five
rated U.S. auto retailers, based on new-vehicle retail sales units
in the first nine months of 2008, and has stores in 11 states.
The company's operations are concentrated in the southern U.S.
including Florida, which accounts for a significant 30% of the
company's new vehicle sales.  The company's light-vehicle brand
mix, measured as a percentage of new-vehicle sales for the first
nine months of 2008, is good; luxury accounts for 23%, midline
import 60%, and midline domestic only about 16%.  Unlike the other
rated retailers, Asbury maintains a small presence in the
commercial truck sales market, which is currently in a downturn.

The negative outlook reflects S&P's concerns about the depth and
length of the economic downturn and Asbury's ability to generate
free cash flow for debt reduction.  S&P could lower the rating if
the company's reported EBITDA falls short of S&P's current 2009
estimate, of $113 million, by 10% or more, and debt remains at
current levels, so that leverage approaches 7x.  This could occur
with a continuing weak U.S. economy and the company's inability to
reduce its cost base to fit the reduced revenue level.  S&P could
also lower the rating if liquidity becomes constrained because
tight covenants limit access to the company's revolving credit
line.  A bankruptcy of one or more of the domestic automakers
would cause S&P to review the ratings, given the uncertain
immediate impact on the retailer distribution chain.

S&P could revise the outlook to stable if Asbury can offset
difficult auto sales with its revenue diversity and focus on
operating efficiencies, combined with generation of positive free
cash and debt reduction.


AUTONATION INC: S&P Downgrades Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fort Lauderdale, Florida-based AutoNation Inc. to 'BB+'
from 'BBB-'.  At the same time S&P affirmed the 'BB+' ratings on
the company's senior unsecured debt and assigned a recovery rating
of '4'.  The outlook is negative.  The ratings were removed from
CreditWatch, where they had been placed with negative implications
on Sept. 19, 2008.

"The downgrade reflects the company's weak credit measures heading
into 2009 -- a year in which S&P believes light vehicle sales for
the North American auto retailers will reach multidecade lows,"
said Standard & Poor's credit analyst Nancy Messer.  There is an
additional risk that the weak economy will cause consumers to
defer the vehicle parts and service visits that are a key profit
and cash flow driver for the rated retailers.  As a result, S&P
believes it is unlikely the company's credit metrics will improve
in 2009 to levels consistent with the previous rating.  Although
the last decade for retailers has been characterized by revenue
growth and consolidation, S&P now expects revenues and
profitability in the auto retail marketplace to be more volatile,
at least for the next year or so.

S&P's shift in view is based on the unpredictable outcome of the
rapidly changing competitive landscape for auto retailers,
combined with the significant decline in financial performance for
these companies.  S&P expects 2009 new vehicle sales to decline
15%, to 11.1 million units at best, from already depressed 2008
levels.  Considerable uncertainty exists about the duration and
depth of the downturn.  Longer term, large retailers such as
AutoNation are likely to benefit from the rationalization of
weaker dealers, but in the near term, financial performance will
be pressured.

The negative outlook reflects the headwinds AutoNation faces in
maintaining adequate credit measures for the rating.  S&P could
lower the rating if the company is not able to offset market
deterioration and further pressure on EBITDA with cost control
efforts and debt reduction plans.  Since S&P expects free cash
flow to be directed toward debt reduction rather than acquisitions
and growth investments, a departure from this expectation could
result in a downgrade.  If reported EBITDA falls short of S&P's
current 2009 estimate of $420 million by 10% or more, S&P
estimates that FFO to total debt would fail to reach its target of
20% for this credit metric, which could result in a downgrade.
Also, a bankruptcy of one or more of the domestic automakers would
cause S&P to review the ratings, given the uncertain immediate
impact on the retailer distribution chain.  S&P could revise the
outlook to stable if the economy and light vehicle sales
demonstrate signs of rebounding.  S&P does not expect this to
occur during 2009.  S&P could also revise the outlook to stable if
the company maintains adequate credit measures while preserving
its moderate financial policy and ability to generate free cash
flow.


AVIS BUDGET: Agrees to Purchase GM Vehicles from Dealers
--------------------------------------------------------
Avis Budget Group Inc. says its subsidiary Avis Budget Car Rental,
LLC, executed on December 2, 2008, an agreement with General
Motors for the purchase of vehicles from GM dealers.  The
Agreement sets forth the terms and conditions related to Avis
Budget Car Rental's purchase of vehicles from GM dealers for the
2009 through 2012 vehicle model years.  The Agreement also sets
forth the terms and conditions related to GM's repurchase of a
portion of the vehicles purchased by Avis Budget Car Rental under
the Agreement.

Among other things, Avis Budget agrees that, for all production
after April 17, 2008, it will attempt to place orders no more than
30% or less than 20% of a month's production in any week provided
GM can make such a production commitment.  GM will provide Avis
with a variety of order bonuses.

In the event Avis Budget chooses to cancel any order through GM
dealers, GM will assess a penalty of $500 per vehicle to be paid
to GM upon demand.  This penalty will be waived if the current
production week has been delayed more than three weeks from the
original requested production week.  Further, this penalty will
not apply if Avis chooses to redirect the shipment of any
vehicles.

A redacted copy of the Agreement is available at no charge at:

              http://ResearchArchives.com/t/s?36c1

Headquartered in Parsippany, New Jersey, Avis Budget Group Inc.
fka Cendant Corporation (NYSE: CAR) --
http://www.avisbudgetgroup.com/-- provides vehicle rental
services, with operations in more than 70 countries.  Through its
Avis and Budget brands, the company leases general-use vehicles in
North America, Australia, New Zealand and certain other regions.
Avis Budget Group has more than 28,000 employees.  On July 31,
2006, Avis Budget completed the spin-offs of Realogy Corporation
and Wyndham Worldwide Corporation, and on Aug. 23, 2006, the
company completed the sale of Travelport Inc.  On Aug. 29, 2006,
Cendant Corporation changed its name to Avis Budget Group Inc.  In
October 2007, the company acquired 45% interest in Carey
International Inc. that provides chauffeured ground transportation
services worldwide.  It also obtained a one-year option to
increase its ownership stake in Carey to about 80%.  Avis Budget
Car Rental LLC is Avis Budget Group Inc.'s car-rental operating
subsidiary.

As of September 30, 2008, Avis's consolidated balance sheets show
$12.4 billion in total assets, $12.0 billion in total liabilities,
and $380 million in stockholders' equity.


AVIS BUDGET: Extends Principal Conduit Facility Until Dec. 2009
---------------------------------------------------------------
Avis Budget Group, Inc., has completed the renewal of its
principal asset-backed bank conduit facility and its seasonal
conduit facility, which are used to finance cars for its rental
fleet.  The facilities provide for $1.35 billion and $1.1 billion
of financing, respectively.

The principal conduit facility has been extended through
December 22, 2009, and the seasonal conduit facility will have a
final maturity in November 2009 following 25% reductions in
borrowing capacity in each of September and October.

The Avis Budget Rental Car Funding (AESOP) LLC subsidiary entered
into the principal asset-backed conduit facility (known as the
Series 2002-2 Notes) and the seasonal conduit facility (known as
the Series 2008-1 Notes).

In connection with such renewal, $100 million was reallocated from
the principal conduit facility to the seasonal conduit facility,
resulting in a $1.35 billion principal facility and a $1.1 billion
seasonal facility.  Avis Budget will be required to apply 75% of
the proceeds from the issuance of rental car asset-backed term
notes of up to $1 billion in aggregate principal amount toward the
reduction of the facilities.

Avis Budget says the initial borrowing spreads for these
facilities are unchanged from the levels established in connection
with the extension of the principal conduit facility in October
2008, however, the spreads are subject to an increase of (1) 1%
for the period of May 31, 2009, through maturity, (2) an
additional 1% for the period of August 31, 2009 through maturity
and (3) an additional 1% for the period of September 30, 2009
through maturity, in each case if the company fails to reduce
commitments and borrowings under the facilities by an aggregate
amount of approximately $187.5 million on a pro rata basis during
each such period.

Certain of the conduit purchasers of the Series 2002-2 Notes and
the Series 2008-1 Notes, the trustee, and their respective
affiliates, have performed and may in the future perform, various
commercial banking, investment banking and other financial
advisory services for the company and its subsidiaries for which
they have received, and will receive, customary fees and expenses.

A full-text copy of the Twelfth Amendment to the Amended and
Restated Series 2002-2 Supplement, dated as of December 23, 2008,
entered into by Avis Budget is available at no charge at:

              http://ResearchArchives.com/t/s?36bd

A full-text copy of the Second Amendment to the Series 2008-1
Supplement, dated as of December 23, 2008, entered into by Avis
Budget is available at no charge at:

              http://ResearchArchives.com/t/s?36be

The Company also has completed an amendment to its senior credit
facilities to replace the leverage and interest coverage ratios
with a minimum EBITDA covenant.  The amendment also provides for a
reduction to the revolving credit facility from $1.5 billion to
$1.15 billion and a 2.5% increase in the cost of borrowings and
letters of credit.   The amendment is effective as of December 23,
2008, subject to payment by the company of amendment fees to
lenders who consent to the amendment by December 30, 2008.

In connection with the amendment, the company entered into an
Amended and Restated Guarantee and Collateral Agreement.

A full-text copy of the First Amendment Dated December 23, 2008,
to the Credit Agreement dated as of April 19, 2006 among Avis
Budget Holdings, LLC, Avis Budget Car Rental, LLC, the subsidiary
borrowers from time to time parties thereto, the several lenders
from time to time parties thereto, Bank of America, N.A., Calyon
New York Branch and Citicorp USA, Inc., as documentation agents,
Wachovia Bank, National Association, as co-documentation agent,
Deutsche Bank Securities Inc. as syndication agent and JPMorgan
Chase Bank, N.A., as administrative agent, is available at no
charge at:

              http://ResearchArchives.com/t/s?36bf

A full-text copy of the Amended and Restated Guarantee and
Collateral Agreement, dated as of December 23, 2008, made by each
of the signatories thereto in favor of JPMorgan Chase Bank, N.A.,
as administrative agent, is available at no charge at:

              http://ResearchArchives.com/t/s?36c0

                      About Avis Budget Group

Headquartered in Parsippany, New Jersey, Avis Budget Group Inc.
fka Cendant Corporation (NYSE: CAR) --
http://www.avisbudgetgroup.com/-- provides vehicle rental
services, with operations in more than 70 countries.  Through its
Avis and Budget brands, the company leases general-use vehicles in
North America, Australia, New Zealand and certain other regions.
Avis Budget Group has more than 28,000 employees.  On July 31,
2006, Avis Budget completed the spin-offs of Realogy Corporation
and Wyndham Worldwide Corporation, and on Aug. 23, 2006, the
company completed the sale of Travelport Inc.  On Aug. 29, 2006,
Cendant Corporation changed its name to Avis Budget Group Inc.  In
October 2007, the company acquired 45% interest in Carey
International Inc. that provides chauffeured ground transportation
services worldwide.  It also obtained a one-year option to
increase its ownership stake in Carey to about 80%.  Avis Budget
Car Rental LLC is Avis Budget Group Inc.'s car-rental operating
subsidiary.

As of September 30, 2008, Avis's consolidated balance sheets show
$12.4 billion in total assets, $12.0 billion in total liabilities,
and $380 million in stockholders' equity.

On December 17, 2008, Avis was notified by the New York Stock
Exchange that it had fallen below the NYSE's continued listing
standard relating to minimum share price.  Rule 802.01C of the
NYSE's Listed Company Manual requires that the company's common
stock have a minimum average closing price of not less than $1.00
during a consecutive 30 trading-day period.

The company intends to notify the NYSE that it will seek to cure
the deficiency.  In the event that the company fails to meet this
standard at the expiration of the six-month period, subject to
possible extension, the NYSE will commence suspension and
delisting procedures.  Under the NYSE rules, the company's common
stock will continue to be listed on the NYSE during the cure
period, subject to the company's compliance with other NYSE
continued listing requirements.


AVIS BUDGET: Fitch Downgrades Issuer Default Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has downgraded Avis Budget Group's Issuer Default
Rating and debt ratings:

Avis Budget Car Rental, LLC

  -- IDR to 'B+' from 'BB-';
  -- Senior secured debt to 'BB-/RR3' from 'BB+';
  -- Senior unsecured debt to 'B-/RR6' from 'B+'.

Avis Budget Group, Inc.

  -- IDR to 'B+' from 'BB-'.

Approximately $1.8 billion of debt is affected by these actions.
The Rating Outlook is Negative.

The downgrade reflects the impact of what could be an extended
downturn in the travel industry on ABG's profitability and
capitalization.  A decline in rental demand, higher funding costs,
and rising per-unit fleet expenses will pressure earnings
throughout 2009.  Reduced EBITDA generation will inflate leverage
ratios, diminish fixed charge coverage, and when combined with a
$350 million reduction in capacity on the corporate revolver,
reduce the company's available liquidity.  Furthermore, exposure
to the struggling auto manufacturers could have a material impact
on recovery values for 'risk' vehicles and impair the company's
ability to secure term funding in the asset-backed market at
economical pricing.  Still, Fitch does recognize the company's
efforts to offset market pressures by reducing operating expenses
in coming quarters and Fitch believe that expected declines in
fleet will reduce ABG's funding needs over the near-term.

The reduction in the notching of the senior secured facilities
relative to the IDR was driven by Fitch's expectations for
enhanced collateral requirements on existing conduit facilities
and new issuances of asset-backed term debt combined with a
reduction in recovery value estimates given disruptions in the
used car market, particularly on values for Ford, General Motors,
and Chrysler vehicles.  A recovery rating of 'RR3', however,
continues to reflect above-average recovery prospects for the
secured facilities.  The widening of the notching on the unsecured
debt was driven by the additional collateral assigned to the
secured facilities.  A recovery rating of 'RR6' for the unsecured
notes indicates below-average recovery expectations.

The Negative Outlook reflects the expectation for a tough
operating environment throughout 2009, as the economic down4turn
reduces airline travel and car rental demand, while disruptions in
the credit markets make it more difficult for ABG to access the
asset-backed markets for term funding. Negative rating action
could be driven by a reduction in market share, declines in EBITDA
which lead to a covenant breach, and/or a deteriorating liquidity
profile.  Conversely, market share maintenance, an improvement in
operating leverage, an ability to tap the ABS markets, additional
funding flexibility, and an improvement in liquidity and
capitalization could support positive rating momentum.


AVIS BUDGET: S&P's 'CCC+' Credit Rating on Developing CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Avis
Budget Group Inc., including its 'CCC+' corporate credit rating,
remained on CreditWatch with developing implications, where they
were placed.  Avis Budget announced that it had received
commitments to renew its $1.45 billion asset-backed conduit
facility that matures Dec. 26, 2008, and its $1 billion seasonal
ABS conduit facility that matures in February 2009.  It announced,
too, its launching of an amendment to replace the leverage and
interest coverage ratios in its corporate credit facility with a
minimum EBITDA covenant.

"Our lowering of the corporate credit rating yesterday to
'CCC+/Watch Dev/--' from 'B+/Watch Neg/--' had assumed the
successful completion of these initiatives," said Standard &
Poor's credit analyst Betsy Snyder.  "However, the company will
continue to be negatively affected by a continuing weak earnings
outlook for the U.S. car rental industry, due to pressure on
pricing and demand, which began earlier in 2008, and to
deteriorating automobile residual values.  S&P will assess these
factors in resolving the CreditWatch."

The $1.45 billion ABS conduit facility would be reduced to
$1.35 billion with a one-year extension from the expected closing
date on or before Dec. 26, 2008.  The seasonal facility would be
increased to $1.1 billion, with 25% reductions in borrowing
capacity in both September and October 2009, with a final maturity
in November 2009, also with an expected closing date on or
before Dec. 26, 2008.

"To resolve the CreditWatch, S&P will assess the successful
completion of the company's refinancings, the expected financial
performance from a reduced level of travel due to the ongoing
weaker economy and higher depreciation and interest expense, and
the effect from the distressed auto manufacturers," Ms.
Snyder said.


B MOSS CLOTHING: Creditors' Meeting Set for January 7
-----------------------------------------------------
Howard French at Journal Inquirer reports that a meeting of
B. Moss Clothing Co.'s creditors has been scheduled for Jan. 7,
2009, at 10 a.m. at the Office of the U.S. Trustee, Raymond
Boulevard, One Newark Center, Suite 1401, in Newark, New Jersey.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Hon. Novalyn L. Winfield of the United States Bankruptcy Court for
the District of New Jersey authorized B. Moss Clothing Company
Ltd. to conduct going-out-of-business sales of substantially all
their assets, free and clear of all liens and encumbrances.  Judge
Winfield also authorized the Debtor to assume a prepetition
consulting agreement with ARG Recovery LLC.

B. Moss posted on its Web site that it will be closing.

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


BARRATT AMERICAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barratt American Incorporated, Debtor
        5950 Priestly Dr.
        Carlsbad, CA 92008

Bankruptcy Case No.: 08-13249

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Barratt Investments Incorporated                   08-13254
Barratt USA Holdings, Inc.                         08-13259
BAMC Mortgage Company                              08-13264

Type of Business: The Debtors are a privately-owned home builder
                  in Southern California.

                  See: http://www.barrattamerican.com/

Chapter 11 Petition Date: December 24, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Marc J. Winthrop, Esq.
                  pj@winthropcouchot.com
                  Winthrop Couchot Professional Corp.
                  660 Newport Center Drive, 4th Flr.
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America/RE Mngd. Asts  trade             $5,000,000
Attn: Margaret Jackson
333 S. Hope St., 11th floor
Los Angelis, CA 90071
Tel: (213) 621-4861
Fax: (877) 207-2297

Interior Specialist Inc.       trade             $2,667,668
Attn: Ken Treaster
1630 Faraday Avenue
Carlsbad, CA 92008
Tel: (760) 929-6700
Fax: (760) 929-6701

Jack Becker                    trade             $1,500,000
1100 Lake Ridge Dr.
San Marcos, CA 92069
Tel: (760) 809-7799

Canac Kitchens                 trade             $1,301,184
Attn: Mark Losson
210 W. Taft Avenue
Orange, CA 92865
Tel: (714) 685-1715
Fax: (685)-6881

SelectBuild Construction       trade             $1,265,574
Attn: Barbara Laskaris
340 Rancheros Drive
San Marcos, CA 92069
Tel: (760) 736-8316
Fax: (736) 8319

Val Verde School District      trade             $837,979
Attn: Mike Boyd
975 W. Morgan Street
Perris, CA 92571
Tel: (951) 940-6117
Fax: (940) 940-6197

HnR Framing Sys aka            trade             $819,295
SelectBuild
Attn: Barbara Laskaris
340 Rancheros Drive
San Marcos, CA 92069
Tel: (760) 736-8316
Fax: (760) 736-8319

Hillcrest Contracting Inc.     trade             $809,614
Attn: Glen Salsbury
1467 Circle City
Corona, CA 91718
Tel: (951) 273-9600
Fax: (951) 273-9608

Capital Drywall Inc.           trade             $776,930
Attn: Jim Gates
1341 W. Arrow Hwy.
San Dimas, CA 91773
Tel: (909) 599-6818
Fax: (599-6729

Harris Fence Company           trade             $744,354
Attn: Jerry Havey
15188 Vista Del Rio
Chino, CA 91710
Tel: (909) 597-4714
Fax: (714) 774-0674

CDR Concrete                   trade             $734,802
Attn: Jimmy Mock
928 E. Vermont St.
Anaheim, CA 92805
Tel: (714) 774-9945
Fax: (714) 774-0674

Alarcon Sons Inc.              trade             $700,988
Attn: Samuel Alarcon jr.
5111 Gayhurst Avenue
Baldwin Park, CA 91706
Tel: (626) 960-6979
Fax: (626) 962-6768

D&S Construction               trade             $647,820
attn: Dan Schaldach
301-3 Enterprises St.
Escondido, CA 92029
Tel: (858) 485-8326
Fax: (858) 432-6147

Milgard Manufacturing          trade             $502,777
Attn: Jim Ayalde
26879 Diaz Road
Temecula, CA 92590
Tel: (951) 296-1400
Fax: (909) 296-1414

ePlastering Inc.               trade             $496,519

Hakes Sash & Door              trade             $476,458

De Maria LandTech Inc.         trade             $460,155

RCR Companies Inc.             trade             $447,357

Luce Forward                   legal             $426,827

Tiles Trends                   trade             $421,502

Oak Leaf Landscape             trade             $410,587

The petition was signed by senior vice president J. Michael
Armstrong.


BEAZER HOMES: Annual Stockholders' Meeting on February 5, 2008
--------------------------------------------------------------
Beazer Homes USA, Inc., will hold its annual meeting of
stockholders at 2:00 p.m. on February 5, 2009, at 1000 Abernathy
Road, in Atlanta, Georgia 30328.  At the meeting, stockholders
will vote on:

   1) The election of the six nominees for the Board of Directors;

   2) The ratification of the selection of Deloitte & Touche LLP
      by the Audit Committee of the Board of Directors as
      independent registered public accounting firm for the
      fiscal year ending September 30, 2009; and

   3) Any other such business as may properly come before the
      meeting.

The Board has fixed the close of business on December 8, 2008, as
the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.

Beazer Homes has filed a proxy statement in connection with the
solicitation of proxies by the Board for use at the annual
meeting.  A full-text copy of the proxy statement is available at
no charge at:

              http://ResearchArchives.com/t/s?36d8

On December 8, 2008, the company had outstanding 39,280,291 shares
of common stock.

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

As of September 30, 2008, Beazer's consolidated balance sheets
show $2.64 billion in total assets, $2.26 billion in total
liabilities, and $374,581 in stockholders' equity.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 12, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'B' from 'B+'; Secured revolving credit facility to 'BB-
/RR1' from 'BB/RR1'; Senior notes to 'B-/RR5' from 'B/RR5';
Convertible senior notes to 'B-/RR5' from 'B/RR5'; and Junior
subordinated debt to 'CCC/RR6' from 'CCC+/RR6'.


BERNARD L. MADOFF: Fraud Case to be Heard in NY Bankruptcy Court
----------------------------------------------------------------
Aleksandrs Rozens at Iddmagazine.com reports that some of the
fraud cases involving Bernard L. Madoff will be heard by the Hon.
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York.

As reported by the Troubled Company Reporter, the Securities
Investor Protection Corporation (SIPC), which maintains a special
reserve fund authorized by Congress to help investors at failed
brokerage firms, announced on Dec. 15, that it is liquidating
Bernard L. Madoff Investment Securities LLC of New York, under the
Securities Investor Protection Act.  SIPC filed an application
with the United States District Court for the Southern District of
New York for a declaration that the customers of Bernard L. Madoff
Investment are in need of the protections available under SIPA.
The United States District Court for the Southern District of New
York granted the application and appointed Irving H. Picard, Esq.,
as trustee for the liquidation of the brokerage firm, and further
appointed the law firm of Baker & Hostetler LLP as counsel to Mr.
Picard.

Citing a bankruptcy professional, Iddmagazine.com relates that the
Bernard L. Madoff Investment Securities liquidation may involve a
creditor's or investors committee, which the report says could be
formed after a formal meeting of creditors in bankruptcy court.

Iddmagazine.com states that Luc Despins, Esq. -- Paul, Hastings,
Janofsky & Walker's restructuring group chief and a counsel for
creditor committees in the Enron, Refco, and Lehman Brothers
bankruptcy cases -- said that U.S. and European institutional and
retail creditors and investors who want a committee to be formed
have contacted him.

A creditors or investors committee may be the best way to have
some control, "given magnitude of the case would it not be
efficient to have a creditors committee," Iddmagazine.com quoted
Mr. Despins as saying.  Mr. Despins suggested that Mr. Madoff be
in an insolvency proceeding, the report says.

Tom Lauricella and Scott Patterson at WSJ relate that Access
International Advisors co-founder Thierry Magon de La Villehuchet
was found dead Tuesday in his Manhattan office after suffering
losses of $1.5 billion in the Madoff fraud.

Citing people familiar with the matter, WSJ states that Bank
Medici has emerged as one of the most exposed European banks in
Bernard L. Maddoff Investment, with about $2.1 billion invested in
that company.

                     About Bernard L. Madoff

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

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


BIG WEST: Chapter 11 Filing Cues S&P's 'D' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Big West Oil LLC to 'D' from 'B+'.

At the same time, Standard & Poor's lowered its rating on the
company's $400 million term loan B to 'D' from 'BB'.  The recovery
rating on Big West's $400 million term loan B remains a '1',
reflecting Standard & Poor's expectation that the term loan
lenders will receive a very high (90% to 100%) final recovery on
their claim at the end of the insolvency process.

The downgrades follow the announcement that privately held Flying
J Inc. (unrated), parent of Big West, has filed petitions to
reorganize under Chapter 11 of the U.S. Bankruptcy Code.  The
Chapter 11 filing includes Flying J subsidiaries Big West and
Longhorn Pipeline (unrated).  Rapidly declining oil prices
initiated a systemic demand for liquidity to meet working capital
needs, which cascaded through Flying J and ultimately, Big West.
The swift decline in oil prices quickly reduced borrowing base
availability under Longhorn Pipeline's revolving credit facility,
which increased working capital requirements and strained Flying
J's liquidity.  While Big West's margins, cash flow, availability
under its $200 million revolver, and end markets supported
the rating, the rapid decline of liquidity at the other entities
resulted in a violation of the intercompany loan covenant at Big
West's revolver, which restricted further borrowings.

"Our comfort in maintaining the '1' recovery rating on the term
loan reflects the term lender's first-lien on Big West's fixed
assets and second-lien on its working capital assets, as well as
the limited draw on the company's first-lien working capital
revolving facility at default," said Standard & Poor's credit
analyst Paul Harvey.

Based on this capital structure, S&P estimate that the term
lenders would achieve a recovery of 90% of their claim should Big
West be valued at emergence from bankruptcy at a minimum of $4,400
per barrel of throughput capacity.

Big West Oil is a small, refining and marketing company with
101,000 barrels per day rated throughput capacity at two
refineries in Bakersfield, California and Salt Lake City, Utah.
Big West markets its product through wholesale markets as well as
through sales to Flying J's retail network.


BIOJECT MEDICAL: Is Pursuing Strategic Options to Raise Cash
------------------------------------------------------------
Bioject Medical Technologies Inc. disclosed in a November
regulatory filing with the Securities and Exchange Commission that
it entered into an agreement with Ferghana Partners, a global
investment banking firm, in September 2008 to assist the company
in pursuing various strategic alternatives, such as implementing a
merger or acquisition, strategic partnering or fund raising.

"We continue to monitor our cash and have previously taken
measures to reduce our expenditure rate, delay capital and
maintenance expenditures and restructured our debt," the company
said in the regulatory filing.

However, if the company does not continue to enter into an
adequate number of licensing, development and supply agreements,
or move the new business strategy forward in a timely manner, it
said it may need to do one or more of these actions to raise
additional resources, or reduce cash requirements:

   -- secure additional short-term debt financing;
   -- secure additional long-term debt financing;
   -- secure additional equity financing; or
   -- secure a strategic partner.

The company's consolidated balance sheets as of September 30,
2008, show $6.1 million in total assets, $5.0 million in total
liabilities, and $1.1 million in shareholders' equity.  Bioject
posted a $1.03 million net loss for the three months ended
September 30 on $1.65 in revenues.

The company said it has historically suffered recurring
operating losses and negative cash flows from operations.  As of
September 30, 2008, the company had an accumulated deficit of
$120.6 million.  At September 30, 2008, the company's cash, cash
equivalents and marketable securities were $1.6 million and it had
a working capital deficit of $400,000.

"There is no guarantee that . . . any [] process will result in
resources or other alternatives being available to us on terms
acceptable to us, or at all, or that resources will be received in
a timely manner, if at all, or that we will be able to reduce our
expenditure run-rate without materially and adversely affecting
our business. The current economic downturn and uncertainties in
the capital markets may result in it being more difficult for us
to obtain resources or engage in other strategic alternatives.
Inability to secure additional resources may result in our
defaulting on our debt, resulting in our lender foreclosing on our
assets, or may cause us to cease operations, seek bankruptcy
protection, turn our assets over to our lender or liquidate," the
company said.

During the second quarter of 2008, the company received an upfront
non-refundable payment of $1.4 million from Merial Limited for a
new long-term exclusive license, development and supply agreement
for a next generation companion animal device which allows for the
delivery of injectables.  The company expects to receive
additional payments as milestones are met.

During 2008, the company paid off the remaining $166,667 on its
December 2006 term loan, the remaining $333,333 on its August 2007
term loan and the remaining $52,475 on its line of credit.  No
balances remained outstanding on any of these loans at September
30, 2008.  In addition, in September 2008, it paid $137,500 in
principal on its $1.25 million outstanding convertible loan.

The company has outstanding a term loan agreement with Partners
for Growth, L.P. for $1.25 million of convertible debt financing.
The loan is due in March 2010, with principal payments of $55,000
due per month, at PFG's option, beginning October 1, 2008.  If PFG
elects to forgo any of the principal payments, the latest this
loan will be due is March 2011.

Effective September 15, 2008, the company entered into a Waiver
and Amendment to Loan and Security Agreement with PFG related to
the Convertible Loan.  The company was made to satisfy certain
conditions, including, but not limited to:

   -- Make a principal payment of $137,500 on September 15,
      2008;

   -- Make a principal payment of $137,500 on October 1,
      2008; and

   -- Make principal payments of $55,000 per month, at PFG's
      option, beginning October 1, 2008.

All of the payments were made as scheduled through November 14,
2008.

                     About Bioject Medical

Based in Portland, Oregon, Bioject Medical Technologies Inc.
(Nasdaq: BJCT) -- http://www.bioject.com/-- is a developer and
manufacturer of needle-free injection therapy systems (NFITS).
NFITS provide an empowering technology and work by forcing
medication at high speed through a tiny orifice held against the
skin.  This creates a fine stream of high-pressure fluid
penetrating the skin and depositing medication in the tissue
beneath.  The company is focused on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP expressed substantial doubt about Bioject Medical
Technologies 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 reported
that the company has suffered recurring losses, has had
significant recurring negative cash flows from operations, and has
an accumulated deficit.


BORDIER'S NURSERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bordier's Nursery, Inc.
        7231 Irvine Blvd
        Irvine, CA 92618

Bankruptcy Case No.: 08-18501

Type of Business: The Debtor sells ornamental floriculture and
                  nursery products.

                  See: http://www.bordiers.com/

Chapter 11 Petition Date: December 23, 2008

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Evan D. Smiley, Esq.
                  esmiley@wgllp.com
                  Lei Lei Wang Ekvall, Esq.
                  lekvall@wgllp.com
                  Robert S Marticello, Esq.
                  Rmarticello@wgllp.com
                  Weiland, Golden, Smiley, Wang Ekvall & Strok LLP
                  650 Town Center Dr., Ste. 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  Fax: (714) 966-1002

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
CH Robinson Company            trade debt        $728,356
PO Box 9121
Minneapolis, MN 55480-9121
Tel: (800) 486-6405

Western Farm Service Inc.      trade debt        $314,647
File #73041
PO Box 60000
San Francisco, CA 94160-3041
Tel: (760) 522-8349

T&R Lumber Company             trade debt        $313,003
PO Box 2484
Rancho Cucamonga
CA 91729-2484
Tel: (888) 899-3400

Parks Company                  trade debt        $232,754

Heritage Fields El Toro LLC    trade debt        $164,751

Robert Mann Packaging          trade debt        $163,581
Ryder Transportation Services  trade debt        $159,041

Northern Exposure LLC          trade debt        $153,336

Romeo Packing Company          trade debt        $140,113

RSA Soil Products Inc.         trade debt        $103,077

Lawrence L. Matheney           trade debt        $100,253

Wilbur-Ellis Company           trade debt        $80,681

Altman Plants Inc.             trade debt        $68,790

All States Truck Brokerage     trade debt        $63,375

PRO CAL                        trade debt        $58,515

Aztec Perlite Company Inc.     trade debt        $52,769

McGregor Plant Sales           trade debt        $51,791

Pacific Western Container      trade debt        $50,103

Geolabs                        trade debt        $45,129

The petition was signed by president Robert G. Sands.


BORGWARNER INC: Moody's Downgrades Preferred Shelf Rating to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service lowered BorgWarner Inc.'s Senior
Unsecured debt rating to Baa3 from Baa1 and left the rating under
review for possible downgrade.  The action is prompted by the
rapidly eroding outlook for auto parts suppliers in general, and
the specific implications of lower demand on BorgWarner's earnings
and cash flow prospects.  BorgWarner recently lowered its earnings
guidance for 2008, and Moody's expects earnings will also be
pressured in 2009 resulting in reduced credit metrics inconsistent
with the previously assigned ratings.  Moody's also noted that
BorgWarner faces refinancing needs for an existing bond as well as
its bank credit facility during 2009.

BorgWarner has a well established position as a supplier of
automotive products which enhance fuel economy, reduce emissions
and improve vehicle performance.  This, along with the company's
technology leadership, has historically supported revenue growth
and expansion in international markets.  The company has produced
favorable margins and substantial levels of free cash flow that
have been applied to reduce indebtedness.  Through the LTM ended
9/30/08 BorgWarner's Debt/EBITDA and interest coverage ratios were
1.5x and 7.1x respectively (using Moody's standard adjustments).
Importantly, with only 12% of revenues derived from the North
American operations of the Big-3 U.S. automakers, BorgWarner has
exhibited good customer and geographic diversification in its
business.

However, with the broadening economic downturn and tight credit
markets, automotive sales have plummeted on a global basis.  The
revised guidance suggests that BorgWarner will experience a
material erosion of its earnings and cash flow during the fourth
quarter of 2008.  Moreover, the company has indicated that it
lacks clarity in assessing the business outlook at least through
the first quarter of 2009.  Accordingly, Moody's believes that the
deterioration of operating performance experienced during the
fourth quarter could be sustained for some period of time, and
that the company's financial metrics will deteriorate.

BorgWarner has initiated a number of actions to address the
current situation, including reducing about 17% of its workforce,
extended holiday shutdowns, and shifting to a four-day work week
at certain European operations.  These actions should help the
company to adjust its cost structure to lower revenue levels
likely over the intermediate term, but further restructuring
actions could be needed to sustain financial performance at levels
consistent with even the Baa3 rating.

BorgWarner's financial profile will be adversely affected by
weaker cash flows resulting from dramatically lowered production
levels.  Furthering this pressure is the maturity of approximately
$137 million of senior unsecured notes in February 2009, and the
company's need to renew its $600 million multicurrency revolving
credit facility which matures in July 2009.  The facility is
undrawn at this time, but could represent an important source of
liquidity as the company works through the current difficult
business environment.

Moody's review will focus on BorgWarner's ability to adjust its
cost structure rapidly enough to contend with the new business
environment of lower automotive production, OEM plant closures and
sudden production schedule changes by automotive OEMs globally.
Further, Moody's will assess the current industry pressures and
the timing of any potential recovery in demand on the company's
operating performance.  The review will consider the adequacy of
BorgWarner's restructuring initiatives and the company's ability
to maintain credit metrics consistent with the assigned ratings.

As part of the review Moody's will consider BorgWarner's liquidity
profile, including its plans for refinancing the maturing note and
renewing its bank credit facility.  Demonstration of a strong
liquidity profile, combined with consistent progress in adapting
its cost structure to the current business environment and
improving financial metrics could facilitate confirmation of the
Baa3 rating.  However, evidence of further erosion of financial
metrics or indications of weakening liquidity would likely result
in further rating downgrades.

Ratings lowered and under review:

BorgWarner, Inc.

  -- Senior unsecured, to Baa3 from Baa1;

  -- Senior unsecured shelf, to (P)Baa3 from (P)Baa1;

  -- Subordinated shelf filing, to (P)Ba1 from (P)Baa2;

  -- Preferred shelf filing, to (P)Ba2 from (P)Baa3

BorgWarner Capital Trusts I, II and II

  -- Shelf filing for trust preferred securities, to (P)Ba1 from
     (P) Baa2

The last rating action on BorgWarner was on February 11, 2008 when
the company's senior unsecured ratings were raised to Baa1.

BorgWarner, Inc. headquartered in Auburn Hills, MI, is a global
tier-1 automotive supplier focused on engine and drivetrain
products.  In 2007, revenues were approximately $5.3 billion.  The
company operates manufacturing and technical facilities in 64
locations in 17 countries.


BURNSIDE AVENUE: Court Appoints Chapter 11 Trustee
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
appointed a Chapter 11 trustee for Burnside Avenue Lot Stores Inc.

As reported by the Troubled Company Reporter on Sept. 1, 2008,
the official committee of unsecured creditors of Burnside Avenue
sought authority from the Bankruptcy Court to conduct a probe on
the Debtor.

The Debtor acceded to the investigation request of the Committee,
and recently recommended conversion of its case to liquidation
proceedings under Chapter 7.  The company, according to
Mr. Rochelle, said that hostility from the committee obviated any
possibility of a plan, even though the company was ready to
propose a Chapter 11 plan that would provide for more recovery
than in a Chapter 7 case.

Bronx, New York-based Burnside Avenue Lot Stores Inc., dba Lot
Stores, owns and operates department stores.  The Debtor, with its
26 affiliates, filed a chapter 11 petition on July 31, 2008
(Bankr. S.D.N.Y. Case Nos. 08-12988 through 08-13017).  Judge
James M. Peck presides over the case.  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represents the Debtor in
its restructuring efforts.  Burnside Avenue Lot Stores listed
assets of $100,000,000 to $500,000,000 and debts of $10,000,000 to
$50,000,000.  The company listed assets of $13 million and debts
of $18 million, Bloomberg News says.


CABLEVISION SYSTEMS: Expects $25MM Impairment Charges for VOOM HD
-----------------------------------------------------------------
The management of Cablevision Systems Corporation and CSC
Holdings, Inc., as a result of the decision to discontinue funding
of the U.S. domestic offering of the suite of 15 channels,
concluded that charges for impairment of certain assets of VOOM HD
Holdings LLC would be required under generally accepted accounting
principles.

VOOM had been available in the United States only on the
companies' cable television systems and EchoStar Communications
Corporation's DISH Network.  In May 2008, after a purported
termination of its affiliation agreement with VOOM HD, EchoStar
ceased distribution of VOOM on its DISH Network.  VOOM HD expects
to continue to distribute those channels of the VOOM service
internationally that it distributes.

As a result of the companies' decision to terminate the U.S.
domestic programming business of VOOM, based on available
information, the companies expect to incur between approximately
$45 million and $65 million of impairment charges related to the
impairment of certain contractual programming rights, property,
plant and equipment and other miscellaneous assets under generally
accepted accounting principles.

These impairment charges are expected to be reflected in the
companies' fourth quarter 2008 financial statements.  The
impairment charges include cash expenditures that are estimated to
aggregate between approximately $25 million and $27 million
related to existing contractual commitments, which are programming
related.  Except for these cash payments, the impairment charges
are not expected to result in any material future cash
expenditures.

                 About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.7 billion and total liabilities of $14.6 billion, resulting
in a stockholders' deficit of $4.9 billion.

For three months ended Sept. 30, 2008, the company reported net
income $27.1 million compared with net loss of $79.3 million.

For nine months ended Sept. 30, 2008, the company reported net
income of $93.8 million compared with net income of
$211.8 million.


CC MEDIA: S&P Raises Corporate Credit Rating to 'B' From 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services has raised its corporate credit
rating on San Antonio, Texas-based CC Media Holdings Inc., which
S&P analyzes on a consolidated basis with its operating
subsidiary, Clear Channel Communications Inc., to 'B' from 'SD'
(selective default).  The rating outlook is stable.

At the same time, S&P raised the issue level ratings on five of
the company's unsecured note issues maturing in 2010 through 2013
to 'CCC+' from 'D'.  The recovery rating on this debt remains at
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.

"The rating actions reflect S&P's assessment of the company's
financial condition and business outlook following the
consummation of its subpar tender offer," said Standard & Poor's
credit analyst Mike Altberg.  "Although S&P expects continued weak
operating performance in both radio and outdoor, S&P believes the
company should have sufficient liquidity over the intermediate
term and maintain adequate headroom against its financial
covenants.  The company's extremely high leverage remains a long-
term rating concern in light of declining secular trends in radio
advertising."

On December 23, 2008, S&P lowered its corporate credit rating on
CC Media Holdings to 'SD' from 'CC'.  At the same time, S&P
lowered the issue-level rating on five of the company's unsecured
note issues maturing in 2010 through 2013 to 'D' from 'C'.

The downgrade reflected the company's completion of a tender offer
for unsecured bonds at a steep discount to face value, which, as
S&P stated on Dec. 5, 2008, S&P views as tantamount to a default,
though the tender does not constitute a legal default.  The
company had announced that it received $354.6 million of the
combined aggregate principal amount of the bonds for which it
has tendered at a steep discount to face value.  These bonds
consist of $252.4 million of its 7.65% senior notes due 2010
($133.7 million remain outstanding) which it funded with its
delayed-draw term loan, $27.1 million of its 6.25% senior notes
due 2011 ($722.9 million outstanding), $26.7 million of its 4.4%
senior notes due 2011 ($223.3 million outstanding), $24.2 million
of its 5% senior notes due 2012 ($275.8 million outstanding), and
$24.3 million of its 5.75% senior notes due 2013 ($475.7 million
outstanding).  The total consideration paid, including accrued
interest, was roughly $195.7 million, of which $169.5 million was
funded with the delayed-draw term loan and the remaining amount
with cash on hand.

In cutting the company's rating, Mr. Altberg said, "We will
reassess the company's business outlook over the immediate term.
Due to the modest amount of debt tendered, the post-tender capital
structure remains virtually unchanged.  It is S&P's preliminary
expectation that the corporate credit rating will be raised back
to 'B'."

Clear Channel is the No. 1 radio operator in the U.S., in terms of
revenue and number of stations, and it has approximately a 90%
ownership interest (through Clear Channel Holdings) in Clear
Channel Outdoor Inc., the largest global outdoor advertiser.
Clear Channel's radio segment has significant geographic and
format diversity, and is ranked No. 1 or No. 2 in terms of market
share in all of the top 10 markets and in roughly 70% of the
top 25 markets.

Pro forma for the subpar tender offer, balance sheet debt to
EBITDA was about 9.5x as of Sept. 30, 2008, up from 9.4x at
June 30, 2008.  S&P's adjusted debt to EBITDA (including third-
party debt, guaranteed letters of credit, acquisition-related
earn-out payments, operating leases, and minimum franchise
payments associated with noncancellable contracts) was steep, at
10.6x.  Pro forma for a full year's interest burden under the
post-LBO capital structure, EBITDA coverage of interest was very
low, at about 1.4x as of the same date.  Based on S&P's forecast
for 2009, Standard & Poor's Ratings Services expects discretionary
cash flow to be breakeven to slightly negative.  Prior to the LBO,
the company's conversion of EBITDA to discretionary cash flow was
in the 30% to 50% range.


CENTERLINE HOLDING: Moody's Confirms Corp. Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service confirmed the corporate family rating of
Centerline Holding Company at B2.  The rating outlook is negative;
this concludes Moody's review.  This follows the extension of the
term loan and revolver maturities for one year by Centerline's
lenders.  Centerline's near-term liquidity position remains
challenging; Moody's believes, however, that Centerline maintains
sufficient funds to meet its remaining needs in 2008.  Looking
beyond this year, Moody's is concerned that disruptive conditions
in the commercial real estate, affordable housing and financial
markets will continue to pressure Centerline's rating.

A return to a stable rating outlook would be predicated upon
Centerline's ability to maintain positive cash flow, demonstrate
adequate liquidity for 2009 and restore fixed charge coverage to
at least 1.5x for several quarters.  Absent this, or should fixed
charge coverage drop below 1.0x for more than two quarters would
likely result in a further downgrade.

This rating was confirmed with a negative rating outlook:
Centerline Holding Company - B2 corporate family rating.
The last rating action with respect to Centerline was on November
3, 2008 when its rating was lowered to B2 from B1 and remained on
review for possible downgrade.

Centerline Holding Company is headquartered in New York, New York
and is the parent company of Centerline Capital Group, which is an
alternative asset manager focused on real estate funds and
financing.  As of September 30, 2008, Centerline had more than
$14 billion of assets under management.

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


CENTRAL IOWA ENERGY: McGladrey & Pullen Raises Going Concern Doubt
------------------------------------------------------------------
McGladrey & Pullen LLP, in Davenport, Iowa, audited the balance
sheets of Central Iowa Energy, LLC as of September 30, 2008 and
2007, and the related statements of operations, members' equity
and cash flows for the years then ended.

In a letter dated December 22, 2008, McGladrey & Pullen noted that
the company has suffered losses from operations and has
experienced significant increases in the input costs for its
products.  "This has created liquidity issues and caused the
company to be, in violation of its bank debt covenants and there
is no assurance that such violations will be waived which,
together, raise substantial doubt about the company's ability to
continue as a going concern."

John Van Zee, president and director, and Kimberly Smith,
principal financial and accounting officer, relate that for the
year ended September 30, 2008, the company has generated
significant net losses of $2,414,438 and experienced significant
fluctuations in the costs of the basic product inputs and sales
prices.  "In an effort to increase profit margins and reduce
losses, the company increased its production of animal fat-based
biodiesel and decreased its production of soybean oil-based
biodiesel, as animal fats are currently less costly than soybean
oil.  The company also utilized corn oil as an alternative to
soybean oil as much as possible.  Additionally, through its
biodiesel marketer, Renewable Energy Group, Inc., the company has
been exporting its biodiesel internationally, which the company
anticipates will return greater profits than domestic biodiesel
sales.  Furthermore, the company may scale back the rate at which
it produces biodiesel."

According to Mr. Zee and Ms. Smith, the company has also
undertaken significant borrowings to finance the construction of
its biodiesel plant.  "The company has timely made each scheduled
payment required under its loan documents.  The loan agreements
with the company's lender contain restrictive covenants, which
require the company to maintain minimum levels of working capital,
tangible owner's equity, and tangible net worth, as well as a
fixed charge coverage financial ratio.  [For the year ended
September 30, 2008], the company failed to comply with all of the
restrictive covenants, which were measured for the first time on
May 31, 2008.  The company may continue to fail to comply with one
or more loan covenants contained in its loan documents during the
2009 fiscal year.  This raises doubts about whether the company
will continue as a going concern."

On April 3, 2008, the company was officially notified by the
lender that they were in default under the loan agreement, and on
April 24, 2008, the company received written notice from the
lender that the interest rate on all of the company's credit
facilities with the lender would be increased by 2% effective
June 1, 2008.  The Rate Notice provides that the lender has agreed
to temporarily forebear from exercising some of its rights and
remedies under the loan agreements pending additional information
and performance by the company.  However, in the future it is
possible that the lender may elect to exercise one or more of the
other remedies provided under the loan agreements and by
applicable law, including, without limitation, acceleration of the
due date of the unpaid principal balance outstanding on the
Company's real and personal property.  The company's ability to
continue as a going concern is dependent on the company's ability
to comply with the loan covenants and the lender's willingness to
waive any non-compliance with those covenants.

The company's lender has indicated that the company must raise
capital in an amount sufficient to comply with the company's loan
covenants over the next 12 months and to have adequate cash
reserves on hand.  In October 2008, the company's lender decreased
the line of credit to $2 million.

The company has engaged a consultant to assist them in locating
prospective sources of equity or business partners and seek
additional short-term debt financing.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?36c5

                     About Central Iowa Energy

Central Iowa Energy, LLC, was organized with the intention of
developing, owning and operating a 30 million gallon biodiesel
manufacturing facility near Newton, Iowa.  The company was in the
development stage until April 2007, when the Company commenced
operations.


CERBERUS PARTNERS: Suspends Investors' Withdrawals
--------------------------------------------------
Peter Lattman at The Wall Street Journal reports that Cerberus
Capital Management's chief Stephen Feinberg said in a letter to
clients that flagship Cerberus Partners fund will pay 20% of year-
end withdrawals in cash and suspend the remaining withdrawals for
investors for up to one year.

WSJ quoted Mr. Feinberg as saying, "When we wrote to you at the
end of September we thought the trading levels for debt were
ridiculously low and there was a great buying opportunity . . . we
were wrong.  We believe it is necessary to suspend withdrawals in
part so as to unduly increase the illiquidity of the fund for
remaining investors and to permit the fund to take advantage of
the buying opportunities currently available in this depressed
market on a limited basis."

WSJ relates that Cerberus Capital had sizable losses in October
and November from a "wrong-way bet" on the fixed-income markets.

                         About Cerberus

Established in 1992, Cerberus Capital Management, L.P. --
http://www.cerberuscapital.com/-- is a private investment firm
with $16.5 billion under management in funds and accounts.
Through its team of more than 275 investment and operations
professionals, Cerberus specializes in providing both financial
resources and operational expertise to help transform undervalued
companies into industry leaders for long-term success and value
creation.  Cerberus is headquartered in New York City, with
offices in Chicago, Los Angeles, and Atlanta, as well as advisory
offices in London, Baarn, Frankfurt, Tokyo, Osaka and Taipei.


CHARTER COMMS: Board of Directors OKs Rights Agreement Amendment
----------------------------------------------------------------
The board of directors of Charter Communications, Inc., approved
of an amendment to the Rights Agreement dated Aug. 14, 2007, with
Mellon Investor Services LLC.  The Rights Agreement is set to
terminate on the earlier to occur of:

   -- a specified event among a set of events, or
   -- the fixed date of Dec. 31, 2008.

The Amendment extends that fixed date to Dec. 31, 2009.  The
Rights Agreement provides that it may be amended without the
consent of the holders of the Rights in respect of our Class A
Common Stock, provided that the board obtains the prior approval
of the holders of a majority of the Class B Common Stock.  The
Amendment was approved by unanimous written consent of the holder
of a majority of the Class B Common Stock of Charter by resolution
dated Dec. 23, 2008.

The Rights Agreement was adopted by the board in an effort to
protect stockholder value by attempting to protect against a
possible limitation on its ability to use its net operating loss
carryforwards to reduce potential future federal income tax
obligations.  To the extent that the NOLs do not otherwise become
limited, Charter believes that it will be able to carry forward
several billion dollars of NOLs, and therefore these NOLs could be
a substantial asset to it.

The Rights Agreement is intended to deter any Ownership Change
which would substantially limit and impair the timing and ability
of Charter to use its NOLs therefore significantly impairing the
value of this asset.  The Rights Agreement establishes a dividend
distribution of one preferred share purchase right for each
outstanding share of Charter's Class A common stock, par value
$0.001 and Class B common stock, par value $0.001 on Aug. 31,
2007.

Subject to the terms, provisions and conditions of the Rights
Agreement, if the Rights become exercisable, each Right would
initially represent the right to purchase from Charter one one-
thousandth of a share of Charter's Series B Junior Preferred
Stock, par value $0.001.  If issued, each fractional share of
Preferred Stock would give the stockholder approximately the same
dividend, voting and liquidation rights as one share of Charter's
Class A Common Stock.

However, prior to exercise, a Right will not give its holder any
rights as a stockholder of Charter, including without limitation
any dividend, voting or liquidation rights.  The Rights are not
exercisable until 10 days after a public announcement by Charter
of an event of ownership change as described in further detail in
the Rights Agreement upon the terms and conditions also as more
fully set forth therein.

Further, upon an issuance of Class A Common Stock and Class B
Common Stock under the Rights Plan, additional membership units
will be issued to the Charter, as holder of the Class B common
membership units, by Charter Communications Holding Company, LLC,
to mirror at Holdco the economic effect of such issuance of common
stock pursuant to that certain letter agreement for mirror rights
dated Aug. 14, 2007, by and among Charter, Charter Investment,
Inc., and Vulcan Cable III Inc.  Holders of the Holdco common
membership units that are convertible into shares of its Class B
Common Stock will have equivalent rights which may be exercised,
on generally the same terms and conditions as set forth in the
Rights Plan, for additional Holdco common membership units.
Concurrent with the Amendment, the parties to the Holdco Mirror
Agreement have approved and executed an amendment also extending
the expiration date of the Holdco Mirror Agreement to Dec. 31,
2009.

Before the Distribution Date, the board may amend or supplement
the Rights Agreement without the consent of the holders of the
Rights in respect of its Class A Common Stock.  After the
Distribution Date, the board may amend or supplement the Rights
Agreement only to cure an ambiguity, to alter time period
provisions, to correct inconsistent provisions or to make any
additional changes to the Rights Agreement, but only to the extent
that those changes do not impair or adversely affect any rights
holder and do not result in the rights again becoming redeemable.
Notwithstanding, Charter and the Rights Agent will not supplement
or amend the Rights Agreement without the prior approval of the
holders of a majority of the Class B Common Stock.

                   About Charter Communications

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

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

TCR reported on Dec. 22, 2008, 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.


CHRYSLER LLC: Cuts Costs Further, Aims Plan Submission by March
---------------------------------------------------------------
Neal E. Boudette at The Wall Street Journal reports that Chrysler
LLC senior executives told dealers this weak that the company is
cutting costs further to show the government that it can be
viable.

WSJ quoted Chrysler Vice Chairman Jim Press as saying, "We have to
make concessions from the whole organization to make this loan
work."  The report says that Chrysler CEO Robert Nardelli told
employees earlier this week that Chrysler will work to identify
and achieve cost savings.  "These concessions discussions will
happen quickly, as a full governmental review and approval of our
plan is expected by March 31," the report quoted him as saying.

The White House announced on December 19 that the Treasury
Department will extend a $9.4 billion secured loan to General
Motors 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.

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.

Citing a source, WSJ relates that Chrysler executives said that
the company wants to submit a restructuring plan by March 2009
that shows how it will "size down" in response to dropping auto
sales.  According to WSJ, a spokesperson said that the company has
been working for more than a year to downsize.  Chrysler and its
majority owner, Cerberus Capital Management LP, would try to keep
the company going as a stand-alone business in the short term, WSJ
says.

According to WSJ, Chrysler would seek additional concessions from
its suppliers and unionized workers.

                     About Chrysler LLC

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

                         *     *     *

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

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

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

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


CHRYSLER LLC: Fitch Says $17.4MM Bailout Gives Temporary Relief
--------------------------------------------------------------
A rapid or disorderly bankruptcy by one or more of the U.S. auto
manufacturers or their captive finance companies would likely
result in negative rating actions on certain U.S. dealer floorplan
ABS transactions, although the U.S. government's $17.4 billion
bailout announcement provides at least temporary relief and limits
the likelihood of this event occurring in the near term, according
to Fitch Ratings.

To date the performance of Fitch rated dealer floorplan ABS is
within expectations with few signs of stress from the financial
pressure being experienced at the manufacturer, captive finance
company and dealership levels.

The current precarious financial condition of the US auto
manufacturers, however, have raised questions among investors
regarding the potential impact of a manufacturer bankruptcy on the
performance of U.S. auto ABS transactions in general and dealer
floorplan transactions in particular. When analyzing dealer
floorplan loan securitizations, Fitch has always assumed that the
manufacturer files Chapter 11 and the following occur
simultaneously: auto sales decline; numerous dealers default on
their floorplan loans; and a large number of new and used vehicles
are repossessed and auctioned as a result.

The transaction structure is then stressed to determine if credit
enhancement is sufficient to withstand vehicle value declines
consistent with the proposed rating level.

The orderliness of the bankruptcy is a key assumption in Fitch's
analysis as it limits the likelihood of catastrophic dealer
bankruptcies and highly disorganized collateral liquidations.  The
fact that all three US manufacturers and captive finance companies
are experiencing such significant financial and operational
difficulty could test the validity of this assumption particularly
given the recessionary environment and the inability of dealers to
obtain alternative financing because of credit market pressures.

If the likelihood of a disorderly bankruptcy increases, Fitch
would place the dealer floorplan transactions on Rating Watch
Negative which could be followed in quick succession with
downgrades if there are any early signs that the performance of
the transactions is outside of Fitch's expectations.  The
magnitude of the downgrades will depend on the degree to which
actual performance deviates from Fitch's stress scenarios.
Fitch has had numerous conversations with the US dealer floorplan
ABS issuers over the past two months.

Certain issuers have indicated that they are taking steps to
reduce dealer credit lines and otherwise mitigate the
transactions exposure to higher risk borrowers.  While positive,
it is unclear if these steps will be of sufficient benefit to
offset the increase in bankruptcy risk.

Fitch has requested additional information from the issuers which
it will use to assess stress assumptions related to various
bankruptcy scenarios.  Fitch will review this information to
determine if any rating actions are warranted.

Fitch currently rates approximately $12 billion in dealer
floorplan ABS related to the US domestic auto manufacturers.
These were issued by each of Ford's, General Motors's and
Chrysler's corresponding captive finance arms through nine
separate issuances and include a combination of fixed and floating
rate securities from seven trusts: Ford's Ford Credit Floorplan
Master Owner Trust (FCFMOT), GMAC's Superior Wholesale Inventory
Finance Trust VIII (SWIFT VIII), Superior Wholesale Inventory
Finance Trust X (SWIFT X), Superior Wholesale Inventory Finance
Trust XI (SWIFT XI), Superior Wholesale Inventory Financing Series
2007-AE-1, and SWIFT Master Auto Receivables Trust (SMART) and
Chrysler's Master Chrysler Financial Owner Trust.


CIENA CAPITAL: Court Sets January 21 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Jan. 21, 2009, at 5:00 p.m. (prevailing Eastern Time) as the
deadline for all persons and entities asserting a claim against
Ciena Capital LLC and its debtor-affiliates to file proofs of
claim in the Debtors' cases.

Governmental entities have until March 30, 2009, at 5:00 p.m
(prevailing Eastern Time), to file proofs of claim.

Proofs of claim must be filed either by mailing or delivering the
original proof of claims to Donlin, Recano & Company, Inc. or the
Bankruptcy Court:

     (If by first class mail)

     Donlin, Recano & Company, Inc.
     Re: Ciena Capital LLC f/k/a
     Business Loan Express, LLC
     Claims Processing Center
     P.O. Box 2039
     Murray Hill Station
     New York, New York 10156

     (If by hand delivery or overnight courier)

     Donlin, Recano & Company, Inc.
     Re: Ciena Capital LLC f/k/a
     Business Loan Express, LLC
     Claims Processing Center
     419 Park Avenue South, Suite 1206
     New York, New York

     (If delivered by hand)

     United States Bankruptcy Court
     Southern District of New york
     One Bowling Green, Room 534
     New York, New York 10004-1408

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 10 of its debtor-affiliates filed
separate petitions for Chapter 11 relief on Sept. 30, 2008 (Bankr.
S.D. N.Y. Lead Case No. 08-13783).  Peter S. Partee, Esq., and
Scott H. Bernstein, Esq., at Hunton & Williams LLP, in New York;
Andrew Kamensky, Esq., at Hunton & Williams LLP, in Miami,
Florida, represent the Debtors as counsel.  Mark T. Power, Esq.,
and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP, in New York,
represent the Official Committee of Unsecured Creditors as
counsel.


CIENA CAPITAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ciena Capital LLC, formerly know as Business Loan Express, LLC,
filed with the U.S. Bankruptcy Court for the Southern District of
New York, its schedules of assets and liabilities, disclosing:

     Schedule                       Assets        Liabilities
     --------                       ------        -----------
  A. Real Property
  B. Personal Property           $361,123,930
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           $325,072,352
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                            $71,555,547
     Unsecured Non-priority
     Claims
                                 ------------    ------------
TOTAL                            $361,123,930    $396,627,899

Headquartered in New York City, Ciena Capital LLC --
http://www.cienacapital.com/-- offers commercial real estate
finance services including loans and long term investment property
financing.  The company and 11 affiliates files for Chapter 11
protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No.
08-13783).  Peter S. Partee, Esq., and Scott H. Bernstein, Esq.,
at Hunton & Williams LLP, in New York; Andrew Kamensky, Esq., at
Hunton & Williams LLP, in Miami, Florida, represent the Debtors as
counsel.  Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn
& Hessen LLP, in New York, represent the Official Committee of
Unsecured Creditors as counsel.


CITIGROUP INC: Inks Separate Agreements with Old Lane Execs
-----------------------------------------------------------
Citing people familiar with the matter, David Enrich at The Wall
Street Journal reports that Old Lane Partners LP CEO Guru
Ramakrishnan and other senior executives have signed separation
agreements with Citigroup Inc., which will sever their ties with
Citi by Dec. 31, 2008.

According to WSJ, Citi purchased Old Lance for more than
$800 million in 2007.  WSJ relates that Old Lane has been winding
down its operations, when investors withdrew most of their money.

"The hedge fund's hefty price tag and quick demise angered
Citigroup employees and investors, especially as Citigroup's
overall financial condition worsened.  Mr. Pandit reaped at least
$165 million from the deal, while Mr. Ramakrishnan's take was tens
of millions of dollars, a person familiar with the matter said,"
WSJ reports.

A person familiar with the source said that Mr. Ramakrishnan, Old
Lane Chief Financial Officer Jonathan Barton, and other executives
are considering running alternative-investment businesses, WSJ
reports.  The report states that Old Lane is also considering
launching a small hedge fund.

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

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


CITRUS VALLEY: Moody's Downgrades Revenue Bond Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has downgraded Citrus Valley Health
Partners' underlying revenue bond rating to Ba2 from Ba1.  This
rating action affects $80 million of outstanding Series 1998
Certificates of Participation issued through the California
Statewide Communities Development Authority.  The outlook has been
revised to negative from stable.  The downgrade and the negative
outlook reflects CVHP's deteriorating financial performance, the
organization's weakening balance sheet, the economic challenges
facing the San Gabriel Valley region in general, and CVHP's very
significant future capital needs.

Legal security: The outstanding bonds are secured by a pledge of
gross revenues of the obligated group which includes Citrus Valley
Health Partners (the parent corporation), Citrus Valley Medical
Center, and Foothill Presbyterian Hospital.  The obligated group
makes up the majority of the system's revenues and assets.

Interest rate derivatives: None

                           Challenges

* Third consecutive year of declining operating performance;
  operating results declined to a loss of $5.8 million (-1.6%
  margin) in FY 2008 (based on ten-months unaudited financials
  annualized) from $466,000 (0.1% margin) in FY 2007; operating
  cashflow dropped to $12.8 million (3.6% margin) in FY 2008 from
  $17.5 million (5.0%) in FY 2007

* Fifth consecutive year of declining outpatient surgery volumes

* Unfavorable payer mix with Medi-Cal making up 23% of gross
  revenues, and Medicare responsible for 43%; difficult operating
  environment given state's unfunded mandates

* Sharp recent decline in liquidity primarily due to investment
  losses; unrestricted cash and investments dropped to $54 million
  (57 days cash on hand) as of October 31, 2008, form $81 million
  (87 days) at fiscal-year-end 2007; cash to debt fell over the
  same period to 68% from 89% with no increase in debt

* High average age of plant of 18.5 years due to many years of
  deferred maintenance; very significant capital expenditures will
  be needed to make system seismic compliant; flagship facility
  expected to be in violation when new regulations become
  effective in 2013

                           Strengths

* Localized system consisting of three hospitals with contiguous
  service areas in the East San Gabriel Valley garnering a strong
  and stable 36% market share; remaining market share spread among
  numerous organizations with none larger than 6%

* Stable inpatient volumes; system is well utilized averaging 78%
  occupancy

* Adequate debt coverage (despite weakening cashflows) due in part
  to light overall leverage; CVHP has not issued debt since 1998;
  maximum annual debt service coverage (based on ten-months fiscal
  year 2008 annualized) is 2.4 times

* New senior management in place, although this represents a
  transition for the organization

                   Recent results/developments

The rating update follows review of CVHP's audited financial
statements for FY 2007 ended December 31, and unaudited,
management prepared financial statements for ten months FY 2008
ended October 31.  Based on the ten month interim financials
annualized, FY 2008 represents CVHP's third consecutive year of
declining operating performance.  Operating results dropped
significantly during the year, and well underperformed budgeted
expectations.  Results from operations declined to a loss of
$5.8 million (-1.6% margin) from $466,000 (0.1% margin) in FY
2007, and operating cashflow dropped to $12.8 million (3.6%
margin) from $17.5 million (5.0%).  Operating cashflow is at its
lowest level on a nominal basis in five years.

There are a number of causes contributing to the ongoing pressure
on operations.  In 2006, the nurses at CVMC unionized, which
resulted in a steep 9% increase in labor costs.  While increasing
salaries to more competitive levels has had the salutary
consequence of lowering both nursing vacancy and turnover rates,
Moody's have concern over management's ability to match expense
increases with revenue increases going forward given CVHP's high
exposure to Medi-Cal and Medicare (23% and 43% of gross revenues,
respectively).  In 2008, Medi-Cal patient volume increased, while
volumes overall decreased, resulting in just a 1% increase in
revenues year over year.  Other operating challenges include
capacity constraints within certain service lines, continued
restrictions on the transfer of patients to LA County USC Medical
Center, and the continued decrease in the number of outpatient
surgeries performed.

Going forward, management has the stated goal of reaching break-
even from operations in FY 2009.  Performance enhancements include
efforts to improve efficiencies, the possible introduction of
hospitalists to the system, the expansion of available beds at
Queen of the Valley, and a decrease in the use of registry nurses.
Nevertheless, Moody's believes operating pressure may well
continue through FY 2009 due to the likely further deterioration
of payer mix, pressures on bad debt and charity expense, and other
factors resulting from weaker demographic factors in the East San
Gabriel Valley.

CVHP has a somewhat aggressive asset allocation for an
organization in its rating category with approximately 50% of
assets invested in equities.  In 2008 (as of October 31), the
value of CVHP's unrestricted cash and investments dropped more
than 30%, from $80.6 million to $54.5 million, resulting in a drop
of liquidity from an already somewhat weak 87 days cash on hand to
a much a weaker 57 days cash on hand and a primary factor for the
rating downgrade.  This places CVHP currently in violation of a
minimum liquidity requirement of 60 days.  The covenant is tested
annually at year end on December 31.  MBIA, the insurer of CVHP's
only bonds, has the right to accelerate bonds upon failure to meet
the liquidity test.  CVHP failed the test at one other time, in FY
2001, at which time MBIA acquired a mortgage on the facility in
exchange for an agreement to allow for three years to cure.  It is
unknown what action MBIA will take in the event CVHP fails the
liquidity test on December 31.

Moody's believes a very significant challenge for CVHP is its
future capital needs.  CVHP has accumulated a large amount of
deferred capital and currently has a very high average age of
plant of 18.6 years.  Two of CVHP's three hospital facilities are
not compliant under current seismic guidelines, and management
does not plan to come into compliance by the time the new
regulations become effective in 2013.  With thin liquidity, and
limited market access, CVHP currently does not have the resources
to ensure the long-term viability of its capital plant.

Nevertheless, CVHP is making strategic investments with an eye
toward improving operating cashflow.  In 2008, CVHP completed the
replacement of the emergency room at the Foothill campus and
launched a project that will create 22 additional acute care beds
at Queen of the Valley.  Moody's believe these projects
demonstrate management's continued commitment to its service area.

                            Outlook

The outlook has been revised negative (at the lower rating level)
from stable reflecting CVHP's deteriorating financial performance,
the organization's weakening balance sheet, the economic
challenges facing the San Gabriel Valley region in general, and
CVHP's very significant future capital needs.

                 What could change the rating - Up

Improvement in performance and significant growth of liquidity;
identification of resources to address capital needs

                What could change the rating - Down

Continued deterioration of financial performance or liquidity
position; loss in market share due to increased competitive
pressures; material increase in debt without commensurate growth
in cash flow

                         Key indicators

Assumptions & Adjustments:

  -- Based on financial statements for Citrus Valley Health
     Partners, Inc. and Affiliates

  -- First number reflects audit year ended December 31, 2007

  -- Second number reflects unaudited ten-month interim financials
     ended October 31, 2008 annualized

  -- Results exclude gain or loss on sale of property

  -- Investment returns smoothed at 6%

* Inpatient admissions: 32,239; n/a

* Total operating revenues: $352.7 million; $356.7 million

* Moody's-adjusted net revenue available for debt service:
  $22.3 million; $16.4 million

* Total debt outstanding: $82.1 million; $80.1 million

* Maximum annual debt service (MADS): $6.7 million; $6.7 million

* MADS Coverage with reported investment income: 3.8 times; 1.7
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 3.3 times; 2.4 times

* Debt-to-cash flow: 4.5 times; 6.6 times

* Days cash on hand: 87 days; 57 days

* Cash-to-debt: 98%; 68%

* Operating margin: 0.1%; -1.6%

* Operating cash flow margin: 5.0%; 3.6%

Rated debt (debt outstanding as of 12/31/2007)

  -- Series 1998 Fixed Rate Certificates of Participation
     ($55.5 million outstanding), insured by MBIA currently rated
     Baa1 with a developing outlook; Ba2 underlying rating

  -- Series 1998 Auction Rate Certificates of Participation
     ($25.0 million outstanding) insured by MBIA currently rated
     Baa1 with a developing outlook; Ba2 underlying rating

The last rating action was on October 18, 2007 when Moody's
affirmed the Ba1 rating and stable outlook


CLAYTON WILLIAMS: Moody's Reviews 'B2' CFR for Likely Downgrade
---------------------------------------------------------------
Moody's Investors Service placed Clayton Williams Energy, Inc.'s
ratings (B2 Corporate Family Rating, B2 Probability of Default
Rating, and B3 rated senior unsecured notes) under review for
possible downgrade.

The review for possible downgrade reflects Moody's heightened
concerns regarding CWEI's high cost structure, likely continued
weak leveraged full-cycle ratio, and a near-term capital budget
that is expected to be primarily focused on higher risk
exploration with an expected substantially reduced development
drilling program.  Given the current commodity price environment
and the higher costs associated with the company's long-life oil
reserves in the Permian Basin and Austin Chalk, CWEI has
substantially curtailed its development drilling program.  While
service costs will likely moderate over the near-term, there
remains uncertainty as to whether costs will diminish sufficiently
to justify resumption of development drilling given the cost
structure in the company's current portfolio of properties. As a
result, the company has turned to an exploration program to
identify lower cost properties.  However, Moody's notes that this
entails a considerable amount of risk, particularly given the
company's small size and financial leverage profile.

The review also reflects Moody's concerns about the CWEI's
financial leverage profile in relation to its year-end 2008
reserve and future production levels.  Moody's recognizes that
during 2008 CWEI reduced leverage through asset sales in April of
2008 and the liquidation of its commodity derivative contracts in
December of 2008.  However, Moody's believes that CWEI faces the
risk of negative reserve revisions given the high cost structure
of certain of its properties, which could negatively impact its
financial leverage profile.  In addition, the company's debt to
production (the generator of all its cash flows) could be
negatively impacted if the company were to continue to curtail its
development drilling program.  Furthermore, with the unwinding of
its commodity derivative contracts, CWEI currently does not have
any of its production hedged in 2009, further limiting visibility
around its cash flow generation.

CWEI's liquidity profile currently appears to be adequate, with
Moody's expectation that the company will maintain spending within
internally generated cash flows in 2009, its borrowing base
recently affirmed at $250 million in November of 2008, and
sufficient headroom under its financial covenants.  CWEI had $123
million outstanding under its credit facility and $34 million of
cash as of September 2008.  However, Moody's notes that
significantly reduced credit capacity stemming from low commodity
prices and/or significant negative reserve revisions could result
in a borrowing base reduction and trigger tightness in the
company's liquidity, which could result in Moody's revisiting the
SGL-3 Speculative Grade Liquidity rating.

Moody' expects to resolve the review following the evaluation of
CWEI's 2008 year-end results, including its FAS 69 data, cost
structure, and reserve based leverage metrics.  Moody's will also
evaluate CWEI's 2009 capital expenditure budget, projected
sequential production trends, future operating strategy, and its
liquidity profile.

The last rating action on CWEI was on November 30, 2007, at which
time the rating outlook was changed to negative from stable.

Clayton Williams Energy, Inc. is an independent oil and gas
exploration and production company headquartered in Midland,
Texas.


CLEAR CHANNEL: Cash Tender Offers Won't Affect Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service commented that the cash tender offers
announced by Clear Channel Communications, Inc. and CC Finco, LLC
on November 24, 2008 will have no impact on the company's B2
Corporate Family Rating or stable outlook.

The tender represents a refinancing of senior unsecured debt with
senior secured debt, and due to the discount price of the notes
being repurchased, Clear Channel will benefit from a relatively
modest amount of debt reduction over all which does not materially
impact the company's credit metrics or maturity profile.

Moody's does not expect to classify Clear Channel's cash tender
offers as a distressed exchange default.  The company is tendering
for $252 million of 7.65% Senior Notes due 2010 for $164 million
(35% discount to par), $27 million of 6.25% Senior Notes due 2011
for $9 million (68% discount to par), $27 million of 4.40% Senior
Notes due 2011 for $7 million (75% discount to par), $24 million
5.00% Senior Notes due 2012 for $5 million (80% discount to par),
and $24 million 5.75% Senior Notes due 2013 for $4 million (82.5%
discount to par).  The transaction is viewed as being more
opportunistic in nature and mainly will be funded under liquidity
facilities that were previously exclusively earmarked for
redemption of this debt at the time of the closing of the
company's LBO.

Clear Channel's covenants, which become active in Q1 2009, are
projected to have over 20% cushion in Q1 '09, declining to mid
single digits by Q4 '09, and they measure senior secured debt
leverage only, rather than total debt leverage.  Despite Moody's
current 2009 assumption of a 10% decline in radio advertising
revenues, a 7% decline in outdoor advertising revenues, and in
excess of 80% flow through of the revenue decline to EBITDA due to
the high fixed-cost nature of the company's businesses, Moody's
anticipate the company remaining in compliance with its secured
leverage covenant over the next twelve months, so there is no near
term indication of distress.

Since the company is refinancing unsecured debt with secured debt,
the tender actually negatively impacts the covenant up until the
original 2010 notes' maturity date, despite the tender's overall
debt reduction impact, so the tender is not occurring in order to
avoid a covenant default.  This negative impact is substantially a
timing difference, as the 2010 notes were expected to be
refinanced at par with the delayed draw term loan in 2010.
Following the 2010 maturity date when the notes would have been
retired at par, there is a favorable impact on leverage given the
35% discount paid to repurchase the notes.  The tender for the
other notes also negatively impacts the leverage covenant for the
same reasons, but the impact is negligible given the small amount
of bonds tendered and the low dollar cost and usage of the
company's $2 billion revolver, its primary liquidity source after
free cash flow.

Most of the tender cost is for the 2010 notes which are being
financed with a pre-established $1.25 billion delayed draw term
loan.  The loan was established at the time of Clear Channel's LBO
exclusively for the redemption of the company's 4.25% $500 million
senior notes due in 2009 and the 7.65% $386 million (as of
9/30/08) Senior Notes due 2010, so the company's liquidity is not
impacted by this larger portion of the tender.  The relatively
nominal aggregate purchase price expected to be paid for the
senior notes maturing in 2011, 2012 and 2013, which Moody's
expects will be funded with drawings under the $2.0 billion
revolving credit facility, is not a material reduction of the
company's liquidity.  Moody's believes that the likelihood of
additional material cash tenders of senior unsecured debt is
somewhat more remote given that the retirement of additional notes
would likely require additional borrowing under the company's
senior secured revolving credit facility, thus placing added
pressure on its secured leverage covenant during an expected very
challenging 2009 period.

On July 30, 2008, Moody's assigned Clear Channel a B2 Corporate
Family Rating and B2 probability-of-default rating.  In addition,
Moody's affirmed the company's SGL-2 speculative grade liquidity
rating.

For the assignment of Clear Channel's CFR, Moody's has used its
methodology for the Global Broadcast Industry, which can be found
at www.moodys.com in the Credit Policy & Methodologies directory,
in the Ratings Methodologies subdirectory.  Other methodologies
and factors that may have been considered in the process of rating
this issuer can also be found in the Credit Policy & Methodologies
directory.

Clear Channel Communications, Inc., with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and premiere opportunities for
advertisers.  The company's businesses include radio and outdoor
displays.  Clear Channel's revenue for the year ended December 31,
2007 was $6.8 billion.


COMBIMATRIX CORP: Has Sufficient Liquidity Until Q3 2009
--------------------------------------------------------
CombiMatrix Corp. said in a regulatory filing with the Securities
and Exchange Commission that management believes it has sufficient
liquidity to fund operations into the third quarter of 2009.

The company said at September 30, 2008, it had cash, cash
equivalents and short- and long-term available-for-sale
investments of $11.1 million.

"In order for our company to continue as a going concern beyond
this point and ultimately to achieve profitability, we will be
required to obtain capital from external sources, increase
revenues and reduce operating costs.  However, there can be no
assurance that such capital will be available at times and at
terms acceptable to us, or that higher levels of product and
service revenues will be achieved," the company cautioned.

The company said the issuance of additional equity securities,
should that occur, will cause dilution to shareholders.  If
external financing sources are not available or are inadequate to
fund operations, the company said it will be required to reduce
operating costs including research projects and personnel, which
could jeopardize future strategic initiatives and business plans.

At December 31, 2007, the company had cash, cash equivalents and
short- and long-term available-for-sale investments of $8.2
million.  At that time, the company anticipated that its cash,
cash equivalents and anticipated cash flows from operations would
be sufficient to meet cash requirements through September 2008.
In July 2008, the company raised $10 million in a financing
transaction by issuing to YA Global Investments, L.P. (i) a
secured convertible debenture with an aggregate principal amount
of $10 million, which is convertible into shares of common stock
at a fixed conversion price of $11.87 per share; and (ii) warrants
to purchase up to 336,984 shares of common stock.

The company also noted that as of September 30, 2008, its short-
and long-term available-for-sale investments (net of unrealized
losses) of $1.7 million were held in auction rate securities,
which are currently illiquid due to the collapse of the auction
rate securities market since February 2008.  The inability to
liquidate the remainder of the securities at par value in the near
future could materially jeopardize its ability to execute business
strategies.

The company posted revenues for the 2008 third quarter of
$1.0 million versus $2.1 million for the second quarter of 2008
and $1.7 million in the third quarter of 2007.  Third quarter 2008
revenues were comprised of $343,000 in government contact revenues
and $668,000 in CustomArrayTM product, equipment and service
revenues, including $463,000 in diagnostic services revenue.
Third quarter 2007 revenues were comprised of $627,000 of
government contract revenues and $1.1 million of CustomArrayTM
product, equipment and service revenues, including $142,000 in
diagnostic services revenue.

Net loss for the third quarter of 2008 was $4.2 million versus
$3.4 million in the comparable 2007 period.

As of September 30, 2008, the company had $37.4 million in total
assets, $10.7 million in total liabilities, and $26.6 million in
shareholders' equity.

Headquartered in Mukilteo, Washington, CombiMatrix Corp.
(NasdaqGM: CBMX) -- http://www.combimatrix.com/-- is a
diversified biotechnology company that develops and sells
proprietary technologies, products and services in the areas of
drug development, genetic analysis, molecular diagnostics,
nanotechnology research, defense and homeland security, as well as
other potential markets where the company's products and services
could be utilized.

                       Going Concern Doubt

Peterson Sullivan PLLC, in Seattle, Washington, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing CombiMatrix's financial statements
for the year ended Dec. 31, 2007.  The firm pointed to the
company's history of incurring net losses and net operating cash
flow deficits.


COMFORT CO: Amends Plan, Awaits Disclosure Statement Approval
-------------------------------------------------------------
Comfort Co. is awaiting court approval of the disclosure statement
explaining the terms of its reorganization plan.

The U.S. Bankruptcy Court for the District of Delaware is expected
to rule that the disclosure statement contains information
necessary for claim holders to make an informed judgment on the
Plan after no objections were outstanding prior to the Dec. 22
hearing.

According to Bloomberg's Bill Rochelle, to ward off objections,
Comfort revised the Plan and Disclosure Statement after taking
comments from the official committee of unsecured creditors and
the U.S. Trustee.

Instead of 0.9% of the new stock of reorganized Comfort, unsecured
creditors, the Creditors Committee's constituency, will now split
$325,000 cash plus certain proceeds from lawsuits.  The Plan,
according to Mr. Rochelle, also provides for these terms:

  -- Holders of first lien debt by the Debtor to have the Court's
     ruling that $125 million of their $281 million claims are
     secured will receive (i) $100 million secured note and 75%
     of the new stock to pay off their secured claims, and (ii)
     additional 6.8% of the new stock and 68% of the recoveries
     in avoidance actions on account of their deficiency claims.

  -- Holders of second-lien claims owed $52.2 million are to have
     2.3% percent of the new stock and 23% of lawsuit recoveries.

  -- Other unsecured creditors are in line for 0.9% of the stock
     plus 9% of lawsuit proceeds.

As reported by the Troubled Company Reporter on Dec. 16, the plan
contemplates 100% recovery, in cash, to holders of allowed
administrative claims, priority tax claims, DIP claims,
other priority claims, and other secured claims.  Holders of
equity interests won't recover anything under the Plan.  The Plan,
as amended, still does not specify the percentage recoveries by
other creditor groups, according to Mr. Rochelle.

JPMorgan is the administrative agent for the first lien and second
lien loans.

                      About Comfort Co.

Comfort West Long Branch, New Jersey-based Co., Inc. --
http://www.sleepinnovations.com/-- makes and sells foam bedding,
sleep products and accessories.  The company and its affiliates
filed for Chapter 11 protection on Oct. 3, 2008 (Bankr. D.
Delaware Case No. 08-12305).  Michael R. Lastowski, Esq., at Duane
Morris LLP assists the company in its restructuring effort.  The
U.S. Trustee for Region appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Lowenstein Sandler PC
and Connolly Bove Lodge & Hutz LLP represent the Committee in
these cases.  The company listed assets of $100 million to
$500 million and debts of $100 million to $500 million.


CONSTELLATION COPPER: Seeks Assignment in Bankruptcy Under BIA
--------------------------------------------------------------
Constellation Copper Corporation filed an assignment in
bankruptcy under the Bankruptcy and Insolvency Act.  The company
said that it is unable to meet its ongoing obligations and expects
that no value will remain available to shareholders.

The company's Board of Directors determined it had no choice but
to file an assignment in bankruptcy and has appointed Deloitte &
Touche Inc. to act as Trustee in Bankruptcy.  All of the board
members and officers of Constellation have tendered their
resignations effective [Tues]day.

The Lisbon Valley mine was originally financed with a $30 million
collateralized loan package from Investec Bank (UK) Limited and a
$3 million subordinated loan from Sempra Metals & Concentrates
Corp.  The Investec financing facility was amended in February
2006 to extend the facility by $10 million which was used to pay
construction costs and to repay the Sempra loan.  In connection
with the increased Investec debt facility, the company agreed to
sell forward copper in commodity swap transaction arrangements
with Investec.

The Investec financing facility was further amended in March 2007
for an additional $1.5 million.  On March 15, 2007, the company
repaid the outstanding Investec loan of $30,685,000 with a portion
of the proceeds of the sale of CDN$69 million of 5.5% convertible
unsecured senior debentures due March 31, 2012.

The company said it was unable to retire the remaining hedges at
that time and continued to service that obligation to Investec
from production revenues.  The hedges were originally struck at an
average copper price of $1.86 per pound.  Since that time all of
the remaining hedges have been closed out at higher prevailing
market prices, and the Company owes Investec $9.7 million, the
company said.

The company further said the interest on the Debentures is payable
semi-annually on March 31 and September 30.  The company related
that it did not pay the interest on the Debentures when due on
March 31, 2008, and Sept. 30, 2008.  Following the prescribed cure
period ended April 30, 2008, the non-payment of interest in March
2008 was considered an event of default, requiring the Company to
accrete the Debentures up to its CDN$69 million face value, which
is payable on demand, according to the company.

The company noted that it finalized in February 2008, an amendment
to the hedging arrangement under which Investec is allowed to
sweep the Lisbon Valley bank accounts for cash in excess of a
prescribed minimum balance on each settlement date after February
2008, until all amounts due have been paid.  Investec has been
sweeping the amounts without leaving a balance since October,
2008.  The company said it has been negotiating with Investec to
have amounts released that would permit it to continue operations.

Investec has released certain amounts for specific necessary
operating expenditures at the Lisbon Valley Mine but has not
released sufficient funds for the company and its subsidiaries to
continue corporate operations that led to the inability to pay the
property payment due on the Terrazas zinc/copper project in
Chihuahua, Mexico during October such that the company's interest
in Terrazas had to be relinquished.

Moreover, the company was unable to make required property
payments on its San Javier copper project in Sonora, Mexico during
December, and those rights are also in default.  Current copper
and zinc prices have made both projects much less valuable than
they had been earlier in the year.

The company said it has been working to reach an agreement with
Jaguar Financial Corporation and Glencore International AG
pursuant to the letter of intent announced on Sept. 3, 2008,
without success.  Since announcing that the Company was seeking
new financing or a sale of properties in September 2007, 35 mining
companies and financial firms have completed confidentiality
agreements and have conducted due diligence on the Company's
various assets.  Detailed negotiations were conducted with several
firms, but only a few went past the confidentiality agreement and
initial due diligence stage.

The Company said on Nov. 20, 2008, that it was unable to file its
unaudited financial statements and related Management Discussion &
Analysis for the third quarter ended Sept. 30, 2008, by the
required filing date under applicable Canadian securities laws.

The company said it no longer expects to file such documents on or
before January 14, 2009.  The Company has therefore asked the
securities regulatory authorities in each of the Provinces of
Canada to replace the management cease trade order covering the
former Chief Executive Officer and Chief Financial Officer of the
Company with an issuer cease trade order.

Pat James, Chairman, President and CEO, stated "The Company has
been actively pursuing its strategic alternatives, including
various near term financing alternatives, such as bank financing,
equity investment, mergers, and sale of certain assets or sale of
the entire Company as first announced in September, 2007.
Unfortunately, we have been unsuccessful in finding a solution to
the Company's cash liquidity problems."

"The Board and management would like to acknowledge the
outstanding efforts of the Company's employees during the
exploration and development of its mineral properties, the
operation of the Lisbon Valley mine and the recent difficulties
experienced by the Company.  We would also like to thank the
vendors and professional service providers who have supported our
efforts in this difficult time," Mr. James said.

                   About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (NEX: CCU.H)) -- http://www.constellationcopper.com/
-- evaluates and develops mineral properties in the United States
and Mexico. The company holds its properties primarily through
three of its wholly owned subsidiaries, Lisbon Valley Mining Co.
LLC, Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de
C.V. LVMC operates the Lisbon Valley copper mine, which comprises
three main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper. Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits. San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.


CONTINENTAL AG: Working on a Loan Restructure to Avert Default
--------------------------------------------------------------
The Wall Street Journal, citing people familiar with the matter,
has reported that Continental AG is optimistic it could obtain its
bankers' approval to restructure its loans to avert a possible
default.  According to the Journal's sources, the company could
breach terms of loans it took on in the EUR11 billion
(US$14.33 billion) acquisition of Siemens AG's VDO auto-
electronics business last year.

Continental's earnings, hit by a sharp decline in global auto
demand, could fall below a level stipulated in the loan agreement
as early as March, the Journal's sources said.

As a result of the weak economic environment Continental has once
more reduced its expectation for its adjusted FY08 EBIT margin to
7.5%-8% (before VDO purchase price amortization and integration
and restructuring costs) from 8.5% and markedly below the group's
10.5% margin posted in FY07.  Moreover, the group may take a
goodwill impairment charge of up to EUR1bn in FY08 for ongoing
restructuring and integration risks from the VDO acquisition in
light of the weak markets.

On December 12, 2008, the Executive Board of Continental AG,
Hanover, said it was concerned about the intervention of the
Schaeffler Group in Continental's business negotiations.
Continental is a party to an open-ended investment agreement with
the Schaeffler Group.

"We have been made aware of a letter from the management of the
Schaeffler Group to several of our banks.  In this letter, the
Schaeffler Group is obviously attempting to influence the talks
being held proactively by Continental with regard to securing our
long-term financing. This move is a massive encroachment upon the
sovereignty and independence of Continental's management. We are
irritated by this action of the Schaeffler Group, as we feel that
it clearly goes against the spirit of the jointly reached
investment agreement. To top it off, this intervention is at a
point in time when an approval of the EU Commission has not yet
been granted," said Continental Executive Board chairman Dr. Karl-
Thomas Neumann on Friday in Hanover.

The vice chairman of the Executive Board and CFO Dr. Alan Hippe
pointed out that Continental will continue to hold talks with the
banks as planned: "Our business partners in the banks have been
familiar with our experience and reliability for many years. With
this proactive step, we are safeguarding our financing as best as
possible in a forward-looking manner, with a view to the
uncertainties we are facing in the crisis year 2009. This has a
positive effect for Continental, and at the same time is in the
interest of all our shareholders, in particular the Schaeffler
Group. This holds all the more true as Continental will continue
to have a substantial free cash flow in 2008, 2009 and 2010 and
thus further reduce its indebtedness steadily, as in 2008."

Continental said the agreement, entered into in August 2008,
contains extensive provisions to safeguard the interests of
Continental AG, its shareholders, employees and customers.  It
cannot be terminated by the parties before spring 2014. In the
agreement, Schaeffler has undertaken, among other things, to limit
its position to a minority shareholding in Continental AG (up to
49.99%) for a period of four years. Schaeffler has also undertaken
to support the ongoing strategy and business policies of the
Executive Board while maintaining its current market and brand
appearance, and to not demand a sale of operations or seek other
significant restructuring measures.  Former German Chancellor Dr.
Gerhard Schroder is involved as a guarantor for ensuring the
obligations specified in the investment agreement are fulfilled.

Headquartered in Hanover, Germany, Continental AG (OTC:CTTAY) --
http://www.conti-online.com/-- is an automotive industry
supplier.  The Company focuses its activities on the development,
production and distribution of products that improve driving
safety, driving dynamics and ride comfort.  It operates in six
main divisions.  Chassis and Safety provides active and passive
driving safety, safety and chassis sensor systems, as well as
chassis components.  Powertrain offers gasoline and diesel
systems, actuators, motor drives and fuel supply, as well as
hybrid electric vehicles systems.  Interior manufactures
information management modules and wireless mobile devices.
Passenger and Light Truck Tires provides tires for passenger cars,
light trucks, motorcycles and bicycles.  Commercial Vehicle Tires
offers tires for trucks, as well as industrial and off-the-road
vehicles.  ContiTech specializes in the rubber and plastics
technology, offering functional parts, components and systems for
the automotive industry and other sectors.

Fitch Ratings says Continental is one of the five largest
automotive suppliers globally with targeted sales of EUR25 billion
in FY08.

                          *     *     *

Fitch Ratings has downgraded Continental AG's Long-term Issuer
Default and senior unsecured ratings to 'BB+' from 'BBB-' (BBB
minus) and its Short-term IDR to 'B' from 'F3'.  The Long-term IDR
and senior unsecured ratings have been placed on Rating Watch
Negative.

The downgrade reflects Fitch's view that Continental's financial
profile is no longer commensurate with a 'BBB-' (BBB minus) rating
amid accelerating deterioration in the global auto markets,
including massive production cutbacks by car producers.

Fitch noted that the group faces sizable refinancing risk for its
EUR3.5bn tranche from the VDO acquisition facility, maturing in
August 2010.  This is partly mitigated by its EUR2.5 billion
revolving credit facility (committed until 2012) and cash of
nearly EUR1 billion as at Q308.  Fitch expects sales in western
Europe to decrease by between 12%-15% in 2009 and cautions that
these forecasts may be revised down further due to the ongoing
deterioration in the economic environment and tighter consumer
spending.

On December 18, 2008, Moody's downgraded Continental's ratings to
Ba1 with a negative outlook from Baa3.


CROTCHED MOUNTAIN: Moody's Downgrades Issuer Rating to 'B1'
-----------------------------------------------------------
Moody's Investors Service has downgraded Crotched Mountain
Rehabilitation Center's issuer rating to B1 from Baa3.  The rating
remains on watchlist for further possible downgrade.  Moody's
expect to conclude Moody's next review of the rating with a 90 day
period.  The downgrade addresses the significant deterioration in
liquidity in unaudited fiscal year 2008 and through four months FY
2009 and the risks associated with its swap and letter of credit
agreement.  The issuer rating reflects the unsecured general
obligation characteristics of CMRC and is not a rating on the
organization's bonds.

Interest rate derivatives: CRMC entered into a swap agreement in
conjunction with the issuance of the Series 2006 bonds whereby it
pays a fixed rate of 3.776% and the variable component is set at
62% of LIBOR-BBA+.34% with a notional amount of $30.7 million.
The counterparty is RBC Capital Markets and the swap terminates on
January 1, 2037.  As of November 30, 2008, the mark to market
valuation on the swap was negative $7 million and CRMC was
required to post collateral in the amount of $5.7 million.  The
swap agreement also includes an additional termination event
whereby if the underlying, unenhanced rating of the organization
falls below Baa3 the counterparty can terminate the agreement and
CRMC would be required to pay the fair market value.  Moody's has
incorporate the risks of the swap in the B1 issuer rating.

                            Strengths

* Niche provider of rehabilitation, education, residential, and
  care management services for physically and developmentally
  challenged children and adults

* Sizeable cash and investment portfolio ($58.7 million cash and
  investments, including restricted endowment funds)

* CMRC received significant rate increases from Medicaid (50%
  increase) and has implemented several cost reduction measures
  which has led to significant improvements in operating results
  through four months of fiscal year 2009 with an operating margin
  of -6.7% and operating cash flow margin of 1.7% compared to an
  operating margin of -17.8% and operating cash flow margin of -
  9.7% through the same period last year

                            Challenges

* History of significant operating losses with operating margins
  in the negative double digit range which has deteriorated
  further in recent fiscal years.  The organization has
  historically relied on its foundation to help offset losses.

* Liquidity has declined steadily since FY 2002 and the decline
  has been exacerbated in FY 2008 and through October 31, 2008 due
  to the current investment market environment.  AT FYE 2008,
  unrestricted cash had declined to $18.8 million (115 days cash
  on hand) from $27.0 million (185 days cash on hand) at FYE 2007.
  Liquidity has continued to decline through October 31, 2008 to
  $15.3 million (105 days cash on hand).  The Crotched Mountain
  Foundation is 52% invested in equities and the remainder in
  fixed income and cash.

* CMRC's current swap outstanding is $7 million out of the money
  and the organization's liquidity position has been further
  exacerbated due to a $5.7 million collateral posting
  requirement.

                  Recent developments/results

CMRC reported another poor year of operating performance with an
operating deficit of $11.3 million (-22.1% operating margin) and
negative operating cash flow of $7.0 million (-13.8% operating
cash flow margin) in FY 2008 (based on unaudited financials)
compared to an operating deficit of $9.6 million (-22.0% operating
margin) and negative cash flow of $6.5 million (-14.0% operating
cash flow margin) in FY 2007.  While this margin does not include
fundraising and endowment income, including these revenue streams
CMRC still generated a loss of -11.1% in FY 2008 compared to a
loss of -14.5% in FY 2007.  Despite rate increases from New
Hampshire's Medicaid program and various efficiency initiatives
aimed at reducing the number of FTEs needed to deliver the
appropriate care, FY 2008 performance continued to be on par with
historical levels.  The entire financial management team of the
organization was replaced and an outside consultant was engaged,
in order to assist management in formulating a turnaround plan
aimed at a significant reduction in operating losses in the first
year and positive net revenue by the third year of implementation.

In FY 2009, the Crotched Mountain Specialty Rehabilitation
Hospital received a 50% rate increase from the state which will be
retro-active for FY 2008. The unaudited FY 2008 results do not
reflect the change in rates.  As a result of these significant
rates increases; a reduction of 34 FTEs; and expense savings in
various non personnel areas, performance through four months of FY
2009 has dramatically improved with an operating deficit of
$1.1 million (-6.7% operating margin) and operating cash flow of
$290 thousand (1.7% operating margin) compared to an operating
deficit of $2.9 million (-17.8% operating margin) and negative
cash flow of $1.6 million (-9.7% operating cash flow margin)
through the same period last year.  With help from the outside
consultant, management is taking steps to further reduce costs by
an additional $1 million and projects by fiscal year end 2009,
CRMC will record an operating deficit of $1.0 million (-5.7%
operating margin) and operating cash flow of $392 thousand (2.2%
operating cash flow margin).  By FY 2010, management expects to be
reach break even operating performance.  In order for CMRC to
reach break even operating performance by 2010, management plans
on shifting its current payor mix to include more commercially
insured patients with a focus on Anthem, the largest insurer in
the state.

CMRC's balance sheet has historically benefited from the support
of the Crotched Mountain Foundation and is a key credit strength.
However, CMF's unrestricted cash balance has been declining for
the last several years and significantly deteriorated in FY 2008.
At unaudited fiscal year end 2008, the consolidated organization's
unrestricted cash balance was at $18.0 million (115.2 days cash on
hand) compared to $27.0 million (185.2 days cash on hand) at FYE
2007.  The decline in unrestricted cash and investments was
attributed to operating losses, investment losses, and a spike in
accounts receivables which increased to 84.4 days in FY 2008 from
57.7 days in FY 2007.  Management attributed the increase in AR
days to a loss of experienced personnel.  With the decline in
liquidity, cash to debt has declined to 59.6% in unaudited FY 2008
from 85.0% in FY 2007.  As of October 31, 2008, unrestricted cash
balance has declined further $15.3 million (105 days cash on hand)
due to continued investment losses and a $2.4 million collateral
posting requirement for the swap outstanding with RBC Capital
Markets which has resulted in cash to debt declining further to
42.3%.  Management has indicated that through the end of November,
the collateral posting requirement has increased to $5.7 million
and the swap is currently $7 million out of the money.

Given the significant decline in unrestricted liquidity, CMRC may
run the risk of not being able to meet its obligations if RBC
Capital Markets were to terminate the swap and/or Allied Irish
Bank, its letter of credit provider for its Series 2006 bonds,
were to accelerate payments under its Reimbursement Agreement with
CMRC.  The Letter of Credit provider has the right to accelerate
payment from the obligor if there is a failed remarketing and the
bonds become bank bonds for 30 days.  Given recent market
disruptions, a failed remarketing is plausible.  In addition, the
Letter of Credit agreement includes a Material Adverse Effect
clause as an event of default, which allows the Letter of Credit
Provider to accelerate payment for any number of events that they
deem to be materially adverse in nature.

In response to the deterioration in liquidity, the board has
decided to no longer rely on the foundation to support operations
and management has put together a plan to increase liquidity via
improved operations and through the strategic sale of non-
financial assets.  In FY 2009, management plans to sell various
pieces of real estate that is not needed for operations and the
sale of a conservation easement on 1,165 acres of forest land to
the U.S. Forest Legacy Program for a total of $3.6 million.  In
addition, management plans on adding $1.5 million from operating
cash flow.  Given current market conditions, management may face
challenges in selling its properties at the projected price.  In
addition, CMF is currently 50% invested in equities, 40% invested
in fixed income securities, and the remainder in cash and remains
at risk for continued investment losses in the near term which can
potentially offset the benefits expected from its endowment
improvement plan.

CMRC continues to maintain its niche role as a provider of
rehabilitative, educational, and residential services in the New
Hampshire and New England area.  CMRC provides four key areas of
service including its school, residential, brain injury and
children's hospital programs.  Census levels continue to remain
stable with 123 students enrolled at the school of which 93 are
part of one of the various residential programs and the remainder
are commuting students.  The brain injury and children's hospital
each has 30 people. CMRC's key challenge continues to be matching
clients with appropriate services and effectively predicting
availability of beds, not competition from other providers.

                 What could change the rating--UP

Significant improvement in liquidity; reworked capital structure
that reduces short-term liquidity risks; significant improvement
in operations that is demonstrated and sustainable

                What could change the rating--DOWN

Further decline in unrestricted cash balances; termination of the
swap or declaration of an event of default under the letter of
credit agreement

                          Key indicators

Assumptions & Adjustments:

  -- Based on financial statements for Crotched Mountain
     Foundation and Affiliates

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

  -- Second number reflects unaudited financial statements ended
     June 30, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $46.4 million; $51.0 million

* Moody's-adjusted net revenue available for debt service: -
  $3.4 million; -$2.0 million

* Total debt outstanding: $31.8 million; $31.5 million

* Maximum annual debt service (MADS): $2.0 million; $2.0 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: -1.7 times; 1.0 times

* Debt-to-cash flow: -7.1 times; -9.1 times

* Days cash on hand: 185.2 days; 115.0 days

* Cash-to-debt: 85.0%; 59.6%

* Operating margin: -20.2%; -22.1%

* Operating cash flow margin: -12.2%; -13.8%

The last rating action was on December 4, 2008 when the issuer
rating of Crotched Mountain Rehabilitation Center was put on
watchlist for downgrade.


DAIMLERCHRYSLER FINANCIAL: S&P Downgrades Credit Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on DaimlerChrysler Financial
Services Americas LLC to 'CCC-' from 'CCC+'.  The ratings are
placed on CreditWatch with developing implications.

"The rating action follows the Dec. 22, 2008, downgrade of DCFSA's
parent Chrysler LLC to 'CC' from 'CCC+' following Chrysler LLC's
announcement that, as part of its receipt of $4 billion in
emergency loans from the U.S. government, it will seek to obtain
concessions from its secured lenders," said Standard & Poor's
credit analyst John K. Bartko, C.P.A. (see "Chrysler LLC Rating
Lowered to 'CC' On Likely Distressed Debt Exchange; Outlook
Negative," published Dec. 22, 2008, on RatingsDirect).  Although
the company did not provide specific details, S&P interpret this
to mean that Chrysler LLC will offer to exchange some or all of
its secured debt for equity or new debt at a steep discount to
face value.  Given Chrysler LLC's weak liquidity, S&P considers
such an offer to be a distressed exchange and, as such, tantamount
to a default.

S&P considers DCFSA a captive finance company of Chrysler LLC, and
as such its ratings are linked to those on Chrysler LLC.  However,
S&P has not equalized the ratings in this situation because DCFSA
is not contemplating a debt exchange.  Similarly, the CreditWatch
Developing considers that despite the positive implications for
DCFSA's parent Chrysler LLC with regard to the government loans,
the risk of bankruptcy remains high for both entities (see
"Bankruptcy Risk Remains High For U.S. Automakers Despite Gov?t
Loans From U.S. And Canada," published Dec. 22, 2008, on
RatingsDirect).

The positive implications attached to the CreditWatch Developing
designation consider that if Chrysler LLC were to complete an
exchange offer, S&P would lower the corporate credit rating on
Chrysler LLC to 'SD' (selective default) and lower the exchanged
issue ratings to 'D'.  S&P would then, shortly thereafter, assign
a new corporate credit rating to Chrysler LLC.

S&P's preliminary expectation is that its corporate credit rating
on Chrysler LLC would likely not rise out of the 'CCC' category
immediately following the consummation of a debt exchange.  Upon
assignment of new ratings to Chrysler LLC, S&P would equalize its
rating on DCFSA with those on Chrysler LLC.  As mentioned, it is
likely that S&P's rating on Chrysler LLC would not rise out of the
'CCC' category, which would include the possibility that such
ratings could be higher than S&P's current 'CCC-' rating on DCFSA,
yet still within the category.


DAVIDSON DIVERSIFIED: Sept. 30 Balance Sheet Upside Down by $11MM
-----------------------------------------------------------------
Davidson Diversified Real Estate III, L.P.'s September 30, 2008,
balance sheet showed total assets of $11,931,000 and total
liabilities of $22,941,000, resulting in a partners' deficit of
$11,010,000.

The Partnership recognized net losses of approximately $468,000
and $965,000 for the three and nine months ended September 30,
2008, compared to the net losses of approximately $412,000 and
$1,005,000 for the three and nine months ended September 30, 2007.
The increase in net loss for the three months ended September 30,
2008, is due to an increase in total expenses and a decrease in
total revenues.  The decrease in net loss for the nine months
ended September 30, 2008, is due to a decrease in total expenses
and the recognition of a casualty gain during 2008, partially
offset by a decrease in total revenues.

Martha L. Long, senior vice president, and Stephen B. Waters, vice
president, relate that the Partnership has recurring operating
losses, an accumulated deficit, and as of September 30, 2008, and
December 31, 2007, had approximately $6,788,000 and $6,114,000,
respectively, of advances and related accrued interest due to an
affiliate of Davidson Diversified Properties, Inc. -- the Managing
General Partner.

"In a letter dated April 4, 2006, this affiliate of the Managing
General Partner demanded payment in full of all outstanding
advances owed by the Partnership to it, plus related accrued
interest.  The Partnership does not have sufficient assets to
repay the advances and related accrued interest.  In addition, the
Partnership does not believe that the proceeds from a refinancing
of the mortgage of the Partnership's sole investment property
would be sufficient to repay the existing first mortgage plus the
advances and related accrued interest due to an affiliate of the
Managing General Partner.  The Partnership has defaulted on its
repayment of the advances due to an affiliate of the Managing
General Partner; and therefore, the affiliate of the Managing
General Partner may take legal action, which would include
foreclosure of the Partnership's sole investment property.  The
Managing General Partner is continuing to evaluate its options
relative to the payment demand by an affiliate of the Managing
General Partner."

"As a result, there is substantial doubt about the Partnership's
ability to continue as a going concern," Ms. Long and Mr. Waters
said.

                     About Davidson Diversified

Davidson Diversified Real Estate III, L.P., is a Delaware limited
partnership organized in July 1985.  The general partners are:

Davidson Diversified Properties Inc. -- Managing General Partner
Freeman Equities, Limited            -- Associate General Partner
David W. Talley and James T. Gunn    -- General Partners

The Managing General Partner is a wholly owned subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.  The Partnership Agreement provides
that the Partnership is to terminate on December 31, 2010, unless
terminated prior to that date.

The Partnership's primary business is to operate and hold for
investment existing income-producing residential real estate
properties.  All of the net proceeds of the offering were invested
in six properties, five of which have since been sold or
foreclosed. The Partnership continues to own and operate one
property.  The Partnership receives revenue from its property and
is responsible for operating expenses, capital improvements and
debt service payments under mortgage obligations secured by the
property. The Partnership financed its property primarily through
non-recourse debt; therefore, in the event of default, the lender
can generally only look to the subject property for recovery of
amounts due.


DEAN FOODS: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings and other ratings on Dean Foods Co. and its wholly-
owned subsidiary, Dean Holding Co.  At the same time, S&P removed
the ratings from CreditWatch with negative implications where they
were originally placed on June 19, 2008, due to S&P's concerns
that in the near term Dean Foods would be faced with even higher
commodity costs than S&P's previous expectations because heavy
rains and flooding in the Midwest damaged the crops, especially
the corn crop.  In addition, S&P were concerned that as farmers
passed along those higher costs the company's EBITDA margins could
be squeezed further due to the lag in passing those increased
costs to its customers.  The outlook is negative.

Dallas-based Dean Foods had rated debt (adjusted for capitalized
operating leases, pension and postretirement benefit obligations,
and accounts receivable securitization) of about $5 billion at
Sept. 30, 2008.

The rating affirmation reflects that despite the higher commodity
costs, which have since declined, and lower margins the company
has been able to begin reducing debt.  However, debt leverage
still remains high for the rating, there is a $200 million debt
maturity in May 2009, and although there was about a 14% cushion
under the debt leverage covenant at Sept. 30, 2008, this covenant
will step down at year-end and will likely result in a cushion of
about 10%.


DELPHI CORP: Keeps Plan Exclusivity From Committee Until March 31
-----------------------------------------------------------------
Delphi Corp. has retained its sole right to file a reorganization
plan until March 31, 2008.

The U.S. Bankruptcy Court for the Southern District of New York
allowed Delphi to retain from the official committee of unsecured
creditors its exclusive rights to propose a Chapter 11 plan.
Other creditors are precluded by the confirmed plan from filing a
competing plan of their own, even though Delphi was unable to
implement the plan that the Court confirmed in January 2008,
Bloomberg's Bill Rochelle reports.

As reported by DELPHI BANKRUPTCY NEWS, the hearing to consider
preliminary approval of Delphi's and its affiliates' proposed
modifications to their confirmed First Amended Joint Plan of
Reorganization has been adjourned to 11:00 a.m. on March 24, 2009.

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

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

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

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

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

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

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

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

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

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

                       About Delphi Corp.

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

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

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

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

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


DELTA AIR: Moody's Holds 'B2' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family and
probability of default ratings of Delta Air Lines, Inc. and
Northwest Airlines, Inc.  The rating outlook for both companies is
stable.

Moody's also confirmed the ratings on certain tranches of the
rated Enhanced Equipment Trust Certificates of Delta and
Northwest.  Certain of the senior tranches are supported by
guarantees of monoline insurance companies.  The confirmation
concludes a review for possible downgrade associated with Delta's
acquisition of Northwest in an all-stock transaction.  The
confirmation considers the potential benefits of the merger, which
should enhance the company's competitive position in the airline
industry.  With a larger revenue base, supported by strong
competitive positions in domestic, Trans-Atlantic, Trans-Pacific
and Latin American routes, and a favorable cost structure relative
to industry peers, the combined group is well positioned to
address the significant challenges that will face the airline
sector as the global economy weakens.  Importantly, with over
$6.0 billion of unrestricted liquidity, the group has significant
financial flexibility to weather the downturn.

Since completing the merger, Delta and Northwest have been working
to integrate their operations, and important progress has been
made in achieving contract resolutions with pilots and addressing
other operating issues.  The merger plan contemplates the FAA's
issuance of a single operating certificate to Delta, which is
expected to take 12-18 months, and the majority of anticipated
merger benefits will only be achieved once a single operating
certificate is approved.  Until then, Delta and Northwest will
operate under 2 different operating certificates and maintain dual
operational structures.  Aside from Delta's bank credit facility,
which will benefit from an upstream guarantee from Northwest, the
debt will not be cross guaranteed.  Delta and Northwest will
continue to provide separate financial reporting at least until
the operations are combined.  Provided that adequate financial
information remains available, Moody's will maintain distinct
Corporate Family Ratings for the two companies at least until
their operations are combined under a single operating
certificate.

Delta has indicated that merger synergies of $500 million are
achievable in 2009, and that the ultimate magnitude of merger
synergies could approach $2 billion.  However, a majority of these
anticipated synergies are from revenue opportunities rather than
cost savings.  Because of a number of factors including the
limited overlap in the networks of the two carriers, the
opportunity for significant cost reductions from the merger is
somewhat limited.  Nevertheless, with a combined operating
certificate and a unified fleet Delta should be able to improve
operating efficiency and achieve anticipated cost savings.
Revenue synergies, which are driven by network improvements such
as codesharing, increasing hub connectivity, and expanding
international markets offer important opportunities, but could be
more difficult to achieve given the significant global economic
downturn.

The B2 ratings anticipate that despite fuel price volatility and a
weakening demand environment that are pressuring the credit
metrics of all airlines, the merger of Delta and Northwest brings
together two airlines with strong competitive attributes and a
financial structure that offers important flexibility.
Nonetheless the merger will be challenged by competition from
other airlines in terms of price leadership, service quality and
market share.  Delta and Northwest are likely to achieve some of
the cost savings planned through consolidation, but the merger
will pressure some costs including potentially increased labor
costs over time to ensure the support of labor unions.  Although
Delta and Northwest will operate as separate airlines during the
next 12-18 months, which should allow them to test the degree to
which their systems work together, the companies will be
challenged to avoid operational breakdowns which could divert the
attention of management and impact the brand.

The SGL-2 Speculative Grade Liquidity Rating reflects good near
term liquidity.  Delta and Northwest expect to preserve their
liquidity positions, including over $6.0 billion of unrestricted
cash.  Importantly, Delta's announcement of a multi-year extension
of an exclusive co-brand credit card partnership with American
Express in the 4th quarter of 2008 should enhance the company's
liquidity profile.  The company has obtained financing commitments
for all scheduled aircraft deliveries through 2010 and remains
well in compliance with the terms of its credit facility including
minimum cash balance, fixed charge coverage and collateral
coverage financial covenants.

The stable outlooks reflects Moody's expectation that although
2008 operating and financial performance of both airlines has been
adversely affected by fuel volatility and weakening demand,
Delta's performance in 2009 should benefit from progress in the
company's integration as well as ongoing cost control initiatives.
Capital spending is likely to moderate due to limited fleet
deliveries which should support cash flow.  Moreover, the group
has significant financial flexibility in the form of a large
unrestricted cash balance and a significant number of older
aircraft (at low ownership cost following debt restructurings of
the two airlines) that could be retired at minimal cost if market
pressures warrant further capacity reductions.

Downward pressure on the ratings could occur if either airline
were to experience sustained deterioration in operating
performance that resulted in operating losses or if it became
apparent that the group would not be able to achieve the full
amount of anticipated merger benefits.  Lower ratings could result
if Debt to EBITDA (using Moody's standard adjustments) exceeds 7x
or EBIT to interest expense (using Moody's standard adjustments)
falls below 1.0x.  The rating could also be lowered if the merger
fails to generate adequate free cash flow or if the company's
robust liquidity profile were to diminish.  The ratings could be
viewed more favorably if the revenue synergies and cost savings
relating to the merger allow the airlines to generate strong cash
flow from operations sufficient to sustain EBIT to interest (using
Moody's standard adjustments) greater than 2x and retained cash
flow to debt greater than 15%.

The last rating action was on April 15, 2008, when the rating was
placed on review for possible downgrade.

Delta's and Northwest's ratings were assigned by evaluating
factors Moody's believe are relevant to the credit profile of the
issuers, such as i) the business risk and competitive position of
the companies versus others within their industry, ii) the capital
structure and financial risk of the companies, iii) the projected
performance of the companies 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 Delta's and Northwest's core industry and Delta's and
Northwest's ratings are believed to be comparable to those of
other issuers of similar credit risk.

Ratings confirmed:

Issuer: Delta Air Lines, Inc.

  -- Corporate Family rating and Probability of default rating at
     B2

  -- Speculative Grade Liquidity rating at SGL-2

  -- Senior Secured 1st Lien Synthetic Revolving Credit Facility,
     Ba2 with LGD Assessment revised to LGD2,22% from LGD2,19%

  -- Senior Secured 1st Lien Revolving Credit Facility, Ba2 with
     LGD Assessment revised to LGD2,22% from LGD2,19%

  -- Senior Secured 2nd Lien Term Loan, B2 with LGD Assessment
     revised to LGD4,56% from LGD3,46%

  -- Pass Through Certificates, Ser. 2007-1

     -- Class A Certificates, Confirmed at Baa1
     -- Class B Certificates, Confirmed at Ba2

Issuer: Northwest Airlines, Inc.

  -- Corporate Family rating and Probability of default rating at
     B2

  -- Senior Secured Credit Facility, Term Loan B, B1 with LGD
     Assessment revised to LGD3,35% from LGD3,32%

  -- Senior Secured 1st Lien Revolver, B1 with LGD Assessment
     revised to LGD3,35% from LGD3,32%

  -- Pass Through Certificates, Ser. 2007-1

     -- Class A Certificates, Confirmed at Baa1
     -- Class B Certificates, Confirmed at Ba2

Upgrades:

Issuer: Delta Air Lines, Inc.

  -- Pass Through Trust Certificate, Ser. 2007-1

     -- Class C Certificates, Upgraded to Ba3 from B1

Issuer: Northwest Airlines Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Delta Air Lines, Inc., a major airline that provides scheduled
passenger service throughout North America, the Caribbean, Latin
America, Europe, Africa and Asia, is headquartered in Atlanta,
Georgia. The company emerged from Chapter 11 bankruptcy protection
during the 2nd quarter of 2007.


DREIER LLP: Kosta Kovachev May Have Conspired With Marc Dreier
--------------------------------------------------------------
Nathan Koppel at The Wall Street Journal reports that former
stockbroker Kosta Kovachev allegedly conspired with Marc Dreier to
defraud hedge funds out of more than $100 million.

According to WSJ, federal prosecutors in New York's Southern
District charged Mr. Kovachev with conspiracy to commit wire fraud
in connection with a Ponzi scheme to sell fake promissory notes to
hedge funds.

About 99.9% of the allegations are related to Mr. Dreier, WSJ
says, citing Andrew Rendeiro, the attorney for Mr. Kovachev.  The
reort quoted Mr. Rendeiro as saying, "Eventually, when the money
trail is traced, you'll see hundreds of millions of dollars went
to Mr. Dreier," not to Mr. Kovachev.

WSJ relates that Mr. Kovachev allegedly participated in the sale
of about $115 million in fake notes to an unnamed hedge fund, with
the notes issued by an unnamed New York real-estate developer.
People familiar with the matter pointed Solow Realty & Development
Co., a former client of the Dreier firm, as the issuer of the
notes, but a Solow Realty spokesperson said that Solow Realty
contacted authorities immediately when it suspected fraud and has
continued to cooperate, WSJ reports.

Citing prosecutors, WSJ states that when Mr. Dreier was late in
repaying some of the notes, a worker of the hedge fund asked to
meet with Solow Realty.  Court documents say that hedge-fund
workers approached Solow Realty on Oct. 15, where Mr. Dreier
brought them into a conference room and introduced them to Mr.
Kovachev, who was pretending to be Solow Realty's controller.

                         About Dreier LLP

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm.  The company filed for Chapter 11 protection on
December 16, 2008 (Bankr. S.D. N.Y. Case No. 08-15051).  Stephen
J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed assets between $100 million to $500
million, and debts between $10 million and $50 million.


DOLLAR THRIFTY: Moody's Cuts Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.

The downgrade reflects the the severe downturn in the on-airport
car rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.

Dollar sources over 80% of its vehicles from Chrysler. Although
the company does have the flexibility to shift its purchases to
other suppliers, the pace and operations ease of undertaking any
material shift in supply source remains highly uncertain.  This
significant relationship with Chrysler represents a considerable
source of operational and business risk for Dollar.  Chrysler's
CFR is Ca, and the company will be able to avoid a near-term
bankruptcy filing only as a result of the recent approval of $4
billion in short-term government loans.  However, Chrysler will
need additional government loans in order to fully cover its cash
requirements through all of 2009.  In order to obtain these
additional funds and to obtain an extension of the already
approved $4 billion in loans beyond March 31, of 2009, Chrysler
must demonstrate to the US government's satisfaction that it has a
viable long-term business plan.  Demonstrating this prove
challenging.  Moreover, even if all of the loans requested by
Chrysler are ultimately provided by the government, the company's
long-term viability will remain uncertain.  The company's greatest
long-term challenge will be that of adequately shifting its
vehicle portfolio mix more toward fuel efficient vehicles and away
from trucks and SUVs, and of generating sufficient profitability
on these smaller, more fuel efficient vehicles.
In addition to the risks posed by its relationship with Chrysler,
Dollar must also contend with an increasingly difficult automotive
rental market.  Dollar is much smaller that its principal
automobile rental competitors, it is concentrated in the leisure
travel segment of the on-airport market, and it has a minimal
position in the more stable off-airport market.  Moreover, the
severe fall off in the leisure travel market will likely persist
through 2009, and the decline in used car values will continue to
result in losses on non-program cars that are eliminated from
Dollar's fleet.

The Corporate Family Rating, at Caa3, is one notch lower than the
Probability of Default rating of Caa2.  This differential reflects
the use of a family recovery rate of 35% in Moody's Loss Given
Default model, rather than the 50% recovery rate which is the
long-term average recovery for defaulted issuers.  The use of the
lower recovery rate reflects Moody's view that Dollar's much
higher proximity to default requires the use a company specific
assessment of recovery rather than the 50% long-term average.
Essentially all of Dollar's automobile fleet is pledged as
collateral for various securitization facilities.  In Moody's
view, the company's remaining assets -- unrestricted cash,
receivables, and property, plant and equipment -- would afford
considerably less that 50% recovery for the non-securitized
liabilities in the company's capital structure.

The last rating action on Dollar the downgrade of the company's
Corporate Family Rating to B3 on August 7, 2008.

Dollar Thrifty Automotive Group, Inc., headquartered in Tulsa,
Okalahoma, is a leading car rental company.


DOMENIC J. PETITTA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Domenic J. Petitta
        533 Grandshire Drive
        Cranberry Township, PA 16066

Bankruptcy Case No.: 08-28300

Chapter 11 Petition Date: December 12, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl
                  rol@lampllaw.com
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel.: 412-392-0335
                  Fax : 412-392-0335

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

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

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


DUN & BRADSTREET: Amends Employment Agreement of CEO Steven Alesio
------------------------------------------------------------------
The Dun & Bradstreet Corporation entered into Amendment No. 3 to
the Employment Agreement, dated as of Dec. 31, 2004, with Steven
W. Alesio, its chairman and chief executive officer, and the
company, to incorporate changes to the agreement as a result of
new regulations promulgated under Section 409A of the Internal
Revenue Code.  The other terms and conditions of the agreement
remain the same.

A full-text copy of the Amendment No. 3 to the Employment
Agreement is available for free at:

               http://ResearchArchives.com/t/s?36c9

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the
source of commercial information and insight on businesses.  D&B's
global commercial database contains more than 130 million business
records.  D&B provides solution sets that meet a diverse set of
customer needs globally.  Customers use D&B Risk Management
Solutions(TM) to mitigate credit and supplier risk, increase cash
flow and drive increased profitability; D&B Sales & Marketing
Solutions(TM) to increase revenue from new and existing customers;
and D&B Internet Solutions to convert prospects into clients
faster by enabling business professionals to research companies,
executives and industries.

For three months ended Sept. 30, 2008, the company reported net
income of $65.1 million compared to net income of $56.1 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $210.5 million compared with net income of
$196.4 million for the same period in the previous year.

At Sept. 30, the company's balance sheet showed total assets of
$1.6 billion and total liabilities of $2.1 billion, resulting in a
shareholders' deficit of about $558.0 million.


DUN & BRADSTREET: Appoints Vieleh to Head Integration Solutions
---------------------------------------------------------------
Byron C. Vielehr, The Dun & Bradstreet Corporation's chief
information officer and senior vice president, Technology, has
assumed the role of president, Integration Solutions and chief
quality officer.

In addition, effective Dec. 1, 2008, Walter S. Hauck, III, joined
the company as its new chief information officer and senior vice
president, Technology.

On Nov. 26, 2008, the company increased its indirect minority
ownership stake in Dun & Bradstreet Information Services India
Private Limited to a 53% direct majority ownership stake for cash
consideration of $46.6 million.  D&B India was a subsidiary of Dun
& Bradstreet South Asia Middle East Limited, its existing Indian
and Middle Eastern joint venture partner.  D&B SAME remains a
minority owner of D&B India. T he transaction will not have any
significant impact on its expected full year 2008 financial
results.

D&B India is the premier provider of credit information and sales
and marketing solutions in India.  the company's majority stake in
D&B India will allow it to provide worldwide customers with even
higher levels of information and insight on Indian businesses and
it is expected to be a key driver of profitable revenue growth
from its International business in 2009 and beyond.  Specifically,
the D&B India business is expected to generate approximately
$20 million in incremental revenue for D&B in 2009.  The
transaction is not expected to have any significant impact on its
2009 earnings and is expected to be accretive to EPS growth
beginning in 2010.

                     About Dun & Bradstreet

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the
source of commercial information and insight on businesses.  D&B's
global commercial database contains more than 130 million business
records.  D&B provides solution sets that meet a diverse set of
customer needs globally.  Customers use D&B Risk Management
Solutions(TM) to mitigate credit and supplier risk, increase cash
flow and drive increased profitability; D&B Sales & Marketing
Solutions(TM) to increase revenue from new and existing customers;
and D&B Internet Solutions to convert prospects into clients
faster by enabling business professionals to research companies,
executives and industries.

For three months ended Sept. 30, 2008, the company reported net
income of $65.1 million compared to net income of $56.1 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $210.5 million compared with net income of $196.4
million for the same period in the previous year.

At Sept. 30, the company's balance sheet showed total assets of
$1.6 billion and total liabilities of $2.1 billion, resulting in a
shareholders' deficit of about $558.0 million.


DUN & BRADSTREET: Elects Jonathan Judge to Board of Directors
-------------------------------------------------------------
The Dun & Bradstreet Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that Jonathan J.
Judge, president and chief executive officer of Paychex, Inc., was
elected to D&B's board of directors.

The appointment of Mr. Judge expands D&B's board of directors to
12 members, including 10 independent directors and Steve Alesio,
chairman of the board and chief executive officer, and Sara
Mathew, president and chief operating officer, both of D&B.

"We are delighted to welcome [Mr. Judge] to our board of
directors," said Steve Alesio, chairman and CEO of D&B.  "His
significant experience in providing technology-enabled commercial
services, particularly for small and medium-sized businesses, will
make a strong impact as we continue to execute our strategic
growth plans."

Mr. Judge joined Paychex, Inc., a provider of payroll and human
resource services for small and medium-sized businesses, as
president and CEO in October 2004.  Prior to that, he served as
president and CEO of Crystal Decisions, Inc., an information
management software company, from October 2002 through
December 2003.  From 1976 to 2002, Judge worked for IBM
Corporation in various sales, marketing and executive management
positions.  Mr. Judge is also a director of Paychex, Inc., PMC-
Sierra, Inc., and the Buffalo Branch of the Federal Reserve Bank
of New York.

                     About Dun & Bradstreet

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the
source of commercial information and insight on businesses.  D&B's
global commercial database contains more than 130 million business
records.  D&B provides solution sets that meet a diverse set of
customer needs globally.  Customers use D&B Risk Management
Solutions(TM) to mitigate credit and supplier risk, increase cash
flow and drive increased profitability; D&B Sales & Marketing
Solutions(TM) to increase revenue from new and existing customers;
and D&B Internet Solutions to convert prospects into clients
faster by enabling business professionals to research companies,
executives and industries.

For three months ended Sept. 30, 2008, the company reported net
income of $65.1 million compared to net income of $56.1 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $210.5 million compared with net income of
$196.4 million for the same period in the previous year.

At Sept. 30, the company's blance sheet showed totala assets of
$1.6 billion and total liabilities of $2.1 billion, resulting in a
shareholders' deficit of about $558.0 million.


EAGLES REST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Eagles Rest Development, LLC
        2880 50th Street West
        Webster, MN 55088

Bankruptcy Case No.: 08-36741

Debtor-affiliate filing separate Chapter 11 petition:

Entity                         Case No.
------                         --------
Eagles Rest Tree Farm LLC      08-34864

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: David A. Orenstein, Esq.
                  Parsinen Kaplan Rosberg & Gotlieb, P.A.
                  100 S. 5th St., Suite 1100
                  Minneapolis, MN 55402
                  Tel.: (612) 333-2111
                  Email: dorenstein@parlaw.com

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

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/mnb08-36741.pdf

The petition was signed by Scott LaFavre, Chief Manager of the
company.


EASTERN NATIONAL: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed Eastern National Bank's Long-term
Issuer Default Rating of 'BB' and Short-term IDR of 'B'.  The
Individual Rating has been downgraded to 'C/D' from 'C', which is
based on a scale of 'A' through 'F'.  The Rating Outlook is
Stable.

Fitch's ratings incorporate ENB's consistent operating performance
and strong capital levels.  Conversely, limited revenue
diversification, geographic concentration and the limited ability
to raise capital due to the bank's unique ownership structure are
constraining factors.  The Individual Rating reflects Fitch's view
that ENB will experience earnings and credit pressure through 2009
given its concentration in real estate lending in South Florida
and the global recession that may translate into a decline in
trade finance activity.

ENB's loan portfolio is concentrated in real estate lending in the
South Florida market.  The loan mix includes residential mortgages
(25%), CRE (27%) and construction and land loans (10%),
multifamily (6%), and home equity (1.5%).  The business mix also
includes, to a lesser degree, correspondent banking and trade
finance (20% of total loans).  Fitch recognizes that although ENB
is exposed to Latin America through the correspondent banking
business, the bank has a long track record of success throughout a
series of political and banking crises that affected other peers
in its local market.

ENB has had established relationships with many local real estate
developers and has managed through various real estate cycles.
Although credit trends have declined from historically low levels,
performance continues to compare well with local peers.
Nonetheless, ENB is not immune to the real estate market slowdown
that has impacted Florida and recent asset quality performance
reflects these pressures.  ENB has experienced an increase in non-
performers and a tick-up in delinquency trends.  However, net
losses are expected to remain at manageable levels.  Reserve
levels and coverage of nonperforming loans have improved.
Additionally, the capital base provides additional support.

Profitability is mainly driven by spread income, and revenue
diversity is limited.  For 2008 YTD, ROA and NIM metrics declined
when compared to last year, reflecting the difficult operating
environment and lower yields on earning assets.  ENB's low ROE is
reflective of the currently high level of capital.  With the
change in leadership at the CEO level in 2007, the bank's new
strategic focus is to grow its core businesses. Successful
execution of its strategic growth and cross-selling initiatives
should relatively improve profitability metrics over time.

In June 2008, ENB signed a consent order with its primary
regulators, the Office of the Comptroller of the Currency,
regarding corrective action needed to comply with the Bank Secrecy
Act and Anti-Money Laundering Policies.  Although the regulatory
order poses a distraction to management, it should have minimal
impact on everyday operations and earnings, largely because
corrective action has already been taken.  ENB has made progress
in addressing the issues disclosed in the regulatory order.  On
Dec. 19, 2008, civil money penalties were assigned in the amount
of approximately $216,000.  Fitch will closely monitor the
resolution of the consent order and its impact, if any, to
operating performance.

Fitch has affirmed these ratings for Eastern National Bank:

  -- Long-term IDR at 'BB';
  -- Long-term Deposit Ratings at 'BB+';
  -- Short-term IDR at 'B';
  -- Short-term Deposit Ratings at 'B';
  -- Support at '5';
  -- Support floor at 'NF'.

Additionally, Fitch has downgraded this rating for Eastern
National Bank:

  -- Individual to 'C/D' from 'C'.

The Rating Outlook on Eastern National Bank is Stable.


EARTH BIOFUELS: Sept. 30 Balance Sheet Upside Down by $133MM
------------------------------------------------------------
Earth Biofuels, Inc.'s consolidated balance sheets as of
September 30, 2008, show $14.2 million in total assets; $142.3
million in total liabilities, all current; and $133.6 million in
stockholders' deficit.

In a November regulatory filing with the Securities and Exchange
Commission, Earth Biofuels noted that it has incurred significant
losses from operations through September 30, 2008, and has limited
financial resources.  The company incurred net losses and negative
cash flows from operations of roughly $86 million and $42,000
respectively, for the nine month period ending September 30, 2008.
The company had roughly $0 in cash and cash equivalents at
September 30, 2008.  Its working capital deficit at June 30, 2008,
was approximately $141 million.

The company said its accumulated deficit, negative current ratios
and negative tangible net worth at September 30 raise substantial
doubt about its ability to continue as a going concern.  In
addition, investors holding $52.5 million in senior unsecured
notes also hold the voting proxy on shares received by the company
regarding the sale of their subsidiary New ELNG to PNG Ventures
Inc.

The company sold New ELNG on June 30, 2008, to PNG via a Share
Exchange Agreement, in exchange for the issuance of 7,000,000
shares of common stock of PNG.

Earth Biofuels said management has signed a definitive term sheet
settling it's $52.5 million investor debt and $48.1 million in
accrued penalties and interest by transferring ownership of its
5.9 million shares of PNG Ventures with Castlerigg.  Management
seeks to increase its authorized shares of the company to settle
legal claims made against it and raise additional capital.  In
addition, management is currently negotiating terms to raise
capital to make necessary improvements to its Durant Oklahoma
biodiesel plant so that cost effective alternative feedstock can
be use.

"Management intends to raise capital through other offerings,
secure collateralized debt financing and use these sources of
capital to grow and enhance its alternative fuel production and
distribution operations. If additional funds are raised by issuing
debt, we may be subject to restrictive covenants that could limit
our operating flexibility. Earth's performance will also be
affected by prevailing economic conditions.  Many of these factors
are beyond Earth's control. There can be no assurance that
adequate funds will be available when needed and on acceptable
terms, or that a strategic alternative can be arranged," Earth
Biofuels said.

A full-text copy of Earth Biofuel's financial report is available
at no charge at:

              http://ResearchArchives.com/t/s?36d7

On November 6, 2008, Earth Biofuels appointed Direct Transfer as
its transfer agent.  Direct Transfer will act as escrow agent for
all existing escrow arrangements.  For all transfer related
inquiries, Direct Transfer may be reached at 201 Shannon Oaks
Circle, Suite 105, Cary, NC 27511, (919) 461-1600.

On October 31, 2008, the relationship between the company and its
transfer agent, Nevada Agency and Trust, Inc., was terminated.

                      About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. (OTC BB: EBPF)
-- http://www.earthbiofuels.com/-- is engaged in the domestic
production, supply and distribution of alternative based fuels
consisting of biodiesel and previously liquid natural gas and
ethanol.  Earth's primary bio-diesel operations are located in
Oklahoma and Texas.  Earth sold its subsidiary which produced LNG,
at the end of the second quarter 2008, and restructured its debts
with significant investors.

In addition, investors holding $52.5 million in senior unsecured
notes filed with the bankruptcy courts a Chapter 7 Involuntary
Liquidation against the company during the second quarter of 2007.
However, on Nov. 14, 2007, the company negotiated and executed a
settlement agreement with the above note holders.  The agreement
required the creditors to dismiss their petition of bankruptcy.

                     Going Concern Doubt

Montgomery Coscia Greilich LLP, in Plano, Tex., expressed
substantial doubt about Earth Biofuels Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.


ESTATE FINANCIAL: Trustee May Sell Curbaril, Atascadero Property
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Thomas P. Jeremiassen, the Chapter 11 trustee for
Estate Financial, Inc., and Bradley D. Sharp, the Chapter 11
trustee for Estate Financial Mortgage Fund, LLC authority to sell
the interests in the real property commonly known as 8911 Curbaril
Ave., Atascadero, California of (a) their respective estates,
including equitable interests of others as to which either estate
may be merely the legal holder and (b) interests of the Subject
investors who have made the applicable Trustee attorney in fact
for such purpose, to Mark T. and Jacqueline Padin Fuccio and
Fannie S. de Padin, for the purchase price of $250,000.

The Court finds that the proposed sale of the property complies
with the Court's Procedures Order entered Oct. 27, 2008, in the
Estate Financial, Inc., case and Oct. 28, 2008, in the Estate
Financial Mortgage Fund, LLC case.  Pursuant to the Court's order,
the terms and conditions of the proposed sale are approved and the
sale is authorized to occur in accordance with the sale agreement,
escrow instructions and other agreements entered into with the
proposed purchaser.

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Melanie Cleveland at The Tribune News reported that the
arraignment of former Estate Financial Mortgage Fund, LLC,
President Karen Guth and her son, former Vice President Joshua
Yaguda, was moved to Dec. 12, 2008.

According to The Tribune News, Ms. Guth and Mr. Yaguda were
accused of 26 felonies, including defrauding investors of at least
$3.2 million since October 2002.  They are facing the lawsuit at
the San Luis Obispo Superior Court and are being held in County
Jail, with a $5 million bail, said The Tribune News.

                      About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, Estate Financial listed total assets of $27,428,550,
and total debts of $7,316,755.

                 About Estate Financial Mortgage

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
filed for Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca.
Case No. 08-11535).  Lewis R. Landau, Esq., at Calabasas,
California, represents the Debtor as counsel.  Bradley D. Sharp
was appointed as Chapter 11 trustee.  David M. Poitras, Esq.,
Joseph A. Eisenberg, Esq., and Thomas M. Geher, Esq., at Jeffer
Mangels Butler & Marmaro LLP, represent the Chapter 11 trustee as
counsel.  In its schedules, Estate Financial Mortgage Fund, LLC
listed assets of $19,620,404 and debts of $34,167.


EV TRANSPORTATION: Sept. 30 Balance Sheet Upside Down by $9.5MM
---------------------------------------------------------------
EV Transportation, Inc.'s September 30, 2008, balance sheet showed
total assets of $2,690,025 and total liabilities of $12,206,481,
resulting in total stockholders' deficit of $9,516,456.

For the three months ended September 30, 2008, the company posted
a net loss of $1,643,529, on net revenues of $621,116.

Larry J. Pink, chief executive officer, president and chief
financial officer, relates that the company financed its
operations primarily through lines of credit and other lending
facilities and revenues from its business.

"As of September 30, 2008, we had an accumulated deficit of
$11,901,497 and a working capital deficit of $12,005,282. Our
working capital deficit was primarily attributable to our
continuing operating losses and negative cash flow. Cash and cash
equivalents were $48,016 as of September 30, 2008. Vehicles and
property decreased to $2,369,418 as of September 30, 2008 from
$6,234,637 as of December 31, 2007, primarily as a result of
depreciation expense and the reduction of the fleet during 2008,"
Mr. Pink said.

"During the nine months ended September 30, 2008, we used $622,616
of cash from operating activities. For the nine months ended
September 30, 2008, we incurred net losses of $3,490,845."

Mr. Pink added that effective November 30, 2008, three officers
resigned from their positions:

   (1) Bill Plamondon -- Chief Executive Officer and Chief
       Financial Officer

   (2) Erin Davis -- Secretary

   (3) Paul Christensen -- Vice President

Effective on those resignations, Mr. Pink was appointed Chief
Executive Officer and Chief Financial Officer of the Company.

"The company is currently operating under two forbearance
agreements with its two significant lenders and is in default of
other note agreements," Mr. Pink said.

Subsequent to September 30, 2008, the company sold a substantial
amount of its existing Vehicle fleet and is in negotiations with
its primary debt holder to settle its loan amount.  Also, as shown
in the financial statements, during the nine months ended
September 30, 2008 and 2007, the company incurred net losses of
$3,490,845 and $1,857,331, had a working capital deficit and an
accumulated deficit.  "These factors raise substantial doubt about
the company's ability to continue as a going concern," Mr. Pink
related.

According to Mr. Pink, the company's continuation as a going
concern is dependent on its ability to obtain additional financing
to fund its operations, implement its business model, and
ultimately, to attain profitable operations.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36c4

                      About EV Transportation

EV Transportation, Inc., was incorporated in the State of Nevada
on May 10, 2001.  The company designed and assembled motorsport
racecars for its own use, and competed in organized racing events.
In July 2008, the company announced its reorganization from a
motorsport racecar company to a company focused on the rental of
environmentally friendly hybrid electric and low-emissions
vehicles to the public.  In connection with the reorganization of
the company, the company's board of directors approved a change in
its name from "IMMS, Inc." to "EV Transportation, Inc." effective
August 7, 2008.  The company is engaged in the business of renting
environmentally sensitive vehicles, including hybrid electric,
natural gas, partial zero emission, and super ultra low emission
vehicles in California and Arizona.  The company rents cars on a
daily, multi-day, weekly and monthly basis and its primary source
of revenue consists of "base time and mileage" car rental fees.


EXPRESS ENERGY: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Express Energy Services Operating LP to
'B-' from 'B'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'B' from 'B+', while leaving the
recovery rating unchanged at '2', indicating substantial (70% to
90%) recovery in the event of a payment default.  S&P removed the
ratings from CreditWatch where they had been placed with negative
implications on Sept. 18, 2008.

"The downgrade reflects the company's limited liquidity, stringent
covenant package, and significant fixed charge obligations as well
as S&P's expectations for considerable softness in the North
American oilfield services sector," said Standard & Poor's credit
analyst Amy Eddy.

Also, Express has been unable to replace Lehman Brothers' 44%
commitment of its $22.5 million revolving credit facility.
Therefore, as of Dec. 22, 2008, the company had $9.7 million
available under its reduced $13.9 million revolving credit
facility due 2013 and $20 million of cash.  S&P expects Express
to make its $12.5 million principal and interest payment due at
the end of December from these funds.

The negative outlook reflects S&P's concerns about Express'
limited liquidity, tight covenants, considerable amortization amid
tight credit markets, and soft industry conditions.  S&P could
lower the ratings if the company borrows on its revolving credit
facility to fund its March 31, 2009, principal and interest
payment or if the company's leverage increases to more than 2.7x
and interest coverage falls to close to 3x, both of which are
covenants.  Given current industry conditions, it is unlikely that
S&P would consider a stable outlook in the near-term.


EZ LUBE: U.S. Trustee Forms Seven-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of EZ Lube LLC and Xpress Lube-Tech Inc.

The creditors committee members are:

   1) Camden Holdings, LLC
      Attn: Ari Miller
      9454 Wilshire Blvd., #650
      Beverly Hills, CA 90212
      Tel: (310) 553-1031
      Fax: (310) 553-1041

   2) Exxon/Mobil Oil Corporation
      Attn: Timothy J. Devens
      3225 Gallows Road
      Fairfax, VA 22037
      Tel: (704) 243-4559
      Fax: (704) 243-4550

   3) Filpac, Inc.
      Attn: Richard Scott Callaban
      848 E. N. Union Ave., Ste. C-202
      Midvale, UT 84047
      Tel: (801) 676-8845
      Fax: (888) 693-9077

   4) A & S Engineering
      Attn: Ahmad Ghaderi
      207 W. Alameda St., Ste. 203
      Burbank, CA 91502
      Tel: (818) 842-3644
      Fax: (818) 842-3760

   5) ADX, Inc.
      Attn: Delphin L. Munoz
      9701 Irvine Center Drive
      Irvine, CA 92618
      Tel:(949) 581-5377 x211
      Fax: (949) 460-7862

   6) Miller & Co., Inc
      Attn: Terry Blaire
      1241 Distribution Way
      Vista, CA 92081
      Tel: (760) 599-0123
      Fax: (760) 599-0125

   7) Mailmark Direct
      Attn: Barry Silver
      8587 Canoga Avenue
      Canoga Park, CA 91304,
      Tel: (818) 407-0660
      Fax (818) 407-0246

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 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.


EZRI NAMVAR: Creditors File Involuntary 11 Chapter Bankruptcy
-------------------------------------------------------------
Bloomberg News' Tiffany Kary reports that several creditors
have filed separate involuntary petitions under Chapter 11 of
the United States Bankruptcy Code against Ezri Namvar and his
investment firm Namco Capital Group Inc. in the United States
Bankruptcy Court for the Central District of California.

According to Bloomberg, the involuntary Chapter 11 filing came
amid about 20 complaints against Mr. Namvar and his subsidiaries
-- Namari LLC and Toyram LLC -- to block a private reorganization
and sale of property.  The sale would benefit 180 investors of
Persian Jewish community in Los Angeles who gave Mr. Namvar at
least $200,000 in turn for a promise of above-market returns, the
report says.

Shaw Blackstone LLC, who owns 64% of Toyram, said Mr. Namvar,
Namco Capital and the subsidiaries defrauded the firm and owe
$1.3 million, Bloomberg says.  Shaw Blackstone further, the report
adds, said Toyram owns 100% of LA Hotel Venture LLC that owns Los
Angeles Marriot Hotel.

The complaint indicated that Namco Capital would have been sued by
General Electric Capital Corp when it defaulted on a debt
obligation secured by Marriot Hotel, Bloomberg notes.

A person familiar with the filing said that Mr. Namvar proposed
a private bankruptcy before 200 creditors, who owed between
$200 million and $300 million, in the Los Angeles Marriot on
Nov. 5, 2008, to participate in an out-of-court restructuring, Ms.
Kary relates.  "The downside of that is there is a lack of control
on the part of the creditors and no court oversight," Ms. Kary
quoted the person as stating.

Sandford Frey, Esq., at Creim Macias Koenig & Frey LLP,
who represents the petitioning creditors, said in a telephone
interview, "We are looking into whether there is a Ponzi element
to this."  Majority of the notes to Namco Capital have been
personally guaranteed by Mr. Namvar, Mr. Frey noted.

Mr. Frey said a sale transaction with some creditors is under way
that could result to some preferred treatment, Bloomberg says.


EZRI NAMVAR: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Ezri Namvar
                12855 Parkyns St.
                Los Angeles, CA 90049

Case Number: 08-32349

Type of Business: Bloomberg News says the Debtor is a co-owner
                  of Marriot Hotel in downtown Los Angeles.

Involuntary Petition Date: December 22, 2008

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Petitioner's Counsel: Sandford Frey, Esq.
                      Sfrey@cmkllp.com
                      Creim Macias Koenig & Frey LLP
                      633 W Fifth St., 51st Floor
                      Los Angeles, CA 90071
                      Tel: (213) 614-1944

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Abraham Assil                  guarantee            $5,011,506
1000 S. Westgate #100
Los Angeles, CA 90049

The Sunset Truste              guarantee            $750,000
c/o Teymour Khouhian, Trustee
PO Box 572532
Tarzana, CA 91357

March Ashghian                 guarantee            $400,000
11900 W. Olympic Blvd.
Suite 540
Los Angeles, CA 90064

Wall Street Nevada LLC         guarantee            $300,000
c/o The Merril Group of
Companies
5850 Canoga Avenue  Ste. 650
Woodland Hills, CA 91367

Satrap Family Trustee          guarantee            $300,000
dated July 28, 1988
c/o Abbas Satrap, Trustee
3908 Castlerock Road

Iraj Farhadian                 guarantee            $250,000
20419 Lemarsh Street
Chatsworth, CA 91311


FIDELITY NATIONAL: Fitch Downgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Fidelity
National Financial, Inc. to 'BB' from 'BBB' and the insurer
financial strength ratings of its title insurance subsidiaries to
'BBB' from 'A-'.  All ratings remain on Rating Watch Negative.

The IFS ratings of the acquired LandAmerica Financial Group's
(LFG) underwriters, Commonwealth Land Title Insurance Company,
Lawyers Title Insurance Corporation, United Capital Title
Insurance Company and LandAmerica New Jersey Title Insurance
Company, were upgraded to 'BBB-' from 'BB'.  The ratings remain on
Rating Watch Evolving.

The rating action follows FNF's acquisition of LFG's title
insurance underwriters for $235 million paid to LFG, plus a
$157 million capital infusion into the acquired underwriters.  The
$157 million infusion was paid by FNF's underwriters directly into
LFG's underwriters to replace a receivable from the former holding
company, LFG.

While the $157 million payment will improve the quality of capital
at the acquired underwriters, they will remain undercapitalized
relative to FNF's underwriters.  In addition, FNF's underwriters
will also be in a weaker risk-adjusted capital position following
the acquisition.

Besides the less favorable statutory capital position of the
combined entity, the factors contributing to the rating action
include uncertainty of further adverse reserve development,
increased financial leverage at the holding company, and general
integration risk during an extraordinarily difficult operating
environment.

The resolution of the Rating Watches is expected to take place in
early 2009 as FNF's management articulates its capitalization
plans for its underwriter subsidiaries.  Fitch will be using its
risk-adjusted capital model to gauge FNF's capital position
relative to industry peers.  Any further downward rating actions
are expected to be limited to one or two notches.

At the close of the third quarter of 2008, debt-to-total capital
at FNF was 32%, which currently exceeds FNF's long-term target
debt-to-total capital of 20%-25%.  Financial leverage and general
flexibility remain a key rating issues for FNF and the title
insurance industry during the current stressed market environment.

Fitch has downgraded these ratings, which remain on Rating Watch
Negative:

Fidelity National Financial, Inc.

  -- Issuer Default Rating (IDR) downgraded to 'BB' from 'BBB';

  -- $250 million 7.30% senior note maturing Aug. 15, 2011
     downgraded to 'BB-' from 'BBB-';

  -- $250 million 5.25% senior note maturing March 15, 2013
     downgraded to 'BB-' from 'BBB-'.

  -- Unsecured bank line of credit downgraded to 'BB-' from
     'BBB-'.

Fidelity National Title Ins. Co.
Ticor Title Ins. Co. of FL
Alamo Title Insurance Co. of TX
Nations Title Insurance of NY
Chicago Title Ins. Co.
Chicago Title Ins. Co. of OR
Security Union Title Ins. Co.
Ticor Title Ins. Co.
National Title Ins. Co. of NY

  -- Insurer financial strength (IFS) downgraded to 'BBB' from
     'A-'.

Fitch has upgraded these ratings, which remain on Rating Watch
Evolving:

Lawyers Title Insurance Corp.
Commonwealth Land Title Insurance Co.
LandAmerica NJ Title Insurance Co.

  -- Insurer financial strength upgraded to 'BBB-' from 'BB'.


FIDUCIARY/CLAYMORE: Trustees Propose to Liquidate Assets
--------------------------------------------------------
The Board of Trustees of Fiduciary/Claymore Dynamic Equity
Fund has adopted a proposal to liquidate the Fund.  Subject to
shareholder approval of the plan of liquidation and dissolution
adopted by the Board, the Fund plans to sell its assets, discharge
its liabilities and distribute the net proceeds to shareholders.

After considering the relatively small asset size of the Fund
compared to current expenses, the historic and current discounts
to net asset value at which the Fund's shares have traded and
several alternatives to liquidation, the Board, on the
recommendation of Fund Management, concluded that it would be in
the best interests of the Fund and its shareholders to liquidate
and dissolve the Fund.

The Board said it plans to submit a proposal to shareholders to
approve the Liquidation Plan at a special meeting of shareholders.
If the proposal is approved by shareholders, the Fund will
commence the orderly liquidation of its assets in accordance with
the Liquidation Plan.  Following the liquidation of the Fund's
assets, the Fund will pay one or more liquidating distributions to
shareholders of record as of the effective date of the Liquidation
Plan.

However, the Board said that there can be no assurance that the
necessary percentage of the shareholders of the Fund will vote in
favor of the proposal to approve the Liquidation Plan.

Any solicitation of proxies by the Fund in connection with the
special meeting will be made only pursuant to separate proxy
materials filed with the U.S. Securities and Exchange Commission
under applicable federal securities laws.  Because the proxy
materials will contain important information, including a more
detailed description of the Liquidation Plan, shareholders are
urged to read them carefully when they become available.

The Fund and the Board may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
Special Meeting.  The Fund plans to file a proxy statement with
the SEC in connection with the solicitation of proxies for the
special meeting.

Headquartered in Lisle, Illinois, Fiduciary/Claymore Dynamic is
an affiliate of Claymore Securities, Inc., serves as the Fund's
Investment Adviser.  Claymore Securities offers financial
services.


FLYING J: S&P Cuts Unit's Rating to 'D' on Chapter 11 Filing
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Big West Oil LLC to 'D' from 'B+'.

At the same time, Standard & Poor's lowered its rating on the
company's $400 million term loan B to 'D' from 'BB'.  The recovery
rating on Big West's $400 million term loan B remains a '1',
reflecting Standard & Poor's expectation that the term loan
lenders will receive a very high (90% to 100%) final recovery on
their claim at the end of the insolvency process.

The downgrades follow the announcement that privately held Flying
J Inc. (unrated), parent of Big West, has filed petitions to
reorganize under Chapter 11 of the U.S. Bankruptcy Code.  The
Chapter 11 filing includes Flying J subsidiaries Big West and
Longhorn Pipeline (unrated).  Rapidly declining oil prices
initiated a systemic demand for liquidity to meet working capital
needs, which cascaded through Flying J and ultimately, Big West.
The swift decline in oil prices quickly reduced borrowing base
availability under Longhorn Pipeline's revolving credit facility,
which increased working capital requirements and strained Flying
J's liquidity.  While Big West's margins, cash flow, availability
under its $200 million revolver, and end markets supported
the rating, the rapid decline of liquidity at the other entities
resulted in a violation of the intercompany loan covenant at Big
West's revolver, which restricted further borrowings.

"Our comfort in maintaining the '1' recovery rating on the term
loan reflects the term lender's first-lien on Big West's fixed
assets and second-lien on its working capital assets, as well as
the limited draw on the company's first-lien working capital
revolving facility at default," said Standard & Poor's credit
analyst Paul Harvey.

Based on this capital structure, S&P estimate that the term
lenders would achieve a recovery of 90% of their claim should Big
West be valued at emergence from bankruptcy at a minimum of $4,400
per barrel of throughput capacity.

Big West Oil is a small, refining and marketing company with
101,000 barrels per day rated throughput capacity at two
refineries in Bakersfield, California and Salt Lake City, Utah.
Big West markets its product through wholesale markets as well as
through sales to Flying J's retail network.


FORD MOTOR: Fitch Says $17.4MM Bailout Gives Temporary Relief
-------------------------------------------------------------
A rapid or disorderly bankruptcy by one or more of the U.S. auto
manufacturers or their captive finance companies would likely
result in negative rating actions on certain U.S. dealer floorplan
ABS transactions, although the U.S. government's $17.4 billion
bailout announcement provides at least temporary relief and limits
the likelihood of this event occurring in the near term, according
to Fitch Ratings.

To date the performance of Fitch rated dealer floorplan ABS is
within expectations with few signs of stress from the financial
pressure being experienced at the manufacturer, captive finance
company and dealership levels.

The current precarious financial condition of the US auto
manufacturers, however, have raised questions among investors
regarding the potential impact of a manufacturer bankruptcy on the
performance of U.S. auto ABS transactions in general and dealer
floorplan transactions in particular. When analyzing dealer
floorplan loan securitizations, Fitch has always assumed that the
manufacturer files Chapter 11 and the following occur
simultaneously: auto sales decline; numerous dealers default on
their floorplan loans; and a large number of new and used vehicles
are repossessed and auctioned as a result.

The transaction structure is then stressed to determine if credit
enhancement is sufficient to withstand vehicle value declines
consistent with the proposed rating level.

The orderliness of the bankruptcy is a key assumption in Fitch's
analysis as it limits the likelihood of catastrophic dealer
bankruptcies and highly disorganized collateral liquidations.  The
fact that all three US manufacturers and captive finance companies
are experiencing such significant financial and operational
difficulty could test the validity of this assumption particularly
given the recessionary environment and the inability of dealers to
obtain alternative financing because of credit market pressures.

If the likelihood of a disorderly bankruptcy increases, Fitch
would place the dealer floorplan transactions on Rating Watch
Negative which could be followed in quick succession with
downgrades if there are any early signs that the performance of
the transactions is outside of Fitch's expectations.  The
magnitude of the downgrades will depend on the degree to which
actual performance deviates from Fitch's stress scenarios.
Fitch has had numerous conversations with the US dealer floorplan
ABS issuers over the past two months.

Certain issuers have indicated that they are taking steps to
reduce dealer credit lines and otherwise mitigate the
transactions exposure to higher risk borrowers.  While positive,
it is unclear if these steps will be of sufficient benefit to
offset the increase in bankruptcy risk.

Fitch has requested additional information from the issuers which
it will use to assess stress assumptions related to various
bankruptcy scenarios.  Fitch will review this information to
determine if any rating actions are warranted.

Fitch currently rates approximately $12 billion in dealer
floorplan ABS related to the US domestic auto manufacturers.
These were issued by each of Ford's, General Motors's and
Chrysler's corresponding captive finance arms through nine
separate issuances and include a combination of fixed and floating
rate securities from seven trusts: Ford's Ford Credit Floorplan
Master Owner Trust (FCFMOT), GMAC's Superior Wholesale Inventory
Finance Trust VIII (SWIFT VIII), Superior Wholesale Inventory
Finance Trust X (SWIFT X), Superior Wholesale Inventory Finance
Trust XI (SWIFT XI), Superior Wholesale Inventory Financing Series
2007-AE-1, and SWIFT Master Auto Receivables Trust (SMART) and
Chrysler's Master Chrysler Financial Owner Trust.


FR & S CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: FR & S Corp.
        P.O. Box 367077
        San Juan, PR 00936

Bankruptcy Case No.: 08-08659

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan Manuel Suarez Cobo, Esq.
                  Legal Partners, PSC
                  138 Winston Churchill Avenue, Suite 316
                  San Juan, PR 00926-6023
                  Tel.: (787) 791-1818
                  Fax : (800) 986-1842
                  Email: suarezcobo@prtc.net

Estimated Assets: $0 to $50,000

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/prb08-08659.pdf

The petition was signed by Miguel S. Fernandez Serrano, President
of the company.


GENERAL MOTORS: Fitch Says $17.4MM Bailout Gives Temporary Relief
-----------------------------------------------------------------
A rapid or disorderly bankruptcy by one or more of the U.S. auto
manufacturers or their captive finance companies would likely
result in negative rating actions on certain U.S. dealer floorplan
ABS transactions, although the U.S. government's $17.4 billion
bailout announcement provides at least temporary relief and limits
the likelihood of this event occurring in the near term, according
to Fitch Ratings.

To date the performance of Fitch rated dealer floorplan ABS is
within expectations with few signs of stress from the financial
pressure being experienced at the manufacturer, captive finance
company and dealership levels.

The current precarious financial condition of the US auto
manufacturers, however, have raised questions among investors
regarding the potential impact of a manufacturer bankruptcy on the
performance of U.S. auto ABS transactions in general and dealer
floorplan transactions in particular. When analyzing dealer
floorplan loan securitizations, Fitch has always assumed that the
manufacturer files Chapter 11 and the following occur
simultaneously: auto sales decline; numerous dealers default on
their floorplan loans; and a large number of new and used vehicles
are repossessed and auctioned as a result.

The transaction structure is then stressed to determine if credit
enhancement is sufficient to withstand vehicle value declines
consistent with the proposed rating level.

The orderliness of the bankruptcy is a key assumption in Fitch's
analysis as it limits the likelihood of catastrophic dealer
bankruptcies and highly disorganized collateral liquidations.  The
fact that all three US manufacturers and captive finance companies
are experiencing such significant financial and operational
difficulty could test the validity of this assumption particularly
given the recessionary environment and the inability of dealers to
obtain alternative financing because of credit market pressures.

If the likelihood of a disorderly bankruptcy increases, Fitch
would place the dealer floorplan transactions on Rating Watch
Negative which could be followed in quick succession with
downgrades if there are any early signs that the performance of
the transactions is outside of Fitch's expectations.  The
magnitude of the downgrades will depend on the degree to which
actual performance deviates from Fitch's stress scenarios.
Fitch has had numerous conversations with the US dealer floorplan
ABS issuers over the past two months.

Certain issuers have indicated that they are taking steps to
reduce dealer credit lines and otherwise mitigate the
transactions exposure to higher risk borrowers.  While positive,
it is unclear if these steps will be of sufficient benefit to
offset the increase in bankruptcy risk.

Fitch has requested additional information from the issuers which
it will use to assess stress assumptions related to various
bankruptcy scenarios.  Fitch will review this information to
determine if any rating actions are warranted.

Fitch currently rates approximately $12 billion in dealer
floorplan ABS related to the US domestic auto manufacturers.
These were issued by each of Ford's, General Motors's and
Chrysler's corresponding captive finance arms through nine
separate issuances and include a combination of fixed and floating
rate securities from seven trusts: Ford's Ford Credit Floorplan
Master Owner Trust (FCFMOT), GMAC's Superior Wholesale Inventory
Finance Trust VIII (SWIFT VIII), Superior Wholesale Inventory
Finance Trust X (SWIFT X), Superior Wholesale Inventory Finance
Trust XI (SWIFT XI), Superior Wholesale Inventory Financing Series
2007-AE-1, and SWIFT Master Auto Receivables Trust (SMART) and
Chrysler's Master Chrysler Financial Owner Trust.


GREAT NORTHWEST: S&P Downgrades Counterparty Credit Rating to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Great
Northwest Insurance Co. to 'B+' from 'BB-'.  Standard & Poor's
also said that it removed these ratings from CreditWatch with
negative implications and assigned a negative outlook.

In addition, Standard & Poor's withdrew the ratings at
management's request.  "We lowered the ratings because of our
concerns about the viability of GNIC's long-term capital
management plans and management's higher risk appetite," noted
Standard & Poor's credit analyst Tracy Dolin.  "In addition, GNIC
has had an irregular and high expense structure and weak earnings
power."

GNIC is a small company, so despite close to flat premium growth,
unusual expenses significantly affect its expense ratio.  In
October and November, GNIC's underwriting performance improved,
though it remained unfavorable, with a combined ratio of more than
100%.  GNIC's limited subsidiary, Hawaiian Insurance Guaranty,
benefited from a better catastrophe year, producing a 93% combined
ratio for the same period.  S&P views HIG as strategically
important to GNIC.

Standard & Poor's expects that GNIC's net premium growth will be
in the low single digits in 2008, driven primarily by recent rate
increase actions and western expansion efforts.  S&P also expect
that the combined ratio will be very high for 2008 and remain
unsatisfactory in 2009 because of the company's high expense
structure, susceptibility to large shock losses, and competitive
pricing actions.  GNIC's susceptibility to large losses -- in
conjunction with its small capital and premium base -- also
increases the firm's insolvency risk.  Although GNIC will be
receiving capital infusions from its parent in 2009, S&P believes
that its capital position will remain lower than historical
levels.  Over the longer term, S&P believes GNIC's business
strategy has above-average operating risk.


GROUP 1: S&P Downgrades Corporate Credit Rating to 'B+' From 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based Group 1 Automotive Inc.  The corporate credit rating
was lowered to 'B+' from 'BB-'.  The outlook is negative.

"The downgrade reflects the company's high leverage heading into
2009 -- a year where S&P believes light vehicles sales for the
North American auto retailers will reach multidecade lows," said
Standard & Poor's credit analyst Nancy C. Messer.  There is an
additional risk that the weak economy will cause consumers to
defer the vehicle parts and service visits that are a key
profit and cash flow driver for the rated retailers.  As a result,
S&P believes it is unlikely the company's high leverage will
decline in 2009 to levels consistent with the previous rating.
S&P does not expect Group 1 to generate sufficient free cash flow
during the year ahead to reduce debt significantly.

The ratings on Group 1 reflect the company's high debt leverage,
modest cash flow protection measures and a weak business profile
as one of several large consolidators in the highly competitive
U.S. auto retailing industry.  Group 1 has new-vehicle unit sales
concentration in Texas (32%), California (16%) and Massachusetts
(12%).  Group 1 also has a small international exposure, with
three dealerships in the U.K.  Until recently, the company
benefited from its concentration of new-vehicle sales with three
manufacturers -- Toyota Motor Corp., Honda Motor Co. Ltd., and
Nissan Motor Co. Ltd. -- which accounted for more than 60% of U.S.
new-vehicle sales in first nine months of 2008.  It has also
benefited from having 81% of its new-vehicle sales derived from
import and luxury brands.  However, as the U.S. economy has fallen
into recession, even sales of import brands have fallen
dramatically.  Group 1 also has significant exposure to sales of
SUVs and light trucks (especially in Texas and Oklahoma) which
have been depressed.

The negative outlook reflects S&P's concerns about the depth and
length of the economic downturn and Group 1's ability to generate
free cash flow and reduce leverage.  S&P could lower the rating if
the company's reported EBITDA falls short of S&P's current 2009
estimate of $135 million by 10% or more, and debt remains at
current levels, so that leverage approaches 7x.  This could occur
with a continuing weak U.S. economy and the company's inability to
reduce its cost base to fit the reduced revenue level.  Also, a
bankruptcy of one or more of the domestic automakers would cause
S&P to review the ratings, given the uncertain immediate impact on
the retailer distribution chain.  Alternatively, S&P could revise
the outlook to stable if Group 1 can offset difficult auto sales
with its revenue diversity and focus on operating efficiencies,
combined with generation of positive free cash and debt reduction.


HARRAH'S ENTERTAINMENT: S&P Downgrades Corp. Credit Rating to 'SD'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc. to 'SD'
(selective default) from 'CC'.  S&P also lowered its issue-level
rating on each of the company's senior unsecured and subordinated
debt issues to 'D' from 'C'.  The recovery rating on these
securities remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default.  The corporate credit and issue-level ratings
were removed from CreditWatch, where they were placed with
negative implications Nov. 7, 2008.

In addition, S&P raised the issue-level rating on HOC's new senior
secured second-priority notes to 'B' from 'B-'.  The recovery
rating on these loans was revised to '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default, from '4'.  These rating changes reflect a
substantially lower amount of the notes entering the capital
structure than previously offered by the company (and factored
into S&P's recovery analysis).

Finally, S&P affirmed its issue-level rating on HOC's first-lien
senior secured credit facilities at 'B+', and removed it from
CreditWatch.  The recovery rating on these loans remains at '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.

These rating actions follow the settlement of the company's below-
par debt tender offer, which Standard & Poor's Ratings Services
views as being tantamount to default given the distressed
financial condition of the company.

"We will continue to rate HET and HOC, and expect to raise the
corporate credit rating to 'B-' with a negative outlook prior to
year-end," said Standard & Poor's credit analyst Ben Bubeck.  "At
that point, S&P would also raise its issue-level rating on each of
the company's senior unsecured and subordinated debt issues to
'CCC' (two notches lower than the expected 'B-' corporate credit
rating) from 'D'.  The recovery rating on these securities
would remain at '6'."


HILLMAN GROUP: Deferred Payment Won't Affect S&P's 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Cincinnati, Ohio-based The Hillman Group Inc. (B-/Negative/--) are
unaffected by the company's announcement that it will defer the
payment of cash distributions to holders of its trust-preferred
securities beginning with the January 2009 distribution.  Under
the indenture that governs these securities, Hillman is allowed to
defer distribution payments for a period of up to 60 months.  The
company currently has board authorization to defer these payments
for a period not to exceed six months.  On Nov. 5, 2008, S&P
lowered Hillman's corporate credit rating to 'B-' from 'B', based
on the company's very tight liquidity, high debt leverage, and a
challenging operating environment.

The company faces covenant step-downs on its maximum leverage
covenant in the fourth quarter of fiscal 2008 to 3.5x and to 3.25x
in the first quarter of fiscal 2009.  S&P expects the covenant
cushion to be very tight in the fourth quarter of fiscal 2008.
S&P believes that Hillman's deferral of cash payments provides it
with additional near-term liquidity.  Although S&P considers this
action to be prudent, S&P continue to expect that very weak
macroeconomic conditions and the ongoing slowdown in consumer
spending is likely to pressure operating performance into fiscal
2009, and that Hillman will be challenged to materially improve
its covenant cushion and liquidity in the near term.  In addition,
over the next 12 months, S&P expects the company will need to
begin to address its bank facility refinancing.  This is because
its $40 million revolver matures in March 2010 and Hillman faces
significantly increased amortization under its term loan,
beginning in June 2010.


HIT ENTERTAINMENT: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Hit Entertainment, Inc.'s
corporate family rating to B2 from B1 while revising the ratings
outlook to negative from stable.  At the same time, ratings for
the company's senior secured $77 million revolving credit facility
and $328 million term loan were downgraded to B1 from Ba3 while
ratings on the company's $175 million second lien term loan were
downgraded to Caa1 from B3 (applicable loss given default
assessments were also adjusted).

The rating/outlook action was prompted by ongoing weaker than
anticipated operating results that, in turn, cause credit
protection measures to lag earlier expectations.  Issues are
primarily top-line related and stem from the ongoing restructuring
of entertainment distribution as well as pervasive general
economic weakness.  Given a lack of visibility as to when results
may improve, the rating outlook is negative.

Downgrades:

Issuer: Hit Entertainment, Inc.

  -- Corporate Family Rating, downgraded to B2 from B1

  -- Probability of Default Rating, downgraded to B2 from B1

  -- Senior Secured First Lien Bank Credit Facility, downgraded to
     B1 (LGD3, 33%) from Ba3 (LGD3, 36%)

  -- Senior Secured Second Lien Loan, downgraded to Caa1 (LGD5,
     85%) from B3 (LGD5, 88%)

Outlook actions:
  -- Outlook revised to negative from stable

Moody's most recent rating action concerning Hit was taken on
March 29, 2007 at which time Moody's affirmed the company's
ratings (including the B1 CFR and B1 PDR) and stable rating
outlook following the company's proposed $70 million add-on to its
first lien term loan in order to fund a number of small
acquisitions and refinance amounts outstanding under the revolving
credit facility.

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

With offices in London and New York, HIT is involved in the
creation, production and international exploitation (via
television, video, publishing, licensing and live events) of
properties (including Bob the Builder, Thomas the Tank Engine, and
Barney the Dinosaur) catering to pre-school children.


HOWARD LOGAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Howard Passmore Logan, III
        589 Union Church Road
        Elkton, MD 21921

Bankruptcy Case No.: 08-26893

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: William F Hickey, III, Esq.
                  The Law Office of Peter Kirsh
                  112 E. Cecil Avenue
                  North East, MD 21901
                  Tel.: (410) 287-5077
                  Fax : (410) 287-1511
                  Email: whickey@kirshlawyers.com

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

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/mdb08-26893.pdf

The petition was signed by Howard P. Logan, III.


HUMCOR INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Humcor, Inc.
        3322 164th St.
        Lynnwood, WA 98087

Bankruptcy Case No.: 08-18768

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Lawrence K. Engel, Esq.
                  10900 NE 8th St. Ste. 900
                  Bellevue, WA 98004
                  Tel.: (425) 688-2999
                  Email: engelpleadings@hotmail.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/wawb08-18768.pdf

The petition was signed by John J. Hamhney, Secretary of the
company.


IDEAEDGE INC: Raises $1,600,000 in Private Sale of Shares
---------------------------------------------------------
Beginning November 20, 2008, and ending on December 19, 2008,
IdeaEdge, Inc., entered into subscription agreements with nine
accredited investors pursuant to which the company issued
2,034,375 shares of its common stock and warrants to purchase an
additional 508,594 shares of common stock at an exercise price of
$1.00 per share for a period of two years after their date of
issuance, in exchange for gross proceeds totaling $1,627,500
($1,507,500 net of expenses totaling $120,000).

SPN, Inc., acted as a finder in connection with the transaction
and earned 53,438 shares of the company's unregistered common
stock and 38,360 warrants to purchase an additional 13,360 shares
of the company's common stock at an exercise price of $1.00 per
share for a period of two years from their date of issuance as
equity compensation.  As further consideration for its services,
SPN will receive an additional 162,750 shares of the company's
common stock in compensation directly from the share holdings of
two of the company's three founding stockholders, James Collas and
Chris Nicolaidis, who are also officers and directors of the
company.

Jonathan Shultz, the company's Chief Financial Officer, says the
investors met the accredited investor definition of Rule 501 of
the Securities Act.  The sales were made in private placements
under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D under the Securities Act.  The offering was not
conducted in connection with a public offering, and no public
solicitation or advertisement was made or relied upon by the
investor in connection with the offering.

The maximum number of shares of common stock issuable upon
exercise of the warrants the company issued is 521,954.  The total
number of outstanding shares of outstanding common stock as of
December 19, 2008, is 42,233,181.

                       About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.

                      Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.


IDEAEDGE INC: To Change Corporate Name to Socialwise
----------------------------------------------------
IdeaEdge, Inc., will hold its 2008 Annual Meeting of Shareholders
on January 23, 2009, at its corporate headquarters at 6440 Lusk
Blvd., in San Diego, California, beginning at 10 a.m., local time.

At the meeting, the Shareholders will be asked to:

   1. To elect three individuals to the company's Board of
      Directors to hold the office during the ensuing year or
      until their successors are elected and qualified;

   2. To approve amendments to the company's 2007 Stock Option
      Plan to increase the number of authorized shares of stock
      issuable under the Plan;

   3. To approve an amendment to the company's Amended and
      Restated Articles of Incorporation and bylaws to change
      its corporate name from IdeaEdge, Inc. to Socialwise, Inc.;

   4. To approve an amendment to its Amended and Restated
      Articles of Incorporation and bylaws to provide that
      cumulative voting will not be allowed in the election of
      directors; and

   5. To ratify its selection of BDO Seidman, LLP as the auditors
      for the company for the year ended September 30, 2008.

The company's Board of Directors has fixed the close of business
on December 11, 2008, as the record date for determining the
shareholders entitled to notice of and to vote at the Annual
Meeting.

The meeting was originally slated for December 19, 2008, at 10
a.m., local time.

                       About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.

                      Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.


INTEGRA TELECOM: S&P Junks Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Portland, Oregon-based competitive
local exchange carrier Integra Telecom Inc. by two notches.  The
corporate credit rating was lowered to 'CCC' from 'B-', and the
rating outlook is negative.  At Sept. 30, 2008, the company had
$1.2 billion of total funded debt outstanding.

"The downgrade reflects our heightened concern about the company's
ability to meet its tightening financial covenants," explained
Standard & Poor's credit analyst Catherine Cosentino.

The first-lien senior secured leverage ratio tightens to 2.75x for
the December 2008 quarter and will tighten further to 2.5x in June
2009, and the fixed-charge coverage ratio ramps up to 1.10x in the
first quarter of 2009 from the current 1.05x.  The company will be
pressured to meet such covenants, given its uncertain prospects
for business growth in an increasingly weakening economy, with the
potential for heightened churn and/or price compression to impair
overall EBITDA levels.  As a result, S&P believes that Integra is
likely to pursue various strategies to remain compliant with
covenants, including potentially engaging in distressed debt
exchanges, as have many other companies with very limited
liquidity.  Such exchanges would be viewed as tantamount to a
selective default under Standard & Poor's criteria.

The 'CCC' rating reflects Integra's very tight financial
covenants, a high degree of business risk, and a highly leveraged
financial profile.  The company's vulnerable business profile is
typical of the competitive local exchange carrier industry given
the significant competition from larger and better capitalized
incumbent telephone companies.  The rating also reflects a lack of
sustainable competitive advantages, low barriers to entry,
continued integration risks from the acquisition of Eschelon
Telecom, and exposure to potential regulatory changes longer term.


INTERSTATE BAKERIES: To Emerge from Ch. 11 in Next Few Weeks
------------------------------------------------------------
In a Form 8K filed with the Securities and Exchange Commission
dated December 11, 2008, IBC reiterated that the Company plans to
emerge from Chapter 11 "within the next several weeks"
concurrently with the funding of its previously announced funding
commitments pursuant to the Amended New Joint Plan of
Reorganization, which the Court confirmed on December 5.

J. Randall Vance, IBC senior vice president, chief financial
officer and treasurer, told the SEC that the Company is focusing
its efforts on finalizing all documentation for the Exit
Financing contemplated by the Plan Funding Commitments and
satisfying the remaining conditions to closing contemplated under
the Plan and the Commitments.

"No assurance can be given that the Plan Funding Commitments will
be closed or that the Plan will become effective," Mr. Vance
added.

To the extent the Exit Financing is finalized and the closing
conditions are met, the Company expects -- on the effective date
of the Plan -- to, among other things:

  * enter into a $125 million working capital senior secured
    revolving credit facility with General Electric Capital
    Corporation;

  * enter into a $344 million first lien term loan credit
    facility with Silver Point Finance, LLC, Monarch Alternative
    Capital L.P. and McDonnell Investment Management LLC and
    other persons, as reasonably acceptable to IBC Investors I,
    LLC, an affiliate of Ripplewood Holdings L.L.C.;

  * distribute third lien term notes in the aggregate principal
    amount of $142.3 million to holders of claims under an
    Amended and Restated Credit Agreement, dated April 24, 2002,
    as amended;

  * issue (i) 4,420,000 shares of new common stock and (ii) 5%
    Secured Convertible PIK-Election Series A Notes due 2018 and
    the Subsidiary Guarantees in an initial aggregate principal
    amount of $85,800,000 to IBC Investors;

  * issue 5% Secured Convertible PIK-Election Series B Notes due
    2018 and the Subsidiary Guarantees thereof in an initial
    aggregate principal amount of $85,800,000 to the Senior
    Secured Creditors; and

  * issue 4,420,000 shares of new common stock to the Term Loan
    Facility Lenders.

                IBC's Shares of Common Stock

As of October 1, 2008, the Company had 45,202,000 shares of
common stock issued and outstanding, Mr. Vance reported.

Pursuant to the Plan, the Company's existing common stock and
other equity interests will be canceled on the Effective Date
without any distribution on account of the equity interests.
Accordingly, the Company plans to terminate its registration
under the Securities Exchange Act of 1934, as amended, on the
Effective Date.

Mr. Vance says that on the Effective Date, the Company expects to
have:

  (1) 60,000,000 shares of new common stock, par value $0.01 per
      Share; and

(ii) 1,000,000 shares of new preferred stock, par value $0.01
      per share, authorized;

(iii) 9,316,726 shares of new common stock issued and
      outstanding.

In addition, on the Effective Date, the Company expects to have
these shares of new common stock reserved for issuance upon the
exercise of certain warrants:

  Shares of New
  Common Stock             Condition for Issuance
  -------------            ----------------------
   16,489,911              conversion of the Notes

    6,030,801              exercise of Series A warrants to be
                           issued to IBC Investor

      856,265              exercise of Series B warrants to be
                           issued to the Term Loan Facility
                           Lenders

    1,267,265              exercise of Series C warrants to be
                           issued to the Term Loan Facility
                           Lenders

      670,089              exercise of Series D warrants to be
                           issued to IBC Investor

      670,089              exercise of Series E warrants to be
                           issued to Senior Secured Creditors


                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 120; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


LAND LINKS PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Land Links Properties, LLC
        1200 Everett Rd.
        Pisgah Forest, NC 28768

Bankruptcy Case No.: 08-11019

Chapter 11 Petition Date: December 12, 2008

Court: Western District of North Carolina (Asheville)

Debtor's Counsel: Edward C. Hay, Jr.
                  ehay@phhlawfirm.com
                  137 Biltmore Ave.
                  Asheville, NC 28801
                  Tel:(828) 255-8085
                  Fax: (828) 251-2760

Total Assets: $2,850,250

Total Debts: $1,682,653

The petition was signed by Larry Gravley, a member of the
company.

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

               http://bankrupt.com/misc/ncwb08-11019.pdf


JEREMY WILLIAMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jeremy Williams
        1550 So. Grant St.
        Tacoma, WA 98405
        Tel.: (253) 227-1918

Bankruptcy Case No.: 08-46675

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Dallas W. Jolley, Esq.
                  4707 S. Junett St., Ste. B
                  Tacoma, WA 98409
                  Tel.: (253) 761-8970
                  Email: t_steenson@yahoo.com

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

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

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

The petition was signed by Jeremy Williams.


LATHAM MANUFACTURING: Moody's Cuts Corporate Family Rating to Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Latham Manufacturing Corp. to Caa1 from B3 to reflect its
reduced revenue, falling earnings and a weakened liquidity
profile.  Moody's also downgraded the senior secured revolving
credit facility to B3 from B2 and the senior secured term loan B
to B3 from B2.  The rating outlook is negative.

The rating downgrade reflects the heightened risk that the
continued deterioration of new pool construction volumes in the
United States in 2009 will exacerbate the existing pressure on
Latham's sales volumes, earnings and leverage metrics in 2009.
Further, the Caa1 rating incorporates Moody's belief that the
deterioration in earnings during 2008 increases the likelihood of
non-compliance with covenants and that the upcoming maturity of
Latham's revolver in December of 2009 weakens the company's
liquidity profile despite resilient cash flow generation.

The negative outlook reflects the possibility that Latham's
failure to comply with financial covenants could restrict revolver
availability as early as the first quarter of 2009 when seasonal
borrowing needs are at peak levels.  Further, the negative outlook
reflects the near term maturity of its $35 million revolving
credit facility and related refinancing risk that could be
complicated by a breach of financial covenants over the next
twelve months.  The successful renegotiation of the revolver
maturity and its covenants could have positive implications on the
outlook.

These ratings were downgraded:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability of Default Rating to Caa1 from B3;

  -- Senior secured revolving credit facility to B3 (LGD3/42%)
     from B2 (LGD3/40%); and

  -- Senior secured term loan to B3 (LGD3/42%) from B2 (LGD3/40%).

The last rating action was on January 29, 2008 when the ratings of
Latham were downgraded to B3.

Based in Latham, New York, Latham is one of the largest
manufacturers of swimming pool components and pool accessories in
North America.


KIDSPEACE INC: Moody's Holds Caa2 $60MM Lehigh County Bonds Rating
------------------------------------------------------------------
Moody's Investors Service has confirmed KidsPeace Inc.'s Caa2
rating and removed the rating from Watchlist, where it was placed
on October, 27, 2008.  The outlook is negative.  The rating
applies to $60.2 million of Series 1998 and Series 1999 bonds
issued by the Lehigh County General Purpose Authority.  The rating
confirmation is attributable to recent turnaround initiatives
including a reduction in work force and freezing of the pension
plan that is expected to generate $4.0 million in cost savings in
fiscal year 2009, as well as an asset monetization and sale-lease
back plan that is expected to generate $10.7 million in cash
proceeds over the next twelve months.  These positive developments
are mitigated by continued operating losses, low census numbers,
continued stress on liquidity measures, and the inability to
secure a line of credit to weather operational challenges.

Census numbers have increased from a low of 240 to 271 as of
December 18, 2008 at the Pennsylvania facility.  This compares to
467 clients served during the prior year comparable period.
Despite turnaround initiatives and expense cutting measures,
including a reduction in work force of 85 (35 FTEs and 50
vacancies) and a salary rollback initiative that is projected to
generate $125,000 in monthly savings, KidsPeace was only able to
reduce its monthly loss to $474,000 loss in the month of November,
2008, down from $1.2 million loss in the month of September.
Furthermore, management is projecting a decline in census by 20
clients by the end of December due to seasonal discharges which
will continue to stress financial performance.  Management is
budgeting for a $1,193,000 operating excess in FY 2009, which
Moody's believe is moderately optimistic and will depend on the
organization's ability to boost census numbers.

Despite the continued decline in financial performance,
unrestricted cash increased to $7.3 million through the end of
November, 2008 from $5.7 million at September 30, 2008.  However,
Moody's note that the increase in cash was largely achieved
through a decrease in the cushion ratio as accounts receivables
tightened and payables were stretched. KidsPeace is currently
pursuing a plan to generate $10.7 million in cash proceeds from
asset sales and sale-lease backs to boost liquidity.  In the
interim period, KidsPeace has a $1.5 million sinking fund payment
due in January and a $1.5 million pension payment due in April.
If KidsPeace is unable to continue to improve financial
performance or raise additional cash, Moody's believes that the
likelihood of meeting its June 1st bond payment may be difficult.
Additionally, Moody's believe that KidsPeace will violate the 1.0
times rate covenant, triggering an event of default (December 31
fiscal year end), which could potentially lead to an acceleration
of the 1998 and 1999 bonds.  If an acceleration of the outstanding
bonds occurs, Moody's believe that the likelihood of filing for
bankruptcy protection increases, warranting a lower rating based
on estimated recovery value of the bonds.  For further
information, please reference Moody's October 27, 2008 credit
report on KidsPeace.
Outlook

RATED DEBT (debt outstanding as of December 31, 2007)

  -- Series 1998, 1999 ($60.2 million outstanding) rated Caa2

KidsPeace's ratings were assigned by evaluating factors believed
to be relevant to the credit profile of KidsPeace such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the obligor, iii) the projected performance of
the issuer over the near to intermediate term, iv) the obligor's
history of achieving consistent operating performance and meeting
budget or financial plan goals, v) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
the obligor's management and governance structure related to
payment.  These attributes were compared against other obligor's
both within and outside of KidsPeace's core peer group and
KidsPeace''s ratings are believed to be comparable to ratings
assigned to other obligors of similar credit risk.

The last rating action was on October 27, 2008 when the ratings of
KidsPeace were placed on Watchlist for possible downgrade.


LIBBEY INC: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Libbey Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
the 'B' corporate credit rating.  As of Sept. 30, 2008, Toledo,
Ohio-based Libbey had about $526 million of debt, excluding
operating lease and pension obligations.

The outlook revision is based on S&P's expectation for continued
weak operating performance, given the weak economy and declining
consumer confidence, and for a corresponding decline in credit
measures.  Libbey recently lowered its outlook for the fourth
quarter due to a dramatic slowdown in the foodservice and retail
channels for its products.  While the company's margins and cash
flow should benefit from cost-saving initiatives and reduced
capital expenditures in 2009, S&P believes Libbey will be
challenged to improve performance and credit measures over the
near term, reflecting S&P's expectation for continued economic
weakness and a sluggish consumer spending environment.

The outlook is negative.  Credit protection measures have
deteriorated somewhat due to higher debt levels and a lack of
EBITDA growth.  In light of S&P's expectation for a material
weakening of near-term operating performance, S&P believes credit
measures will deteriorate further, and leverage is likely to
be well above 6x by year end.

"We would consider a lower rating if operating performance weakens
further, if leverage does not decline and/or increases beyond
S&P's expectations of well over 6x in the near term," said
Standard & Poor's ratings analyst Rick Joy.  S&P could also lower
ratings if Libbey's liquidity is materially pressured. S&P
believes a 10% sales decline and erosion in EBITDA margins of 100
basis points over the next year could result in leverage exceeding
7x.

"Alternatively, if the company can improve operating performance
despite the current market conditions, and credit measures improve
(including leverage trending toward the low- to mid-5x area), S&P
could consider an outlook revision to stable," he continued.


LIBERTY TAX CREDIT II: To Dispose of All Investments in 2 Years
---------------------------------------------------------------
Liberty Tax Credit Plus II L.P. is currently in the process of
disposing of all of its investments, and anticipates that the
process will be completed within two years.  As of September 30,
2008, the property and the related assets and liabilities of 15
Local Partnerships and the limited partnership interest in eight
Local Partnerships have been sold.  In addition, as of September
30, 2008, Liberty Tax Credit II has entered into agreements to
sell its limited partnership interests in three Local
Partnerships.  There can be no assurance as to when Liberty Tax
Credit II will dispose of its remaining investments or the amount
of proceeds which may be received.  However, based on the
historical operating results of the Local Partnerships and the
current economic conditions, including changes in tax laws, it is
unlikely that the proceeds from such sales received by Liberty Tax
Credit II will be sufficient to return to the limited partners
their original investment.

Liberty Tax Credit II's consolidated balance sheets as of
September 30, 2008, show $21.92 million in total assets, $36.62
million in total liabilites, and $14.69 million in total partners'
deficit.  Liberty Tax Credit II posted a $667,139 net loss for the
three months ended September 30, 2008, on $124,969 in revenues.

                  About Liberty Tax Credit Plus II

Based in New York, Liberty Tax Credit Plus II L.P. invests in
other limited partnerships owning leveraged low-income multifamily
residential complexes that are eligible for the low-income housing
tax credit  enacted in the Tax Reform Act of 1986, and to a lesser
extent in Local Partnerships owning properties that are eligible
for the historic rehabilitation tax credit.

The general partners of the Partnership are Related Credit
Properties II L.P., a Delaware limited partnership, Liberty
Associates II L.P., a Delaware limited partnership, and Liberty GP
II Inc., a Delaware corporation.

The general partner of Related Credit Properties II L.P. is
Related Credit Properties II Inc., a Delaware corporation.  The
general partners of Liberty Associates II L.P. are Related Credit
Properties II Inc., and Liberty GP II Inc.  Liberty Associates II
L.P. is also the special limited partner of the Partnership.  The
ultimate parent of the general partners of the Partnership is
Centerline Holding Company.


LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit and senior unsecured debt ratings on Liz
Claiborne Inc. to 'BB-' from 'BB+.  In addition, S&P revised
the recovery rating on the company's EUR350 million 5% notes due
2013 to '5' from '4', indicating the expectation of modest (10%-
30%) recovery in the event of a payment default, as a result of
the company's contemplated asset-based facility which will be
secured by priority liens on certain assets.  (This proposed ABL
will replace the company's existing $750 million unsecured
revolving credit facility.)  S&P removed all ratings from
CreditWatch, where S&P placed them with negative implications on
Oct. 27, 2008.

This placement followed the company's pre-announcement and
downward earnings revision for the nine months ended September
2008, and for the full-year fiscal 2008 ending December.  S&P is
also withdrawing its 'B-2' short-term commercial paper rating at
the company's request.  On the completion of the company's
proposed ABL facility and repayment of outstandings on the
existing unsecured revolving credit facility, S&P will withdraw
the current ratings on the $750 million credit facility.  The
outlook is negative.  The New York, New York-based apparel company
had about $974 million of debt as of Oct. 4, 2008.

"The negative outlook incorporates our expectation that Liz
Claiborne's operating performance and credit measures will remain
challenged for the near term, given the weak retail environment,"
noted Standard & Poor's credit analyst Susan Ding.  Although S&P
expects the company will reduce leverage with cash flow and that
leverage would trend to 5x by year end, S&P could lower the
ratings if the company cannot reduce leverage as planned and/or if
leverage increases further.  This could occur if revenues decline
12% for the full year, compared with an 8.5% decline for the 12
months ended September 2008, and operating margins fall to about 5
versus 6.8% at present.

"Although unlikely over the near term, if the company can
successfully execute its new business strategy and improve credit
measures, including reducing leverage to the 4.5x area, S&P could
revise the outlook to stable," she continued.


MERCY MEMORIAL: S&P Downgrades Rating on 20006 Bonds to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Monroe
County Hospital Finance Authority, Michigan's series 2006 revenue
bonds, issued for Mercy Memorial Hospital System Corp. Obligated
Group, one notch to 'BB' from 'BB+' based on the system's
continued operating losses, deteriorating liquidity, and
significant management changes.

More specifically, the rating reflects Mercy's $10 million
operating loss for fiscal year-end June 30, 2008, generating a
weak 1.2x coverage; weakened balance sheet with 98 days' cash on
hand at fiscal year-end and 75 days as of Oct. 31, 2008; and
dominant business position with a 65% market share in Monroe --
Mercy Memorial, however, is in the middle of competitive markets
in Detroit and Ann Arbor, Michigan, and Toledo, Ohio.

The negative outlook reflects the continuing operating challenges
and uncertainty regarding Mercy Memorial's ability to turn around
the significant losses seen over the past two years.

"If operations do not improve as management indicates and the
balance sheet deteriorates further, a downgrade is likely," said
Standard & Poor's credit analyst Jessica Goldman.  "If management
is able to demonstrate significant improvement with its turnaround
efforts, however, S&P might return the outlook to stable."

Operations remained challenged with losses of $10.0 million, or a
negative 6.4% margin, in fiscal 2008 and $11.6 million, or a
negative 7.8% margin, in fiscal 2007.  These lower-than-expected
results resulted in a weak 1.2x coverage in fiscal 2008.  Though
admissions rebounded somewhat in fiscal 2008, declines in
outpatient visits and surgeries and continued increases in
bad debt expenses had an effect on the results.

With a new management team in place, management's turnaround
efforts are focused on savings on equipment and supplies and the
revenue cycle with changes already made to the benefits structure
and a reduction in force.  Based on an initial review by the new
CFO, management has identified an additional $313,000 of annual
savings.  Management is forecasting the operating loss will be
reduced to $4.0 million in fiscal 2009, and it is projecting a
positive $1.6 million operating gain in fiscal 2010.  For the four
months ended Oct. 31, 2008, operating results were behind budget
but ahead of this past year's results with a $1.6 million
operating loss, or a negative 3.1% margin.

While the balance sheet was historically a strength for Mercy
Memorial, it has considerably weakened over the past few years.
Unrestricted cash levels declined to $42.7 million, or 98 days'
cash on hand, in fiscal 2008, down from more than 200 days in
fiscal 2005 and previous years.  As of Oct. 31, 2008, days' cash
on hand declined to 75, reflecting market results because the
investment mix is about 50% equities and 50% fixed income.

The rating action affects roughly $48.2 million of debt
outstanding.


MBIA INSURANCE: Moody's Assigns Rating on Preferred Stock to Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
recently issued perpetual preferred stock of MBIA Insurance
Corporation (MBIA; Baa1 insurance financial strength; developing
outlook) following the firm's exercise of its option to put such
preferred to its prefunded contingent capital facilities, North
Castle Custodial Trusts I-VIII.  The rating agency has also
downgraded to Ba2, from Ba1, and withdrawn its ratings on the
trusts following their liquidation triggered by MBIA's exercise of
its fixed rate option.  The Ba2 preferred stock rating reflects
some near term uncertainty about dividend capacity given the
modest earned surplus and substantial risk of additional mortgage-
related losses.  Moody's also downgraded MBIA Mexico, S.A. de
C.V.'s (MBIA Mexico) local scale rating to Aa1.mx, from Aaa.mx,
reflecting the company's weakened credit profile (global scale
rating at Baa1) and uncertainty about MBIA's continued strategic
focus on Mexico.  All ratings have a developing outlook.

Moody's noted that the transaction resulted in the issuance of
$400 million in preferred stock to North Castle Custodial Trusts
I-VIII, with proceeds used to support the capital position of
MBIA.  The trusts are being liquidiated as a result of MBIA's
exercise of its fixed rate dividend option and the holders of the
(former) trust securities will directly own the MBIA preferred
stock.  The preferred stock is perpetual and will pay a fixed
dividend.  The preferred stock issuance will increase MBIA's
adjusted financial leverage moderately (to about 27%, from 25%).
Moody's has not accorded equity credit to the preferred stock in
measuring group leverage given its seniority to MBIA Inc.'s senior
debt in liquidation.  These securities rank junior to MBIA's $1
billion in surplus notes, rated Baa3.  The preferred stock is non-
cumulative unless MBIA Insurance Corp. pays dividends on its
common stock (limited to holding company debt service), at which
time preferred dividends would become cumulative.

The rating agency said that MBIA's ability to make dividend
payments on the preferred stock is subject to New York State
insurance law, which requires dividends to be paid out of earned
surplus minus unrealized losses and restricts dividends during any
12 month period to the lower of the firm's investment income or
10% of policyholders' surplus or available unassigned surplus.
While the insurer currently has adequate earned surplus, there is
a risk that further material loss reserving could erode this
balance and inhibit the ability to make preferred dividend
payments.  In light of remaining volatility within the insured
portfolio and Moody's own estimate of expected RMBS losses to be
incurred, the rating of operating company preferred was set at a
level that reflects wider notching from the benchmark IFSR than is
typical for that type of obligation.

Moody's estimates of ABS CDO losses are about $1.5 billion above
the firm's recorded impairments, and preliminary revised estimates
of second liens losses suggests aggregate RMBS losses meaningfully
in excess of MBIA's recorded reserves at 9/30/2008.  Mitigating in
part these concerns is the modest preferred stock dividend,
approximately 3.5% annually on $400 million of securities.
Moody's recently increased its loss expectations for MBIA's second
lien mortgage exposures, reflecting growing concerns about their
performance to date and the potential adverse effect of a
weakening economy.  Such revised loss estimates have substantially
reduced the capital adequacy cushion that MBIA has at the current
rating level.  Moody's said that, because contingent capital
facilities are included in its calculation of total capital, the
conversion of these facilities to preferred stock does not
significantly impact its view of MBIA's capital profile.  The
rating agency added, however, that the preferred stock issuance
improves MBIA's liquidity position during a time of unprecedented
stress.

The rating agency said that MBIA Mexico's dependence on the formal
and informal support from MBIA Insurance Corporation (through a
100% quota share reinsurance agreement and a net worth maintenance
agreement).  With growing uncertainty about the strategic
relevance of the Mexican market to MBIA, in light of the group's
challenged credit and franchise profile, and the recent downgrade
of MBIA Mexico's global scale rating to Baa1, Moody's 's
downgraded the national scale insurance financial strength rating
of MBIA Mexico to Aa1.mx, from Aaa.mx.

The last rating action on MBIA occurred on November 7, 2008 when
Moody's downgraded MBIA Insurance Corporation's insurance
financial strength rating to Baa1, with a developing outlook.

                     List of Rating Actions

This rating has been assigned:

  -- MBIA Insurance Corporation -- preferred stock at Ba2.

These ratings have been downgraded and withdrawn due to
liquidation of the contingent surplus note trust facilities:

  -- North Castle Custodial Trusts I-VIII -- contingent capital
     securities to Ba2, from Ba1.

This rating has been downgraded:

  -- MBIA Mexico, S.A. de C.V. -- national scale insurance
     financial strength to Aa1.mx, from Aaa.mx. The outlook is
     developing.

MBIA Inc. provides financial guarantees to issuers in the
municipal and structured finance markets in the United States, as
well as internationally.  MBIA also offers various complementary
services, such as investment management and municipal investment
contracts.


MMS EQUIPMENT.: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: MMS Equipment Sales, Inc.
        fdba MMS, LLC
        fdba Moore Machinery Sales
        31 N. Madison Dr.
        Humboldt, TN 38343
        Tel: (731) 234-0014

Bankruptcy Case No.: 08-14904

Chapter 11 Petition Date: December 12, 2008

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Company Description: MMS Equipment Sales, Inc., sells used heavy
                     equipment.
                     See: http://www.mooremachinery.com/

Debtor's Counsel: Timothy B. Latimer
                  425 E. Baltimore
                  Jackson, TN 38301
                  Tel: (731) 424-3315
                  ul@utleylatimer.com

Total Assets: $7,454,505

Total Debts: $6,554,128

The petition was signed by William David and Evie Janetta Moore,
President and Vice President of the company, respectively.

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

             http://bankrupt.com/misc/twb08-14904.pdf


MOUNTAINEER GAS: Fitch Affirms Issuer Default Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has affirmed Mountaineer Gas Co.'s Issuer Default
Rating at 'BB-' and its unsecured debt rating at 'BB.'  In
addition, Fitch has withdrawn the short-term IDR.  The Rating
Outlook remains Stable.  Approximately $90 million of long-term
debt is affected by the rating action.

The ratings and Stable Outlook take into consideration regulated
cash flows from local gas distribution operations in West
Virginia, where MGC has the leading market share, an adequate
purchased gas adjustment mechanism, and West Virginia Public
Service Commission's approved gas procurement plan.  Moreover, MGC
benefits from a relatively constructive regulatory relationship as
evidenced by the interim PGA increase in July 2008 and WVPSC
mandated tuck-in acquisition program wherein the WVPSC requested
that MGC acquire six small local distribution companies due to
mismanagement under the previous owners.  In addition, the ratings
reflect manageable capital expenditure requirements and sufficient
liquidity for working capital needs under a $125 million revolver
that expires in September 2010.

Notably, MGC's liquidity position is enhanced by a new two-year
Asset Management Agreement with AGL Resources, Inc. ('A-' by
Fitch) subsidiary Sequent, which came into effect in August 2008.
The AMA temporarily releases MGC's transportation and storage
contracts to Sequent, which will in turn provide gas for storage
at prices approved under the current supply procurement program
without the incurrence of carrying costs.  As such, the AMA has
positive liquidity implications by reducing working capital
requirements by approximately $50 million and associated short-
term interest expense.  However, although the AMA eliminates the
carrying costs associated with a gas inventory build-up,
volumetric risk still exists due to the absence of a full or
partial decoupling mechanism in a base rate freeze extending until
April 2010, continuing demand destruction, and minimum withdrawal
requirements under the agreement.  Fitch expects both the AMA and
revolver to be renewed in 2010; however, MGC will be exposed to
renewal risk and potentially more punitive pricing under the new
credit facility.

Other rating concerns relate to a projected decline in EBITDA in
2009 relative to 2008 as a result of the expiration of the
transportation discount sharing mechanism and higher operating
costs, including bad debt expense.  As such, EBITDA to interest is
forecasted to be 1.9 times (x) in 2009, down from approximately
2.3x in 2008, while leverage, as measured by debt to EBITDA is
expected to reach approximately 7x.  These credit metrics are
viewed as weak relative to 'BB-' guidelines and industry peers;
however, Fitch expects that MGC will remain in compliance with
covenant requirements as a result of reduced interest expense
related to the AMA.  In addition, MGC's remote management
structure based out of Tulsa, Oklahoma in the absence of a Chief
Financial Officer raises concerns over potential operational
risks.

Of moderate concern are risks associated with the transition to
in-house call center operations and customer billing services in
2010 in light of previous implementation problems related to the
transition to new financial reporting and technology systems.
Although projected costs for the project are modest, operational
risks do exist.  Actual costs may exceed projections leading to
weaker than forecasted cash flows.  Fitch also notes that
potential customer billing problems may create a large number of
unhappy customers, which may lead to adverse regulatory treatment
during the planned MGC rate proceeding beginning in June 2009.  To
mitigate these risks, however, MGC has already begun the selection
process for a new customer billing system and has retained
consulting services to streamline the implementation and execution
process.

The Stable Outlook reflects Fitch's expectation that MGC will
continue to comply with financial and reporting covenants as a
result of the AMA and improved financial reporting capability.
Moreover, the Stable Outlook assumes that MGC will receive a
balanced outcome to its planned rate filing in April 2010.

MGC, the sole subsidiary of Mountaineer Gas Holdings LP, is a
natural gas local distribution company that is engaged in the
sale, distribution, and transport of natural gas to 226,500
customers in West Virginia.  The company is jointly owned by
private equity investor ArcLight Capital Partners LLC and managing
operator, IGS Utilities, LLC.  Unregulated operations at the
holding company level consist of an E&P business, Mountaineer Gas
Services, which has approximately 20 bcf (billions of cubic feet)
of gas reserves in and around the Marcellus Shale region.


NASH FINCH: Three Acquisitions Won't Affect S&P's 'B+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that Minneapolis-based
Nash Finch Co.'s (B+/Positive/--) acquisition of three
distribution operations currently operated by GSC Enterprises for
$80 million would have no immediate effect on the rating or
outlook.  The $80 million purchase price will be funded using
availability under Nash Finch's $300 million asset-backed loan
facility plus its accordion feature that allows the loan to expand
up to $450 million.  The company estimates it will use $46 million
of the available amount under the accordion.  Pro forma for the
transaction, S&P anticipates there will not be a significant
change in the company's credit metrics.

S&P believes the transaction will enable Nash Finch to expand its
reach at the military distribution segment in both the Southeast
and Southwest as well as increase capacity in the Midwest.
Additionally, it is likely the company may be able to generate
cost savings from improving the operating efficiency
of the distribution facilities and save on transportation
expenses.


NATIONAL CENTURY: Credit Suisse & Plaintiffs Quarrel Over Moody's
-----------------------------------------------------------------
In the multi-district litigation related to the collapse of
National Century Financial Enterprises, Credit Suisse Securities
(USA) LLC alleges that plaintiffs Metropolitan Life Insurance
Company, Metropolitan Insurance and Annuity Company, and Lloyds
TSB Bank PLC, committed serious misrepresentation during a
telephonic discovery hearing held on July 29, 2008, regarding the
deposition of J. McGinnis Caldwell, Moody's Investors Service,
Inc.'s senior analyst responsible for its rating of the NCFE
notes, and also Moody's witness pursuant to Rule 30(b)(6) of the
Federal Rules of Civil Procedure.

Credit Suisse's counsel Steven G. Brody, Esq., at McKee Nelson
LLP, in New York, tells U.S. Magistrate Judge Mark Abel in a
letter that Credit Suisse has learned that the Plaintiffs and
Moody's have previous agreements, which they did not disclose and
refused to give Credit Suisse a copy.  Mr. Brody says during the
July 29 hearing the Plaintiffs' deposition of Mr. Caldwell focused
more on finger-pointing at Credit Suisse than on building a case
against Moody's.  Mr. Brody finds the disposition "unusual".

According to Mr. Brody, "[a]t stake here is the ability of Credit
Suisse to defend itself fully and fairly against Plaintiffs'
claims. . . . If Plaintiffs had revealed the Stipulation and the
Agreement before Caldwell's initial deposition, Credit Suisse
would have challenged Plaintiffs' ability to question him for
seven hours as an adverse witness, and much of the testimony on
which Plaintiffs and their expert rely would never have been
taken.  Further, during Caldwell's follow-up deposition, Credit
Suisse would have used the Stipulation and the Agreement to
impeach his credibility," Mr. Brody continues.

Credit Suisse asks the U.S. District Court for the Southern
District of Ohio to impose appropriate sanctions against the
Plaintiffs and preclude Mr. Caldwell's testimony because it is
tainted. Credit Suisse also wants the Plaintiffs to produce the
supposed agreements.

The Plaintiffs' counsel, Harold G. Levison, Esq., however, tells
the Court that Mr. Brody is merely trying to obtain, after the
discovery deadline, a document that Credit Suisse failed to cover
on its document requests through Mr. Brody's oversight or
otherwise.  According to Mr. Levison, he advised the Court during
the July 29 call that the Plaintiffs and Moody's do not have a
settlement agreement in principle.  He added that what the
Plaintiffs have agreed with Moody's was that if they feel that
they do not have a case at the end of fact discovery, they will
dismiss the case without prejudice.  Moody's counsel, James
Coster, Esq., confirmed the Plaintiffs' representation.

Mr. Brody is suggesting there was a "serious misrepresentation
made to the Court" supposedly because there was already a signed
stipulation of dismissal dated June 2, 2008, and filed with the
Court on September 4, and because he did not understand that the
agreement was in writing, according to Mr. Levison.  He says
Lloyds simply does not have any independent obligation to provide
Credit Suisse with the document, and that the time for filing for
document requests has long since expired.

Mr. Levison also contends that, "[n]ot only are Credit Suisse's
arguments completely meritless, they are also improperly made in
the form of a letter. . . . Requests for preclusions of proof
should be in the form of a motion, based upon a record, and signed
by the moving counsel."

Mr. Brody insists that the Moody's agreement was included in
Credit Suisse's document request for all documents concerning any
settlement between the Plaintiffs and any defendant in the
multidistrict litigation proceedings.  "The truth is that
Plaintiffs misrepresented the facts when they purported to
describe the 'totality' of their agreement with Moody's, but
failed to disclose the Agreement and the Stipulation," Mr. Brody
asserts.  "Indeed, Plaintiffs never disclosed during the hearing
that they had any written agreement with Moody's, even though the
Court asked," he adds.

Mr. Levison also tells Judge Abel that the agreement is not a
'settlement agreement.  Mr. Levison says the agreement between the
Plaintiffs and Moody's settled nothing, and has none of the
characteristics of a settlement because no money or releases were
exchanged, and no bar order was entered.  The fact is that Credit
Suisse's document request does not cover the agreement with
Moody's, and all of the name-calling and all of the excuses by its
counsel cannot change that fact, Mr. Levison contends.  He points
out Credit Suisse's document request only refers to settlements
between a plaintiff and a defendant, and payments of money in
connection with losses suffered by reason of the investment in
NCFE notes.

         Lloyds and MetLife to Offer Expert Testimony

In a letter to Judge James L. Graham of the U.S. District Court
for the Southern District of Ohio, Mr. Levison says that he wants
to correct "what appears to be a misapprehension" concerning
expert evidence to be proffered by Lloyds and MetLife.

In his previous order, Judge Graham noted that Lloyds and MetLife
were not offering expert testimony about damages, when others
did.  He ruled that given that other plaintiffs are offering
expert testimony about damages, and the uncertainty about how
Lloyds and MetLife intends to calculate the interest on their
alleged damages, Allan W. Kleidon's disclosures according to Rule
26(a)(2) of the Federal Rules of Civil Procedure must be made by
October 17, 2008.  He added that since Lloyds and MetLife are not
offering expert testimony on damages, their responsive experts
need not make their Rule 26(a)(2) disclosures until November 28.

Mr. Kleidon is Credit Suisse's damages expert.

Mr. Levison contends that Lloyds and MetLife are offering expert
testimony about damages, and have so stated both in a letter to
the Court, and in their expert designations of Professor John
Coffee of the Columbia Law School.  He notes that rather than
stating they would not offer expert testimony on damages, MetLife
and Lloyds argued in their letter that the issue of damages was
not complicated and, accordingly, that there was no need for
Credit Suisse's damage expert to first have Prof. Coffee's damage
report before submitting Credit Suisse's expert damage report.

MetLife and Lloyds, however, have never stated they were not
offering expert testimony about damages, Mr. Levison points out.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL CENTURY: Credit Suisse Limits Witness' Appearance
----------------------------------------------------------
Robert J. Madden, Esq., at Gibbs & Bruns L.L.P., in Houston,
Texas, on behalf of plaintiffs the Arizona Noteholders, the UAT,
Lloyds, MetLife, and the New York City Pension Funds, informs the
U.S. District Court for the Southern District of Ohio of a dispute
that has arisen with defendant Credit Suisse in the National
Century Financial Enterprises mult-district litigation regarding
the deposition of expert witness Myron S. Glucksman, Credit
Suisse's designated expert on "the roles and responsibilities of
various parties involved in asset-backed securities transactions"
and the "services rendered" by Credit Suisse in connection with
NCFE.

Mr. Madden says the Arizona Noteholders, et al., have asked Credit
Suisse for nine hours to depose Mr. Glucksman, but Credit Suisse
has refused
to make him available for more than seven hours.  Parties
previously agreed to set seven hours for each expert deposition as
the default rule, but, as in previous instances in which the
length of certain depositions was extended beyond the seven-hour
rule, the Arizona Noteholders, et al., believe there are
extenuating circumstances, which warrant an additional two hours
of deposition time.

Mr. Glucksman's expert report responds to the disclosures of four
of the Arizona Noteholders, et al.s' expert witnesses, (i)
MetLife and Lloyds's expert John C. Coffee, Jr., (ii) the Arizona
Noteholders' experts Bernard S. Black and Steven L. Schwarcz, and
(iii) the NYC Pension Funds' expert Robert M. Daines.

The Arizona Noteholders, et al., are requesting additional time
only in connection with Mr. Glucksman's deposition, in light of
the length of the Glucksman Report and the number of issues
unique to each of the Arizona Noteholders, et al.'s experts
addressed in the Glucksman Report.

Credit Suisse will have a total of 28 hours with the Arizona
Noteholders, et al.'s individual experts to whom Mr. Glucksman
has responded, Mr. Madden points out.  He submits that the
Arizona Noteholders, et al.'s request is more than reasonable.

                    Credit Suisse Responds

Credit Suisse contends that when the parties negotiated the
schedule for depositions, the Arizona Noteholders, et al., (i)
already knew the experts' identity and subject matters, and (ii)
fully understood that the seven-hour maximum deposition time
would apply to them for Mr. Glucksman.

The Arizona Noteholders, et al., have shared seven hours of
depositions in numerous instances, and they have not provided a
basis for an additional two hours, Credit Suisse contends.
Credit Suisse also argues that the Arizona Noteholders, et al.,
have not demonstrated any "extenuating circumstances" that did
not exist at the time they agreed to a seven-hour maximum for all
expert depositions that would justify a modification of the
Court's order with respect to Mr. Glucksman.

Credit Suisse further argues that it would be unfair for Mr.
Glucksman to extend his deposition by almost 30%, which is not a
"modest" amount of additional time.

                Donovan's Amended Errata Sheet

Credit Suisse asks the Court's assistance in resolving a dispute
with counsel for the Arizona Noteholders and the Unencumbered
Assets Trust concerning an amended errata sheet for its witness
Joseph M. Donovan, who appeared as a Rule 30(b)(6) witness on
numerous topics on June 26 and 27, 2008.  Mr. Donovan executed
the Amended Errata Sheet to make one additional correction to his
deposition testimony that was not reflected on his prior Errata
Sheet.

Although the Court and all parties have substantial interests in
ensuring that the sworn testimony be accurate, the Arizona
Noteholders do not seem to care what the truth is and request
that Credit Suisse withdraw the Amended Errata Sheet because it
is untimely, relates Susan F. DiCicco, Esq., at McKee Nelson LLP,
in New York.  Hence, Credit Suisse asks the Court to verify that
Mr. Donovan's Amended Errata sheet need not be withdrawn, and
that he has the right to correct the inaccurate testimony.

The amendment addresses an erroneous answer by Mr. Donovan in
connection with a certain deal regarding the NCFE notes, Ms.
DiCicco says.  She explains that not knowing when in January 1996
the deal closed, Mr. Donovan mistakenly testified that Credit
Suisse had obtained Hausser & Taylor audited 1994 financial
statements in connection with an initial transaction performed
for NPF VI.  She notes that the deal documents reflect that the
deal closed on January 4, 1996, and Credit Suisse could not have
obtained prior to January 4 the audited 1994 financials for NCFE
that did not exist until January 5, and Mr. Donovan had no
personal knowledge to the contrary.

Although Mr. Donovan did not mean to imply that Credit Suisse had
the 1994 financials prior to the closing of the first deal, Ms.
DiCicco contends, the Arizona Noteholders' expert cited that very
testimony in a report for the proposition that Credit Suisse knew
the content of those 1994 financials dated January 5, 1996, when
the 1995-2 transaction closed the day before.

It is incomprehensible that the Arizona Noteholders' objection to
the Amended Errata sheet could trump the interests of the Court
and all parties-in-interest in securing accurate and truthful
testimony, Ms. DiCicco tells Judge Abel.  Therefore, Credit
Suisse asks the Court to confirm that Mr. Donovan had the right
to correct his testimony, and that the Arizona Noteholders'
request that Credit Suisse withdraw the Amended Errata Sheet be
denied.

          Request to Strike the Amended Errata Sheet

Mr. Madden tells the Court that Credit Suisse has attempted to
file an "amended" errata sheet to Mr. Donovan's testimony,
changing the substance of the testimony.  The amendment is also
submitted two months after the deadline for filing an errata
sheet had passed.  Hence, the Arizona Noteholders ask the Court
to strike the Amended Errata Sheet.

The Amended Errata Sheet attempts to change Mr. Donovan's answer
to state that Credit Suisse had obtained some other financials in
connection with its diligence on its first NCFE note placement,
and did not receive the audited 1994 financials until some later
time and in some other context, Mr. Madden avers.  The change is
an important one in that the audited 1994 financials contain
alarming footnotes indicating that NCFE was violating the note
program indentures by advancing funds to related parties without
receiving eligible receivables in return -- the very fraud that
would lead to NCFE's collapse more than six years later, Mr.
Madden points out.

"The attempt to make this change was apparently prompted by
Credit Suisse's expert witness on the standard of care for
placement agents, Myron Glucksman, who submitted his report
twelve days before the Amended Donovan Errata was prepared and
served," Mr. Madden contends.

"In his report, Mr. Glucksman attempts to minimize the importance
of the alarming disclosures in the 1994 financial statements by
ignoring Mr. Donovan's testimony and suggesting instead that the
1994 financials (and the alarming disclosures contained in them)
were not received by Credit Suisse in connection with its
diligence on the NPF VI 1995-2 transaction and, for this reason,
Credit Suisse was under no obligation to review them," Mr. Madden
continues.

The Arizona Noteholders will be prejudiced if the change is
permitted because discovery is now closed and they now have no
opportunity to further investigate the circumstances of Credit
Suisse's receipt of the 1994 audited financials, which Credit
Suisse now seeks to shroud in mystery, Mr. Madden argues.  He
notes that Mr. Donovan's deposition was supposed to be the
Arizona Noteholders' avenue to obtain answers to these types of
questions, and Credit Suisse should not now be permitted to take
back the answers it does not like, leaving them in the dark.

Accordingly, the Arizona Noteholders ask the Court to strike the
Amended Errata Sheet.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL CENTURY: Jury Acquits Former Employee James Happ
---------------------------------------------------------
The trial for the eleventh and final defendant of National
Century Financial Enterprises, Inc.'s controversial fraud scandal
ended with a not guilty verdict on December 17, 2008.

A 12-member jury has acquitted James K. Happ, a certified public
accountant who was National Century's former vice president for
service operations.

Mr. Happ, who faced charges of conspiracy, money-laundering and
wire fraud, used to boast about his relationship with the mob,
Jodi Andes of The Columbus Dispatch reports.  He used to be in
charge of overseeing which accounts receivables were bought by
National Century prior to its collapse in 2002.

U.S. District Court Judge Algenon L. Marbley previously sent to
prison National Century's former executives, including NCFE's
former big boss and founder, Lance K. Poulsen.  Mr. Poulsen waits
his sentencing relating to fraud charges.  However, he is
currently in prison for trying to bribe the U.S. Government's
star witness, Sherry Gibson, a former employee of NCFE, who has
served her term in prison in connection with NCFE's fraud.

Former NCFE secretary and treasurer Rebecca S. Parrett, who
failed to show up for a Court appearance, still remains at large.

Judge Marbley moved to December 2008 the trial on Mr. Happ's fraud
charges after the Court allowed a delay in Mr. Poulsen's trial.
Attorneys for the former NCFE CEO asked for more time to review
boxes of documents they plausibly claimed are central to theories
of Mr. Poulsen's defense.  Both Messrs. Happ and Poulsen pleaded
not guilty to fraud and money laundering allegations against them,
among other charges.

                      McGuire's Testimony

Lori McGuire, a former associate vice president of NCFE,
testified that outside auditors knew about the loans that
National Century had approved without collateral for certain
health care providers.  She said that loan reports were typically
provided to the auditors at end-of-the-year audits, the Columbus
Dispatch reports.

According to the Columbus Dispatch, Ms. McGuire told assistant
U.S. Attorney Douglas Squires that she had never actually talked
to auditors about the fraud; however, her testimony reinforced
claims by former company executives that outsiders, including
auditors and bank officials, knew that National Century made
advances that would likely never be repaid.

Mr. Happ's attorney, Craig A. Gillen, Esq., countered that
National Century did not hide the advances because they were
disclosed in NCFE's documents -- if outsiders had only looked,
the Columbus Dispatch says.

Ms. McGuire further told the Court that Mr. Happ had ordered to
make eight changes in National Century's computer system, changes
that would benefit Med-Diversified, his next employer.

                      Happ is Guilty, But
                   Prosecutors Lack Evidence

Mr. Happ was acquitted from a count of conspiracy, a count of
money-laundering conspiracy and three counts of wire fraud.
However, a juror said that the "not guilty" verdicts were not so
much of a vindication because jurors believe that the federal
prosecutors had not done their job, the Columbus Dispatch says.

"He very well may have been guilty.  A lot of us thought he was,"
said the unnamed juror.  "But if he was, you gotta have the
evidence."  The juror added that the Government's witnesses, who
testified against Mr. Happ, were "tainted."

Mr. Happ, however, believes that God has answered his prayers,
the Columbus Dispatch reports.  "I never believed I had any
intent to defraud anyone," he said.

                 About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL LAMPOON: Fails to File Fiscal 1st Quarter Report on Time
-----------------------------------------------------------------
National Lampoon, Inc., failed to file its financial report on
Form 10-Q for the period ended October 31, 2008, by its mid-
December deadline.

In a regulatory filing with the Securities and Exchange
Commission, the company said, "it is unable to finish compiling
certain financial and narrative information necessary to complete
the Form 10-Q by the filing date without unreasonable effort or
expense."

On November 10, 2008, National Lampoon filed with the Commission
its annual report on Form 10-K for the fiscal year ended July 31,
2008.  The company's balance sheets as of July 31, 2008, showed
$9.65 million in total assets, $7.34 million in total liabilities,
and $2.30 million in shareholders' equity.  The company's balance
sheets showed strained liquidity with $1.94 million in total
current assets against $5.20 million in total current liabilities.

The company sustained a net loss of $1.68 million and a net loss
attributable to common stockholders of $3.27 million for the
fiscal year ended July 31, 2008.  The company also posted net
losses of $2,504,170 and $6,859,085 the past two years.

As of July 31, 2008, the company had an accumulated deficit of
$42.94 million.  Its last profitable quarter was the quarter ended
July 31, 2008, and its last profitable fiscal year was the fiscal
year ended July 31, 2000.  The company said it may not attain
operating profits in the future.

The company also noted that as of July 31, 2008, it had cash on
hand of $2,267.  The company said in the regulatory filing that it
is devoting efforts to raising additional capital through private
investors and achieving profitable operations.

"Our ability to continue as a going concern is dependent upon our
ability to develop additional sources of capital and revenue.
Included in receivables is $616,397 in minimum guarantee payments
and accounts receivable due from domestic and foreign distributors
including Comedy Central, $250,000 (United States), Arts Alliance
America, $209,581 (United States), LCT $85,000 (Russia)  and Beta
$71,816 (Germany).  We are currently delivering two films for
which the minimum guarantee payments are due upon notice of
delivery and we expect payments to be received by the second
quarter of the 2009 fiscal year.  We are currently in post
production on one film for which minimum guarantee payments are
due upon notice of delivery and we expect payments to be received
in the third and fourth quarters of the 2009 fiscal year," the
company said.

National Lampoon also disclosed that it has completed an audit of
Warner Bros. Entertainment, Inc. relating to its exploitation of
the films National Lampoon's Vacation, National Lampoon's European
Vacation and National Lampoon's Christmas Vacation.  "We have
submitted the audit reports to Warner Bros and we have been
negotiating a settlement of the royalties that we believe we are
owed. Based on the audit reports we expect the negotiations and
settlement to be completed during the second quarter of the 2009
fiscal year.  The company has not recorded an estimate of the
amounts," the company said.

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is active in a
broad array of media and entertainment segments.  These include
feature films, television programming, online and interactive
entertainment, home video, audio, and book publishing.  The
company also owns interests in all major National Lampoon
properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's Van
Wilder.

                      Going Concern Doubt

The company said its continued losses, negative working capital
and accumulated deficit raises substantial doubt about its ability
to continue as a going concern.

In addition, Weinberg & company P.A., in Los Angeles, expressed
substantial doubt about National Lampoon Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended July 31,
2007.  The auditing firm pointed to the company's working capital
deficiency of $7,196,255 and accumulated deficit of $41,257,284 as
of July 31, 2007, and a net loss of $2,504,170 for the year ended
July 31, 2007.


NATIONAL LAMPOON: Laiken, Facing SEC Charges, Steps Down as CEO
---------------------------------------------------------------
Daniel S. Laikin resigned as President and Chief Executive Officer
of National Lampoon, Inc., on December 17, 2008.  The company's
board of directors appointed Timothy S. Durham as interim
President and Chief Executive Officer.  Mr. Laikin continues to
serve on the board of directors.

Mr. Durham has served as a director since 2002.  He is the Chief
Executive Officer and Chairman of the board of directors of
Obsidian Enterprises, Inc., which was a public company until
March 17, 2006, and has held these positions since June 2001.
Since April 2000, he has served as a Managing Member and the Chief
Executive Officer of Obsidian Capital company LLC, which is the
general partner of Obsidian Capital Partners LP.  In 1998 Mr.
Durham founded, and since then has maintained a controlling
interest in, several investment funds, including Durham Capital
Corporation, Durham Hitchcock Whitesell and company LLC, and
Durham Whitesell Associates LLC.  From 1991 to 1998, Mr. Durham
served in various capacities at Carpenter Industries, Inc.,
including as Vice Chairman, President and Chief Executive Officer.

There is no family relationship between Mr. Durham and any other
director or executive officer.

Mr. Durham is serving without compensation.

As a result of his appointment, Mr. Durham resigned from the audit
committee of the company's board.  James Toll took Mr. Durham's
place in the committee.

The company disclosed that on August 5, 2008, it received a
$95,000 loan from Mr. Durham.  Like other loans the company has
received from him, the loan bears interest at the rate of 6% per
year and is payable on demand.  The loan was used for working
capital.  The company currently owes a total of $794,209 in
principal amount and $40,311 of accrued interest to Mr. Durham.

        Panel Formed to Conduct Probe on SEC Allegations

Also on December 17, 2008, the company's board formed a Special
Committee for the purpose of conducting an investigation into the
circumstances relating to a complaint and indictment filed by the
Securities and Exchange Commission against the company and Mr.
Laikin.  The members of the Special Committee are Mr. Durham and
James P. Jimirro.

On December 15, 2008, the Securities and Exchange Commission
issued a release stating that it had charged seven individuals and
two corporations with engaging in three separate fraudulent
schemes to manipulate the market for publicly traded securities
through the payment of prearranged kickbacks.  The defendants also
include stock promoters, a consultant, and an officer of another
company.  Also on December 15, the United States Attorney for the
Eastern District of Pennsylvania separately announced criminal
charges involving the same conduct.

The Commission's complaint alleges that, from at least March 2008
through June 2008, Mr. Laikin and others engaged in a fraudulent
scheme to manipulate the market for the company's common stock.
Specifically, the Commission has charged that Mr. Laikin and
others paid kickbacks in exchange for generating or causing
purchases of the company's common stock to a stock promoter and
others to give the false impression of a steady demand for the
stock.

The complaint alleges that Mr. Laikin and others paid at least
$68,000 to cause the purchase of at least 87,500 shares of the
company's common stock.  In addition to paying others to purchase
the stock, the complaint alleges that Mr. Laikin shared
confidential financial information regarding the company, non-
public news releases, and confidential shareholder lists, and
coordinated the release of news with the illegal purchases in the
stock.  The complaint also alleges that the company and Mr. Laikin
made materially misleading statements in a tender offer.

The complaint alleges violations of Section 17(a) of the
Securities Act of 1933, Sections 9(a)(2), 10(b) and 13(e) of the
Securities Exchange Act of 1934 and Rules 10b-5 and 13e-4
thereunder.  The complaint seeks permanent injunctions against all
defendants, disgorgement of ill-gotten gains, together with
prejudgment interest, and civil penalties, from the individual
defendants, and an officer and director bar against Mr. Laikin.

Trading in the company's common stock has been suspended by the
Securities and Exchange Commission through December 29, 2008.

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is active in a
broad array of media and entertainment segments.  These include
feature films, television programming, online and interactive
entertainment, home video, audio, and book publishing.  The
company also owns interests in all major National Lampoon
properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's Van
Wilder.

                      Going Concern Doubt

The company said in its annual report on Form 10-K for the fiscal
year ended July 31, 2008, that its continued losses, negative
working capital and accumulated deficit raises substantial doubt
about its ability to continue as a going concern.  The company's
balance sheets as of July 31, 2008, showed $9.65 million in total
assets, $7.34 million in total liabilities, and $2.30 million in
shareholders' equity.  The company's balance sheets showed
strained liquidity with $1.94 million in total current assets
against $5.20 million in total current liabilities.

The company sustained a net loss of $1.68 million and a net loss
attributable to common stockholders of $3.27 million for the
fiscal year ended July 31, 2008.  The company also posted net
losses of $2,504,170 and $6,859,085 the past two years.  As of
July 31, 2008, the company had an accumulated deficit of
$42.94 million.   Its last profitable quarter was the quarter
ended July 31, 2008, and its last profitable fiscal year was the
fiscal year ended July 31, 2000.  The company said it may not
attain operating profits in the future.

The company noted that as of July 31, 2008, it had cash on hand of
$2,267.  The company said in the regulatory filing that it is
devoting efforts to raising additional capital through private
investors and achieving profitable operations.

In addition, Weinberg & company P.A., in Los Angeles, expressed
substantial doubt about National Lampoon Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended July 31,
2007.  The auditing firm pointed to the company's working capital
deficiency of $7,196,255 and accumulated deficit of $41,257,284 as
of July 31, 2007, and a net loss of $2,504,170 for the year ended
July 31, 2007.


NORBORD INC: Moody's Downgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded Norbord Inc.'s corporate
family rating to Ba3 from Ba2 concluding a review for possible
downgrade initiated on November 4, 2008.  At the same time, the
ratings on the senior unsecured notes of Norbord and Norbord
(Delaware) GPI were also lowered to Ba3 from Ba2 and Norbord's
speculative grade liquidity rating was affirmed at SGL-3.  The
rating outlook is negative.
The downgrade reflects the company's current and projected weak
financial performance over the next 12 to 18 months.  The
company's weakened credit protection metrics are in large part due
to the ongoing slowdown in the North American and UK residential
housing market that has created a severe slump in demand and
prices for the company's principal product - oriented strand
board.  OSB prices have remained around industry average cash cost
since mid 2006 owing to the severe downturn in new residential
construction at a time when additional OSB production capacity was
coming on-line.  With historical low housing starts and building
permits, tighter lending standards and rising mortgage defaults,
Moody's see little improvement in the near term and expect OSB
pricing will remain depressed until the industry capacity
utilization rate increases significantly.  Norbord's credit
profile is supported by its cost competitive asset base, the
support it receives from its major shareholder Brookfield Asset
Management (Brookfield), and the substantial free cash flow that
the company generates in strong OSB pricing environments.  Norbord
also enjoys positive long term industry fundamentals as OSB
continues to take market share from plywood due to its relative
production cost advantage.

On November 10, 2008, Norbord announced initiatives to strengthen
its capital structure, including a CAD$240 million rights offering
and the suspension of its quarterly dividend.  Brookfield has
agreed to exercise all of the rights it receives and has agreed to
purchase any units not otherwise subscribed for by other
shareholders of the company.  The company also confirmed that it
has reached an agreement with its lenders to extend maturities and
provide additional cushion for covenants.  The rating action
incorporates a successful rights offering and amended credit
agreement.

The SGL-3 speculative grade liquidity rating for Norbord reflects
adequate liquidity as indicated by the availability under its
third party liquidity arrangements and expectations that financial
covenants will not be violated in the next four quarters.  The
SGL-3 rating also reflects expectations of negative free cash flow
generation in the next four quarters.  Norbord's pro forma
liquidity after accounting for the rights offering is
approximately $300 million, up from $181 million at the end of the
third quarter 2008.  Moody's considers the company's announced
initiatives as a positive step towards bolstering the company's
liquidity and expect that they will provide the company with
enhanced financial flexibility.

The negative rating outlook reflects continued pressure on
Norbord's ratings given the company's weakened financial
performance and the prospects for a protracted weak OSB pricing
environment.

Downgrades:

Issuer: Norbord GP I

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Ba3, LGD4, 58% from a range of Ba2, LGD4, 52%

Issuer: Norbord Inc.

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

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Ba3, LGD4, 58% from a range of Ba2, LGD4, 52%

Outlook Actions:

Issuer: Norbord GP I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Norbord Inc.

  -- Outlook, Changed To Negative From Rating Under Review

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

Headquartered in Toronto, Ontario, Norbord Inc. is a producer of
panel boards, principally OSB, with manufacturing operations in
the United States, Europe and Canada.


NSO RESINS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NSO Resins, Inc.
        P.O. Box 1386
        Greenwood, SC 29648
        http://www.nsoresins.com

Bankruptcy Case No.: 08-08220

Type of Business: The Debtor is a manufacturer of plastics
material and resin.

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Law Office of Nancy E. Johnson, LLC
                  P.O. Box 146
                  Columbia, SC 29202-0146
                  Tel.: (803) 343-3424
                  Email: nej@njohnson-bankruptcy.com

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

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/scb08-08220.pdf

The petition was signed by William P. Jacobs, Authorized Agent of
the company.


NV ENERGY: Fitch Affirms Issuer Default Rating at 'BB-'
-------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of utility holding
company NV Energy Inc. and its regulated utility operating
subsidiaries NV Energy Northern and NV Energy Southern:

NVE

  -- Issuer Default Rating at 'BB-';
  -- Senior unsecured debt at 'BB-'.

NV Energy Northern

  -- IDR at 'BB';
  -- Senior secured debt at 'BBB-';
  -- Senior secured bank credit facility at 'BBB-'.

NV Energy Southern

  -- IDR at 'BB';
  -- Senior secured debt at 'BBB-';
  -- Senior unsecured debt at 'BB';
  -- Senior secured bank credit facility at 'BBB-'.

The Rating Outlook is Positive.

The ratings and Positive Rating Outlook reflect the improving
financial profiles at NVE and its utility subsidiaries and a more
balanced regulatory environment in Nevada in recent years.

Continued financial performance in-line with Fitch's expectations,
combined with a reasonable outcome in NV Energy Southern's pending
general rate case, could result in positive rating actions.
Based on Fitch's projections, NVE's debt to EBITDA ratio is
expected to improve to approximately 5.5 times (x) by the end of
2010 from 6.2x for the twelve months ended Sept. 30, 2008.  EBITDA
interest coverage is also expected strengthen over the same period
to nearly 3.0x from 2.5x.  The ratings also consider regulatory
mechanisms in place in Nevada that allow for: i) quarterly tariff
adjustments to reflect fuel and purchase power costs; ii) annual
true-ups to recover deferred fuel and purchase power balances;
iii) pre-approval of planned construction costs; and iv) the use
of a hybrid (combination of historical and forward looking) test
year in determining rates.

In addition, the ratings reflect the companies' NVE's highly
leveraged balance sheets and the need to access debt and equity
capital markets over the next several years to finance their large
capital spending programs.  Fitch notes that NV Energy Northern
and NV Energy Southern rely to a significant degree on purchased
power and natural gas-fueled generation to meet their native load
requirements.  A central element of the companies' operating
strategy has been to reduce their dependence on purchased power
through the acquisition or construction of new generating
capacity.  NVE's ratings are one notch below those of its
regulated utility operating subsidiaries as a result of structural
subordination to the cash flows of NV Energy Northern and NV
Energy Southern.

NV Energy Northern's and NV Energy Southern's credit quality has
improved, but it remains weak as a result of the utilities' high
debt levels, which have been increased this past year to help fund
capital expenditure costs associated with the large ongoing
generation projects.  This increased capital spending in recent
years, which peaked in 2008, has occurred at both utilities, but
has more greatly impacted NV Energy Southern, which serves the
high growth area of Las Vegas and southern Nevada.

The construction and acquisition of these generation facilities
will reduce the utilities' overall reliance on purchased power in
the long term and allow the utilities to earn a return on the
assets in base rates as opposed to an allowed pass through of
power costs paid to power suppliers.  However, the increased debt
burden in the intermediate term associated with these generation
projects restricts credit quality.  Furthermore, federal and state
environmental restrictions, as well as pending legislation, make
the building of new coal and nuclear power plants less of a viable
option, therefore leaving natural gas as the most practical source
of new base load power generation.

Although the utilities do generate some of their power from
existing coal plants and a small but growing amount from
renewables, their increased fuel source concentration in natural
gas leaves them exposed to prices that have been extremely
volatile.  This concern is somewhat mitigated by the supportive
measures of the Public Utility Commission of Nevada in allowing
for the recovery of fuel costs in a relatively timely manner.

The utilities experienced extremely high residential customer
growth during the early and middle part of this decade, with
annual growth rates of more than 5% in the NV Energy Southern
service territory and of more than 3% in the NV Energy Northern
service territory as recently as 2005.  These annual residential
customer growth rates declined over the last few years and will be
less than 1% for both utilities in 2008.  This slowdown may
actually be favorable, though, in that it will allow the utilities
to lower capital spending associated with meeting their previously
above average growth and improve their cash flows.

The ratings are bolstered by an improving financial profile, which
is expected to strengthen further as the company begins to enter a
period of reduced capex spending following the completion of
several generation projects.  Increased cash flows and a less
levered balance sheet are expected over the intermediate term as
recently completed generation facilities are added to rate base
and enable the company to earn a return on its investment costs.
At the subsidiaries, NV Energy Northern's financial profile should
remain slightly stronger than that of NV Energy Southern due to
its more modest capex requirements and therefore a lighter
relative debt burden.  NV Energy Northern's debt to EBITDA ratio
is expected to strengthen to less than 4.5x over the next two
years from nearly 5.5x for the twelve months ended Sept. 30, 2008,
while NV Energy Southern's debt to EBITDA ratio is expected to
improve over the same period to about 5.0x from more than 5.5x.

NVE is a holding company and parent to regulated utilities NV
Energy Northern and NV Energy Southern, which are both doing
business as NV Energy.  Collectively the utilities serve nearly
1.2 million electric customers and more than 145,000 natural gas
customers throughout Nevada and the Lake Tahoe region in
California.  (The parent recently changed its name to NV Energy,
Inc. from Sierra Pacific Resources, and the subsidiaries recently
changed their names to NV Energy Northern and NV Energy Southern
from Sierra Pacific Power Company and Nevada Power Company,
respectively.)


NV TELEVISION: S&P Junks Corp. Credit Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based NV Television
LLC and its affiliates, NV Broadcasting LLC and Parkin
Broadcasting LLC.  The corporate credit rating was lowered to
'CCC+' from 'B-'.  The rating outlook is negative, reflecting
S&P's concern about the company's very narrow cushion of
compliance with its leverage covenant in the face of weakening TV
ad spending.

"The rating reflects the TV broadcaster's elevated debt leverage,
narrow cash flow diversification, negative discretionary cash flow
because of high interest expense, a very thin margin of bank
covenant compliance, and TV broadcasting's mature revenue growth
prospects," said Standard & Poor's credit analyst Deborah Kinzer.
"The competitive positions of NV Television's predominantly major
network-affiliated TV stations in several small and midsize
markets, TV broadcasting's good margins, and the company's
discretionary cash flow potential minimally offset these factors."

NV Television operates 13 TV stations in nine small and midsize
markets ranked from No. 22 (Portland, Oregon) to No. 192 (Bend,
Oregon).  Most of the company's stations are affiliated with the
top four networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the impact of regional
economic volatility on ad demand and on the company's financial
performance.

Pro forma for the November 2007 acquisition of Montecito Broadcast
Group, the company's revenues were flat for the 12 months ended
Sept. 30, 2008, compared with full-year 2007.  Over the same
period, EBITDA rose 7%, mainly because of lower general and
administrative expenses and corporate expenses resulting from cost
efficiencies.  Pro forma EBITDA coverage of cash interest
was thin, at 1.3x, and EBITDA coverage of total interest was
lower, at 1.1x.  The company's senior unsecured holding company
term loan pays interest in kind at an annual rate of 16% for the
first four years.  The payment-in-kind feature allows the company
to have smaller cash interest payments in the near term, but the
loan is rapidly accreting during the PIK period, and the company
will have sharply higher cash interest payments starting in 2011.

Pro forma debt to EBITDA is very high, at 10.4x as of Sept 30,
2008, compared with 10.9x as of Dec. 31, 2007.  The company's
financial structure was predicated on steady growth in revenue and
EBITDA, which S&P does not believe is achievable.  S&P is
concerned that slowing local and national ad revenues and the lack
of political ad revenue will cause significant EBITDA
deterioration in 2009, a non-election year.  Although the company
has low working capital and capital spending needs, S&P expects it
to have difficulty achieving positive discretionary cash flow
because of its high debt burden and declining EBITDA.


OCCULOGIX INC: Files Pro Forma Financials to Reflect Past Deals
---------------------------------------------------------------
OccuLogix, Inc., delivered to the Securities and Exchange
Commission unaudited pro forma consolidated financial statements
that give effect to various reorganization transactions as if the
transactions had been completed on September 30, 2008.  The
transactions are:

   * the acquisition of a minority shareholders' ownership
     interest in OcuSense, Inc.;

   * the completion of investments by private investors of up to
     a $2,173,000;

   * the conversion of outstanding bridge loans -- February 19,
     2008 - $3,000,000,  May 5, 2008 - $300,000 and July 28,
     2008 - $3,403,500 -- and related accrued interest into
     common stock of OccuLogix as if they occurred on
     January 1, 2007.

The reorganization transactions were voted on and approved by the
company's shareholders on September 30, 2008, and consummated on
October 6, 2008.

The company clarified that the unaudited pro forma consolidated
financial statements are provided for informational purposes only
and are subject to a number of assumptions which may not be
indicative of the financial position and results of operations
that would have occurred had the sale been effected on the assumed
dates or of the financial position or results of operations that
may be obtained in the future.

A full-text copy of OccuLogix, Inc.'s unaudited pro forma
consolidated financial statements is available at no charge at:

              http://ResearchArchives.com/t/s?36d1

As reported by the Troubled Company Reporter on October 15, 2008,
OccuLogix completed the acquisition of the minority ownership
interest in OcuSense that it did not already own and the private
placement of US$2,173,000 amount of shares of the company's common
stock.  The acquisition of the minority ownership interest in
OcuSense was effected pursuant to the Agreement and Plan of Merger
and Reorganization, dated April 22, 2008, by and among the
company, OcuSense Acquireco, Inc., a wholly owned subsidiary of
the company and OcuSense, as amended by the Amending Agreement,
dated as of July 28, 2008, by and among OccuLogix, Merger Sub and
OcuSense.  As consideration for the minority ownership interest in
OcuSense, the company issued an aggregate of 79,248,175 shares of
the Common Stock to the minority stockholders of OcuSense.

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(Nasdaq: OCCX; TSX: OC) -- http://www.OccuLogix.com/-- is a
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.

The company's balance sheets as of September 30, 2008, show $13.44
million in total assets, $13.46 million in total liabilities,
$3.12 million in minority interest, and $3.14 million in
shareholders' deficit.  The company's balance sheets also show
strained liquidity with $2.98 million in total current assets
against $11.08 million in total current liabilities.  The company
has $365.38 million in accumulated deficit.  The company had
$23,900 in total revenues and $2.28 million in net loss for the
three months ended September 30, 2008.

                      Going Concern Doubt

In its quarterly report on Form 10-Q for the quarter ended
September 30, 2008, the company said it has sustained substantial
losses of $69.82 million for the year ended December 31, 2007 and
$5.76 million for the nine months ended September 30, 2008.  The
company said its working capital deficiency at September 30, 2008,
is $8.10 million, which represents a $7.10 million increase in its
working capital deficiency from $996,862 at December 31, 2007.  As
a result of its history of losses and financial condition, the
company said there is substantial doubt about its ability to
continue as a going concern.

Separately, Ernst & Young LLP, in Toronto, Canada, has expressed
substantial doubt about OccuLogix'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 recurring operating losses
and working capital deficiency.


OFFICE MAX: Moody's Puts 'Ba2' CFR on Review for Likely Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the Ba2 corporate family and
probability of default ratings of Office Max, Inc. on review for
possible downgrade, and affirmed the SGL-2 speculative grade
liquidity rating.

Ratings placed on review for possible downgrade include:
Corporate family rating at Ba2;

  -- Probability of default rating at Ba2, and
  -- Senior unsecured notes at Ba3.

Rating affirmed:

  -- Speculative grade liquidity rating of SGL-2.

This review action results from softening in operating
performance, as well as some degree of uncertainty surrounding the
potential impact on Office Max's debt protection measures of the
impact on the timber notes of the Lehman bankruptcy.  "Office Max
is experiencing some erosion in its operating performance due to
the macroeconomy, with the result it is approaching its rating
triggers," stated Moody's Senior Analyst Charlie O'Shea.  "The
review will focus on fourth quarter 2008 operating performance, as
well as prospects for improvement in 2009.  An additional factor
will be the determination of whether the write-off of the Lehman
portion of the timber notes will result in weakened credit
metrics, specifically leverage."

The affirmation of the SGL-2 speculative grade liquidity rating,
representing good liquidity, considers OMX's strong operating cash
flow, with the $420 million generated for the year-to-date period
ended September 30, 2008 more than covering capital expenditures
of $283 million and dividends of $33 million.  The affirmation
further reflects Moody's expectation that OMX will largely
maintain strong levels of liquidity going forward.

The last rating action for Office Max, Inc. was the October 5,
2007 affirmation of the Ba2 corporate family rating and change in
outlook to stable from negative.

OfficeMax, Inc. is the third-largest dedicated retailer of office
supplies in the U.S., with LTM September 2008 revenues of
$8.6 billion.  It operates 920 stores throughout the U.S. and
Mexico, and also maintains a substantial contract business which
caters to commercial customers.


ORCHARD SUPPLY: Moody's Downgrades CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default ratings of Orchard Supply Hardware
Corporation.  The corporate family rating was downgraded to B2
from B1 and the probability of default rating was downgraded to B2
from Ba3.  The outlook is stable.

The downgrades result from softening of OSH's operating
performance due to the housing slump in California, where OSH
maintains its entire store base.  Debt/EBITDA for the LTM November
2008 has increased to 5.4 times as revenues and operating margins
have deteriorated.  "Despite management's cost-cutting steps,
which have thus far minimized the fallout from the California
housing slump, leverage has become too high for the B1 rating
category, with the likelihood that it may not reduce materially in
2009," stated Moody's Senior Analyst Charlie O'Shea.  Ratings
downgraded and LGD point estimates adjusted are:

  -- Corporate family rating to B2 from B1;

  -- Probability of default rating to B2 from Ba3, and

  -- Senior secured term loan to B2 (LGD 3, 45%) from B1 (LGD 5,
     73%).

The B2 rating reflects OSH's leverage, which -- while high -- is
reasonable for the B2 rating category, its relatively small scale,
and its geographic concentration in the economically-challenged
California market.  The rating also reflects the formidable
position it has established in the California market as a smaller-
scale alternative to the home improvement superstores, focusing
more on repair and maintenance projects than on the more complex
home improvement "solutions" market.  With its network of stores
in California (63 in the northern part of the state, and 23 in
southern California surrounding Los Angeles), it has carved out a
profitable niche between the local "mom and pop" operator and the
big box home improvement centers.  An additional rating factor is
its 80.1% ownership by Sears, Roebuck, which provides OSH the
ability to sell highly-rated Craftsman products, however also
carries with it the risk of a more aggressive financial policy.

The last rating action for Orchard Supply Hardware was the
December 5, 2006 affirmation of the B1 corporate family rating and
assignment of the B1 rating on the $200 million secured term loan.
Orchard Supply Hardware, headquartered in San Jose, California, is
a local chain of 86 hardware stores all in California, and
generated LTM November 2008 revenues of $776 million.


ORIENTAL TRADING: S&P Junks Issue-Level Rating on First Lien
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Oriental Trading Co. Inc.'s first-lien credit facility to
'CCC+' (at the same level as the 'CCC+' corporate credit rating on
the company) from 'B'.  S&P also revised the recovery rating on
this debt issue to '4', indicating its expectation of average
(30%-50%) recovery for lenders in the event of a payment default,
from '1'.

At the same time, S&P affirmed all other ratings on OTC, including
the 'CCC+' corporate credit rating. The rating outlook is
negative.

"The rating actions on the first-lien debt reflect the lower
emergence enterprise valuation under S&P's simulated default
scenario than used in its previous analysis, due to weaker
prospects for the retail industry in light of the current economic
downturn," explained Standard & Poor's credit analyst Mariola
Borysiak.  "As a result, S&P revised the valuation multiple to 4x
from 6x.  S&P also assume that the company will continue to accrue
interest on its $70 million pay-in-kind mezzanine loan at the time
of S&P's simulated default."

The 'CCC+' corporate credit rating reflects Omaha, Nebraska-based
OTC's participation in the highly competitive and fragmented toys,
novelties, party supplies, and home décor retailing industry; its
highly leveraged capital structure; thin cash flow protection
measures; and very narrow cushion under its financial covenants.


PARK-OHIO INDUSTRIES: Moody's Maintains B2 CFR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service changed Cleveland, Ohio based Park-Ohio
Industries Inc.'s rating outlook to negative from stable.  Other
ratings, including its Corporate Family Rating of B2 and Senior
Subordinated Notes rating of B3, are not affected.

The change of outlook reflects Park-Ohio's continued deterioration
in operating and credit metrics, and the negative trend has
accelerated in the third quarter 2008.  The company's
underperformance was mainly attributable to a sustained reduction
in production level in North America automotive industry
especially at the Detroit-3 original manufacturers, the low volume
in commercial vehicle/heavy truck production.  Moody's expects
these negative factors, combined with expected slow-down in
economic activities across various industrial segments served by
Park-Ohio as a result of the deterioration in global economic
conditions, would likely persist into 2009 and could result in
further deterioration of Park-Ohio's credit metrics going forward.
The negative outlook also incorporates the anticipated ending of
contracts with Navistar -- the company's largest customer (around
8% of total revenues) due to margin pressure.

"If Park-Ohio continues to follow its 2008 operating performance
trend, the company's credit metrics will weaken below levels
appropriate for its current ratings," commented Moody's Analyst
John Zhao.  "Its rating could be downgraded if its Debt/EBITDA
rises above 6.0x, EBIT/Interest falls below 1.0x or its liquidity
worsens."

Although Park-Ohio has been focusing on diversifying the end
market in the past few years, auto and commercial vehicle related
business still accounts for more than one third of its total
revenue base.  Potential financial restructurings or bankruptcy
filings by one or more of those companies could create further
operating disruptions for the company in light of an already very
uncertain operating environment for 2009.  Its operating margin
and some debt protection measures could deteriorate faster than
its sales decline in large part due to fixed cost absorption
issues with high operating leverage.  A sharply declined EBITDA
could also pressure its liquidity position, (which is currently
expected to be adequate for the next twelve months) as the cushion
under the Debt Service Ratio financial covenant under the credit
agreement diminished.

The B2 CFR continues to reflect Park-Ohio's high leverage deployed
in its capital structure, inherent earning vulnerability due to
its high sensitivity to volume and relatively low return on assets
in particular at its largest segment -- Supply Technologies.  The
rating also recognizes the Park-Ohio, though still remains a
cyclical business, has considerably reduced its exposure to
auto/heavy truck by diversifying into different end markets and
expanded its geographic reach into international markets (30% of
its total revenues).  Park-Ohio benefits from the established
market positions of its niche products and relatively diversified
business line and customer base and a broad product portfolio.

The rating action is:

  -- Rating outlook: revised to negative from stable

Ratings remain unchanged:

  - Corporate Family Rating -- B2

  - Probability of Default Rating -- B2

  - $210 million 8.375% Senior Subordinated Notes due 2014 -- B3
    (LGD5, 76%)

The last rating action of Park-Ohio was on September 22, 2006 when
its senior subordinated notes were upgraded to B3 from Caa1.

Park-Ohio Industries, Inc., headquartered in Cleveland, Ohio, is
an industrial supply chain logistics and diversified manufacturing
business operating in three segments: Supplier Technologies,
Aluminum Products, and Manufactured Products.  Park-Ohio's
revenues approximate $1.1 billion.


PENN TREATY: Signs LOI to Sell Controlling Stake in ANIC Unit
-------------------------------------------------------------
Penn Treaty American Corporation entered into a non-binding letter
of intent on December 15, 2008, to sell a majority interest in an
insurance subsidiary and its business operations.  The terms of
the anticipated transaction include:

   1. The sale of the majority of the equity interests in one of
      the company's insurance subsidiaries, American Network
      Insurance company, including substantially all of the
      company's long-term care insurance policies issued after
      December 31, 2001.  In connection with the anticipated
      transaction, new long-term care insurance policies are
      expected to be issued by ANIC as soon as practical
      following the closing of the sale;

   2. The company will retain ownership of all long-term care
      insurance policies issued prior to 2002; and

   3. The company will transfer substantially all long-term
      care insurance operations to the purchaser.

The company will disclose the remaining terms of the offer upon
completion of due diligence and definitive documentation, which is
expected on or before February 13, 2009.  Approval of the
Pennsylvania Insurance Department will be required in connection
with the transaction.

The company anticipates that its insurance subsidiary, Penn Treaty
Network America Insurance company, will enter rehabilitation by
its domiciliary state of Pennsylvania on January 2, 2009.  The
completion of the transaction contemplated by the non-binding
letter of intent is not expected to prevent PTNA from entering
rehabilitation.

On November 5, 2008, Penn Treaty sold 100% of the common stock
ownership in its subsidiary, United Insurance Group Agency, Inc.
of Milford, Michigan to LTC Global, Inc., a Nevada corporation.
The net purchase price of $14.25 million is comprised of (1) $1
million in cash, (2) $10.25 million as a promissory note, payable
upon the earlier of (i) 120 days from November 5, 2008 or (ii) the
completion of executed commission assignments, which Penn Treaty
believes the majority of which will be completed within 60 to 90
days, and (3) $3 million to be paid in installments as future
commissions are paid to UIG by Penn Treaty's subsidiary insurers,
which Penn Treaty anticipates will be repaid within approximately
two to three years.  In addition to the net purchase price, Penn
Treaty will retain approximately $3 million in cash and cash
equivalents held by UIG at September 30, 2008.  Penn Treaty has
also received approximately $4.5 million in dividends and tax
provisions from UIG in 2008.

At September 30, 2008, UIG had a book value of approximately $5.5
million, which excludes the cash and cash equivalents being
retained by Penn Treaty.  Penn Treaty will record a gain, net of
taxes, of approximately $8.5 million on the transaction. The
proceeds of the sale will be retained by Penn Treaty for parent
company operations and for surplus infusion to its subsidiary
insurers as necessary.

Based in Allentown, Pennsylvania, Penn Treaty American Corporation
(OTC:  PTYA or PTYA.PK) -- https://www.penntreaty.com/ -- provides
long-term care insurance in the United States.  Its principal
products are individual, defined benefit accident and health
insurance policies covering long-term care services, including
confinement to nursing facilities and assisted living facilities,
as well as home health care.  Long-term care policies accounted
for roughly 97% of the company's total annualized issued premium
as of December 31, 2007 and 2006.  The company also sells Medicare
supplement policies. The company also owns insurance agencies that
sell senior-market insurance products issued by the company as
well as other insurers.

The company last filed a financial report with the SEC on April 2,
2008, when it filed its Annual Report on Form 10-K for the fiscal
year ended December 31, 2006.  As of December 31, 2006, the
company had $1.31 billion in total assets, and $1.10 billion in
total liabilities.

On November 7, 2008, the New York Stock Exchange Inc. removed Penn
Treaty's common stock from listing on the Exchange.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services placed the 'CC' counterparty credit and financial
strength ratings on Penn Treaty Network America Insurance Co. on
CreditWatch on Oct. 3, 2008, with negative implications.  On
October 8, the TCR said A.M. Best Co. downgraded the financial
strength rating to D(Poor) from B-(Fair) and issuer credit ratings
to "c" from "bb-" of Penn Treaty American Corporation's
(Allentown, PA) insurance subsidiaries.  Penn Treaty's insurance
subsidiaries include Penn Treaty Network America Insurance
Company, American Network Insurance Company (both of Allentown,
PA) and American Independent Network Insurance Company of New York
(New York).  Concurrently, A.M. Best has downgraded the ICR to "c"
from "ccc" of Penn Treaty.  The outlook for all ratings is
negative.


PENN TREATY: Delays Filing of Quarterly Financial Reports
---------------------------------------------------------
Penn Treaty American Corporation, to date, has not filed with the
Securities and Exchange Commission its Quarterly Report on Form
10-Q for the period ended September 30, 2008.

In a regulatory filing in November, Penn Treaty explained that it
has been reviewing and researching the effect of a settlement with
primary reinsurer, Imagine International Reinsurance Limited, on
its financial statements for the current and prior periods, both
on the Statutory and GAAP bases of accounting.  This has delayed
the filing of the Quarterly Report on Form 10-Q for the period
ended September 30, 2008, the company said.

Penn Treaty also has not filed Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2006, June 30, 2006, September 30,
2006, March 31, 2007, June 30, 2007, September 30, 2007, March 31,
2008, June 30, 2008 or an Annual Report on Form 10-K for the year
ended December 31, 2007.

In August 2008, Penn Treaty said its subsidiaries, Penn Treaty
Network America Insurance Company and American Network Insurance
Company, had provided notification of breach to their primary
reinsurer, Imagine International Reinsurance Limited, for
Imagine's failure to provide the requisite level of collateral in
the form of letters of credit pursuant to Imagine's obligations
under its reinsurance agreements.  Subsequently, on October 3,
2008, Penn Treaty announced the adoption of an economic
restructuring plan.  The primary components of the Plan are:

   -- Penn Treaty's subsidiaries have notified their primary
      reinsurer of their intent to recapture all reinsured
      policies under several agreements on January 1, 2009;

   -- Penn Treaty is continuing the review of strategic
      alternatives through December 31, 2008;

   -- Penn Treaty voluntarily agreed that PTNA and ANIC would
      enter a rehabilitation plan with the Pennsylvania Insurance
      Department on January 1, 2009; and,

   -- Penn Treaty suspended new policy issuance effective
      October 3, 2008, pending the outcome of the Plan.

On November 10, 2008, Penn Treaty agreed upon binding terms for a
final settlement with Imagine regarding the dispute.  Under the
terms of the agreement, Penn Treaty will not pay expense and risk
charges to Imagine beyond the first quarter of 2008 for its
primary reinsurance treaty or beyond the second quarter of 2008
for its secondary treaty.

Penn Treaty believes that it would have otherwise been obligated
to pay expense and risk charges through the end of 2008 on the
primary treaty and potentially through the third quarter of 2010
on the secondary treaty.  Penn Treaty estimates the value of these
fees to be roughly $14.5 million.

In exchange, Penn Treaty has withdrawn its notice of intention to
arbitrate and agreed to release approximately $112 million in
supporting letters of credit on December 1, 2008, which would have
otherwise been released on January 1, 2009.  Penn Treaty will not
draw upon any of the letters of credit.  Penn Treaty will
recapture policies reinsured under both treaties on or before
January 1, 2009.  Both parties also agreed to waive any future
contractual or noncontractual claims relating to the treaties
other than those relating to the settlement agreement itself.

Penn Treaty had anticipated that a final settlement agreement
would have been executed by November 14, 2008, which will be
subject to the approval of the Pennsylvania Insurance Department.

Based in Allentown, Pennsylvania, Penn Treaty American Corporation
(OTC:  PTYA or PTYA.PK) -- https://www.penntreaty.com/ -- provides
long-term care insurance in the United States.  Its principal
products are individual, defined benefit accident and health
insurance policies covering long-term care services, including
confinement to nursing facilities and assisted living facilities,
as well as home health care.  Long-term care policies accounted
for roughly 97% of the company's total annualized issued premium
as of December 31, 2007 and 2006.  The company also sells Medicare
supplement policies. The company also owns insurance agencies that
sell senior-market insurance products issued by the company as
well as other insurers.

The company last filed a financial report with the SEC on April 2,
2008, when it filed its Annual Report on Form 10-K for the fiscal
year ended December 31, 2006.  As of December 31, 2006, the
company had $1.31 billion in total assets, and $1.10 billion in
total liabilities.

On November 7, 2008, the New York Stock Exchange Inc. removed Penn
Treaty's common stock from listing on the Exchange.

                          *     *     *

As reported by the Troubled Company Reporter, Standard & Poor's
Ratings Services placed the 'CC' counterparty credit and financial
strength ratings on Penn Treaty Network America Insurance Co. on
CreditWatch on Oct. 3, 2008, with negative implications.  On
October 8, the TCR said A.M. Best Co. downgraded the financial
strength rating to D(Poor) from B-(Fair) and issuer credit ratings
to "c" from "bb-" of Penn Treaty American Corporation's
(Allentown, PA) insurance subsidiaries.  Penn Treaty's insurance
subsidiaries include Penn Treaty Network America Insurance
Company, American Network Insurance Company (both of Allentown,
PA) and American Independent Network Insurance Company of New York
(New York).  Concurrently, A.M. Best has downgraded the ICR to "c"
from "ccc" of Penn Treaty.  The outlook for all ratings is
negative.


PENSKE AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bloomfield Hills, Michigan-based automotive retailer
Penske Automotive Group Inc. to 'B+' from 'BB-'.  The outlook is
negative.

The downgrade reflects the company's high leverage and aggressive
financial policy heading into 2009 -- a year where S&P believes
light vehicles sales for the North American auto retailers will
reach multi-decade lows.  There is an additional risk that the
weak economy will cause consumers to defer the vehicle parts and
service visits that are a key profit and cash flow driver for the
rated retailers.  As a result, S&P believes it is unlikely the
company's credit metrics will improve to levels consistent with
the previous rating in 2009.

S&P does not expect Penske to generate sufficient free cash flow
during the year ahead to reduce debt significantly.


PRIMUS TELECOMMUNICATIONS: Moody's Downgrades Rating on CFR to 'C'
------------------------------------------------------------------
Moody's Investors Service downgraded Primus Telecommunications
Group, Incorporated's probability of default rating to Ca from
Caa3, its corporate family rating to C from Ca, and also
downgraded the company's speculative grade liquidity rating to
SGL-4 (poor) from SGL-3 (adequate).  The rating actions anticipate
that Primus will not be able to repay or refinance the approximate
$23 million of long-term debt the company has coming due from June
through October of 2009.

Given the current background of significant capital market
dislocation, the company's very poor liquidity and uncertain
future prospects, and with a series of distressed debt exchanges
already having been implemented that have not, in retrospect,
materially contributed to a comprehensive stabilization of the
company's finances, the potential of additional distressed debt
exchange activity is significantly discounted.  Accordingly and as
already suggested in prior research, ultimate recovery relative to
initially rated and remaining creditor claims within the corporate
enterprise is expected to be very low.  The implied high
probability of subsequent default (which is additive to the
distressed exchange transaction completed earlier this year and
which Moody's deemed to be tantamount to a default) and associated
liquidity deficit are specifically reflected in the revised PDR
and SGL ratings.

The rating outlook remains negative, although realistically only
the PDR would likely be subject to prospective further downgrade
if the company does indeed default again given the relative
positioning of ratings at what are already essentially deemed to
be ultimate recovery levels in an event of default scenario.

Ratings actions:


Issuer: Primus Telecommunications Group, Incorporated

  -- Probability of Default Rating, Downgraded to Ca from Caa3

  -- Corporate Family Rating, Downgraded to C from Ca

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at C
      (LGD6, 100%)

Issuer: Primus Telecommunications Holding, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to C (LGD5,
     73%) from Ca (LGD4, 61%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at C with
     LGD assessment revised to LGD6, 98% from LGD6, 99%

Moody's most recent rating action concerning Primus was taken on
May 27, 2008, at which time the company's ratings were revised
(including taking the PDR to Caa3/LD, albeit with the CFR
remaining unchanged at Ca) as a consequence of what was
interpreted as a distressed debt exchange.

Primus is a competitive telecom provider headquartered in McLean,
Virginia.  The company offers telecommunications services to small
and medium-sized enterprises, residential customers and other
telecommunications carriers and resellers located in the United
States, Australia, Canada, the United Kingdom and Western Europe.


PROBE MANUFACTURING: Board Extends Exercise Date of Warrants
------------------------------------------------------------
Probe Manufacturing, Inc., said in a November regulatory report
with the Securities and Exchange Commission that on November 4,
2008, its Board of Directors voted to extend the exercise date of
the Series A and Series B Warrants held by its shareholders by one
year.  Therefore, the new expiration date for Series A will be
November 15, 2009, and Series B shall be May 15, 2010.  Pursuant
to the company's 3-for-1 forward split the Holder or its
registered assigns is now entitled to 15 shares fully paid and
non-assessable shares of the company's Common Stock for cash at a
price of $0.33 per share, for every unit that they purchased in
the company's Private Placement Memorandum.

Probe Manufacturing also disclosed that on October 21, 2008, the
Public Company Accounting Oversight Board revoked the registration
of Jaspers and Hall, P.C. and barring its two partners, Thomas M.
Jaspers, CPA and Patrick A. Hall, CPA, from being associated
persons of a registered public accounting firm.  Thus, company's
Board voted on November 10, 2008 to terminate its relationship
with its independent auditors.  There were no disagreements with
Jaspers and Hall, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure for the fiscal years ended 2006 and 2007 and the
subsequent interim period through November 10, 2008.  For the
annual reports on Form 10-K fiscal years ended 2006 and 2007 and
quarterly reports on Form 10-Q from 2006 up through November 10,
2008, the company's auditor's had issued opinions regarding the
company's ability to continue as a going concern.

On November 10, 2008, the Board voted to engage W. T. Uniack & Co.
CPA's P.C. as the company's new independent auditors for the year
ended December 31, 2008, and quarterly reviews thereon.  The
company did not consult its new auditor W. T. Uniack & Co. CPA's
P.C concerning its two most recent fiscal years ended 2006 and
2007, and the subsequent interim periods prior to engaging that
accountant regarding whether the application of accounting
principles to a specified transaction, either completed or
proposed; nor the type of audit opinion that might be rendered on
the company's financial statements, and no written report was
provided to the company or oral advice was provided that the new
accountant concluded was an important factor considered by the
company in reaching a decision as to any accounting, auditing or
financial reporting issue.

The company also disclosed that on September 18, 2008, Reza Zarif
submitted his letter of resignation from the board effective
immediately.  Mr. Zarif stated in letter of resignation that he
was resigning because of lack of confidence in Mr. Barrett Evans
as the Chairman of the board to carry out his fiduciary
responsibilities, the conflict of interest posed by Jeff Conrad as
the company legal counsel, a director of the company and a partner
in eFund; and most important the lack of a "process" on the board
to deliberate on decisions that can impact the strategic future,
financial performance and ultimately the shareholders.

The company said it disagrees with Mr. Zarif's assertions and
believes statements made in his resignation letter to be both
inaccurate and unfounded.

                       Going Concern Doubt

In the quarter ended September 30, 2008, the company had a net
profit of $5,583 and a working capital surplus of $42,997.  As of
September 30, 2008, it had $2.14 million in total assets, $2.14
million in total liabilities and $1,235 in shareholder deficit.
W. T. Uniack & Co. said the company's ability to operate as a
going concern is still dependent on its ability (1) to obtain
sufficient debt or equity capital or (2) to continue generating
positive cash flow from operations.

The company has said that management is taking these steps to
address the situation:

   (a) to continue improving operational efficiencies by:

          (i) re-negotiating direct material cost with all
              suppliers,

         (ii) by setting up managed inventory solutions, such as
              bonded inventory levels and auto-release programs
              with major suppliers, whereby they maintain stock
              at their facilities and deliver "Just-in-Time", to
              improve the utilization of lines of credit with
              suppliers and maintain inventory at its lowest
              value point; however, from time to time inventory
              levels may increase temporarily due to scheduling
              issues and acquisition of new customers or
              products;

        (iii) by continuing to improve systems and processes
              across operations and streamlining production
              lines;

   (b) renegotiation of credit lines for more attractive terms,
       as well as increasing credit lines with suppliers;

   (c) to increase revenue:

          (i) the company is acquiring new customers that are a
              better fit for it,

         (ii) the company is growing the business with existing
              customers; and

        (iii) the company is focusing on a more stable customer
              base such as medical device, aerospace, and
              alternative fuel industries that have a better
              chance of maintaining their manufacturing in
              Southern California instead of moving it to low
              cost and offshore regions; and

   (d) acquisition of market ready products to distribute
       through wholly owned subsidiary Solar Masters.

Based in Lake Forest, Calif., Probe Manufacturing Inc. (OTCBB:
PMFI) -- http://www.probemi.com/-- provides electronics
manufacturing services to original equipment manufacturers of
industrial, automotive, semiconductor, medical, communication,
military, and high technology products.  The company was founded
in 1993.  It was formerly known as Probe Manufacturing Industries,
Inc., and changed its name to Probe Manufacturing Inc., in 2005.


REYNOLDS & REYNOLDS: Moody's Affirms Corp. Family Rating at 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed Reynolds & Reynolds Company's
Corporate Family and Probability of Default Ratings at B1, first
lien term loan and revolving credit facility at Ba2, and second
and third lien term loans at B3.  At the same time, Moody's
changed the company's ratings outlook to negative from stable.

The outlook change reflects the substantial contraction in
Reynolds' U.S. automotive dealership customer base, which declined
6% from December 2007 through November 2008 and Moody's
expectation that the rate of decline will remain the same or even
accelerate over the next 12 months due to the severe erosion in
the U.S. automotive sector, declining consumer confidence and
pullback in spending as a result of limited credit availability
for vehicle purchases.  Moody's anticipates this will likely lead
to a sharp decline in the company's revenues and negatively impact
cash flow and margins given Reynolds' exposure to this sector as
one of the leading providers of automotive dealership management
systems in the U.S.  Despite the recurring nature of its software
maintenance business, the negative outlook considers the risk of
reduced automotive services spending from Reynolds' dealership
client base, which would negatively impact the company's organic
growth.

While Reynolds has reduced long-term debt by $230 million (Moody's
adjusted) since December 2006, Moody's does not expect the company
to pay down between $100 million and $150 million of debt in 2009,
which the rating agency previously anticipated (see Moody's
December 11, 2007 Credit Opinion for Reynolds) to avoid negative
ratings pressure.  Stable debt levels coupled with margin pressure
is expected to lead to weaker credit metrics, including debt to
EBITDA and free cash flow to debt, and could place downward
pressure on the ratings.

These ratings were affirmed:

  -- Corporate Family Rating -- B1

  -- Probability of Default Rating -- B1

  -- $1.64 Billion 6-year First Lien Term Loan due 2012 -- Ba2
     (LGD-2, 29%)

  -- $70 Million 6-year First Lien Revolving Credit Facility due
     2012 -- Ba2 (LGD-2, 29%)

  -- $520 Million 7-year Second Lien Term Loan due 2013 -- B3
     (LGD-5, 77%)

  -- $250 Million 7.5-year Third Lien Term Loan due 2014 -- B3
     (LGD-6, 91%)

The last rating action was on September 29, 2006 when Moody's
assigned a rating of B1 to Reynolds' CFR and stable outlook.  The
rating had remained stable since then.

The Reynolds & Reynolds Company, headquarter in Dayton, Ohio, is
an automotive dealership computer services and forms management
company.  The company's revenue and EBITDA (Moody's adjusted) for
the twelve months ended September 30, 2008 were $1.3 billion and
$503 million, respectively.


S S BLUE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: S S Blue Sky, LLC
        PO Box 867
        Erie, CO 80516

Bankruptcy Case No.: 08-30351

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Peter W. Ito, Esq.
                  370 17th St., Ste. 4450
                  Denver, CO 80202
                  Tel.: (303) 534-5160
                  Fax : (303) 534-5161
                  Email: pito@gordonrees.com

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

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

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

The petition was signed by Sam Wray, Manager of the company.


SAN DIEGO MUSEUM: Moody's Affirms 'B1' Series 1998 Bonds Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on the San
Diego Natural History Museum's Series 1998 bonds issued through
San Diego County.  The rating outlook has been revised to stable
from positive, reflecting continued very low liquidity with
limited operating performance expected over the next several
years.  In addition, Moody's expects the current economic
environment may impact visitor levels and gift and grant revenues,
resulting in stable to modest growth, at best, in financial
resources for the next few years.

Legal security: The bonds are secured by certificates of
participation issued by the County of San Diego.  Payments on the
certificates are secured by the general obligation of the Museum,
with a security interest in gross revenues, as defined in the
sublease agreement.  There is a debt service reserve fund.

Interest rate derivatives: None.

                            Strengths

* Significant success with two visiting exhibits in fiscal 2008;
  attendance increase by an extraordinary 141% to record levels
  with 584,400 visitors in CY 2007 and over 300,000 for CY 2008 to
  date; the Museum expects a new exhibit coming in March to bring
  in another strong level of visitors;

* Positive operating performance in fiscal 2008 with a 5.6%
  operating margin, largely driven by strong attendance from the
  two visiting exhibits; however the three-year averaging
  operating margin of negative 19% reflects historically weak
  operating performance;

* Continued strength in fundraising history despite the
  organization's size and rating, with average gift revenue of
  approximately $4.6 million over the last three years.

                          Challenges

* Although total financial resources increased in FY 2008,
  liquidity levels remain very thin with a limited $278,000 of
  unrestricted financial resources in fiscal 2008;

* Moody's expects operating performance to weaken again as the
  Museum will draw once more on a $2.6 million line of credit as
  it makes investments for its next visiting exhibit.  Heavy
  reliance on large single exhibitions to drive financial
  performance improvements adds additional risks to operations;

* Current economic challenges could potentially impact attendance
  and philanthropy over the next year or two.  Since the end of
  fiscal 2008, Moody's estimates financial resources to have
  declined by approximately 30%. In addition, attendance and gift
  revenues for the first quarter of FY 2009 were lower than
  expected;

* The Museum is expected to address the second half of its master
  facilities plan, calling for approximately $8 to $10 million of
  renovations and expansion of its current facilities.  Although
  the Museum will not issue long-term debt to finance this plan,
  Moody's notes added challenges to fundraise in this current
  economic period.

                 Recent developments/results

In June 2007, the San Diego Natural History Museum opened its
highly anticipated blockbuster exhibit on the Dead Sea Scrolls.
Running through January 2008, the exhibit brought in record levels
of attendance, with nearly 444,000 visitorships in just 5 months,
compared to 140,000 the 6 months prior.  Robust admission and
membership revenues drove a positive operating margin of nearly 6%
in FY08.  This positive margin follows three years of volatile
operating performance, reflecting past construction challenges and
a high level of capital investment to bring permanent and visiting
exhibits to the Museum.  In particular, the Museum invested almost
$3 million of its reserves as well as drawing fully on a $3
million line of credit in fiscal 2007 to prepare for the Dead Sea
Scroll exhibit.  Operating performance was also supported by
another successful visiting exhibit on Pompeii, bringing
approximately 230,000 visitors from February 2008 through June.
Membership levels nearly doubled from 6,400 in December 2006 to
11,000 in September 2008 as well.

The Museum's liquidity however, remains a serious concern.
Although financial resources have grown, liquidity remains very
thin with a limited $278,000 of unrestricted resources at the end
of fiscal 2008.  In addition, the Museum expects operating
performance to weaken again, as the Museum will draw once more on
a $2.6 million line of credit for the short-term, to fund the
necessary investment for its next major exhibit, Bodyworlds, which
management expects to draw in more visitors than the Dead Sea
Scrolls.  Due to this up-front investment, financial performance
will weaken in fiscal 2009 with expectations of rebuilding
operating cash-flow in the following year.  Moody's note that the
Museum is highly dependent on its access to operating lines of
credit.  While its current line extends through October 2009, the
renewal process may present challenges given the general credit
environment.

Attendance and gift revenues for the first quarter of FY 2009 were
lower than expected. Attendance dropped by almost 40% to
approximately 71,000 visitors from 115,000 in the previous
quarter.  Moody's notes management has already implemented several
expenditure controls to offset expected shortfalls in revenues.

                            Outlook

The stable rating outlook reflects Moody's expectation that the
current economic environment will impact visitor levels and gift
and grant revenues, off-set by a history of managing special
exhibitions to attract large spikes in revenues and rebuild cash
flow.

                 What could change the rating-UP

Robust growth in financial resources from philanthropy, and trend
of more stabilized and balanced operating performance.

               What could change the rating - DOWN

Any shortfalls in operating performance or attendance; failure to
sustain access to operating line of credit

Key indicators (Fiscal year 2008 financial data):

  -- Total Direct Debt: $14.7 million

  -- Total Financial Resources: $12.4 million ($8.7 million
     assuming a 30% decline in financial resources)

  -- Expendable Resources-to-Debt: 0.13 times (0.09 times assuming
     a 30% decline in financial resources)

  -- Expendable Resources-to-Operations: 0.09 times (0.06 times
     assuming a 30% decline in financial resources)

  -- Three-Year Average Operating Margin: - 19.3%

  -- Operating Cash Flow Margin: 16.10%

The last rating action was on May 31, 2007 when the San Diego
Natural History Museum's rating was affirmed.


SEALY CORP: S&P Downgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Trinity, North Carolina-based Sealy
Corp. to 'B+' from 'BB-'.  At the same time, S&P lowered all of
its existing issue-level ratings on the company by one notch.  S&P
also removed all of the ratings from CreditWatch, where S&P had
placed them with negative implications on Oct. 10, 2008, following
the company's weak third-quarter results and S&P's concerns about
tight covenant cushion.  As of Aug. 31, 2008, the company had
about $780 million of total debt, excluding operating lease
obligations.  The outlook is negative.

The rating actions reflect Sealy's weakened operating performance
and lower sales volumes from a challenging retail and residential
housing environment, and corresponding weakening in credit
measures.  For the 12 months ended Aug. 31, 2008, adjusted EBITDA
has declined nearly 18% from the previous year period, on lower
sales and higher operating costs.

Credit protection measures have deteriorated as a result of the
challenging operating environment, given the weak U.S. housing
market and economy.  In light of S&P's expectation for continued
weakness, S&P believes credit measures could deteriorate further
in the near term, and leverage is likely to exceed 5x by fiscal
year end.

"We would consider a lower rating if operating performance weakens
further, if leverage approaches 6x and/or if the company's
liquidity is materially pressured, including a substantial
tightening of the covenant cushion," said Standard & Poor's credit
analyst Rick Joy.  S&P believes a 15% sales decline and further
erosion of EBITDA margins of 100 basis points over the next year
could result in leverage exceeding 6x.

"Although unlikely over the near term, if the company can improve
operating performance despite current market conditions, and
credit measures improve (including leverage trending toward 5x),
S&P could consider an outlook revision to stable," he continued.


SIRIUS XM: $995,000,000 in Debt Obligations to Mature in 2009
-------------------------------------------------------------
Mel Karmazin, Sirius XM Radio Inc.'s Chief Executive Officer,
spoke to stockholders at the 2008 Annual Meeting of Stockholders
on December 18, 2008.

According to Mr. Karmazin, management priorities would be:

   -- Resolving 2009 liquidity;
   -- Maximizing synergies, EBITDA, and FCF;
   -- Maintaining growth; and
   -- Enhancing shareholder value

Sirius XM is facing these debt maturities in 2009:

      Debt Instrument                Due Date          Amount
      ---------------                --------          ------
      SIRIUS
      2.5% Convertible Notes         Feb-09      $209,000,000
      8.75% Convertible Notes        Sep-09        $2,000,000

      XM
      Revolving Credit Facility      May-09      $250,000,000
      UBS Term Loan                  May-09      $100,000,000
      10% Convertible Notes          Dec-09      $400,000,000
      10% Secured Conv. Notes        Dec-09       $33,000,000
                                               --------------
      Total debt maturing in 2009                $995,000,000

Mr. Karmazin said JPMorgan and Evercore are working on an overall
financing plan.  He said the company is focusing on three areas of
activity:

   1. Operational improvements
   2. Existing debt holder discussions
   3. New investor discussions

The company looks to complete all of its capital structure
initiatives by March 1, 2009.

Mr. Karmazin added that the total company headcount will be 22%
lower by year-end 2008.

A full-text copy of the slides used during Mr. Karmazin's
presentation to stockholders is available at no charge at:

              http://ResearchArchives.com/t/s?36da

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic, and
data content.  Its primary source of revenue is subscription fees,
with most of its customers subscribing to SIRIUS on either an
annual, semi-annual, quarterly or monthly basis.  The company
derives revenue from activation fees, the sale of advertising on
its non-music channels, and the direct sale of SIRIUS radios and
accessories.  Various brands of SIRIUS radios are Best Buy,
Circuit City, Costco, Crutchfield, Sam's Club, Target and
Wal-Mart.

Sirius Satellite Radio merged with rival XM Satellite Radio
Holdings through a $5.7 billion stock purchase of XM on July 28,
2008.

Sirius XM's consolidated balance sheets as of September 30, 2008,
show $7.50 billion in total assets and $$7.40 billion in total
liabilities.  The company had $15.74 million in stockholders'
equity as at September 30, 2008, compared to $792.7 million
stockholders' deficit as at December 31, 2007.  The company's
balance sheets show strained liquidity.  As of September 30, the
company had $738.7 million in total current assets, including
$359.6 million in cash and cash equivalents, against $2.40 billion
in total current liabilities.

For the quarter ended September 30, 2008, the company said total
pro forma revenue increased 16% to $612.8 million from third
quarter 2007 pro forma total revenue of $529.3 million.  Sirius
XM's pro forma net loss was $217.0 million for the third quarter
2008, compared to a pro forma net loss of $265.5 million in the
third quarter 2007.

                          *     *     *

As reported by the Troubled Company Reporter on November 28, 2008,
Standard & Poor's Ratings Services revised its outlook on Sirius
XM Radio Inc. to negative from developing. The 'CCC+' corporate
credit rating was affirmed.  New York City-based Sirius XM had
total debt outstanding of $3.37 billion as of Sept. 30, 2008.

"The outlook revision reflects S&P's concern over the company's
ability to refinance significant debt maturities in 2009, amid
persistently weak credit market conditions," said Standard &
Poor's credit analyst Hal Diamond.  "In addition, Standard &
Poor's believes the company may be challenged to meet its 2009
financial targets of $300 million of EBITDA and modestly positive
free cash flow, considering the sharp decline in U.S. auto sales
and potentially weak holiday retail demand, both of which are
likely to slow the company's subscriber growth.  Also, a large
majority of the company's 2009 maturities consist of low-cost debt
that S&P believes will have to be refinanced at significantly
higher rates, which will further impede discretionary cash flow."


SIRIUS XM: Swaps Common Shares for $15MM in Convertible Bond Debt
-----------------------------------------------------------------
Sirius XM Radio Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it has agreed to issue an
aggregate of 108,100,000 shares of the company's common stock, par
value $0.001 per share, in exchange for $15,640,000 principal
amount of its 2-1/2% Convertible Notes due 2009 beneficially owned
by institutional holders.  After giving effect to these exchanges,
$193,588,000 aggregate principal amount of the 2-1/2% Notes remain
outstanding.

Sirius XM will not receive any cash proceeds as a result of the
exchange.  The 2-1/2% Notes will be retired and cancelled.  Sirius
XM explained that it executed the transactions to reduce its debt
and interest cost, increase equity, and improve its balance sheet.

"We may engage in additional exchanges in respect of our
outstanding indebtedness if and as favorable opportunities arise,"
Patrick L. Donnelly, the company's Executive Vice President,
General Counsel and Secretary, said.

Separately, Sirius XM filed with the SEC a Registration Statement
on Form S-8 to register an additional 2,000,000 shares of the
Company's common stock, par value of $0.001 per share and an
indeterminate number of plan interests, issuable under the Sirius
Satellite Radio Inc. 401(k) Savings Plan.  A full-text copy of the
Registration Statement is available at no charge at:

              http://ResearchArchives.com/t/s?36d9

Gary L. Sellers, Esq., at Simpson Thacher & Bartlett LLP, in New
York, ((212) 455-2000), represents the company in the Form S-8
filing.

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic, and
data content.  Its primary source of revenue is subscription fees,
with most of its customers subscribing to SIRIUS on either an
annual, semi-annual, quarterly or monthly basis.  The company
derives revenue from activation fees, the sale of advertising on
its non-music channels, and the direct sale of SIRIUS radios and
accessories.  Various brands of SIRIUS radios are Best Buy,
Circuit City, Costco, Crutchfield, Sam's Club, Target and
Wal-Mart.

Sirius Satellite Radio merged with rival XM Satellite Radio
Holdings through a $5.7 billion stock purchase of XM on July 28,
2008.

Sirius XM's consolidated balance sheets as of September 30, 2008,
show $7.50 billion in total assets and $$7.40 billion in total
liabilities.  The company had $15.74 million in stockholders'
equity as at September 30, 2008, compared to $792.7 million
stockholders' deficit as at December 31, 2007.  The company's
balance sheets show strained liquidity.  As of September 30, the
company had $738.7 million in total current assets, including
$359.6 million in cash and cash equivalents, against $2.40 billion
in total current liabilities.

For the quarter ended September 30, 2008, the company said total
pro forma revenue increased 16% to $612.8 million from third
quarter 2007 pro forma total revenue of $529.3 million.  Sirius
XM's pro forma net loss was $217.0 million for the third quarter
2008, compared to a pro forma net loss of $265.5 million in the
third quarter 2007.

                          *     *     *

As reported by the Troubled Company Reporter on November 28, 2008,
Standard & Poor's Ratings Services revised its outlook on Sirius
XM Radio Inc. to negative from developing. The 'CCC+' corporate
credit rating was affirmed.  New York City-based Sirius XM had
total debt outstanding of $3.37 billion as of Sept. 30, 2008.

"The outlook revision reflects S&P's concern over the company's
ability to refinance significant debt maturities in 2009, amid
persistently weak credit market conditions," said Standard &
Poor's credit analyst Hal Diamond.  "In addition, Standard &
Poor's believes the company may be challenged to meet its 2009
financial targets of $300 million of EBITDA and modestly positive
free cash flow, considering the sharp decline in U.S. auto sales
and potentially weak holiday retail demand, both of which are
likely to slow the company's subscriber growth.  Also, a large
majority of the company's 2009 maturities consist of low-cost debt
that S&P believes will have to be refinanced at significantly
higher rates, which will further impede discretionary cash flow."


SIRIUS XM: Accounting Officer James Rhyu to Step Down in January
----------------------------------------------------------------
"On December 19, 2008, James Rhyu, our Senior Vice President and
Chief Accounting Officer, informed us that he expects to leave the
company in January 2009. We understand that Mr. Rhyu expects to be
appointed to a senior financial position at another company,"
Patrick L. Donnelly, Executive Vice President, General Counsel and
Secretary of Sirius XM Radio Inc., said in a regulatory filing
with the Securities and Exchange Commission.

According to Mr. Donnelly, the Audit Committee of the company's
Board of Directors has appointed Adrienne E. Calderone to serve as
acting principal accounting officer.  Ms. Calderone, 41, has been
employed by Sirius XM since August 2006 as Senior Vice President
and Controller.  Prior to the merger with XM, Ms. Calderone served
as Sirius' principal accounting officer.  From August 1994 to
August 2006, Ms. Calderone was employed by PanAmSat Corporation,
one of the world's largest fixed satellite services providers.
From June 2001 through July 2005, Ms. Calderone served as Vice
President & Controller of PanAmSat; from May 1997 through May 2001
she served as Senior Director & Controller; and from August 1994
through April 1997 she served as Assistant Controller of PanAmSat.

Ms. Calderone receives an annual base salary of $275,000 per year
and annual bonuses in an amount determined by the company.  In the
event, the company terminates her employment without cause or she
terminates her employment for good reason, Ms. Calderone will be
entitled to receive severance payments, in the form of salary
continuation, for a period of one year and any annual bonus she
would have been entitled to receive in the year the termination
occurs.  The company is also obligated to continue certain health
and medical benefits for one year following her termination.

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic, and
data content.  Its primary source of revenue is subscription fees,
with most of its customers subscribing to SIRIUS on either an
annual, semi-annual, quarterly or monthly basis.  The company
derives revenue from activation fees, the sale of advertising on
its non-music channels, and the direct sale of SIRIUS radios and
accessories.  Various brands of SIRIUS radios are Best Buy,
Circuit City, Costco, Crutchfield, Sam's Club, Target and
Wal-Mart.

Sirius Satellite Radio merged with rival XM Satellite Radio
Holdings through a $5.7 billion stock purchase of XM on July 28,
2008.

Sirius XM's consolidated balance sheets as of September 30, 2008,
show $7.50 billion in total assets and $$7.40 billion in total
liabilities.  The company had $15.74 million in stockholders'
equity as at September 30, 2008, compared to $792.7 million
stockholders' deficit as at December 31, 2007.  The company's
balance sheets show strained liquidity.  As of September 30, the
company had $738.7 million in total current assets, including
$359.6 million in cash and cash equivalents, against $2.40 billion
in total current liabilities.

For the quarter ended September 30, 2008, the company said total
pro forma revenue increased 16% to $612.8 million from third
quarter 2007 pro forma total revenue of $529.3 million.  Sirius
XM's pro forma net loss was $217.0 million for the third quarter
2008, compared to a pro forma net loss of $265.5 million in the
third quarter 2007.

                          *     *     *

As reported by the Troubled Company Reporter on November 28, 2008,
Standard & Poor's Ratings Services revised its outlook on Sirius
XM Radio Inc. to negative from developing. The 'CCC+' corporate
credit rating was affirmed.  New York City-based Sirius XM had
total debt outstanding of $3.37 billion as of Sept. 30, 2008.

"The outlook revision reflects S&P's concern over the company's
ability to refinance significant debt maturities in 2009, amid
persistently weak credit market conditions," said Standard &
Poor's credit analyst Hal Diamond.  "In addition, Standard &
Poor's believes the company may be challenged to meet its 2009
financial targets of $300 million of EBITDA and modestly positive
free cash flow, considering the sharp decline in U.S. auto sales
and potentially weak holiday retail demand, both of which are
likely to slow the company's subscriber growth.  Also, a large
majority of the company's 2009 maturities consist of low-cost debt
that S&P believes will have to be refinanced at significantly
higher rates, which will further impede discretionary cash flow."


SIRIUS SATELLITE: Moody's Downgrades Corp. Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Sirius Satellite Radio Inc.'s
probability of default rating and corporate family rating to Ca
from Caa1.  Ratings and loss given default assessments of debt
instruments issued by Sirius and its wholly-owned subsidiaries, XM
Satellite Radio Holdings Inc. and XM Satellite Radio Inc. were
adjusted accordingly.  The rating outlook is negative.

The company's speculative grade liquidity rating remains
positioned at SGL-4 (indicating poor liquidity).  With nearly $1.0
billion of its $3.3 billion total debt coming due in the New Year
($190 million in February, $350 million in May and $433 million in
December), and given the current background of capital market
dislocation and the company's poor liquidity situation, the rating
actions anticipate that Sirius will be unable to repay or
refinance its maturing debts without negotiating some sort of
compromise arrangement with at least a portion of the affected
constituents.  Sirius has already initiated transactions to
refinance portions of its debt.  In recent weeks, the company has
completed a number of "3(a)(9)" equity for debt exchanges. Despite
the potential of certain benefits such as a net reduction in debt
and a lower total interest burden, Moody's considers these
transactions as being analogous to a distressed exchange of the
applicable debt instruments based on the perspective that the
company is under financial stress. Moody's expects additional
refinance activity that may include additional equity for debt
exchanges as well as other alternatives to be highly likely.  This
is reflected in the PDR revision.  In turn, this causes the CFR
revision as well as changes to the ratings and LGD assessments of
individual debt instruments.  The negative outlook is reflective
of possible further rating pressure pending refinance activities
and the likely debt structure that will result.

As a purely administrative matter, certain ratings that are no
longer required were withdrawn

Rating Actions:

Issuer: Sirius Satellite Radio, Inc.

  -- Probability of Default Rating, Downgraded to Ca from Caa1

  -- Corporate Family Rating, Downgraded to Ca from Caa1

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-4

  -- Senior Secured Bank Credit Facility, Downgraded to Caa1
     (LGD2, 19%) from B1 ( LGD1, 05%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
      (LGD4, 61%) from Caa2 (LGD4, 60%)

Issuer: XM Satellite Radio Holdings Inc.

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to C
      (LGD5, 89%) from Caa3 (LGD5, 89%)

  -- Probability of Default Rating, Withdrawn, previously rated
     Caa1

  -- Corporate Family Rating, Withdrawn, previously rated Caa1

Issuer: XM Satellite Radio Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Caa1
      (LGD2, 19%) from B1 (LGD1, 07%)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
      (LGD4, 61%) from Caa1 (LGD3, 49%)

Outlook Actions:

Issuer: Sirius Satellite Radio, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: XM Satellite Radio Holdings Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Moody's most recent rating actions concerning Sirius and XM
Satellite Radio Holdings Inc. were taken on July 23, 2008, at
which time, among other things, the ratings for the two issuers
were placed on review for possible downgrade.  This rating actions
concluded the ratings reviews.

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

Headquartered in New York, New York, Sirius Satellite Radio, Inc.
is wholly-owned by Sirius XM Radio Inc., a publicly traded
satellite radio broadcaster whose common shares are listed on
NASDAQ.


SPRINT NEXTEL: Amends Employment Pacts with CEO Hesse, CIO Walker
-----------------------------------------------------------------
Sprint Nextel Corporation has entered into amended and restated
employment agreements with Daniel R. Hesse, its President and
Chief Executive Officer; and Kathryn A. Walker, its Chief
Information and Network Officer.

The main purpose of the revisions to the employment agreements
is to bring them into compliance with Section 409A of the
Internal Revenue Code of 1986, as amended.  The effective date of
the employment agreement restatements is prospective as of
December 31, 2008.  Changes to the employment agreements include:

   -- Added provisions or amended existing provisions to
      coordinate payment under the employment agreement with
      the Sprint Nextel Change in Control Severance Plan.

   -- Incorporated payment timing provisions referring to the
      release consideration and revocation period to specify a
      Section 409A compliant payment date.

In general, documentary changes required by Section 409A that are
in the employment agreements include:

   -- A provision for the six-month delay of payments of
      deferred compensation as a result of a Separation from
      Service for "specified employees."

   -- Specification of Section 409A compliant payment triggering
      events and payment dates (including a definition of
      Separation from Service).

   -- The restatements provide that Separation from Service, and
      thus payment under them, is triggered if a participant is
      no longer employed by any entity of which Sprint owns 50%,
      or less depending on the existence of legitimate business
      criteria.  This is the lowest threshold of common control
      for this definition permitted by Section 409A and different
      than that used for the previously restated plans to provide
      the most flexibility to the Company under employment
      agreements.

   -- Section 409A "boilerplate" provisions that provide
      compensation under the plans is intended to be 409A
      compliant, time and form of payment is made in accordance
      with the provisions of Section 409A, and payments may not
      be accelerated except as otherwise permitted by Section
      409A.

A full-text copy of the Amended and Restated Employment Agreement
between Daniel R. Hesse and Sprint Nextel Corporation, effective
as of December 31, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?36db

A full-text copy of the Amended and Restated Employment Agreement
between Kathryn A. Walker and Sprint Nextel Corporation, effective
as of December 31, 2008, is available at no charge at:

              http://ResearchArchives.com/t/s?36dc

Over the past several months, Sprint Nextel has been reviewing its
overall business strategy, including its sales, distribution and
marketing plans, and working to streamline operations by changing
the internal organizational structure of the company.  As part of
this process, Sprint Nextel has named new executives to lead key
elements of the business.  The process is ongoing and is expected
to be largely completed by the end of the year and fully
operational by early 2009.

"[W]e continue to evaluate opportunities to strengthen our
business and implement cost reduction initiatives which may
include de-levering and disposing of assets.  We have not
identified all strategic and structural alternatives that may be
available to us, and do not know which alternatives we will elect
to pursue.  We may at any time be discussing or negotiating
transactions that, if consummated, could have a material effect on
our business, financial condition, liquidity or results of
operations," Sprint Nextel said in a regulatory filing with the
Securities and Exchange Commission.

On October 24, 2008, Sven-Christer Nilsson was appointed to Sprint
Nextel's Board of Directors.  On November 5, the Board appointed
Mr. Nilsson to serve on the Nominating and Corporate Governance
Committee.

On November 28, 2008, Barry J. West stepped down from his position
as Chief Technology Officer and President, Xohm Business Unit, of
Sprint Nextel.  Mr. West has joined Clearwire Corporation as
President and Chief Architect.

On November 28, 2008, Clearwire and Sprint Nextel completed the
transaction to combine their next-generation wireless broadband
businesses to form a new wireless communications company named
Clearwire.

                       About Sprint Nextel

Based in Overland Park, Kansas, Sprint Nextel Corp. (NYSE: S) --
http://www.sprint.com/-- is the third largest national wireless
provider behind AT&T and Verizon, according to Moody's Investors
Service.  Sprint Nextel offers a comprehensive range of wireless
and wireline communications services and is widely recognized for
developing, engineering and deploying innovative technologies,
including two wireless networks serving nearly 51 million
customers at the end of the third quarter 2008; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

In the third quarter 2008, Sprint Nextel incurred a net loss of
$326 million compared to net income of $64 million in the third
quarter 2007.  The company incurred a net loss of $1.2 billion in
the year-to-date period 2008 compared to a net loss of $128
million in the year-to-date period 2007, primarily due to a
decline in its Wireless segment earnings.

The company's balance sheets as of September 30, 2008, show $61.8
billion in total assets, including $4.1 billion in cash and cash
equivalents; $40.7 billion in total liabilities; and $29.5 billion
in accumulated deficit.

The company said as of September 30, 2008, it was in compliance
with all restrictive and financial covenants associated with all
of its borrowings.  On November 3, 2008, the company amended the
terms of its revolving bank credit facility.

The company noted that it is required to maintain a ratio of total
indebtedness to trailing four quarter earnings before interest,
taxes, depreciation, amortization and certain other nonrecurring
charges of no more than 3.5 to 1.0 under its credit facilities.
As of September 30, 2008, the ratio was 3.1 to 1.0 as compared to
2.5 to 1.0 as of December 31, 2007.  The credit facilities also
required that certain indebtedness and liens of the company's
controlled subsidiaries -- other than Nextel Communications, Inc.
and Sprint Capital -- not exceed in the aggregate 15% of its
consolidated shareholders' equity or about $3.2 billion as of
September 30, 2008.  The relevant controlled subsidiaries had
approximately $900 million in debt and liens subject to this
covenant as of September 30, 2008.  The maturity dates of the
loans under the credit facilities may accelerate if the company
does not comply with the covenants.  The company is also obligated
to repay the loans if certain change of control events occur.

                          *     *     *

As reported by the Troubled Company Reporter on December 12, 2008,
Moody's Investors Service downgraded Sprint Nextel's senior
unsecured debt rating to Ba2 from Baa3 and assigned a Corporate
Family Rating of Ba1.  As part of the rating action, Moody's has
downgraded the short-term rating of Sprint Nextel to Not Prime
from Prime-3 and assigned a speculative grade liquidity rating of
SGL-1.  In addition, Moody's upgraded Sprint Nextel's senior
unsecured revolving credit facility to Baa2 to reflect the recent
addition of guarantees.  The outlook for Sprint Nextel's ratings
is negative.

The downgrade of Sprint Nextel's rating reflects the company's
significantly weakened market position among the national wireless
carriers and its continuing challenges in turning around its
wireless operations amid intense competition and weak economic
conditions.  While subscriber churn has improved from year-ago
levels, Moody's believes the company's efforts to turn subscriber
growth positive will take longer than previously anticipated as
the company faces strong competition from AT&T and Verizon in the
post pay subscriber segment and from flat rate service providers
in the prepaid segment.  As a result, Moody's expects Sprint
Nextel's operating cash flows and subscriber counts to deteriorate
until the second half of 2009, when Moody's expect the company's
market share and wireless operating cash flows to stabilize.


SONIC AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charlotte, North Carolina-based Sonic Automotive Inc. to
'B+' from 'BB-'.  The outlook is negative.

"The downgrade reflects the company's tight liquidity and high
leverage heading into 2009 -- a year where S&P believes light
vehicles sales for the North American auto retailers will reach
multidecade lows," said Standard & Poor's credit analyst Nancy
Messer.  There is an additional risk that the weak economy
will cause consumers to defer the vehicle parts and service visits
that are a key profit and cash flow driver for the rated
retailers.  As a result, S&P believes it is unlikely the company's
credit metrics, including high leverage, will improve to levels
consistent with the previous rating in 2009.

Also, Sonic must refinance its $125 million of outstanding 5.25%
senior subordinated convertible notes due on May 7, 2009.  S&P
anticipates the company will need to use its revolving credit
facility to meet this maturity, leaving it with reduced financial
flexibility.  Furthermore, since the revolving credit facility
commitment expires in February 2010, the company will likely be
working to renew this commitment during difficult market
conditions.  S&P does not expect Sonic to generate sufficient free
cash flow during the year ahead to reduce debt significantly.

The ratings on Sonic reflect the company's high debt leverage,
modest cash flow protection measures and a weak business profile
as one of several large consolidators in the highly competitive
U.S. auto retailing industry.  Sonic operates dealership
franchises in 15 states, including a presence in the recently
fast-growing, but now pressured markets in the Southeast, West,
and Southwest.  More than 80% of Sonic's total new-vehicle revenue
comes from import and luxury vehicles.  These vehicles tend to
have a fairly loyal customer base for vehicle maintenance.  Sonic
has dual-class common stock that places voting control with O.
Bruton Smith and B. Scott Smith, the founders and holders of the
class B common stock.

The negative outlook reflects S&P's concerns about the depth and
length of the economic downturn and Sonic's ability to generate
free cash flow, refinance near-term debt maturities, and reduce
leverage.  S&P could lower the rating if the company's reported
EBITDA falls short of its current 2009 estimate of $193 million by
10% or more, and debt remains at current levels, so that leverage
approaches 6x.  This could occur with a continuing weak U.S.
economy and the company's inability to reduce its cost base to fit
the reduced revenue level.  S&P could also lower the rating if
liquidity becomes constrained because tight covenants limit access
to the company's revolving credit line -- either before or after
the May 2009 debt maturity.  Also, a bankruptcy of one or more of
the domestic automakers would cause S&P to review the ratings,
given the uncertain immediate impact on the retailer distribution
chain.

Alternatively, S&P could revise the outlook to stable if Sonic can
offset difficult auto sales with its revenue diversity and focus
on operating efficiencies, combined with generation of positive
free cash and debt reduction.


SMURFIT-STONE: Moody's Downgrades Corp. Credit Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Smurfit-Stone Container
Enterprises, Inc.'s corporate family rating to B3 from B2 and its
speculative grade liquidity rating to SGL-4 from SGL-3.  The
company's other existing debt ratings were also downgraded.  All
ratings were placed on review for possible further downgrade.  The
rating action was prompted by the company's recent announcement
that it expects lower fourth quarter earnings due to weakening
market conditions and production downtime.  As a result, Moody's
believes that operating performance will likely fall below
expectations and liquidity risk may be heightened in the near-
term.

The review will examine whether the company's credit profile going
forward will remain supportive of its current B3 corporate family
rating.  In order to fully consider these matters, Moody's will
look to clarify and review 1) the fourth quarter 2008 operating
results and 2009 business outlook, 2) the likelihood of covenant
compliance over the near-term and the company's ability to re-
negotiate its bank credit agreement and/or financial covenants
with its lenders, and 3) the company's financial strategy.
Moody's intends to complete this review within the next 45 days.
The SGL-4 rating indicates weak liquidity.  The company may be
required to obtain waivers or amendments to its financial
covenants under its credit facilities in order to maintain access
to its revolver.  Moody's expects the company to generate negative
free cash flow over the near-term and heavily rely on its
committed facilities.

Moody's last rating action was on May 19, 2008 when SSCE's SGL
rating was lowered to SGL-3 from SGL-2.  The principal methodology
used in rating SSCE was the Moody's Global Paper and Forest
Products Industry Rating Methodology, which can be found at
www.moodys.com in the Credit Policy & Methodologies directory, in
the Ratings Methodologies subdirectory.  Other methodologies and
factors that may have been considered in the process of rating
this issuer can also be found in the Credit Policy & Methodologies
directory.

Downgrades and Review for Possible Downgrade:

Issuer: Smurfit-Stone Container Enterprises, Inc.

  -- Corporate family rating, downgraded to B3 from B2

  -- Senior secured term loan B, downgraded to Ba3 (LGD2, 14%)
     from Ba2

  -- Senior secured term loan C, downgraded to Ba3 (LGD2, 14%)
     from Ba2

  -- Senior secured bank credit facility, downgraded to Ba3 (LGD2,
     14%) from Ba2

  -- Senior unsecured notes, downgraded to Caa1 (LGD4, 68%) from
     B3

  -- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
     SGL-3

Issuer: Smurfit-Stone Container Canada, Inc.:

  -- Backed senior secured term loan C, downgraded to Ba3 (LGD2,
     14%) from Ba2

Issuer: Stone Container Finance Company of Canada:

  -- Backed senior unsecured, downgraded to Caa1 (LGD4, 68%) from
     B3

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation is a publicly traded holding company that operates
through a wholly-owned subsidiary company, Smurfit-Stone Container
Enterprises, Inc.  The company is an integrated producer of
containerboard and corrugated containers (paper-based industrial
packaging) and is a large collector, marketer, and exporter of
recycled fiber.  The company also produces market pulp, kraft
paper and boxboard.


ST. BERNARD PORT: S&P Raises Rating on 2000 Bonds to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services has raised its rating on
Louisiana Local Government Environmental Facilities and Community
Development Authority's series 2000 bonds, issued on behalf of St.
Bernard Port, Harbor, and Terminal District to 'BB+' from 'BB'.
The outlook is stable, reflecting no additional debt plans.

"The upgrade reflects improved debt service coverage and port
throughput following the effects of Hurricane Katrina in 2005,"
said Standard & Poor's credit analyst Adam Torres.

St. Bernard Parish is immediately east of New Orleans.  The port
is on the Mississippi River, about five miles downriver from most
Port of New Orleans facilities.  It is a landlord port, in that it
leases its facilities to customers.  In addition, the port leases
warehouse space to local manufacturers and shipping companies, as
well as office space in its Chalmette facility's business park to
numerous small businesses.  Most leases are short-term and subject
to renewal risk.  However, the port's history of operating
successfully with short-term leases partially mitigates these
concerns.

The port faces significant competition for its primary bulk cargo
tenant and warehouse tenants from other, much larger ports in the
lower Mississippi River, such as the Port of New Orleans, about
five miles upriver; and the Port of South Louisiana, about 50
miles upriver.  The port also faces significant competition for
its office space tenants.

The stable outlook reflects no additional debt plans on the port's
behalf.  The outlook also reflects S&P's expectation that the
port's operations will provide sufficient debt service coverage
while other lease revenue recovers from the effects of Hurricane
Katrina.  Should the port demonstrate debt service coverage levels
at prehurricane levels, S&P could raise the rating.


STILLWATER MINING: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Stillwater Mining Co. to 'B-' from
'B+'.  At the same time, S&P lowered its rating on the company's
$181.5 million convertible notes due 2028 to 'B-' from 'BB-' and
revised the recovery rating to '3' from '2'.  The '3' indicates
S&P's expectation of meaningful (50%-70%) recovery in the event of
a payment default.  S&P removed all ratings from CreditWatch,
where they were placed with negative implications on Nov. 14,
2008.  The outlook is negative.

"The downgrade and negative outlook reflect our assessment that
the weak global economic conditions and substantially reduced
demand in the U.S. automotive industry will materially hurt the
company's near-term operating results.  The U.S. automotive
industry is a key end-market for the company," said Standard &
Poor's credit analyst Maurice Austin.

The auto industry, overall, consumes virtually 100% of the
company's palladium production and 70% of its platinum production
through contracts with both Ford Motor Co. and General Motors
Corp.

Because of this dependence on the auto industry, S&P expects
Stillwater's liquidity position to deteriorate from current
levels.  The company will probably need to use some of this cash
to fund operations during the downturn.  Still, the company
benefits from having no financial maintenance covenants under its
debt agreements.

Stillwater Mining Co., based in Billings, Montana, is a small
producer of palladium and platinum, and recycles platinum group
metals from spent auto catalysts.


STONE SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stone Specialty Company, LLC
        1950 N. Wisconsin St. Suite 6
        Elkhorn, WI 53121

Bankruptcy Case No.: 08-33807

Type of Business: The Debtor manufactures cut stone and stone
products.

Chapter 11 Petition Date: December 21, 2008

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Mark Bromley, Esq.
                  W5838 Greening Road
                  Whitewater, WI 53190-4026
                  Tel.: (262) 495-8530
                  Fax : (262) 495-8532
                  Email: bromley.mark@gmail.com

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

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/wieb08-33807.pdf

The petition was signed by Anthony P. Hanley.


TEEKAY CORPORATION: Moody's Cuts Ratings to Low-B; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Teekay
Corporation -- Corporate Family to Ba3 from Ba2, senior unsecured
to B1 from Ba3.  Moody's affirmed the speculative grade liquidity
rating of SGL-2.  The rating outlook is stable.

"The downgrades reflect Moody's belief that continuing high debt
levels in 2009 are likely to leave credit metrics exposed to
weaker earnings as tanker demand and freight rates decline from
their recent peak levels" said Moody's Analyst Jonathan Root.
"Moody's expects earnings from the vessels trading spot to be
pressured as 2009 unfolds because of the broader implications of
the recently-announced OPEC production cuts and sustained weak
demand as the global economic malaise persists," continued Root.
The lower operating cash flow that would likely accompany a lower
rate environment could temper the amount of planned debt reduction
in 2009.  Historical practices of selling vessels or raising
equity at the daughter companies could also be more challenging
because of current credit and financial market conditions, in
Moody's view.

The affirmation of the SGL-2 liquidity rating reflects Teekay's
good liquidity position, characterized by sizable cash flow from
vessel operations of the fixed-rate fleet and it typically
maintaining consolidated unrestricted cash and revolver
availability in excess of $1.3 billion.  The SGL-2 rating also
considers increasing distributions to third-party holders of the
equity units of the daughter companies.

The ratings consider Teekay's leading market position as the owner
and operator of the largest tanker fleet in the world.  The
chartering-out of about half of the fleet on long-term contracts
helps support cash flow from operations at levels that cover
current debt service obligations, which supports the ratings.  So
too does the good liquidity profile and good coverage of debt from
owned vessels and retained interests in the daughter companies.
These factors balance the risk of having about half of revenues
(about $1.5 billion in 2008) exposed to the highly-cyclical spot
market and the elevated financial leverage resulting from the
acquisitions and ongoing investments to grow the business.  The
Ba3 rating indicates that Moody's still believes the company's
risk profile is stronger than that implied by estimated Debt to
EBITDA at or above 7.0 times and estimated EBIT to Interest below
1.5 times, each on a consolidated basis at September 30, 2008.
This is because of the operating cash flow profile of the fixed
fleet, supportive long-term fundamentals of the marine
transportation sectors that Teekay serves, Teekay's share of
distributions by its MLP's and the sizeable cash balance including
about $700 million of restricted cash backing certain capital
lease obligations of certain LNG vessels.

The stable outlook reflects Moody's expectation that the potential
exists for 2009 to provide an inflection point in Teekay's credit
profile, notwithstanding the weak outlook for the tanker market.
The outsized capital outlays to enter the FPSO business and expand
the LNG business are winding down, which should restrain further
increases in the debt balance, at least over the near term, and as
long as Teekay does not look to capitalize on investment
opportunities that might arise because of the weak shipping and
financial market conditions.

The ratings could be further downgraded if Debt to EBITDA does not
approach 5.5 times, if EBIT to Interest does not approach 1.7
times or if Retained Cash Flow to Net Debt does not remain above
10%.  Further increases in debt, either from share purchases,
acquisitions or additional charters-in could also result in a
downgrade.  The outlook could be changed to positive if Debt to
EBITDA approaches 5.0 times, EBIT to Interest was sustained above
2.5 times or Retained Cash Flow to Net Debt was sustained above
15% through the cycle's trough.  Positive Free Cash Flow to Debt,
exclusive of sale and purchase activities that is sustained above
5% could also lead to a positive outlook.

The last rating action was on December 20, 2007 when Moody's
affirmed the Ba2 corporate family, Ba3 senior unsecured and SGL-2
ratings and changed the ratings outlook to stable from negative.

Downgrades:

Issuer: Teekay Corporation

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1
     from Ba3

Teekay Corporation, a Marshall Islands corporation headquartered
in Hamilton, Bermuda, having its main operating office in
Vancouver, Canada, operates a fleet of 189 owned, chartered-in or
managed crude, refined products, LNG, LPG and FPSO vessels,
including 25 newbuildings on order.


THIELE MANUFACTURING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Thiele Manufacturing, LLC
        11 Stanwix Street, Suite 1450
        Pittsburgh, PA 15222

Bankruptcy Case No.: 08-28469

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Richard R. Tarantine, Esq.
                  801 Vinial Street, 3rd Floor
                  Pittsburgh, PA 15212
                  Tel.: (412) 690-2463
                  Fax : (412) 690-4285
                  Email: rrt@btclaw.com

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

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

A full-text copy of the Debtor's petition and a list of the
Debtor's largest unsecured creditors are available for free at:

             http://bankrupt.com/misc/pawb08-28469.pdf

The petition was signed by Everett Burns, Member of the company.


THOMAS BAGLEY JR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Thomas E. Bagley, Jr.
        Linda Alewine
        228 Shirleys Way
        Hartwell, GA 30643

Bankruptcy Case No.: 08-14969

Chapter 11 Petition Date: December 12, 2008

Court: Southern District of Alabama

Debtor's Counsel: Irvin Grodsky
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652
                  Tel: (251) 433-3657
                  Fax: (251) 433-3670

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/asb08-14969.pdf


THORNBURG MORTGAGE: Issues Override Warrants to JPMorgan, et al.
----------------------------------------------------------------
Larry Goldstone, Chief Executive Officer and President of
Thornburg Mortgage, Inc., relates that the company issued on
December 18, 2008, to the counterparties to the Amended and
Restated Override Agreement warrants exercisable into an aggregate
14,176,464 shares of common stock.  The Override Warrants are
immediately exercisable at an exercise price of $0.01 per share
and expire on December 18, 2013.

As reported by the Troubled Company Reporter, on December 12,
2008, Thornburg entered into the Amended and Restated Override
Agreement with the counterparties to the Override Agreement dated
as of March 17, 2008, to resolve certain interpretative issues in
the Override Agreement related to margin calls on downgraded
securities and other matters.  The counterparties include J.P.
Morgan Chase Funding Inc. (formerly 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.

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.

The TCR related on Nov. 20, 2008, that Thornburg did not pay the
interest payment due on Nov. 15, 2008, on its 8% Senior Notes,
because it did not have available funds to do so.

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.

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 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: Fitch Puts Issuer Default Rating on 'CCC'
-------------------------------------------------------------
Based on Thornburg Mortgage Inc.'s Dec. 12, 2008 payment within
the 30-day grace period of interest due on Nov. 15, 2008 for its
8% senior notes, Fitch Ratings has revised Thornburg's Issuer
Default Rating:

  -- IDR to 'CCC' from 'RD'.

Fitch has maintained these ratings:

  -- Senior notes at 'C/RR6';
  -- Senior secured subordinated notes at 'C/RR6';
  -- Subordinated notes at 'C/RR6';
  -- Preferred stock at 'C/RR6'.

The IDR of 'CCC'is indicative of Fitch's view that default of
Thornburg's corporate obligations is a real possibility, given
that the Amended Override Agreement Thornburg entered into with
its reverse repurchase lenders expires in March 2009.  In the
absence of renewed financing arrangements for its assets currently
being funded with reverse repurchase agreements, Thornburg's
ability to meet corporate debt obligations would be in doubt.
The 'RR6' recovery ratings for the rated securities are due to
Fitch's continued belief that recoveries in the event of default
would be poor.

The Rating Watch Negative is based on the March 2009 expiration of
Thornburg's Amended Override Agreement and the potential for a
substantial decrease in funding if Thornburg is unable to obtain
an extension of the Amended Override Agreement or an alternative
funding source.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable-rate
mortgage assets.  Thornburg's ARM assets are comprised of
Purchased ARM Assets and ARM Loans.  All of Thornburg's ARM assets
are either Traditional ARMs, which includes Pay Option ARMs, or
Hybrid ARMs.  For tax purposes, Thornburg is organized as a real
estate investment trust and is managed externally by Thornburg
Mortgage Advisory Corporation.



TITAN ENERGY: Has Liquidity to Fund Biz Until End of March 2009
---------------------------------------------------------------
"We believe that with our existing cash and through the collection
of receivables, we will have adequate cash to fund our operations
through the end of March 31, 2009," Titan Energy Worldwide, Inc.,
declared in a November filing with the Securities and Exchange
Commission.

During the three months ended September 30, 2008, Titan Energy
incurred a net loss of $147,000 compared to $640,000 for the three
months ended September 30, 2007.  During the nine months ended
September 30, 2008, it incurred a net loss of $1.16 million
compared to $2.07 million for the nine months ended September 30,
2007.

As of September 30, 2008, the company has $5.58 million in total
assets and $1.40 million in total liabilities.  Moreover, the
company has roughly $307,000 in cash and in excess of $1.5 million
in receivables.  It had an accumulated deficit of $22,807,022.

In conjunction with a stock purchase agreements signed in August
and September, the company said it is in the process of attempting
to raise roughly $5.0 million in debt financing that will be used
to pay for the acquisitions and to provide additional working
capital for the company.  The terms of the financing still remain
to be defined.

"We are striving to obtain this financing by December 31, 2008,"
the company said.

The company noted that it continues to find ways to expand its
business through completing strategic acquisitions and internal
growth.

"We believe that revenues and earnings will increase as we grow.
We believe that revenues and earnings will increase, as we execute
this plan. We anticipate that we will achieve profitability in the
near future.  Loss may result if costs of operations and marketing
are greater than the income," it said.

                       Going Concern Doubt

The company said its financial condition raises substantial doubt
as to its ability to continue as a going concern.  The company
said management has taken these steps that it believes will be
sufficient to provide the company with the ability to continue in
existence:

   -- Management has acquired companies that they believe will
      be cash positive.

   -- Management has completed an offering for Series D Preferred
      Stock with detachable warrants.  The result of the offering
      was to raise approximately $6.0 million of cash and to
      convert $1.8 million of debt into common stock.  An
      additional $491,000 of debt was converted into Series D
      Preferred Stock.

   -- The company had a 100% increase in sales in equipment and
      service in the third quarter of 2008 compared to the same
      quarter in 2007.

   -- The company's operating losses were the lowest in the
      company's history and the reported loss per share was less
      than $0.01 for the third quarter compared to a loss of
      $1.61 per share in the same quarter in 2007.

   -- The company has two agreements in place for the conditional
      purchase of two companies in Florida.  The company is in
      the process of raising additional financing to fund the
      purchases and provide some working capital.

As reported by the Troubled Company Reporter, UHY LLP, in
Southfield, Mich., has expressed substantial doubt about Titan
Energy Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses and accumulated deficit.

                        About Titan Energy

Headquartered in New Hudson, Mich., Titan Energy Worldwide Inc.
(OTC BB: TEWI) -- http://www.titanenergy.com/-- is a
manufacturer, distributor and service provider for power
generation equipment, emergency power equipment and specialized
mobile utility systems in the U.S. and internationally.  The
company provides equipment and service to fire stations, police
stations, the US military, hospitals, schools, manufacturers,
municipalities, businesses and homes from manufacturers such as
Generac Power Systems Inc.


TSA STORES: Moody's Downgrades Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of TSA Stores, Inc. to B3 from B2.
The outlook is negative.

The downgrade of the corporate family rating to B3 results from
continuing deterioration in Sports Authority's operating
performance throughout 2008, reflected by LTM October 2008
debt/EBITDA of over 7 times, and the likelihood that this metric
will remain above 7 times well into 2009. "TSA will be challenged
to improve its operating performance in this difficult
environment," stated Moody's Senior Analyst Charlie O'Shea.  "The
negative outlook reflects Moody's concern that metrics could
further worsen in 2009 given the state of the economy."
Ratings downgraded and LGD assessments and point estimates
adjusted include:

  -- Corporate family rating to B3 from B2;

  -- Probability of default rating to B3 from B2, and

  -- Senior secured bank credit facility to B3 (LGD 3, 49%) from
     B2 (LGD 3, 46%).

TSA's B3 rating considers its very weak credit metrics,
particularly its high leverage with debt/EBITDA over 7 times, and
its EBITA/interest at just over one time.  Ratings also reflect
the competitive environment which faces TSA on multiple fronts,
from head-to-head competitor and market share leader Dick's
Sporting Goods, to specialty retailers, including those with
internet-based models, to the discounters Wal-Mart and Target.
Ratings also consider TSA's solid market position as the U.S.'s
only truly "national" sporting goods retailer, with significant
brand depth and breadth, and an improved product mix.

The most recent rating action for TSA Stores, Inc. was the
September 26, 2006 issuance of a B2 Probability of Default rating,
as well as various Loss Given Default rates and point estimates
for the various rated credit facilities.

TSA stores, Inc., headquartered in Denver, Colorado, operates 454
stores throughout the U.S. under its The Sports Authority banner.
The company generated revenues of $2.7 billion for the LTM October
2008 period.


TUSCANY TILE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tuscany Tile & Stone, Inc.
        5690 Summer Avenue
        Memphis, TN 38134
        Tel: (901) 363-5880
        Fax: (901) 363-5876

Bankruptcy Case No.: 08-33407

Chapter 11 Petition Date: December 14, 2008

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson, Jr.

Company Description: Tuscany Tile & Stone, Inc., is engaged in
                     building materials distribution, specifically
                     tiles and stones.
                     See: http://www.tuscanytile-stone.com/

Debtor's Counsel: Russell W. Savory
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  russell.savory@gwsblaw.com

Estimated Assets: $714,235

Estimated Debts: $1,039,817

The petition was signed by T. Michael Robbins, president of the
company.

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

             http://bankrupt.com/misc/twb08-33407.pdf


UNIVERSAL ENERGY: Closes Sale of 8% Debentures in November
----------------------------------------------------------
Universal Energy Corp. said it consummated on November 19, 2008,
the offer and sale of an aggregate of $777,0000 principal amount
of its unsecured convertible 8% debentures and associated
warrants, dated as of October 31, 2008, between the company and
the purchasers of the debentures and warrants.  The company
received aggregate proceeds of $605,000 reflecting a 20% original
issue discount to the Purchasers.  The Securities Purchase
Agreement, although dated as of October 31, 2008, contemplated a
simultaneous signing and closing which occurred on November 19,
2008.

The debentures will be due and payable on September 30, 2010.  The
debentures bear interest at a rate of 8% per annum.

"At any time from the closing date until the maturity date of the
debentures, the Purchasers have the right to convert the
debentures, in whole or in part, into common stock of the company
at a price equal to the lower of $0.25, or 80% of the average of
the three lowest closing bid prices over the twenty trading days
immediately preceding conversion.. The conversion price may be
adjusted downward under circumstances set forth in the debentures.
If so adjusted, the aggregate number of shares issuable, upon
conversion in full, will increase," the company said.

The Purchasers also received "J" warrants to purchase 3,108,824
additional shares of common stock at a price of $0.25 per share
exercisable for five years.

The Securities Purchase Agreement, debentures and warrants contain
covenants that will limit the ability of the company to, among
other things:

   -- incur or guarantee additional indebtedness;

   -- incur or create liens;

   -- amend its certificate of incorporation, bylaws or other
      charter documents so as to adversely affect any rights of
      the holders of the debentures; and

   -- repay or repurchase more than a de minimis number of shares
      of common stock other than as permitted in the debentures
      and other documents executed with the Purchasers.

The debentures include customary default provisions and an event
of default includes, among other things, a change of control of
the company, the sale of all or substantially all of the company's
assets, which results in such indebtedness being accelerated.
Upon the occurrence of an event of default, each debenture may
become immediately due and payable, either automatically or by
declaration of the holder of such debenture.  The aggregate amount
payable upon an acceleration by reason of an event of default will
be equal to the greater of 125% of the principal amount of the
debentures to be prepaid or the principal amount of the debentures
to be prepaid, divided by the conversion price on the date
specified in the debenture, multiplied by the closing price on the
date set forth in the debenture.

In connection with this transaction, each Purchaser has
contractually agreed to restrict its ability to convert the
debentures, exercise the warrants and additional investment rights
and receive shares of the company's common stock such that the
number of shares of the company's common stock held by them and
their affiliates after such conversion or exercise does not exceed
4.99% of the number of shares of the company's common stock
outstanding immediately after giving effect to the conversion or
exercise.

Certain officers of the company have entered into a limited
standstill agreement that restricts their right on the disposition
of any shares of common stock of the company from the date of the
Securities Purchase Agreement until the Debentures issued there
under are no longer outstanding.

A full-text copy of the Securities Purchase Agreement is available
at no charge at:

              http://ResearchArchives.com/t/s?36ca

A full-text copy of the Convertible Debenture is available at no
charge at:

              http://ResearchArchives.com/t/s?36cb

A full-text copy of the "J" Warrant to Purchase Common Stock is
available at no charge at:

              http://ResearchArchives.com/t/s?36cc

A full-text copy of the Limited Standstill Agreement is available
at no charge at:

              http://ResearchArchives.com/t/s?36cd

                       Going Concern Doubt

Cross, Fernandez & Riley, LLP, in Orlando, Fla., expressed
substantial doubt about Universal Energy Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's net losses and
negative cash flows from operations since inception.

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.

Universal Energy Corp.'s consolidated balance sheet at September
30, 2008, showed $3.95 million in total assets and $7.02 million
in total liabilities, resulting in a $3.07 million in
stockholders' deficit.

At September 30, 2008, the company's consolidated balance sheet
also showed strained liquidity with $55,619 in total current
assets available to pay $6.85 million in total current
liabilities.  The company reported net income of $3.92 million for
the quarter ended September 30, 2008, compared with a net loss of
$4.43 million for the same period of 2007.


US CORRUGATED: S&P Keeps 'B' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Newark, New Jersey-based U.S. Corrugated Inc. to
negative from stable.  All ratings, including its 'B' corporate
credit rating, were affirmed.

"The outlook revision reflects uncertainties regarding the
company's financial performance over the next several quarters in
light of the U.S. recession and prospects for difficult operating
conditions, including weaker-than-expected end-market demand and
lower selling prices," said Standard & Poor's credit analyst Andy
Sookram.

The recent decline in most raw material and energy costs is a
positive, but the sustainability of these decreases is uncertain.
As a result, S&P expects operating margins of between 7% to 8% and
debt to EBITDA of around 6x, levels that S&P would consider to be
weak for the current rating.

The ratings on U.S. Corrugated reflect its highly leveraged
capital structure; participation in mature, cyclical, and
competitive markets; volatile raw material costs; limited product
diversity; and the risks associated with operating one mill.  The
ratings also reflect the company's high level of integration,
which allows for good operating efficiencies, and its favorable
cost position.

U.S. Corrugated's revenues are generated by the manufacture of
recycled containerboard, corrugated sheets, boxes, and point-of-
sale displays.  Over the last few months, there has been a
substantial decline in demand in North America, and S&P expects
the trend to continue into 2009 given the weak U.S. economy and
the strengthening of the U.S. dollar that will make exports less
attractive.  Producers have responded with substantial capacity
closures, estimated at close to 15%.  Still, S&P believes the
significant decline in input costs, such as recycled fiber and
energy, will make it less likely for the industry to maintain
pricing at current levels, which would result in weaker credit
measures industry wide.

The negative outlook reflects Standard & Poor's expectation that
lower demand and a decline in sales prices will only be partly
offset by some moderation in input costs, leading to a
deterioration in credit measures over the next several quarters.
Specifically, S&P expects operating margins in the 7%-8% range and
adjusted debt to EBITDA around 6x, which are levels S&P considers
weak for the current ratings.  S&P could lower the ratings if
operating performance weakens more than S&P expects because of
steeper declines in demand and sales prices, or if the company
cannot maintain adequate liquidity.  S&P estimate this would
happen if EBITDA declines by more than 20%, which could cause
leverage to approach the 6.5x-7x area.

S&P is unlikely to revise the outlook to stable over the next
several quarters unless demand improves and sales prices stabilize
around current levels.  Specifically, if operating margins and
debt to EBITDA improve to around 10% and 5x, respectively.


UTSTARCOM INC: To Wind Down Korean Operations & Cut 10% of Jobs
---------------------------------------------------------------
The Board of Directors of UTStarcom, Inc., approved December 16,
2008, a restructuring plan designed to reduce the company's
operating expenses.  The Plan includes, among other things,
winding down the company's Korea-based handset manufacturing
business unit and implementing an additional worldwide reduction
in force of roughly 10% of the company's headcount.

                     Winding Down of Korea BU

The principal activity of Korea BU is supplying handsets to
Personal Communications Devices LLC for sale in the United States.
Following the company's strategic plan to sell or wind down non-
core businesses to reduce the company's annual operating expenses,
the company plans to wind down the operations of Korea BU and
complete a reduction in force of all remaining employees in the
unit over an roughly six month period.  In connection with the
Korea BU wind-down, on December 16, 2008, the company furnished
PCD LLC with 180-days' notice of termination of the Supplier
Agreement, dated July 1, 2008, by and between the company and PCD
LLC.  The company currently manufactures and sells handsets to PCD
LLC pursuant to the Supplier Agreement.  Management expects to
complete the wind down of Korea BU by the end of the second
quarter of 2009.  In connection with the wind down, the company
expects to incur a restructuring charge of roughly $10 million,
comprised largely of write-downs of assets and cash payments
associated with one-time severance benefits, and will record the
charge in the fourth quarter of 2008.

                   Worldwide Reduction in Force

In addition to reductions in force associated with the wind down
of Korea BU and other non-core businesses, the company plans to
further reduce its worldwide headcount by roughly 10%, or roughly
460 employees.  This reduction in force will be based primarily in
the United States and China; other international locations will be
impacted to a lesser degree.  Management expects to complete the
worldwide workforce reduction by the end of the first quarter of
2009.  The company expects to incur a restructuring charge of
roughly $8 million in connection with the reductions in force
worldwide and in non-core businesses other than Korea BU.  The
charge, which will be comprised largely of cash payments
associated with one-time severance benefits, will be recorded in
the fourth quarter of 2008.

In addition, the non-executive members of the board have agreed to
a reduction in their board retainers for a period of one year.
Furthermore, Peter Blackmore, UTStarcom's CEO and president, and
other executive officers have voluntarily agreed to decline their
cash bonuses for 2008.

The company's Handset segment will continue to supply handsets to
the China market.  Additionally, the company has initiated actions
to disband its Custom Solutions Business Unit by the end of the
first quarter 2009.

Although each geographic region and business will be affected,
management's plan will protect the most strategically important
R&D investments, customer relationships and product areas.

Over the past twelve months the company has implemented a number
of IT systems and operational enhancements.  With the improved
operational capability, the company is now able to eliminate
functional duplication and consolidate a number of back office
functions into our China operations.  This process will start in
the first quarter of 2009 and be executed over the first three
quarters of 2009.

"Over the past twelve months, we have achieved a year-over-year
OPEX reduction of 20% and streamlined our business to improve our
competitive and financial position," said Peter Blackmore,
UTStarcom's CEO and president.  "These additional measures will
reduce our annualized expense base by another 25% or $100 million.
Importantly, these actions will advance our strategic goals by
increasing our focus on our IP-based portfolio targeting the
developing regions of the world."

The actions represent a continuation of the strategic plan
UTStarcom outlined in September of 2007.  Since the beginning of
this year the company has divested a number of non-core business
units and increased its net cash position by $150 million.

A full-text copy of UTStarcom, Inc.'s press statement, including a
discussion of Pro Forma Non-GAAP Financial Measures, is available
at no charge at:

              http://ResearchArchives.com/t/s?36dd

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.

As of September 30, 2008, the company's consolidated balance
sheets show $1.44 billion in total assets, and $901.3 million in
total liabilities.


UTSTARCOM INC: Has Liquidity to Fund Biz for the Next 12 Months
---------------------------------------------------------------
Management of UTStarcom Inc. said in a regulatory filing with the
Securities and Exchange Commission it believes the company has
sufficient liquidity to finance its anticipated working capital
and capital expenditure requirements for the next twelve months.
Management, however, added that in an effort to further improve
the company's profitability and cash flows, it has intensified its
focus on the company's fixed cost base to better align with
operations, market demand and projected sales levels.

In the company's quarterly report on Form 10-Q for the period
ended September 30, 2008, management cited factors that raise
substantial doubt as to the company's ability to continue as a
going concern:

   -- The company reported net losses of $195.6 million,
      $117.3 million and $532.6 million for the years ended
      December 31, 2007, 2006 and 2005, respectively.

   -- At December 31, 2007, the company's accumulated deficit
      aggregated $691.2 million.

   -- During the year ended December 31, 2007, the company used
      $218.2 million of cash in operations.

   -- At December 31, 2007, the company had cash and cash
      equivalents of $437.4 million of which $289.5 million was
      used to repay the convertible subordinated notes due on
      March 1, 2008.

   -- The amount included a principal payment of $274.6 million
      and $14.9 million in accrued interest.

   -- At December 31, 2007, $322.4 million of the company's cash
      and cash equivalents was held by its subsidiaries in China
      and China imposes currency exchange controls on transfers
      of funds outside of China.

   -- Additionally, the available lines of credit in China are
      significantly less than what has been available to the
      company historically.

The company had an operating loss of $96.9 million and a net loss
of $69.4 million for the nine months ended September 30, 2008.
The company had an operating loss of $34.9 million and a net loss
of $55.9 million for the three months ended September 30, 2008.

At September 30, 2008, the company's consolidated balance sheets
show $1.44 billion in total assets, and $901.3 million in total
liabilities.  The company had an accumulated deficit of $760.5
million.

Cash used in operations was $31.9 million during the nine months
ended September 30, 2008. In the third quarter of 2008, the
company completed the sale of PCD for a total sale consideration
of approximately $233.4 million.  At September 30, 2008, the
company had cash and cash equivalents of $329.0 million in the
aggregate to meet the company's liquidity requirements of which
$155.4 million was held by its subsidiaries in China and continues
to be subject to currency exchange controls on transfers of funds
from China.

In the regulatory filing, the company said that, going forward,
the amount of cash available for transfer from the China
subsidiaries is limited both by the liquidity needs of the
subsidiaries in China and by Chinese-government mandated
requirements including currency exchange controls on transfers of
funds outside of China.

As reported by the Troubled Company Reporter,
PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.

The company noted that currently, its primary sources of available
credit are a series of credit facilities in China and each
borrowing under the credit facilities is subject to the bank's
then current favorable opinion of the credit worthiness of the
company's China subsidiaries, as well as the bank having funds
available for lending and other Chinese banking regulations.
Management cannot be certain that additional lines of credit will
be available to the company on commercially reasonable terms or at
all.

Accoridng to the company, if projected sales do not materialize,
management may need to further reduce expenses.  In addition, the
company may require additional equity or debt financing.  If
future funds are raised through issuance of stock or debt, these
securities could have rights, privileges or preference senior to
those of the company's common stock and debt covenants could
impose restrictions on the company's operations.  The sale of
additional equity securities or debt financing could result in
additional dilution to the company's current shareholders.  There
can be no assurance that additional financing, if required, will
be available on terms satisfactory to the company or at all.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.


WAVE SYSTEMS: Amends Software License Pact with Major OEM Client
----------------------------------------------------------------
Wave Systems Corp. said on December 18, 2008, that it has
completed an amendment to its software license agreement with its
largest OEM customer pursuant to which the royalties paid to Wave
under the agreement have been increased.  Under the new
arrangement, the per unit royalties that Wave receives for each
OEM PC model that ships with Wave's EMBASSY Trust Suite (ETS)
software have been increased by at least 100%.  The royalty
increases are retroactive to November 1, 2008, and apply to all
OEM PC's shipped with Wave's software on or after that date.

The royalty increases may be cancelled by the OEM at any time on
30 days' written notice to Wave.  Further, the amendment does not
provide for guaranteed minimum royalties or shipped quantities of
units containing Wave software.

On December 8, 2008, Wave was notified by the Nasdaq Hearings
Panel that the shares of the company's common stock would be
transferred from the NASDAQ Global Market to the NASDAQ Capital
Market.  The company's shares of common stock were transferred
effective at the open of the trading session on Wednesday,
December 10.  The company's common stock continues to trade under
the ticker symbol "WAVX".

The company has not been in compliance with Marketplace Rule
4450(b)(1)(A), requiring a minimum $50 million market value of
listed securities for continued inclusion on the NASDAQ Global
Market.  On October 23, 2008, the company attended a hearing
before the Panel.  If the company cannot demonstrate compliance
with all of the required continued listing requirements of the
NASDAQ Capital Market, including the $35 million market value of
listed securities requirement by February 17, 2009, the shares of
common stock will be subject to delisting.

The company noted that it is not required to meet the $1.00
minimum bid price requirement of the NASDAQ Capital Market by
February 17, 2009.  On October 16, 2008, the NASDAQ Stock Market
suspended enforcement of the Bid Price Rule and the running of
related compliance periods until January 19, 2009.  Accordingly,
the remainder of the Initial Compliance Period begins to run again
on January 19, 2009, and ends on May 15, 2009.  If the company
gains compliance with the Market Value Rule by February 17, 2009,
but then does not regain compliance with the Bid Price Rule by the
end of the Extended Compliance Period, the company may be subject
to delisting or may be entitled to another 180 day period if it
meets all of the other initial listing requirements of the NASDAQ
Capital Market at the end of the Extended Compliance Period.

                      About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

Wave's balance sheet at Sept. 30, 2008, showed total assets of
$2,985,012 and total liabilities of $7,979,702, resulting in a
stockholders' deficit of $4,994,690.  Net loss for three months
ended Sept. 30, 2008, was 5,604,732 compared to net loss of
$4,777,700 for the same period in the previous year.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems Corp.'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 recurring losses from operations and accumulated
deficit.


XIOM CORP: Has Funds to Meet Cash Flow Needs Until June 2009
------------------------------------------------------------
Xiom Corp. said in a regulatory filing with the Securities and
Exchange Commission in November that its management believes the
company will have sufficient resources to meet cash flow
requirements for at least another 12 months, through June 2009.

As of June 30, 2008, the company's balance sheets show $2.29
million in total assets, $2.28 million in total liabilities,
$670,399 in common stock subject to rescission rights, and
$659,684 in stockholders' deficit.  The company incurred $2.11
million in net loss for the nine months ended June 30, 2008, on
sales of $1.82 million.  For the quarter, the company incurred
$421,447 in net loss on $903,327 in sales.  The company's revenues
for its most recent fiscal year is $933,194.

The company said the $660,000 stockholders' deficit as of June 30,
2008, and $2.11 million net loss for the nine months ended June
30, 2008, raise substantial doubt about its ability to continue as
a going concern.  The company said it has seen a steady increase
in sales orders for the patented industrial thermal spray
technology and related powder formulas. Furthermore, it plans to
continue raising capital through a series of private placement
transactions for the balance of fiscal 2008.  It also plans to
expand sales by significantly increasing domestic marketing
efforts, including pursuing major contracts through its network of
strategic alliance relationships.

On November 6 and 7, Xiom Corp. filed amended Quarterly Reports
for the quarterly period ended June 30, 2008, March 31, 2008, and
December 31, 2007.  The company also filed an amended annual
report for the fiscal year ended September 30, 2007.

A full-text copy of the Quarterly Report, as amended, for the
quarterly period ended June 30, 2008, is available at no charge
at:

              http://ResearchArchives.com/t/s?36d3

A full-text copy of the Quarterly Report, as amended, for the
quarterly period ended March 31, 2008, is available at no charge
at:

              http://ResearchArchives.com/t/s?36d4

A full-text copy of the Quarterly Report, as amended, for the
quarterly period ended December 31, 2007, is available at no
charge at:

              http://ResearchArchives.com/t/s?36d5

A full-text copy of the Annual Report, as amended, for the fiscal
year ending September 30, 2007, is available at no charge at:

              http://ResearchArchives.com/t/s?36d6

On November 10, Xiom Corp. filed a registration statement in
accordance with the requirements of Form S-8 to register 2,375,000
shares of the company's Common Stock issuable under the 2008
Employee and Consultant Stock Plan.  The company shares trade on
the Over-The-Counter Bulletin Board.  A full-text copy of the
Registration Statement is available at no charge at:

              http://ResearchArchives.com/t/s?36d2

                         About Xiom Corp.

Headquartered in West Babylon, N.Y., Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.


YRC WORLDWIDE: Moody's Downgrades CFR to 'Caa3'; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded YRC Worldwide Inc.'s
Corporate Family Rating to Caa3 from Caa1.  The Probability of
Default rating and the ratings on YRC's senior notes were affirmed
at Ca.  The rating outlook has been changed to negative from
developing.

The downgrade of the corporate family rating reflects YRC's recent
announcement that it is in discussions with its banks to amend its
credit facilities in order to obtain relief under financial
covenants.  This action was announced concurrently with the
disclosure by the company that it has terminated its tender offer
to purchase senior notes issued by both YRC Worldwide Inc. and its
subsidiary YRC Regional Transportation, Inc.  The tender offer was
contingent upon successful ratification of the amendment of YRC's
contract with its main union, the International Brotherhood of
Teamsters.  As of December 24, 2008, this amendment has not been
ratified, although the company expects the union to do so shortly.
A successful amendment to this contract will be an important
factor in the company's ability to improve its cost structure
through the current cyclical downturn.

With the termination of the tender offer, which would have reduced
much of the company's senior notes outstanding, and with a
significant portion of the company's senior credit facility drawn,
YRC's debt levels have increased materially over the past two
quarters.  At the same time, fundamental operating conditions have
deteriorated in the trucking sector, which are expected to have a
continuing negative impact on the financial performance of YRC
over the near term.  As such, Moody's believes that YRC will be
challenged in meeting financial covenants as prescribed under its
senior credit facilities, which must be addressed in the
amendments sought on these facilities.  Moreover, considering the
uncertainty surrounding cash flow that will ensue from operations
over the near term, YRC may face difficulty in meeting material
debt maturities and redemptions in 2010 from its existing sources
of liquidity.

The negative outlook reflects Moody's expectations that the
company's operating results will not improve materially in the
near term.  This will likely strain YRC's ability to generate
sufficient cash flow and maintain adequate liquidity to repay debt
maturities over the next two years.

Downgrades:
Issuer: YRC Worldwide Inc.

  -- Corporate Family Rating, Downgraded to Caa3 from Caa1

Outlook Actions:

Issuer: USF Corporation

  -- Outlook, Changed To Negative From Developing

Issuer: YRC Worldwide Inc.

  -- Outlook, Changed To Negative From Developing

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

The last rating action was on December 5, 2008 when the Corporate
Family rating was lowered to Caa1.

YRC Worldwide does business through two national less-than-
truckload companies, YRC National Transportation, which comprises
the long-haul operations that comprises the legacy Yellow and
Roadway businesses (about 70% of LTM September 2008 revenue), and
through YRC Regional Transportation , a regional LTL business
essentially comprising YRC's acquired USF companies (about 22% of
revenue).  Through its YRC Logistics business unit, the company
also offers logistics and supply chain services. YRC's broad
service offering includes next day and expedited service
throughout most of the country.


* Fitch Says $17.4MM U.S. Gov't Bailout Gives Temporary Relief
--------------------------------------------------------------
A rapid or disorderly bankruptcy by one or more of the U.S. auto
manufacturers or their captive finance companies would likely
result in negative rating actions on certain U.S. dealer floorplan
ABS transactions, although the U.S. government's $17.4 billion
bailout announcement provides at least temporary relief and limits
the likelihood of this event occurring in the near term, according
to Fitch Ratings.

To date the performance of Fitch rated dealer floorplan ABS is
within expectations with few signs of stress from the financial
pressure being experienced at the manufacturer, captive finance
company and dealership levels.

The current precarious financial condition of the US auto
manufacturers, however, have raised questions among investors
regarding the potential impact of a manufacturer bankruptcy on the
performance of U.S. auto ABS transactions in general and dealer
floorplan transactions in particular. When analyzing dealer
floorplan loan securitizations, Fitch has always assumed that the
manufacturer files Chapter 11 and the following occur
simultaneously: auto sales decline; numerous dealers default on
their floorplan loans; and a large number of new and used vehicles
are repossessed and auctioned as a result.

The transaction structure is then stressed to determine if credit
enhancement is sufficient to withstand vehicle value declines
consistent with the proposed rating level.

The orderliness of the bankruptcy is a key assumption in Fitch's
analysis as it limits the likelihood of catastrophic dealer
bankruptcies and highly disorganized collateral liquidations.  The
fact that all three US manufacturers and captive finance companies
are experiencing such significant financial and operational
difficulty could test the validity of this assumption particularly
given the recessionary environment and the inability of dealers to
obtain alternative financing because of credit market pressures.

If the likelihood of a disorderly bankruptcy increases, Fitch
would place the dealer floorplan transactions on Rating Watch
Negative which could be followed in quick succession with
downgrades if there are any early signs that the performance of
the transactions is outside of Fitch's expectations.  The
magnitude of the downgrades will depend on the degree to which
actual performance deviates from Fitch's stress scenarios.
Fitch has had numerous conversations with the US dealer floorplan
ABS issuers over the past two months.

Certain issuers have indicated that they are taking steps to
reduce dealer credit lines and otherwise mitigate the
transactions exposure to higher risk borrowers.  While positive,
it is unclear if these steps will be of sufficient benefit to
offset the increase in bankruptcy risk.

Fitch has requested additional information from the issuers which
it will use to assess stress assumptions related to various
bankruptcy scenarios.  Fitch will review this information to
determine if any rating actions are warranted.

Fitch currently rates approximately $12 billion in dealer
floorplan ABS related to the US domestic auto manufacturers.
These were issued by each of Ford's, General Motors's and
Chrysler's corresponding captive finance arms through nine
separate issuances and include a combination of fixed and floating
rate securities from seven trusts: Ford's Ford Credit Floorplan
Master Owner Trust (FCFMOT), GMAC's Superior Wholesale Inventory
Finance Trust VIII (SWIFT VIII), Superior Wholesale Inventory
Finance Trust X (SWIFT X), Superior Wholesale Inventory Finance
Trust XI (SWIFT XI), Superior Wholesale Inventory Financing Series
2007-AE-1, and SWIFT Master Auto Receivables Trust (SMART) and
Chrysler's Master Chrysler Financial Owner Trust.


* SEC Recounts Actions During Turmoil in Credit Markets
-------------------------------------------------------
The Securities and Exchange Commission has said that during the
current turmoil in the credit markets, it has worked closely with
other agencies in the United States and around the world to
protect investors and the markets.

"[W]e are continuing to build on that essential premise: that
investors have a right to know the truth -- and the risks -- about
the securities that trade in our public markets.  Never in this
agency's history has this fundamental mission been more relevant,
and more urgent.  The current credit crisis has shown the
importance of transparency to a healthy marketplace -- and how
costly hidden risk can be," said SEC Chairman Christopher Cox on
Oct. 8, 2008, just three week's after the collapse of Lehman
Brothers.

The SEC administers the federal securities laws, requires
disclosure by public companies, and brings enforcement actions
against securities law violators.  While other federal and state
agencies are legally responsible for regulating mortgage lending
and the credit markets, the SEC said it has taken these decisive
actions to address the extraordinary challenges caused by the
current credit crisis:

   * Aggressively Combating Fraud and Market Manipulation Through
     Enforcement Actions

   * Undertaking sweeping enforcement measures against market
     manipulation, and aggressively combating fraud that has
     contributed to the subprime crisis and the loss of
     confidence in credit markets.  More than 50 pending SEC
     investigations in the subprime area.

   * Enforcement Division announced what will be the largest
     settlements in the history of the SEC for investors who
     bought auction rate securities from Citigroup, UBS,
     Wachovia, Merrill Lynch, RBC Capital Markets Corp., and Bank
     of America.  The SEC has finalized the Citi and UBS
     settlements.

   * Brought a landmark enforcement action against a trader who
     spread false rumors designed to drive down the price of
     stock.

   * Charged two Bear Stearns hedge fund managers for
     fraudulently misleading investors about the financial state
     of the firm's two largest hedge funds and their exposure to
     subprime mortgage-backed securities.

   * Charged two Wall Street brokers with defrauding their
     customers when making more than $1 billion in unauthorized
     purchases of subprime-related auction rate securities.

   * Charged five California brokers for pushing homeowners into
     risky and unsustainable subprime mortgages, and then
     fraudulently selling them securities that were paid for with
     the mortgage proceeds.

   * Charged Fannie Mae and Freddie Mac with accounting fraud in
     2006 and 2007 respectively, and the companies paid more than
     $450 million in penalties to settle the SEC's charges.

The SEC added that it has taken swift action to stabilize
financial markets:

   * Adopted a package of measures to strengthen investor
     protections against naked short selling, including rules
     requiring a hard T+3 close-out, eliminating the options
     market maker exception of Regulation SHO, and expressly
     targeting fraud in short selling transactions.

   * Issued an emergency order to enhance protections against
     naked short selling in the securities of primary dealers,
     Fannie Mae, and Freddie Mac.

   * In close coordination with regulators around the world, took
     temporary emergency action to ban short selling in financial
     securities.

   * Approved emergency rulemaking to ensure disclosure of short
     selling positions by hedge funds and other institutional
     money managers.

   * Issued an emergency order temporarily easing restrictions on
     the ability of issuers to repurchase their securities in
     order to help restore liquidity to the markets.

   * Provided guidance to banks about how to account for credit
     support of money market funds.

   * Wrote rules to strengthen the regulation of credit rating
     agencies and make the limits and purposes of credit ratings
     clearer to investors.

   * Entered into a Memorandum of Understanding with the Federal
     Reserve to make sure key federal financial regulators share
     information and coordinate regulatory activities in
     important areas of common interest.

   * Initiated exams of money market funds to analyze portfolio
     holdings.

   * The SEC's Division of Investment Management worked closely
     with the U.S. Treasury Department to assist with the
     development and operation of the Temporary Guarantee Program
     for Money Market Funds.

   * Mr. Cox has asked Congress to provide the statutory
     authority necessary for government oversight of the $58
     trillion credit default swaps market.

   * Improved oversight and infrastructure for the over-the-
     counter credit default swaps market by executing a
     Memorandum of Understanding with the Federal Reserve Board
     and the Commodity Futures Trading Commission for dealing
     with central counterparties for over-the-counter credit
     default swaps.

   * Approved measures to strengthen oversight of credit rating
     agencies and ensure that firms provide more meaningful
     ratings and greater disclosure to investors. Also performed
     examinations that have led to new rules to reduce rating
     agency conflicts-of-interest.

Moreover, the SEC took actions aimed at enhancing transparency in
financial disclosure:

  -- The Division of Corporation Finance asked financial
     institutions to provide additional disclosure regarding off-
     balance sheet arrangements and the application of fair value
     to financial instruments. The Division also sent letters to
     public companies in December 2007 and March 2008 identifying
     disclosure issues relating to fair value measurements and
     off-balance sheet arrangements.

  -- The Office of Chief Accountant in coordination with FASB
     staff issued additional guidance to clarify issues regarding
     fair value accounting, commenced a Congressionally mandated
     study of fair value accounting, and held a public roundtable
     on the topic.

  -- Continues to look at lessons from the credit crisis and
     determine ways to give investors more transparent, useful,
     and timely information.


* BOND PRICING: For the Week of Dec. 22 - Dec. 26, 2008
-------------------------------------------------------

Company             Coupon       Maturity    Bid Price
-------             ------       --------    ---------
ABITIBI-CONS FIN      7.88%      8/1/2009        63.88
ACE CASH EXPRESS     10.25%     10/1/2014        27.63
ADVANTA CAP TR        8.99%    12/17/2026         5.50
AHERN RENTALS         9.25%     8/15/2013        18.00
AIRTRAN HOLDINGS      7.00%      7/1/2023        57.26
ALABAMA POWER         5.50%     10/1/2042        48.88
ALERIS INTL INC      10.00%    12/15/2016        15.50
AMBASSADORS INTL      3.75%     4/15/2027        29.50
AMD                   5.75%     8/15/2012        34.00
AMER GENL FIN         3.88%     10/1/2009        84.06
AMER GENL FIN         4.63%      9/1/2010        51.25
AMER GENL FIN         4.88%     5/15/2010        59.00
AMER GENL FIN         5.20%    12/15/2011        40.00
AMER GENL FIN         5.38%      9/1/2009        85.43
AMER GENL FIN         5.63%     8/17/2011        45.00
AMER GENL FIN         5.85%      6/1/2013        36.10
AMES TRUE TEMPER     10.00%     7/15/2012        22.00
AMR CORP              9.20%     1/30/2012        38.00
AMR CORP             10.40%     3/10/2011        42.50
ANTIGENICS            5.25%      2/1/2025        24.32
ARCO CHEMICAL CO      9.80%      2/1/2020        22.00
ARCO CHEMICAL CO     10.25%     11/1/2010        31.50
ARVIN INDUSTRIES      7.13%     3/15/2009        91.38
ARVINMERITOR          8.75%      3/1/2012        49.00
ASBURY AUTO GRP       3.00%     9/15/2012        33.00
ASSURED GUARANTY      6.40%    12/15/2066        12.00
ATHEROGENICS INC      1.50%      2/1/2012         8.00
ATHEROGENICS INC      4.50%      9/1/2008         8.25
ATHEROGENICS INC      4.50%      3/1/2011         8.50
AVENTINE RENEW       10.00%      4/1/2017        13.56
AVIS BUDGET CAR       7.63%     5/15/2014        31.45
AVIS BUDGET CAR       7.75%     5/15/2016        27.50
BANK NEW ENGLAND      8.75%      4/1/1999         5.13
BANK NEW ENGLAND      9.88%     9/15/1999         4.13
BANKUNITED CAP        3.13%      3/1/2034        10.00
BEARINGPOINT INC      4.10%    12/15/2024        19.85
BEAZER HOMES USA      4.63%     6/15/2024        43.00
BEAZER HOMES USA      8.38%     4/15/2012        37.50
BEAZER HOMES USA      8.63%     5/15/2011        45.22
BELL MICROPRODUC      3.75%      3/5/2024        18.00
BERRY PLASTICS       10.25%      3/1/2016        32.05
BOISE CASCADE CO      7.35%      2/1/2016        22.00
BON-TON DEPT STR     10.25%     3/15/2014        14.75
BON-TON DEPT STR     10.25%     3/15/2014        12.00
BORDEN INC            8.38%     4/15/2016         8.00
BOWATER INC           6.50%     6/15/2013        10.75
BOWATER INC           9.00%      8/1/2009        25.25
BOWATER INC           9.38%    12/15/2021        10.25
BOWATER INC           9.50%    10/15/2012        10.25
BRODER BROS CO       11.25%    10/15/2010        15.00
BRUNSWICK CORP        5.00%      6/1/2011        60.04
BURLINGTON COAT      11.13%     4/15/2014        30.50
CALLON PETROLEUM      9.75%     12/8/2010        38.00
CAPITALSOURCE         1.63%     3/15/2034        93.50
CARAUSTAR INDS        7.25%      5/1/2010        48.13
CARAUSTAR INDS        7.38%      6/1/2009        59.00
CCH I LLC             9.92%      4/1/2014         4.50
CCH I LLC            10.00%     5/15/2014         6.04
CCH I LLC            11.13%     1/15/2014        14.50
CCH I/CCH I CP       11.00%     10/1/2015        11.25
CCH I/CCH I CP       11.00%     10/1/2015        18.00
CCH II/CCH II CP     10.25%     1/15/2010        41.13
CCH II/CCH II CP     10.25%     9/15/2010        40.50
CCH II/CCH II CP     10.25%     9/15/2010        40.00
CCH II/CCH II CP     10.25%     10/1/2013        35.50
CCH II/CCH II CP     10.25%     10/1/2013        33.06
CCH II/CCH II CP     10.25%     10/1/2013        26.13
CELL GENESYS INC      3.13%     11/1/2011        32.85
CHAMPION ENTERPR      2.75%     11/1/2037        12.75
CHAMPION ENTERPR      7.63%     5/15/2009        83.50
CHAPARRAL ENERGY      8.50%     12/1/2015        40.00
CHAPARRAL ENERGY      8.88%      2/1/2017        24.50
CHARTER COMM HLD      9.63%    11/15/2009        79.98
CHARTER COMM HLD     10.00%      4/1/2009        88.84
CHARTER COMM HLD     10.00%     5/15/2011        23.00
CHARTER COMM HLD     10.75%     10/1/2009        11.93
CHARTER COMM HLD     11.13%     1/15/2011        51.00
CHARTER COMM HLD     11.75%     5/15/2011        18.25
CHARTER COMM INC      6.50%     10/1/2027         3.77
CHENIERE ENERGY       2.25%      8/1/2012        13.38
CITADEL BROADCAS      4.00%     2/15/2011        44.25
CLAIRE'S STORES       9.25%      6/1/2015        21.00
CLAIRE'S STORES      10.50%      6/1/2017        16.50
CLEAR CHANNEL         4.40%     5/15/2011        24.00
CLEAR CHANNEL         4.50%     1/15/2010        54.50
CLEAR CHANNEL         4.90%     5/15/2015        12.06
CLEAR CHANNEL         5.00%     3/15/2012        22.00
CLEAR CHANNEL         5.50%     9/15/2014        14.93
CLEAR CHANNEL         5.50%    12/15/2016        11.50
CLEAR CHANNEL         5.75%     1/15/2013        15.00
CLEAR CHANNEL         6.25%     3/15/2011        30.94
CLEAR CHANNEL         6.88%     6/15/2018         9.00
CLEAR CHANNEL         7.25%    10/15/2027        11.50
CLEAR CHANNEL         7.65%     9/15/2010        67.00
CLEAR CHANNEL        10.75%      8/1/2016        20.75
CMP SUSQUEHANNA       9.88%     5/15/2014         4.13
COEUR D'ALENE         1.25%     1/15/2024        29.00
COEUR D'ALENE         3.25%     3/15/2028        25.53
COMPUCREDIT           3.63%     5/30/2025        26.00
CONEXANT SYSTEMS      4.00%      3/1/2026        45.00
CONSTAR INTL         11.00%     12/1/2012         3.00
COOPER-STANDARD       7.00%    12/15/2012        39.50
COOPER-STANDARD       8.38%    12/15/2014        21.00
CREDENCE SYSTEM       3.50%     5/15/2010        16.75
DAYTON SUPERIOR      13.00%     6/15/2009        50.00
DECODE GENETICS       3.50%     4/15/2011         1.00
DELPHI CORP           6.50%     8/15/2013         1.55
DELPHI CORP           8.25%    10/15/2033        99.98
DELTA PETROLEUM       7.00%      4/1/2015        17.13
DEVELOPERS DIVER      3.50%     8/15/2011        43.50
DEVELOPERS DIVER      3.50%     8/15/2011        43.15
DEX MEDIA INC         8.00%    11/15/2013        17.75
DEX MEDIA WEST        8.50%     8/15/2010        58.25
DEX MEDIA WEST        8.50%     8/15/2010        58.25
DEX MEDIA WEST        9.88%     8/15/2013        23.00
DOLE FOODS CO         7.25%     6/15/2010        70.38
DOLE FOODS CO         8.63%      5/1/2009        95.00
DOLLAR GENERAL        8.63%     6/15/2010        61.50
DR HORTON             5.00%     1/15/2009        99.00
DUANE READE INC       9.75%      8/1/2011        52.00
DUNE ENERGY INC      10.50%      6/1/2012        28.00
DVI INC               9.88%      2/1/2004         8.88
E*TRADE FINL          7.38%     9/15/2013        30.50
E*TRADE FINL          8.00%     6/15/2011        44.50
ENERGY PARTNERS       8.75%      8/1/2010        66.75
ENERGY PARTNERS       9.75%     4/15/2014        33.00
EOP OPERATING LP      4.75%     3/15/2014        15.64
EOP OPERATING LP      6.80%     1/15/2009        98.50
EPIX MEDICAL INC      3.00%     6/15/2024        30.25
EQUISTAR CHEMICA      7.55%     2/15/2026        18.25
FGIC CORP             6.00%     1/15/2034        10.38
FIBERTOWER CORP       9.00%    11/15/2012        21.00
FINLAY FINE JWLY      8.38%      6/1/2012         9.00
FLOTEK INDS           5.25%     2/15/2028        25.00
FONTAINEBLEAU LA     10.25%     6/15/2015         8.75
FORD HOLDINGS         9.30%      3/1/2030        23.94
FORD HOLDINGS         9.38%      3/1/2020        19.03
FORD MOTOR CO         7.40%     11/1/2046        16.93
FORD MOTOR CO         7.50%      8/1/2026        19.56
FORD MOTOR CO         7.75%     6/15/2043        21.25
FORD MOTOR CO         8.88%     1/15/2022        20.25
FORD MOTOR CO         8.90%     1/15/2032        17.50
FORD MOTOR CO         9.22%     9/15/2021        22.00
FORD MOTOR CO         9.50%     9/15/2011        44.00
FORD MOTOR CO         9.95%     2/15/2032        27.48
FORD MOTOR CO         9.98%     2/15/2047        23.00
FORD MOTOR CRED       4.25%     1/20/2009        90.95
FORD MOTOR CRED       4.30%     3/20/2009        86.45
FORD MOTOR CRED       4.35%     2/20/2009        91.73
FORD MOTOR CRED       4.40%     1/20/2009        87.93
FORD MOTOR CRED       4.45%     4/20/2009        80.13
FORD MOTOR CRED       4.50%     2/20/2009        83.90
FORD MOTOR CRED       4.50%     3/20/2009        80.57
FORD MOTOR CRED       4.60%     1/20/2009        97.69
FORD MOTOR CRED       4.65%     4/20/2009        71.63
FORD MOTOR CRED       4.70%     4/20/2009        80.10
FORD MOTOR CRED       4.80%     7/20/2009        58.00
FORD MOTOR CRED       4.90%     5/20/2009        69.16
FORD MOTOR CRED       4.90%     9/21/2009        72.19
FORD MOTOR CRED       4.90%    10/20/2009        51.80
FORD MOTOR CRED       4.90%    10/20/2009        72.36
FORD MOTOR CRED       4.95%    10/20/2009        62.75
FORD MOTOR CRED       5.00%     8/20/2009        75.89
FORD MOTOR CRED       5.00%     8/20/2009        74.89
FORD MOTOR CRED       5.00%     9/21/2009        78.51
FORD MOTOR CRED       5.00%     9/21/2009        72.33
FORD MOTOR CRED       5.00%     9/21/2009        76.58
FORD MOTOR CRED       5.00%    10/20/2009        69.75
FORD MOTOR CRED       5.00%     1/20/2011        23.26
FORD MOTOR CRED       5.00%     2/22/2011        30.86
FORD MOTOR CRED       5.05%     9/21/2009        73.76
FORD MOTOR CRED       5.10%     7/20/2009        53.87
FORD MOTOR CRED       5.10%     8/20/2009        73.73
FORD MOTOR CRED       5.10%    11/20/2009        55.00
FORD MOTOR CRED       5.10%     2/22/2011        32.75
FORD MOTOR CRED       5.15%    11/20/2009        74.32
FORD MOTOR CRED       5.15%    11/20/2009        71.10
FORD MOTOR CRED       5.15%    11/20/2009        67.07
FORD MOTOR CRED       5.15%     1/20/2011        55.06
FORD MOTOR CRED       5.20%     7/20/2009        80.05
FORD MOTOR CRED       5.20%     3/21/2011        31.78
FORD MOTOR CRED       5.20%     3/21/2011        35.92
FORD MOTOR CRED       5.25%     6/22/2009        81.76
FORD MOTOR CRED       5.25%    12/21/2009        49.53
FORD MOTOR CRED       5.25%    12/21/2009        52.00
FORD MOTOR CRED       5.25%     1/20/2010        67.76
FORD MOTOR CRED       5.25%     2/22/2011        35.27
FORD MOTOR CRED       5.25%     3/21/2011        52.00
FORD MOTOR CRED       5.25%     3/21/2011        38.00
FORD MOTOR CRED       5.30%     3/21/2011        30.00
FORD MOTOR CRED       5.30%     4/20/2011        31.76
FORD MOTOR CRED       5.35%     5/20/2009        70.00
FORD MOTOR CRED       5.35%     6/22/2009        56.88
FORD MOTOR CRED       5.35%    12/21/2009        64.16
FORD MOTOR CRED       5.35%     2/22/2011        35.14
FORD MOTOR CRED       5.40%     6/22/2009        73.74
FORD MOTOR CRED       5.40%    12/21/2009        50.00
FORD MOTOR CRED       5.40%     9/20/2011        28.00
FORD MOTOR CRED       5.40%    10/20/2011        33.39
FORD MOTOR CRED       5.45%     4/20/2011        28.68
FORD MOTOR CRED       5.50%     6/22/2009        61.00
FORD MOTOR CRED       5.50%     6/22/2009        65.50
FORD MOTOR CRED       5.50%     1/20/2010        41.15
FORD MOTOR CRED       5.50%     2/22/2010        59.17
FORD MOTOR CRED       5.50%     2/22/2010        40.66
FORD MOTOR CRED       5.50%     2/22/2010        66.72
FORD MOTOR CRED       5.50%     4/20/2011        23.80
FORD MOTOR CRED       5.50%     9/20/2011        32.50
FORD MOTOR CRED       5.50%    10/20/2011        36.00
FORD MOTOR CRED       5.55%     6/21/2010        59.95
FORD MOTOR CRED       5.55%     8/22/2011        37.00
FORD MOTOR CRED       5.55%     9/20/2011        34.00
FORD MOTOR CRED       5.60%    12/20/2010        43.00
FORD MOTOR CRED       5.60%     4/20/2011        34.00
FORD MOTOR CRED       5.60%     8/22/2011        38.00
FORD MOTOR CRED       5.60%     9/20/2011        36.50
FORD MOTOR CRED       5.60%    11/21/2011        18.38
FORD MOTOR CRED       5.65%    12/20/2010        54.00
FORD MOTOR CRED       5.65%     5/20/2011        25.00
FORD MOTOR CRED       5.65%     7/20/2011        36.11
FORD MOTOR CRED       5.65%    11/21/2011        30.50
FORD MOTOR CRED       5.65%    11/21/2011        26.42
FORD MOTOR CRED       5.70%     1/15/2010        70.75
FORD MOTOR CRED       5.70%     3/22/2010        45.61
FORD MOTOR CRED       5.70%     5/20/2011        24.26
FORD MOTOR CRED       5.70%    12/20/2011        14.85
FORD MOTOR CRED       5.75%     1/20/2010        65.91
FORD MOTOR CRED       5.75%     3/22/2010        43.17
FORD MOTOR CRED       5.75%     6/21/2010        38.00
FORD MOTOR CRED       5.75%    10/20/2010        36.00
FORD MOTOR CRED       5.75%     8/22/2011        16.70
FORD MOTOR CRED       5.75%    12/20/2011        37.07
FORD MOTOR CRED       5.75%     2/21/2012        32.00
FORD MOTOR CRED       5.75%     1/21/2014        21.39
FORD MOTOR CRED       5.75%     2/20/2014        28.00
FORD MOTOR CRED       5.80%     1/12/2009        99.50
FORD MOTOR CRED       5.80%     8/22/2011        37.00
FORD MOTOR CRED       5.85%     5/20/2010        50.00
FORD MOTOR CRED       5.85%     6/21/2010        29.40
FORD MOTOR CRED       5.85%     7/20/2010        39.74
FORD MOTOR CRED       5.85%     1/20/2012        33.00
FORD MOTOR CRED       5.90%     7/20/2011        30.78
FORD MOTOR CRED       5.90%     2/21/2012        18.20
FORD MOTOR CRED       5.95%     5/20/2010        40.86
FORD MOTOR CRED       6.00%     2/22/2010        71.17
FORD MOTOR CRED       6.00%     6/21/2010        43.04
FORD MOTOR CRED       6.00%    10/20/2010        43.00
FORD MOTOR CRED       6.00%    10/20/2010        28.50
FORD MOTOR CRED       6.00%    12/20/2010        30.50
FORD MOTOR CRED       6.00%     1/20/2012        21.73
FORD MOTOR CRED       6.00%     1/21/2014        20.03
FORD MOTOR CRED       6.00%     3/20/2014        14.86
FORD MOTOR CRED       6.00%     3/20/2014        20.79
FORD MOTOR CRED       6.00%     3/20/2014        20.78
FORD MOTOR CRED       6.00%     3/20/2014        20.00
FORD MOTOR CRED       6.00%    11/20/2014        19.50
FORD MOTOR CRED       6.05%     7/20/2010        34.02
FORD MOTOR CRED       6.05%     9/20/2010        45.00
FORD MOTOR CRED       6.05%     6/20/2011        29.01
FORD MOTOR CRED       6.05%     2/20/2014        26.50
FORD MOTOR CRED       6.05%    12/22/2014        26.00
FORD MOTOR CRED       6.05%    12/22/2014        26.25
FORD MOTOR CRED       6.05%     2/20/2015        22.50
FORD MOTOR CRED       6.10%     6/20/2011        32.00
FORD MOTOR CRED       6.15%     7/20/2010        40.31
FORD MOTOR CRED       6.15%     9/20/2010        39.28
FORD MOTOR CRED       6.15%     5/20/2011        28.34
FORD MOTOR CRED       6.15%     1/20/2015        26.25
FORD MOTOR CRED       6.20%     5/20/2011        34.00
FORD MOTOR CRED       6.20%     6/20/2011        30.74
FORD MOTOR CRED       6.20%     4/21/2014        19.27
FORD MOTOR CRED       6.20%     3/20/2015        18.71
FORD MOTOR CRED       6.25%     6/20/2011        36.50
FORD MOTOR CRED       6.25%     6/20/2011        36.10
FORD MOTOR CRED       6.25%    12/20/2013        25.00
FORD MOTOR CRED       6.25%     4/21/2014        20.95
FORD MOTOR CRED       6.25%     1/20/2015        26.33
FORD MOTOR CRED       6.30%     3/22/2010        45.78
FORD MOTOR CRED       6.30%     5/20/2010        43.00
FORD MOTOR CRED       6.30%     5/20/2014        27.01
FORD MOTOR CRED       6.35%     9/20/2010        39.00
FORD MOTOR CRED       6.35%     9/20/2010        46.23
FORD MOTOR CRED       6.35%     4/21/2014        23.00
FORD MOTOR CRED       6.40%     8/20/2010        36.79
FORD MOTOR CRED       6.50%     8/20/2010        46.30
FORD MOTOR CRED       6.50%    12/20/2013        26.00
FORD MOTOR CRED       6.50%     2/20/2015        20.82
FORD MOTOR CRED       6.50%     3/20/2015        21.67
FORD MOTOR CRED       6.55%     8/20/2010        31.00
FORD MOTOR CRED       6.55%     7/21/2014        24.25
FORD MOTOR CRED       6.60%    10/21/2013        20.50
FORD MOTOR CRED       6.65%    10/21/2013        22.00
FORD MOTOR CRED       6.65%     6/20/2014        15.33
FORD MOTOR CRED       6.75%     6/20/2014        24.50
FORD MOTOR CRED       6.80%     6/20/2014        27.00
FORD MOTOR CRED       6.80%     3/20/2015        13.54
FORD MOTOR CRED       6.85%     9/20/2013        27.50
FORD MOTOR CRED       6.85%     5/20/2014        18.00
FORD MOTOR CRED       6.85%     6/20/2014        27.00
FORD MOTOR CRED       6.95%     4/20/2010        67.74
FORD MOTOR CRED       6.95%     5/20/2014        25.32
FORD MOTOR CRED       7.00%     7/20/2010        45.00
FORD MOTOR CRED       7.00%     8/15/2012        29.37
FORD MOTOR CRED       7.05%     9/20/2013        28.40
FORD MOTOR CRED       7.10%     9/20/2010        39.00
FORD MOTOR CRED       7.10%     9/20/2013        27.64
FORD MOTOR CRED       7.10%     9/20/2013        26.82
FORD MOTOR CRED       7.15%     8/20/2010        52.00
FORD MOTOR CRED       7.15%     8/20/2010        53.00
FORD MOTOR CRED       7.25%     3/22/2010        45.00
FORD MOTOR CRED       7.25%    10/25/2011        49.50
FORD MOTOR CRED       7.25%     7/20/2017        18.53
FORD MOTOR CRED       7.38%    10/28/2009        70.00
FORD MOTOR CRED       7.38%      2/1/2011        59.00
FORD MOTOR CRED       7.40%     8/21/2017        20.76
FORD MOTOR CRED       7.88%     6/15/2010        62.59
FORD MOTOR CRED       8.63%     11/1/2010        60.80
FORD MOTOR CRED       9.75%     9/15/2010        60.88
FORD MOTOR CRED       9.75%     9/15/2010        62.75
FORD MOTOR CRED       9.88%     8/10/2011        61.00
FREESCALE SEMICO     10.13%    12/15/2016        37.00
FREMONT GEN CORP      7.88%     3/17/2009        38.50
GENCORP INC           4.00%     1/16/2024        68.45
GENERAL MOTORS        6.75%      5/1/2028        13.08
GENERAL MOTORS        7.13%     7/15/2013        16.13
GENERAL MOTORS        7.20%     1/15/2011        16.20
GENERAL MOTORS        7.40%      9/1/2025        13.64
GENERAL MOTORS        7.70%     4/15/2016        13.00
GENERAL MOTORS        8.10%     6/15/2024        18.05
GENERAL MOTORS        8.25%     7/15/2023        14.00
GENERAL MOTORS        8.38%     7/15/2033        15.94
GENERAL MOTORS        8.80%      3/1/2021        15.00
GENERAL MOTORS        9.40%     7/15/2021        14.00
GENERAL MOTORS        9.45%     11/1/2011        13.38
GENWORTH GLOBAL       5.65%     7/15/2016        13.00
GENWORTH GLOBAL       6.10%     4/15/2033        15.00
GEORGIA GULF CRP      7.13%    12/15/2013        29.75
GEORGIA GULF CRP      9.50%    10/15/2014        31.00
GEORGIA GULF CRP     10.75%    10/15/2016        26.50
GGP LP                3.98%     4/15/2027        10.66
GMAC LLC              4.25%     3/15/2009        62.00
GMAC LLC              4.50%     4/15/2009        44.00
GMAC LLC              4.60%     4/15/2009        65.15
GMAC LLC              4.70%     5/15/2009        52.81
GMAC LLC              4.85%     5/15/2009        93.76
GMAC LLC              4.90%    10/15/2009        38.80
GMAC LLC              4.90%    10/15/2009        39.15
GMAC LLC              4.95%    10/15/2009        40.00
GMAC LLC              5.00%     8/15/2009        75.00
GMAC LLC              5.00%     8/15/2009        40.00
GMAC LLC              5.00%     9/15/2009        62.60
GMAC LLC              5.00%     9/15/2009        38.50
GMAC LLC              5.00%     9/15/2009        40.00
GMAC LLC              5.00%    10/15/2009        35.50
GMAC LLC              5.05%     7/15/2009        68.43
GMAC LLC              5.10%     8/15/2009        65.38
GMAC LLC              5.10%     9/15/2009        38.50
GMAC LLC              5.20%    11/15/2009        33.88
GMAC LLC              5.20%    11/15/2009        69.46
GMAC LLC              5.25%     5/15/2009        84.85
GMAC LLC              5.25%     6/15/2009        40.73
GMAC LLC              5.25%     7/15/2009        68.13
GMAC LLC              5.25%     7/15/2009        37.00
GMAC LLC              5.25%     8/15/2009        37.90
GMAC LLC              5.25%    11/15/2009        31.65
GMAC LLC              5.25%    11/15/2009        50.00
GMAC LLC              5.25%     1/15/2014        20.05
GMAC LLC              5.30%     1/15/2010        33.50
GMAC LLC              5.35%     6/15/2009        30.00
GMAC LLC              5.35%    11/15/2009        33.00
GMAC LLC              5.40%     5/15/2009        95.47
GMAC LLC              5.40%     6/15/2009        34.15
GMAC LLC              5.40%    12/15/2009        71.25
GMAC LLC              5.40%    12/15/2009        49.00
GMAC LLC              5.50%     6/15/2009        34.58
GMAC LLC              5.50%     1/15/2010        48.39
GMAC LLC              5.63%     5/15/2009        89.75
GMAC LLC              5.70%     6/15/2013        14.52
GMAC LLC              5.70%    10/15/2013        12.14
GMAC LLC              5.70%    12/15/2013         9.94
GMAC LLC              5.75%     1/15/2010        70.12
GMAC LLC              5.75%     1/15/2014        14.50
GMAC LLC              5.85%     2/15/2010        29.86
GMAC LLC              5.85%     5/15/2013        15.00
GMAC LLC              5.85%     6/15/2013        13.90
GMAC LLC              5.85%     6/15/2013        11.44
GMAC LLC              5.90%    12/15/2013        14.71
GMAC LLC              5.90%    12/15/2013        17.10
GMAC LLC              5.90%     1/15/2019        13.25
GMAC LLC              6.00%     4/15/2009        66.86
GMAC LLC              6.00%     1/15/2010        21.08
GMAC LLC              6.00%     2/15/2010        33.50
GMAC LLC              6.00%     2/15/2010        45.00
GMAC LLC              6.00%      4/1/2011        46.84
GMAC LLC              6.00%    12/15/2011        47.99
GMAC LLC              6.00%     7/15/2013        12.00
GMAC LLC              6.00%    11/15/2013        20.04
GMAC LLC              6.00%    12/15/2013        12.00
GMAC LLC              6.00%     2/15/2019        13.25
GMAC LLC              6.00%     3/15/2019        12.00
GMAC LLC              6.05%     3/15/2010        30.00
GMAC LLC              6.10%     4/15/2009        37.91
GMAC LLC              6.10%     4/15/2009        58.60
GMAC LLC              6.10%    11/15/2013        14.00
GMAC LLC              6.15%     4/15/2009        49.73
GMAC LLC              6.15%     3/15/2010        26.00
GMAC LLC              6.15%     9/15/2013        12.50
GMAC LLC              6.15%    11/15/2013        15.50
GMAC LLC              6.15%    12/15/2013        13.00
GMAC LLC              6.20%    11/15/2013        14.60
GMAC LLC              6.20%     4/15/2019        11.80
GMAC LLC              6.25%     5/15/2009        89.25
GMAC LLC              6.25%     6/15/2009        87.10
GMAC LLC              6.25%     3/15/2013        14.50
GMAC LLC              6.25%     7/15/2013        20.87
GMAC LLC              6.25%    10/15/2013        14.05
GMAC LLC              6.25%    11/15/2013        11.00
GMAC LLC              6.25%    12/15/2018        15.00
GMAC LLC              6.25%     5/15/2019        14.00
GMAC LLC              6.30%     3/15/2013        11.00
GMAC LLC              6.30%    10/15/2013        14.00
GMAC LLC              6.30%    11/15/2013        22.00
GMAC LLC              6.35%     5/15/2013        12.00
GMAC LLC              6.38%     6/15/2010        14.86
GMAC LLC              6.38%     1/15/2014        26.71
GMAC LLC              6.40%     3/15/2013        11.80
GMAC LLC              6.45%     2/15/2013        17.00
GMAC LLC              6.50%     6/15/2009        71.65
GMAC LLC              6.50%    10/15/2009        34.00
GMAC LLC              6.50%     3/15/2010        43.63
GMAC LLC              6.50%     5/15/2012        19.50
GMAC LLC              6.50%     7/15/2012        12.50
GMAC LLC              6.50%     2/15/2013        20.00
GMAC LLC              6.50%     3/15/2013        11.00
GMAC LLC              6.50%     4/15/2013        13.30
GMAC LLC              6.50%     5/15/2013        14.13
GMAC LLC              6.50%     6/15/2013        25.00
GMAC LLC              6.50%     8/15/2013        15.00
GMAC LLC              6.50%    11/15/2013        12.38
GMAC LLC              6.50%     6/15/2018        13.25
GMAC LLC              6.50%    11/15/2018        14.50
GMAC LLC              6.50%    12/15/2018        11.25
GMAC LLC              6.50%     5/15/2019        11.25
GMAC LLC              6.60%     8/15/2016         9.82
GMAC LLC              6.60%     5/15/2018        14.72
GMAC LLC              6.60%     6/15/2019        10.87
GMAC LLC              6.63%    10/15/2011        11.90
GMAC LLC              6.65%     6/15/2018        13.00
GMAC LLC              6.65%    10/15/2018        11.87
GMAC LLC              6.65%    10/15/2018        10.21
GMAC LLC              6.65%     2/15/2020        15.00
GMAC LLC              6.70%     6/15/2009        39.50
GMAC LLC              6.70%     7/15/2009        34.88
GMAC LLC              6.70%     5/15/2014        10.91
GMAC LLC              6.70%     5/15/2014        10.00
GMAC LLC              6.70%     8/15/2016        15.00
GMAC LLC              6.70%     6/15/2018        20.00
GMAC LLC              6.70%    11/15/2018        18.50
GMAC LLC              6.75%    11/15/2009        38.64
GMAC LLC              6.75%     9/15/2011        45.30
GMAC LLC              6.75%    10/15/2011        12.08
GMAC LLC              6.75%    10/15/2011        18.00
GMAC LLC              6.75%     9/15/2012        20.00
GMAC LLC              6.75%     9/15/2012        13.50
GMAC LLC              6.75%    10/15/2012        14.00
GMAC LLC              6.75%     4/15/2013        14.00
GMAC LLC              6.75%     4/15/2013        14.00
GMAC LLC              6.75%     6/15/2014        13.75
GMAC LLC              6.75%     12/1/2014        48.00
GMAC LLC              6.75%     7/15/2016        13.25
GMAC LLC              6.75%     8/15/2016        17.00
GMAC LLC              6.75%     9/15/2016        14.00
GMAC LLC              6.75%     6/15/2017        17.00
GMAC LLC              6.75%     3/15/2018        10.60
GMAC LLC              6.75%     9/15/2018        10.04
GMAC LLC              6.75%    11/15/2018        12.91
GMAC LLC              6.75%     5/15/2019        13.98
GMAC LLC              6.80%     7/15/2009        38.00
GMAC LLC              6.80%    11/15/2009        35.00
GMAC LLC              6.80%    12/15/2009        20.89
GMAC LLC              6.80%     2/15/2013        11.81
GMAC LLC              6.80%     4/15/2013        13.35
GMAC LLC              6.85%     7/15/2009        51.41
GMAC LLC              6.85%    10/15/2009        36.70
GMAC LLC              6.88%     8/28/2012        42.25
GMAC LLC              6.88%    10/15/2012        26.61
GMAC LLC              6.88%     4/15/2013        25.00
GMAC LLC              6.88%     8/15/2016        14.00
GMAC LLC              6.88%     7/15/2018        14.50
GMAC LLC              6.90%     6/15/2009        44.00
GMAC LLC              6.90%     6/15/2017        14.00
GMAC LLC              6.90%     7/15/2018        20.00
GMAC LLC              6.95%     8/15/2009        35.00
GMAC LLC              6.95%     6/15/2017        14.78
GMAC LLC              7.00%     7/15/2009        79.85
GMAC LLC              7.00%     8/15/2009        78.09
GMAC LLC              7.00%     9/15/2009        39.24
GMAC LLC              7.00%     9/15/2009        38.00
GMAC LLC              7.00%    10/15/2009        36.90
GMAC LLC              7.00%    10/15/2009        42.00
GMAC LLC              7.00%    11/15/2009        67.18
GMAC LLC              7.00%    11/15/2009        67.03
GMAC LLC              7.00%    12/15/2009        60.00
GMAC LLC              7.00%     1/15/2010        50.53
GMAC LLC              7.00%     3/15/2010        20.83
GMAC LLC              7.00%    10/15/2011        16.00
GMAC LLC              7.00%     9/15/2012        12.76
GMAC LLC              7.00%    10/15/2012        27.00
GMAC LLC              7.00%    12/15/2012        11.00
GMAC LLC              7.00%     1/15/2013        25.00
GMAC LLC              7.00%     6/15/2017        15.00
GMAC LLC              7.00%     7/15/2017        11.80
GMAC LLC              7.00%     2/15/2018        13.60
GMAC LLC              7.00%     2/15/2018        14.75
GMAC LLC              7.00%     2/15/2018        10.61
GMAC LLC              7.00%     3/15/2018        10.60
GMAC LLC              7.00%     5/15/2018        14.40
GMAC LLC              7.00%     8/15/2018        13.25
GMAC LLC              7.00%     9/15/2018        10.00
GMAC LLC              7.05%    10/15/2009        72.01
GMAC LLC              7.05%     3/15/2018        10.42
GMAC LLC              7.05%     3/15/2018        10.41
GMAC LLC              7.05%     4/15/2018        10.93
GMAC LLC              7.10%     1/15/2013        30.75
GMAC LLC              7.10%     1/15/2013        35.30
GMAC LLC              7.13%     8/15/2009        65.50
GMAC LLC              7.13%     8/15/2012        10.08
GMAC LLC              7.13%    12/15/2012        11.00
GMAC LLC              7.13%    10/15/2017        20.00
GMAC LLC              7.15%     8/15/2009        65.16
GMAC LLC              7.15%     8/15/2010        27.00
GMAC LLC              7.15%    11/15/2012        15.50
GMAC LLC              7.20%     8/15/2009        32.00
GMAC LLC              7.20%    10/15/2017        21.60
GMAC LLC              7.25%    11/15/2009        35.50
GMAC LLC              7.25%     8/15/2012        12.00
GMAC LLC              7.25%    12/15/2012        26.25
GMAC LLC              7.25%    12/15/2012        11.71
GMAC LLC              7.25%     9/15/2017        11.20
GMAC LLC              7.25%     9/15/2017        14.00
GMAC LLC              7.25%     9/15/2017        12.00
GMAC LLC              7.25%     1/15/2018        10.42
GMAC LLC              7.25%     4/15/2018        16.24
GMAC LLC              7.25%     4/15/2018        21.00
GMAC LLC              7.25%     8/15/2018        21.25
GMAC LLC              7.25%     8/15/2018        11.25
GMAC LLC              7.25%     9/15/2018        12.00
GMAC LLC              7.30%    12/15/2017        15.00
GMAC LLC              7.30%     1/15/2018        14.00
GMAC LLC              7.35%     4/15/2018        15.00
GMAC LLC              7.38%     4/15/2018        11.63
GMAC LLC              7.40%    12/15/2017        14.00
GMAC LLC              7.50%    10/15/2012        13.00
GMAC LLC              7.50%     8/15/2017        21.25
GMAC LLC              7.50%    11/15/2017        10.00
GMAC LLC              7.50%    11/15/2017        15.14
GMAC LLC              7.50%    12/15/2017        11.50
GMAC LLC              7.55%     8/15/2010        30.00
GMAC LLC              7.63%    11/15/2012        16.30
GMAC LLC              7.70%     8/15/2010        35.00
GMAC LLC              7.70%     8/15/2010        46.57
GMAC LLC              7.75%    10/15/2012        13.00
GMAC LLC              7.85%     8/15/2010        56.24
GMAC LLC              7.88%    11/15/2012        15.50
GMAC LLC              8.00%     6/15/2010        16.25
GMAC LLC              8.00%     6/15/2010        62.01
GMAC LLC              8.00%     6/15/2010        23.75
GMAC LLC              8.00%     7/15/2010        21.38
GMAC LLC              8.00%     7/15/2010        20.00
GMAC LLC              8.00%     9/15/2010        30.00
GMAC LLC              8.00%     8/15/2015        16.00
GMAC LLC              8.00%    10/15/2017        16.50
GMAC LLC              8.00%    11/15/2017        22.63
GMAC LLC              8.05%     4/15/2010        30.00
GMAC LLC              8.13%     9/15/2009        81.94
GMAC LLC              8.20%     7/15/2010        24.80
GMAC LLC              8.25%     9/15/2012        20.27
GMAC LLC              8.40%     4/15/2010        18.14
GMAC LLC              8.40%     8/15/2015        15.10
GMAC LLC              8.40%     8/15/2015        25.10
GMAC LLC              8.50%     5/15/2010        31.00
GMAC LLC              8.50%    10/15/2010        54.35
GMAC LLC              8.50%    10/15/2010        40.50
GMAC LLC              8.50%     8/15/2015        17.00
GMAC LLC              8.65%     8/15/2015        14.00
GMAC LLC              8.88%      6/1/2010        50.42
GOLDMAN SACHS         3.88%     1/15/2009       100.05
GRAPHIC PACKAGE       8.63%     2/15/2012        40.75
HAIGHTS CROSS OP     11.75%     8/15/2011        34.25
HARRAHS OPER CO       5.38%    12/15/2013        20.50
HARRAHS OPER CO       5.50%      7/1/2010        57.90
HARRAHS OPER CO       5.63%      6/1/2015        16.00
HARRAHS OPER CO       5.75%     10/1/2017        14.54
HARRAHS OPER CO       6.50%      6/1/2016        13.00
HARRAHS OPER CO       8.00%      2/1/2011        36.00
HARRAHS OPER CO      10.75%      2/1/2016        28.25
HARRY & DAVID OP      9.00%      3/1/2013        32.50
HAWAIIAN TELCOM       9.75%      5/1/2013        10.00
HAWAIIAN TELCOM      12.50%      5/1/2015         1.63
HAWKER BEECHCRAF      9.75%      4/1/2017        25.50
HEADWATERS INC        2.88%      6/1/2016        47.55
HERTZ CORP            6.35%     6/15/2010        57.00
HERTZ CORP            7.40%      3/1/2011        42.50
HERTZ CORP            9.00%     11/1/2009        98.00
HEXION US/NOVA        9.75%    11/15/2014        26.88
HILTON HOTELS         7.50%    12/15/2017        13.70
HILTON HOTELS         7.63%     12/1/2012        40.00
HINES NURSERIES      10.25%     10/1/2011        26.50
HUMAN GENOME          2.25%    10/15/2011        27.75
HUMAN GENOME          2.25%     8/15/2012        24.94
HUTCHINSON TECH       3.25%     1/15/2026        26.89
IDEARC INC            8.00%    11/15/2016         9.75
IDEARC INC            8.00%    11/15/2016         8.00
INCYTE CORP           3.50%     2/15/2011        51.03
INDALEX HOLD         11.50%      2/1/2014        10.88
INN OF THE MOUNT     12.00%    11/15/2010        39.63
INTCOMEX INC         11.75%     1/15/2011        37.00
INTERPUBLIC GRP       7.25%     8/15/2011        58.60
INTL LEASE FIN        6.38%     3/15/2009        99.97
ISOLAGEN INC          3.50%     11/1/2024        15.00
ISTAR FINANCIAL       4.88%     1/15/2009        99.86
ISTAR FINANCIAL       5.13%      4/1/2011        38.00
ISTAR FINANCIAL       5.13%      4/1/2011        32.00
ISTAR FINANCIAL       5.15%      3/1/2012        26.54
ISTAR FINANCIAL       5.38%     4/15/2010        56.73
ISTAR FINANCIAL       5.50%     6/15/2012        32.00
ISTAR FINANCIAL       5.65%     9/15/2011        35.30
ISTAR FINANCIAL       5.80%     3/15/2011        31.00
ISTAR FINANCIAL       5.95%    10/15/2013        24.00
ISTAR FINANCIAL       6.00%    12/15/2010        40.59
ISTAR FINANCIAL       6.50%    12/15/2013        29.50
ISTAR FINANCIAL       8.63%      6/1/2013        37.25
JEFFERSON SMURFI      7.50%      6/1/2013        15.00
JEFFERSON SMURFI      8.25%     10/1/2012        15.00
K HOVNANIAN ENTR      6.25%     1/15/2015        23.00
K HOVNANIAN ENTR      6.38%    12/15/2014        31.10
K HOVNANIAN ENTR      6.50%     1/15/2014        26.13
K HOVNANIAN ENTR      7.50%     5/15/2016        23.50
K HOVNANIAN ENTR      7.75%     5/15/2013        25.00
K HOVNANIAN ENTR      8.00%      4/1/2012        31.12
K HOVNANIAN ENTR      8.63%     1/15/2017        22.00
K HOVNANIAN ENTR      8.88%      4/1/2012        30.00
KAR HOLDINGS         10.00%      5/1/2015        31.00
KELLWOOD CO           7.63%    10/15/2017         9.00
KELLWOOD CO           7.88%     7/15/2009        47.50
KEMET CORP            2.25%    11/15/2026        18.50
KEYSTONE AUTO OP      9.75%     11/1/2013        38.50
KIMBALL HILL INC     10.50%    12/15/2012         1.00
KNIGHT RIDDER         4.63%     11/1/2014        17.87
KNIGHT RIDDER         5.75%      9/1/2017        16.50
KNIGHT RIDDER         6.88%     3/15/2029        12.50
KNIGHT RIDDER         7.13%      6/1/2011        27.06
KNIGHT RIDDER         7.15%     11/1/2027        20.00
KNIGHT RIDDER         9.88%     4/15/2009        90.00
LANDAMERICA           3.13%    11/15/2033        16.00
LANDAMERICA           3.25%     5/15/2034        16.00
LAZYDAYS RV          11.75%     5/15/2012        11.88
LEAR CORP             8.50%     12/1/2013        29.00
LEHMAN BROS HLDG      3.95%    11/10/2009         8.03
LEHMAN BROS HLDG      4.00%      8/3/2009         6.00
LEHMAN BROS HLDG      4.00%     4/16/2019         3.50
LEHMAN BROS HLDG      4.25%     1/27/2010         8.20
LEHMAN BROS HLDG      4.38%    11/30/2010         7.90
LEHMAN BROS HLDG      4.50%     7/26/2010         8.05
LEHMAN BROS HLDG      4.50%      8/3/2011         9.35
LEHMAN BROS HLDG      4.70%      3/6/2013         1.05
LEHMAN BROS HLDG      4.80%     2/27/2013         3.00
LEHMAN BROS HLDG      4.80%     3/13/2014         8.05
LEHMAN BROS HLDG      4.80%     6/24/2023         5.19
LEHMAN BROS HLDG      5.00%     1/14/2011         7.50
LEHMAN BROS HLDG      5.00%     1/22/2013         9.53
LEHMAN BROS HLDG      5.00%     2/11/2013         4.56
LEHMAN BROS HLDG      5.00%     3/27/2013         4.56
LEHMAN BROS HLDG      5.00%     6/26/2015         4.25
LEHMAN BROS HLDG      5.00%      8/5/2015         5.00
LEHMAN BROS HLDG      5.00%    12/18/2015         4.35
LEHMAN BROS HLDG      5.00%     5/28/2023         1.83
LEHMAN BROS HLDG      5.00%     5/30/2023         1.67
LEHMAN BROS HLDG      5.00%     6/10/2023         1.40
LEHMAN BROS HLDG      5.00%     6/17/2023         4.45
LEHMAN BROS HLDG      5.10%     1/28/2013         4.00
LEHMAN BROS HLDG      5.10%     2/15/2020         1.89
LEHMAN BROS HLDG      5.15%      2/4/2015         7.06
LEHMAN BROS HLDG      5.20%     5/13/2020         1.14
LEHMAN BROS HLDG      5.25%      2/6/2012         8.04
LEHMAN BROS HLDG      5.25%     2/11/2015         3.75
LEHMAN BROS HLDG      5.25%      3/8/2020         3.00
LEHMAN BROS HLDG      5.25%     5/20/2023         1.34
LEHMAN BROS HLDG      5.35%     2/25/2018         2.44
LEHMAN BROS HLDG      5.35%     3/13/2020         4.00
LEHMAN BROS HLDG      5.35%     6/14/2030         4.00
LEHMAN BROS HLDG      5.38%      5/6/2023         4.60
LEHMAN BROS HLDG      5.40%      3/6/2020         4.56
LEHMAN BROS HLDG      5.40%     3/20/2020         4.67
LEHMAN BROS HLDG      5.40%     3/30/2029         4.56
LEHMAN BROS HLDG      5.40%     6/21/2030         2.31
LEHMAN BROS HLDG      5.45%     3/15/2025         2.33
LEHMAN BROS HLDG      5.45%      4/6/2029         4.56
LEHMAN BROS HLDG      5.45%     2/22/2030         1.91
LEHMAN BROS HLDG      5.45%     7/19/2030         1.40
LEHMAN BROS HLDG      5.45%     9/20/2030         5.97
LEHMAN BROS HLDG      5.50%      4/4/2016        10.25
LEHMAN BROS HLDG      5.50%      2/4/2018         2.33
LEHMAN BROS HLDG      5.50%     2/19/2018         2.00
LEHMAN BROS HLDG      5.50%     11/4/2018         1.02
LEHMAN BROS HLDG      5.50%     2/27/2020         7.07
LEHMAN BROS HLDG      5.50%     8/19/2020         1.10
LEHMAN BROS HLDG      5.50%     3/14/2023         2.03
LEHMAN BROS HLDG      5.50%      4/8/2023         2.66
LEHMAN BROS HLDG      5.50%     4/15/2023         3.00
LEHMAN BROS HLDG      5.50%     4/23/2023         1.15
LEHMAN BROS HLDG      5.50%      8/5/2023         5.25
LEHMAN BROS HLDG      5.50%     10/7/2023         3.00
LEHMAN BROS HLDG      5.50%     1/27/2029         5.06
LEHMAN BROS HLDG      5.50%      2/3/2029         7.06
LEHMAN BROS HLDG      5.50%      8/2/2030         1.10
LEHMAN BROS HLDG      5.55%     2/11/2018         7.20
LEHMAN BROS HLDG      5.55%      3/9/2029         4.75
LEHMAN BROS HLDG      5.55%     1/25/2030         3.21
LEHMAN BROS HLDG      5.55%     9/27/2030         1.40
LEHMAN BROS HLDG      5.55%    12/31/2034         3.00
LEHMAN BROS HLDG      5.60%     1/22/2018         4.38
LEHMAN BROS HLDG      5.60%     9/23/2023        10.00
LEHMAN BROS HLDG      5.60%     2/17/2029         3.21
LEHMAN BROS HLDG      5.60%     2/24/2029         4.75
LEHMAN BROS HLDG      5.60%      3/2/2029         2.44
LEHMAN BROS HLDG      5.60%     2/25/2030         1.40
LEHMAN BROS HLDG      5.60%      5/3/2030         1.35
LEHMAN BROS HLDG      5.63%     1/24/2013         8.40
LEHMAN BROS HLDG      5.63%     3/15/2030         1.35
LEHMAN BROS HLDG      5.65%    11/23/2029         3.14
LEHMAN BROS HLDG      5.65%     8/16/2030         1.38
LEHMAN BROS HLDG      5.65%    12/31/2034         2.89
LEHMAN BROS HLDG      5.70%     1/28/2018         4.56
LEHMAN BROS HLDG      5.70%     2/10/2029         1.05
LEHMAN BROS HLDG      5.70%     4/13/2029         1.67
LEHMAN BROS HLDG      5.70%      9/7/2029         1.89
LEHMAN BROS HLDG      5.70%    12/14/2029         2.88
LEHMAN BROS HLDG      5.75%     4/25/2011         8.00
LEHMAN BROS HLDG      5.75%     7/18/2011         8.05
LEHMAN BROS HLDG      5.75%     5/17/2013         8.05
LEHMAN BROS HLDG      5.75%     3/27/2023         1.77
LEHMAN BROS HLDG      5.75%    10/15/2023         3.18
LEHMAN BROS HLDG      5.75%    10/21/2023         2.67
LEHMAN BROS HLDG      5.75%    11/12/2023         2.10
LEHMAN BROS HLDG      5.75%    11/25/2023         1.10
LEHMAN BROS HLDG      5.75%    12/16/2028         2.00
LEHMAN BROS HLDG      5.75%    12/23/2028         0.90
LEHMAN BROS HLDG      5.75%     8/24/2029         1.90
LEHMAN BROS HLDG      5.75%     9/14/2029         3.00
LEHMAN BROS HLDG      5.75%    10/12/2029         4.50
LEHMAN BROS HLDG      5.75%     3/29/2030         3.00
LEHMAN BROS HLDG      5.80%      9/3/2020         2.00
LEHMAN BROS HLDG      5.80%    10/25/2030         1.67
LEHMAN BROS HLDG      5.85%     11/8/2030         3.00
LEHMAN BROS HLDG      5.88%    11/15/2017         7.00
LEHMAN BROS HLDG      5.90%      5/4/2029         0.72
LEHMAN BROS HLDG      5.90%      2/7/2031         2.05
LEHMAN BROS HLDG      5.95%    12/20/2030         2.29
LEHMAN BROS HLDG      6.00%     7/19/2012        10.00
LEHMAN BROS HLDG      6.00%     1/22/2020         1.10
LEHMAN BROS HLDG      6.00%     2/12/2020         1.00
LEHMAN BROS HLDG      6.00%     1/29/2021         4.98
LEHMAN BROS HLDG      6.00%    10/23/2028         1.19
LEHMAN BROS HLDG      6.00%    11/18/2028         2.78
LEHMAN BROS HLDG      6.00%     5/11/2029         5.00
LEHMAN BROS HLDG      6.00%     7/20/2029         4.00
LEHMAN BROS HLDG      6.00%     4/30/2034         3.03
LEHMAN BROS HLDG      6.00%     7/30/2034         1.68
LEHMAN BROS HLDG      6.00%     2/21/2036         2.33
LEHMAN BROS HLDG      6.00%     2/24/2036         4.30
LEHMAN BROS HLDG      6.00%     2/12/2037         3.77
LEHMAN BROS HLDG      6.05%     6/29/2029         5.00
LEHMAN BROS HLDG      6.10%     8/12/2023         3.14
LEHMAN BROS HLDG      6.15%     4/11/2031         4.20
LEHMAN BROS HLDG      6.20%     9/26/2014         8.00
LEHMAN BROS HLDG      6.20%     6/15/2027         2.35
LEHMAN BROS HLDG      6.20%     5/25/2029         2.01
LEHMAN BROS HLDG      6.25%      2/5/2021         1.52
LEHMAN BROS HLDG      6.25%     2/22/2023         1.70
LEHMAN BROS HLDG      6.30%     3/27/2037         1.10
LEHMAN BROS HLDG      6.40%    10/11/2022         4.35
LEHMAN BROS HLDG      6.40%    12/19/2036         9.75
LEHMAN BROS HLDG      6.50%     2/28/2023         4.13
LEHMAN BROS HLDG      6.50%      3/6/2023         4.20
LEHMAN BROS HLDG      6.50%     9/20/2027         4.00
LEHMAN BROS HLDG      6.50%    10/18/2027         1.10
LEHMAN BROS HLDG      6.50%    10/25/2027         4.50
LEHMAN BROS HLDG      6.50%    11/15/2032         7.06
LEHMAN BROS HLDG      6.50%     1/17/2033         2.90
LEHMAN BROS HLDG      6.50%    12/22/2036         3.50
LEHMAN BROS HLDG      6.50%     2/13/2037         2.00
LEHMAN BROS HLDG      6.50%     6/21/2037         3.34
LEHMAN BROS HLDG      6.50%     7/13/2037         7.75
LEHMAN BROS HLDG      6.60%     10/3/2022         3.90
LEHMAN BROS HLDG      6.60%     6/18/2027         6.00
LEHMAN BROS HLDG      6.63%     1/18/2012         6.89
LEHMAN BROS HLDG      6.63%     7/27/2027         3.50
LEHMAN BROS HLDG      6.75%    12/28/2017         0.03
LEHMAN BROS HLDG      6.75%      7/1/2022         2.70
LEHMAN BROS HLDG      6.75%    11/22/2027         3.00
LEHMAN BROS HLDG      6.75%     3/11/2033         2.00
LEHMAN BROS HLDG      6.75%    10/26/2037         2.00
LEHMAN BROS HLDG      6.80%      9/7/2032         3.00
LEHMAN BROS HLDG      6.85%     8/16/2032         1.88
LEHMAN BROS HLDG      6.85%     8/23/2032         4.27
LEHMAN BROS HLDG      6.88%      5/2/2018        10.00
LEHMAN BROS HLDG      6.88%     7/17/2037         0.01
LEHMAN BROS HLDG      6.90%      9/1/2032         3.66
LEHMAN BROS HLDG      6.90%     6/20/2036         7.50
LEHMAN BROS HLDG      7.00%     5/12/2023         2.67
LEHMAN BROS HLDG      7.00%     9/27/2027        10.25
LEHMAN BROS HLDG      7.00%     10/4/2032         3.00
LEHMAN BROS HLDG      7.00%     7/27/2037         8.90
LEHMAN BROS HLDG      7.00%     9/28/2037         3.00
LEHMAN BROS HLDG      7.00%    11/16/2037         3.00
LEHMAN BROS HLDG      7.00%    12/28/2037         4.50
LEHMAN BROS HLDG      7.00%     1/31/2038         3.50
LEHMAN BROS HLDG      7.00%      2/1/2038         4.17
LEHMAN BROS HLDG      7.00%      2/7/2038         5.10
LEHMAN BROS HLDG      7.00%      2/8/2038         2.34
LEHMAN BROS HLDG      7.00%     4/22/2038         3.00
LEHMAN BROS HLDG      7.05%     2/27/2038         3.50
LEHMAN BROS HLDG      7.25%     2/27/2038         4.67
LEHMAN BROS HLDG      7.25%     4/29/2038         2.87
LEHMAN BROS HLDG      7.35%      5/6/2038         4.75
LEHMAN BROS HLDG      7.73%    10/15/2023         4.00
LEHMAN BROS HLDG      7.88%     11/1/2009         6.80
LEHMAN BROS HLDG      7.88%     8/15/2010         8.25
LEHMAN BROS HLDG      8.00%     3/17/2023         8.63
LEHMAN BROS HLDG      8.05%     1/15/2019         4.56
LEHMAN BROS HLDG      8.50%      8/1/2015         7.75
LEHMAN BROS HLDG      8.50%     6/15/2022         5.25
LEHMAN BROS HLDG      8.80%      3/1/2015         6.00
LEHMAN BROS HLDG      8.92%     2/16/2017         7.00
LEHMAN BROS HLDG      9.50%    12/28/2022         2.25
LEHMAN BROS HLDG      9.50%     1/30/2023         4.00
LEHMAN BROS HLDG      9.50%     2/27/2023         3.06
LEHMAN BROS HLDG     10.00%     3/13/2023         4.00
LEHMAN BROS HLDG     10.38%     5/24/2024         3.53
LEHMAN BROS HLDG     11.00%    10/25/2017         2.00
LEHMAN BROS HLDG     11.00%     6/22/2022         4.75
LEHMAN BROS HLDG     11.00%     3/17/2028         9.70
LEHMAN BROS HLDG     11.50%     9/26/2022         4.75
LEHMAN BROS HLDG     12.12%     9/11/2009         8.63
LEHMAN BROS HLDG     18.00%     7/14/2023         4.00
LEHMAN BROS INC       7.50%      8/1/2026         1.00
LEVEL 3 COMM INC      3.50%     6/15/2012        35.18
LEVEL 3 COMM INC      5.25%    12/15/2011        39.88
LEVEL 3 COMM INC      6.00%     3/15/2010        73.75
LIFECARE HOLDING      9.25%     8/15/2013        39.75
LITHIA MOTORS         2.88%      5/1/2014        83.50
LOCAL INSIGHT        11.00%     12/1/2017        25.00
LOEHMANNS CAP        12.00%     10/1/2011        50.50
LOEHMANNS CAP        13.00%     10/1/2011        51.63
MAGMA DESIGN          2.00%     5/15/2010        57.75
MAGNA ENTERTAINM      8.55%     6/15/2010        40.13
MAJESTIC STAR         9.50%    10/15/2010        28.38
MAJESTIC STAR         9.75%     1/15/2011         1.15
MANDALAY RESORTS      9.38%     2/15/2010        75.30
MASONITE CORP        11.00%      4/6/2015         8.50
MERISANT CO           9.50%     7/15/2013        10.00
MERISANT CO           9.50%     7/15/2013        13.38
MERITOR AUTO          6.80%     2/15/2009        90.00
MERIX CORP            4.00%     5/15/2013        25.25
MERRILL LYNCH         4.13%     1/15/2009        99.50
MERRILL LYNCH         7.41%      3/9/2011        83.00
MERRILL LYNCH        12.00%     3/26/2010    #N/A N.A.
METALDYNE CORP       10.00%     11/1/2013        20.75
METALDYNE CORP       11.00%     6/15/2012         7.40
MGM MIRAGE            8.38%      2/1/2011        60.10
MICHAELS STORES      11.38%     11/1/2016        32.13
MILLENNIUM AMER       7.63%    11/15/2026         6.00
MOMENTIVE PERFOR     11.50%     12/1/2016        33.75
MOMENTIVE PERFOR     11.50%     12/1/2016        28.00
MORRIS PUBLISH        7.00%      8/1/2013         8.00
MUZAK LLC             9.88%     3/15/2009        87.10
MUZAK LLC/FIN        10.00%     2/15/2009        79.50
NATL FINANCIAL        0.75%      2/1/2012        29.06
NAVISTAR FINL CP      4.75%      4/1/2009        88.00
NCI BLDG SYSTEMS      2.13%    11/15/2024        70.27
NCI BLDG SYSTEMS      2.13%    11/15/2024        70.01
NEBRASKA BOOK CO      8.63%     3/15/2012        45.00
NEFF CORP            10.00%      6/1/2015        15.00
NELNET INC            5.13%      6/1/2010        58.50
NETWORK COMMUNIC     10.75%     12/1/2013        27.01
NEW PAGE CORP        10.00%      5/1/2012        39.88
NEW PLAN EXCEL        4.50%      2/1/2011        26.50
NEW PLAN EXCEL        5.13%     9/15/2012        25.00
NEW PLAN EXCEL        7.40%     9/15/2009        41.00
NEW PLAN EXCEL        7.50%     7/30/2029        13.98
NEW PLAN REALTY       6.90%     2/15/2028        18.00
NEW PLAN REALTY       7.65%     11/2/2026        12.00
NEW PLAN REALTY       7.68%     11/2/2026         6.00
NEW PLAN REALTY       7.97%     8/14/2026         9.25
NEWARK GROUP INC      9.75%     3/15/2014         5.00
NEWPAGE CORP         10.00%      5/1/2012        41.00
NEWPAGE CORP         12.00%      5/1/2013        25.00
NORTH ATL TRADNG      9.25%      3/1/2012        36.25
NORTHERN TEL CAP      7.88%     6/15/2026        12.45
NTK HOLDINGS INC      0.00%      3/1/2014        21.38
NUVEEN INVEST         5.00%     9/15/2010        42.80
NUVEEN INVEST         5.50%     9/15/2015        21.73
NUVEEN INVESTM       10.50%    11/15/2015        21.63
OLIN CORP             6.75%     6/15/2016         9.75
OLIN CORP             9.13%    12/15/2011        25.38
OSCIENT PHARM         3.50%     4/15/2011         9.25
OSI RESTAURANT       10.00%     6/15/2015        22.00
OSI RESTAURANT       10.00%     6/15/2015        22.13
PALM HARBOR           3.25%     5/15/2024        35.00
PANOLAM INDUSTRI     10.75%     10/1/2013        38.25
PARK PLACE ENT        7.50%      9/1/2009        35.10
PARK PLACE ENT        7.88%     3/15/2010        65.53
PARK PLACE ENT        8.13%     5/15/2011        45.00
PARK PLACE ENT        8.13%     5/15/2011        45.38
PILGRIM'S PRIDE       7.63%      5/1/2015        26.25
PILGRIM'S PRIDE       8.38%      5/1/2017         7.15
PILGRIMS PRIDE        9.25%    11/15/2013         1.00
PINNACLE AIRLINE      3.25%     2/15/2025        66.50
PLIANT CORP          11.13%      9/1/2009        15.00
PLY GEM INDS          9.00%     2/15/2012        17.50
POLYONE CORP          8.88%      5/1/2012        47.00
POWERWAVE TECH        1.88%    11/15/2024        20.00
PREGIS CORP          12.38%    10/15/2013        40.50
PREIT ASSOCIATES      4.00%      6/1/2012        31.37
PRESIDENTIAL LFE      7.88%     2/15/2009       100.00
PRIMUS TELECOM        3.75%     9/15/2010        17.00
PRIMUS TELECOM        8.00%     1/15/2014         5.00
PRIMUS TELECOM       12.75%    10/15/2009         2.00
PRIMUS TELECOMM      14.25%     5/20/2011        15.50
PROLOGIS              7.88%     5/15/2009        57.00
PROVIDENCE SERV       6.50%     5/15/2014        17.50
QUALITY DISTRIBU      9.00%    11/15/2010        15.00
RADIAN GROUP          7.75%      6/1/2011        44.50
RADIAN GROUP          7.75%      6/1/2011        41.63
RADIO ONE INC         8.88%      7/1/2011        51.00
RAFAELLA APPAREL     11.25%     6/15/2011        39.63
RAIT FINANCIAL        6.88%     4/15/2027        33.73
RATHGIBSON INC       11.25%     2/15/2014        22.25
RAYOVAC CORP          8.50%     10/1/2013         8.70
READER'S DIGEST       9.00%     2/15/2017         7.63
REALOGY CORP         10.50%     4/15/2014        17.02
REALOGY CORP         12.38%     4/15/2015        14.00
REEBOK INTL LTD       2.00%      5/1/2024        67.00
RESIDENTIAL CAP       8.00%     2/22/2011        14.50
RESIDENTIAL CAP       8.38%     6/30/2010        26.25
RESIDENTIAL CAP       8.38%     6/30/2010        20.50
RESIDENTIAL CAP       8.50%      6/1/2012        14.50
RESIDENTIAL CAP       8.50%     4/17/2013        14.00
RESIDENTIAL CAP       8.88%     6/30/2015        20.25
RESIDENTIAL CAP       8.88%     6/30/2015        14.50
RESIDENTIAL CAP       8.50%     5/15/2010        33.38
REXNORD CORP         10.13%    12/15/2012        11.50
RH DONNELLEY          6.88%     1/15/2013        12.50
RH DONNELLEY          6.88%     1/15/2013        12.25
RH DONNELLEY          6.88%     1/15/2013        13.13
RH DONNELLEY          8.88%     1/15/2016        12.00
RH DONNELLEY          8.88%    10/15/2017        13.75
RH DONNELLEY          8.88%    10/15/2017        11.63
RH DONNELLEY INC     11.75%     5/15/2015        31.83
RITE AID CORP         6.88%     8/15/2013        27.50
RITE AID CORP         7.70%     2/15/2027        20.25
RITE AID CORP         8.13%      5/1/2010        90.00
RITE AID CORP         8.50%     5/15/2015        28.75
RITE AID CORP         9.25%      6/1/2013        32.13
ROTECH HEALTHCA       9.50%      4/1/2012        21.00
ROUSE CO LP/TRC       6.75%      5/1/2013        35.13
ROUSE COMPANY         3.63%     3/15/2009        41.00
ROUSE COMPANY         7.20%     9/15/2012        30.00
ROUSE COMPANY         8.00%     4/30/2009        38.50
SABRE HOLDINGS        8.35%     3/15/2016        20.12
SABRE HOLDINGS        7.35%      8/1/2011        30.00
SCOTIA PAC CO         7.11%     1/20/2014        28.50
SEARS ROEBUCK AC      7.50%     1/15/2013        38.00
SEITEL INC            9.75%     2/15/2014        35.10
SEQUA CORP           11.75%     12/1/2015        34.88
SERVICEMASTER CO      7.25%      3/1/2038        19.00
SIMMONS CO            7.88%     1/15/2014        29.50
SINCLAIR BROAD        3.00%     5/15/2027        50.50
SIRIUS SATELLITE      2.50%     2/15/2009        80.50
SIRIUS SATELLITE      9.63%      8/1/2013        19.02
SIX FLAGS INC         4.50%     5/15/2015         9.00
SIX FLAGS INC         8.88%      2/1/2010        19.00
SIX FLAGS INC         9.63%      6/1/2014        14.00
SIX FLAGS INC         9.75%     4/15/2013        13.59
SMURFIT-STONE         8.00%     3/15/2017        17.50
SONIC AUTOMOTIVE      5.25%      5/7/2009        93.00
SONIC AUTOMOTIVE      8.63%     8/15/2013        43.00
SOUTHWN ENERGY        7.63%      5/1/2027        90.00
SPACEHAB INC          5.50%    10/15/2010        58.20
SPANSION LLC         11.25%     1/15/2016         5.50
SPECTRUM BRANDS       7.38%      2/1/2015        17.56
STALLION OILFIEL      9.75%      2/1/2015        24.63
STANLEY-MARTIN        9.75%     8/15/2015        28.00
STATION CASINOS       6.00%      4/1/2012        20.31
STATION CASINOS       6.50%      2/1/2014         5.00
STATION CASINOS       6.63%     3/15/2018         8.00
STATION CASINOS       6.88%      3/1/2016         7.75
STATION CASINOS       7.75%     8/15/2016        19.25
STONE CONTAINER       8.38%      7/1/2012        20.20
SWIFT TRANS CO       12.50%     5/15/2017         8.13
TEKNI-PLEX INC       12.75%     6/15/2010        73.25
TERPHANE HLDING      12.50%     6/15/2009        78.63
TERPHANE HLDING      12.50%     6/15/2009        78.63
THORNBURG MTG         8.00%     5/15/2013        20.00
THORNBURG MTGE       12.00%     3/31/2015         4.88
TIMES MIRROR CO       6.61%     9/15/2027         1.00
TIMES MIRROR CO       7.25%      3/1/2013         5.00
TIMES MIRROR CO       7.25%    11/15/2096         2.00
TIMES MIRROR CO       7.50%      7/1/2023         3.00
TOUSA INC             9.00%      7/1/2010         1.50
TOUSA INC             9.00%      7/1/2010         3.93
TOYS R US             7.63%      8/1/2011        41.50
TRANS-LUX CORP        8.25%      3/1/2012        35.00
TRANSMERIDIAN EX     12.00%    12/15/2010        35.50
TRAVELPORT LLC        9.88%      9/1/2014        37.25
TRAVELPORT LLC       11.88%      9/1/2016        27.00
TRIBUNE CO            4.88%     8/15/2010         4.00
TRIBUNE CO            5.25%     8/15/2015         4.89
TRIBUNE CO            5.67%     12/8/2008         2.50
TRONOX WORLDWIDE      9.50%     12/1/2012        10.00
TRUE TEMPER           8.38%     9/15/2011        34.00
TRUMP ENTERTNMNT      8.50%      6/1/2015        14.50
UAL CORP              4.50%     6/30/2021        48.00
UAL CORP              5.00%      2/1/2021        47.50
UNISYS CORP           6.88%     3/15/2010        52.00
UNISYS CORP           8.00%    10/15/2012        30.00
UNISYS CORP          12.50%     1/15/2016        31.90
UNITED MERCH&MFG      3.50%     3/31/2022         1.00
UNIV CITY DEVEL      11.75%      4/1/2010        63.50
UNIV CITY FL HLD      8.38%      5/1/2010        46.00
UNIVISION COMM        7.85%     7/15/2011        55.08
UNO RESTAURANT       10.00%     2/15/2011        41.75
US LEASING INTL       6.00%      9/6/2011        19.20
US SHIPPING PART     13.00%     8/15/2014        35.38
USFREIGHTWAYS         8.50%     4/15/2010        51.00
VALASSIS COMM         6.63%     1/15/2009        99.00
VALASSIS COMM         8.25%      3/1/2015        27.00
VALASSIS COMM         8.25%      3/1/2015        26.88
VENOCO INC            8.75%    12/15/2011        46.38
VERASUN ENERGY        9.38%      6/1/2017        11.50
VERENIUM CORP         5.50%      4/1/2027        19.09
VERSO PAPER          11.38%      8/1/2016        29.75
VIANT HOLDINGS       10.13%     7/15/2017        29.63
VION PHARM INC        7.75%     2/15/2012        22.00
VISTEON CORP          7.00%     3/10/2014        12.12
VISTEON CORP          8.25%      8/1/2010        22.50
VITESSE SEMICOND      1.50%     10/1/2024        51.00
WASH MUT BANK NV      5.55%     6/16/2010        19.83
WASH MUT BANK NV      5.95%     5/20/2013         1.00
WASH MUTUAL INC       4.20%     1/15/2010        65.34
WASH MUTUAL INC       4.63%      4/1/2014        19.50
WASH MUTUAL INC       8.25%      4/1/2010        20.00
WCI COMMUNITIES       4.00%      8/5/2023         9.13
WCI COMMUNITIES       6.63%     3/15/2015        10.00
WCI COMMUNITIES       7.88%     10/1/2013         1.02
WILLIAM LYON          7.50%     2/15/2014        15.00
WILLIAM LYON          7.63%    12/15/2012        27.63
WILLIAM LYON          7.63%    12/15/2012        29.00
WILLIAM LYON         10.75%      4/1/2013        18.00
WIMAR OP LLC/FIN      9.63%    12/15/2014         0.94
WOLVERINE TUBE       10.50%      4/1/2009        79.50
XM SATELLITE         10.00%     12/1/2009        37.38
XM SATELLITE         13.00%      8/1/2013        24.00
YOUNG BROADCSTNG      8.75%     1/15/2014         2.08
YOUNG BROADCSTNG     10.00%      3/1/2011         1.00


                             *********

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 ***