TCR_Public/090105.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, January 5, 2009, Vol. 13, No. 4

                             Headlines


222 SOUTH CALDWELL: Creditors Unlikely to Receive Payment
ABIGAIL ADAMS: Bank Unit to Merge with Premier in All-Stock Deal
ABITIBI-CONSOLIDATED: Posts C$181 Million Net Loss in 3rd Quarter
ADVANCED BIOENERGY: Auditor Raises Going Concern Doubt
ALLIED SECURITY: September 30 Balance Sheet Upside-Down by $30MM

AMERICAN TIRE: Moody's Affirms 'B3' Corp. Rating on Am-Pac Deal
AMERICAN TONERSERV: Completes iPrint Acquisition for $1.5MM Cash
AMERICAN TONERSERV: Appoints Monarch Bay as Investment Banker
AMERICAN FIBERS: Asks Approval of $1.5MM Sale of 25-Acre Lot
AMERICAN FIBERS: Court Approves Bid Procedures; Auction Set Jan. 5

ARK II MANUFACTURING: Assets to be Sold at Jan. 10 Public Auction
ASSURED PHARMACY: Sept. 30 Balance Sheet Upside Down by $6.9MM
ASTORIA BAY: Chapter 11 Filing Cancels Taggart Building Auction
AXESSTEL INC: Bryan B. Min Resigns as Board Chairman
BERNARD MADOFF: Releases Info on Assets; SEC Won't Release Data

BERNARD MADOFF: SIPC, Trustee Report Initial Recovery of Assets
BRAY & GILLESPIE: Wants to Borrow $2-Mil. from Glenmont Capital
BRITTANIA BULKERS: Voluntary Chapter 15 Case Summary
BROADSTRIPE LLC: Case Summary & 28 Largest Unsecured Creditors
BSML INC: Appoints Dr. Robert J. Troell to Board of Directors

BUFALLO THUNDER: Liquidity Concerns Cue S&P to Cut Ratings to B-
CAPITAL CORP: Posts $54.6 Million Net Loss in Third Quarter
CELLEGY PHARMA: September 30 Balance Sheet Upside Down by $2,000
CENTERLINE CAV: Picerne CA Selling CAV's Interest in Partnership
CHESAPEAKE CORP: Chapter 11 Petitions Prompt Moody's 'D' Rating

CHESAPEAKE CORP: S&P's Corp. Credit Rating Tumble to 'D'
CHINA HEALTH: Sept. 30 Balance Sheet Upside Down by $4.9 Million
CHRISTIAN BERNARD: Files for Chapter 7 Liquidation
CHRYSLER LLC: Receives $4 Billion Low-Interest Loan from Gov't
COMFORT COMPANY: Court Sets Jan. 26 Deadline to Accept/Reject Plan

CONSTAR INTERNATIONAL: Chapter 11 Petition Cues Moody's 'D' Rating
CONSTAR INTERNATIONAL: Expects to Emerge Not Later than March 30
CONSTAR INTERNATIONAL: S&P Cuts Rating on $220 Mil. Notes to 'D'
CONTINENTAL AIRLINES: May Deepen Partnership with United Airlines
CREATIVE LOAFING: Lays Off Seven Staffers

CREDIT SUISSE: S&P Cuts Rating on Class M Certificates to 'D'
COUNT ME IN: Sent to Chapter 7 By Alaska Sports Clubs
DELTA AIR: Reluctant on NWA Dreamliner Orders
DELTEK INC: September 30 Balance Sheet Upside-Down by $62 Million
DOUBLE EAGLE: Auditor Raises Going Concern Doubt

DUKE FUNDING: S&P Junks Ratings on Class A-1 & A-2 Notes
DYNAMIC RESPONSE: Sept. 30 Balance Sheet Upside Down by $3.7MM
EASTBRIDGE INVESTMENT: Posts $107,865 Net Loss in 3rd Quarter
EDDIE WIGGINS: Files for Chapter 11 Due to Unpaid Debts by GM
EMCORE CORPORATION: Auditor Raises Going Concern Doubt

FANNIE MAE: Says IndyMac Must Repurchase $1BB of Home Mortgages
FEDERAL TRUST: Posts $10.2 Million Net Loss in 3rd Quarter
FOOTHILLS RESOURCES: Has Until Jan. 30 to Deliver Financials
FORD MOTOR: Vehicle Sales in US Drop Almost 19% in 2008
FORSTER DRILLING: CFO and Controller Garrick Clayton Steps Down

FRONTIER AIRLINES: Has Long-Term Labor Deal with Maintenance Staff
FRONTIER AIRLINES: Inks Long Term Pact with Pilots
FRONTIER AIRLINES: Court OKs Rejection of Pepsi Center Sponsorship
GENERAL DATACOMM: Can't File Annual Report on Time
GENERAL GROWTH: Picks Weil Gotshal as New Bankruptcy Counsel

GENERAL MOTORS: Board of Directors Approves Amendment of Bylaws
GINN-LA CONDUIT: Files for Chapter 7 Liquidation
GINN-LA CS: Files for Chapter 7 Liquidation
GMAC LLC: Ezra Merkin May Leave Chairperson Post at Unit
GMAC LLC: S&P Downgrades Selected Ratings to 'SD' From 'CC'

HARRAH'S ENTERTAINMENT: Affiliate Issues $214MM of 10% Sr. Notes
HARRAH'S ENTERTAINMENT: Board Amends Mgt. Equity Incentive Plan
HARRAH'S ENTERTAINMENT: Completes $2.1BB Notes Exchange Offering
ICEWEB INC: Auditor Raises Going Concern Doubt
INDYMAC BANK: Must Repurchase $1BB Home Mortgages, Says Fannie

JACKPINE FOREST: Files for Bankruptcy; Lays off Over 100 Workers
JOHNSON BROADCASTING: Files Schedules of Assets and Liabilities
LAND INVESTORS: Moody's Downgrades Corporate Family Rating to 'Ca'
LEHMAN BROTHERS: Seeks July 13 Extension to File Ch. 11 Plan
LEHMAN BROTHERS: Sec. 341(a) Meeting Scheduled for Jan. 29

LEHMAN BROTHERS: Court Formally Approves Neuberger Sale
LEHMAN BROTHERS: Sues Whitworth to Foreclose on Property
LEHMAN BROTHERS: Court OKs Settlement of Barclays' $7-Bil. Claim
LEHMAN BROTHERS: Court Approve Settlement with French Units
LEHMAN BROTHERS: LBI Trustee Wants to Probe Former Officers

LEHMAN BROTHERS: Seeks to Sell Interest in Loan to Thompson
LEVEL 3: S&P Corrects December 29 Rating Press Release
LEVEL 3: S&P Downgrades Rating on Convertible 2009 Notes to 'D'
LIVE CURRENT: Posts $3 Million Net Loss in Quarter Ended Sept. 30
LYONDELLBASELL: Defers Payments to Jan. 4, CRO Awaits Ch. 11

MAGNA ENTERTAINMENT: Inks New Loan Agreement with MI Developments
MAGNA ENTERTAINMENT: Inks Recapitalization Transactions with MID
MAXWELL COMMUNICATION: New York Court Closes Case After 17 Years
MERCURY COMANIES: Court Extends Bar Date to January 30, 2009
MERCURY COMPANIES: Obtains Approval to Sell Aircraft to Global Jet

MERCURY COMPANIES: Wants Plan Filing Period Extended to Feb. 23
MEXICAN RESTAURANT ASSOCIATES: Files for Chapter 7 Liquidation
MILLSTONE II: S&P Withdraws 'AAA' Rating on Class X Notes
MOHAWK CO: Sells Equipment & Fixtures to Repay Creditors
MONOGEN INC: Selects Nancy Ross as Trustee Under CCAA

MPC CORP: To Cease Operations; Will Liquidate Remaining Assets
MSX INTERNATIONAL: Decline in Earnings Cue Moody's Junk Rating
NEVADA UENO: Chapter 11 Bankruptcy Filing Surprises Investors
NORTHWEST AIRLINES: Delta Reluctant on NWA Dreamliner Orders
OCCULOGIX INC: September 30 Balance Sheet Upside-Down by $3MM

ONCOVISTA INNOVATIVE: Sept. 30 Balance Sheet Upside Down by $7.5MM
PARENT COMPANY: Faces Nasdaq Delisting Due to Chapter 11 Filing
PHIBRO ANIMAL: S&P Keeps 'B' Corp. Credit Rating; Outlook Neg.
PROGRESSIVE GAMING: S&P's Corporate Credit Rating Tumbles to 'D'
PULTE HOMES: Amends Credit Agreement with JPMorgan Chase, et. al.

PULTE HOMES: Board Suspends Payment of Regular Quarterly Dividend
QUICK-MED TECH: Sept. 30 Balance Sheet Upside Down by $3.4 Million
RADICAL BUNNY: Court Appoints G. Grant Lyon as Ch. 7 Trustee
RECYCLED PAPER: Files for Chapter 11 to Close Asset Sale to Rival
RECYCLED PAPER: Case Summary & 30 Largest Unsecured Creditors

RHODES COMPANIES: Moody's Downgrades Corp. Family Rating to 'Ca'
SCANTEK MEDICAL: Files for Chapter 11 Bankruptcy in New Jersey
SCANTEK MEDICAL: Case Summary & 20 Largest Unsecured Creditors
SINGLE TOUCH: Auditor Raises Going Concern Doubt
SUNRISE SENIOR: Enters Into Standstill Agreement with Natixis

SUNWEST MANAGEMENT: Lawsuits Lead to CEO's Bankruptcy Filing
SUPERIOR AIR: Case Summary & 20 Largest Unsecured Creditors
TONGLI PHARMACEUTICALS: Still Seeking to Refinance $1 Million Note
TROPICANA INN: Wants to Employ William Cooper as Special Counsel
TRUMP ENTERTAINMENT: Reaches Forbearance Pact With Lenders

UAL CORP: Expects 2.5%-3.5% YoY Revenue for 4th Quarter 2008
UAL CORP: Sells Jets to Boost Liquidity; Pilots Still Reject CEO
UAL CORP: May Deepen Partnership with Continental Airlines
UAL CORP: To Face Antitrust Charges In New Zealand
UAL CORP: To Implement 250 More Job Cuts in January

UNITED ENERGY: Posts $293,783 Net Loss in Quarter Ended Sept. 30
V2K INTERNATIONAL: Auditor Raises Going Concern Doubt
VINEYARD NATIONAL: Posts $28.6 Million Net Loss in 3rd Quarter
WALDEN RESERVE: To Auction 5,835-Acre Property in Tennessee
WATERBROOK PENINSULA: Court Extends DIP Loan for Add'l 30 Days

WAVERLY GARDENS: May Employ HTG Consultants as Valuation Expert
WILLIAM LYON: Moody's Downgrades Corporate Family Rating to 'Caa3'

* Fitch Updates Quantitative Insurer Ratings on 8 Life Insurers
* S&P Says High-Yield Issuance Ends 2008 on Sour Note

* Treasury Releases Guidelines for Targeted Investment Program

* BOND PRICING: For the Week of Dec. 29 - Jan. 2, 2009


                             *********

222 SOUTH CALDWELL: Creditors Unlikely to Receive Payment
---------------------------------------------------------
Susan Stabley at Charlotte Business Journal reports that
contractors and condo buyers that put down deposits at engineer
Pete Verna's bankrupt 222 South Caldwell Street Limited
Partnership are unlikely to get paid.

The Business Journal relates that 222 South Caldwell's unfinished
uptown tower was sold for $14.2 million in a foreclosure auction
that wiped out most claims against the property.  According to the
report, the sale is subject to a 10-day upset-bid period.  The
building at the corner of South Caldwell and Third streets, says
the report, is the primary asset belonging to 222 South Caldwell.

Mr. Verna will still submit financial documents as part of the
bankruptcy process, the Business Journal says, citing Langdon
Cooper, the court-appointed trustee over the property.

222 South Caldwell Street Limited Partnership is a North Carolina
limited partnership.  As reported by Charlotte Business Journal in
August 2008, C.P. Buckner Steel Erection Inc., Southern Steel Co.,
and Gary Williams have jointly filed a petition in U.S. Bankruptcy
Court to put 222 South Caldwell under Chapter 7 liquidation,
claiming a total of $1.85 million against the Debtor.


ABIGAIL ADAMS: Bank Unit to Merge with Premier in All-Stock Deal
----------------------------------------------------------------
Premier Financial Bancorp, Inc. (NASDAQ/GM-PFBI) in Huntington,
West Virginia, a $732 million community bank holding company with
six bank subsidiaries, and Abigail Adams National Bancorp, Inc.
(NASDAQ/GM-AANB) a $436 million bank holding company headquartered
in Washington, DC, have entered into a definitive agreement
whereby Premier will acquire Adams in a 100% stock exchange valued
at approximately $10.9 million based on Premier's closing stock
price on December 31, 2008.  The resulting community banking
organization will have consolidated assets of approximately
$1.2 billion, with approximately $950 million in total deposits
and $800 million in total loans.

According to American Bankruptcy Institute, the investors who
control Abigail Adams, the parent company of the troubled Adams
National Bank, have decided to merge it with a West Virginia bank
that they also control in a deal designed to ensure that Adams
National can weather the financial crisis.

Premier President and CEO Robert W. Walker commented, "We are
pleased that Adams has chosen to merge with Premier.  We certainly
have a history of successfully working through formal regulatory
agreements, reorganizing managerial structures and systems, and
returning banking franchises to profitability.  We believe the
merger with Adams presents us with another opportunity to
revitalize an organization to become a healthy and profitable
community banking institution."

Adams National Bank Executive Vice President Lou Akers stated, "We
are excited by the opportunities to merge with Premier.  We
believe Premier is a vibrant and growing community bank franchise.
Their management team has a history of operating banks that are
strong, healthy performers within their local communities with an
inviting, friendly community bank atmosphere.  Through Premier's
network of affiliated community banks, we will be able to
complement Adams current loan and deposit products."

Abigail Adams is parent company to two subsidiary banks, Adams
National Bank, a $344 million bank headquartered in Washington, DC
and Consolidated Bank & Trust, a $92 million bank headquartered in
Richmond, Virginia.

Premier Financial Bancorp announced a 6.8% increase in its third
quarter 2008 earnings over their third quarter 2007 earnings.
Premier's year-to-date earnings through September 30, 2008 totaled
$5.634 million compared to $5.383 million in the first nine months
of 2007.  Premier also owns Boone County Bank in Madison, West
Virginia, First Central Bank located in Philippi, West Virginia
and Traders Bank in Ravenswood, West Virginia.  In Kentucky,
Premier's affiliates are Citizens Deposit Bank in Vanceburg and
Farmers Deposit Bank in Eminence.  Ohio River Bank headquartered
in Ironton, Ohio is also a community bank owned by Premier.

Under terms of the definitive agreement, each share of Adams
common stock will be converted into 0.4461 shares of Premier
common stock.  Premier anticipates that it will issue
approximately 1,545,000 shares of its common stock.  The
transaction, which is subject to satisfaction of various
contractual conditions and requires approval by regulatory
agencies and the shareholders of Adams and Premier, is anticipated
to close sometime in the first half of 2009.  Baxter Fentriss and
Company served as financial advisor and investment banker for
Premier while RP Financial L.C. served as financial advisor and
investment banker for Adams.


ABITIBI-CONSOLIDATED: Posts C$181 Million Net Loss in 3rd Quarter
-----------------------------------------------------------------
Abitibi-Consolidated Inc. experienced a liquidity shortfall and
faced significant near-term liquidity challenges at the end of the
first quarter of 2008.  "These circumstances lent substantial
doubt as to the ability of Abitibi to meet its obligations as they
became due and, accordingly, substantial doubt as to the
appropriateness of Abitibi's use of accounting principles
applicable to a going concern," William G. Harvey, vice president
and treasurer, said in a regulatory filing dated November 14,
2008.

As of March 31, 2008, the company had a total of C$355 million
(US$346 million) of long-term debt maturing in 2008: C$201 million
(US$196 million) principal amount of its 6.95% Senior Notes due
April 1, 2008 and C$154 million (US$150 million) principal amount
of its 5.25% Senior Notes due June 20, 2008, issued by Abitibi-
Consolidated Company of Canada, a wholly owned subsidiary of
Abitibi.  Additionally, the company had revolving bank credit
facilities with commitments totaling C$710 million (US$695
million) maturing in the fourth quarter of 2008.  These amounts
were successfully refinanced on April 1, 2008.

Abitibi's primary sources of liquidity and capital resources are
cash on hand, cash provided from operations and available proceeds
under the accounts receivable securitization program.  In
addition, cash generated by Donohue Corp. is used, in part, to
service the debt obligations of Abitibi since Abitibi receives
interest from AbitibiBowater Inc. on the note issued as
consideration for the transfer of Donohue to another subsidiary of
AbitibiBowater.  As of September 30, 2008, Abitibi had cash on
hand of approximately C$198 million. Abitibi's third quarter 2008
cash used in operations was C$17 million, an improvement of
C$164 million as compared to the second quarter of 2008.

Abitibi is not expected to have sufficient cash to repay its
$347 million term loan due March 30, 2009, without significant
asset sales or external financing as presently contemplated by
Abitibi's refinancing plans, which Abitibi is actively pursuing.
As a result, while the April 1 refinancings alleviated the
substantial doubt about Abitibi's ability to continue as a going
concern, significant financial uncertainties and challenges remain
for Abitibi to overcome including, but not limited to, Abitibi's
ability to repay or to refinance the $347 million term loan due
March 30, 2009, and to service its considerable debt, including
the new debt resulting from the April 1 refinancings.

If Abitibi defaults under the terms of any of its indebtedness,
some or all of Abitibi's other long-term debt instruments could
also go into default, possibly leading to the acceleration of the
maturity of these obligations and requiring the presentation of
these obligations as current liabilities.

                      Third Quarter of 2008

Net loss in the third quarter of 2008 was $181 million, an
increase in net loss of $235 million, compared to third quarter
2007 net income of $54 million.  The increase in net loss in the
third quarter of 2008 was partially due to a $6 million increase
in operating loss for the comparable periods.  These are the
primary items that resulted in the increase in the 2008 third
quarter net loss:

   -- Interest expense increased $18 million in the third quarter
      of 2008 as compared with the third quarter of 2007,
      primarily as a result of the refinancing transactions.

   -- Translation of foreign currencies decreased by $214 million
      to a loss of $14 million in the third quarter of 2008 as
      compared to a gain of $200 million in the third quarter of
      2007.

In November 2008, Abitibi's parent company, AbitibiBowater Inc.
announced the permanent closure of Abitibi's previously idled
Mackenzie paper mill, based on current market conditions.  Upon
review of the recoverability of the long-lived assets at this
paper mill, Abitibi used this additional information and recorded
long-lived asset impairment charges of C$91 million for the three
and nine months ended September 30, 2008.  The fair value of the
long-lived assets of the Mackenzie paper mill was determined to be
zero based on its estimated sale and salvage value.  Additionally,
C$3 million of mill stores inventory was determined to be unusable
and was recorded in cost of sales.

The company experienced several significant changes in its
economic facts and circumstances resulting in a reconsideration of
the functional currency of each of the company's domestic and
foreign operations.  The primary indicators of change were in cash
flows from intercompany transactions and arrangements and cash
flows from financing activities.  The consideration received from
a subsidiary of AbitibiBowater in the Donohue Corp. transaction
was denominated in U.S. dollars.  Further, the company completed a
series of financing transactions on April 1, 2008.  As a result of
these refinancing transactions, substantially all the company's
debt is now denominated in U.S. dollars.  Consequently, upon
reconsideration, the company concluded that the functional
currency of the majority of the company's Canadian operations had
changed from the Canadian dollar to the U.S. dollar.  The change
in functional currency was accounted for prospectively on July 1,
2008, with no change to previously reported results or balances.
The exchange loss attributable to the remeasurement of the non-
monetary items as of the date of the change in functional currency
was included as part of the foreign currency translation
adjustment included in a separate component of accumulated other
comprehensive loss within shareholders' (deficit) equity.
Effective July 1, 2008, and as a result of the change in
functional currency, the company translates all of its foreign
operations with a functional currency of the U.S. dollar into its
reporting currency of the Canadian dollar.  As a result of
translating these non-monetary assets at the current rate as of
July 1, 2008, the company's non-monetary assets and shareholders'
equity decreased by C$909 million.

As of September 30, 2008, the company's balance sheet showed total
assets of C$4.9 billion and total liabilities of C$5.1 billion,
resulting in total shareholders' deficit of C$227 million.

A full-text copy of the company's third quarter financial results
is available for free at: http://researcharchives.com/t/s?3718

                  About Abitibi-Consolidated Inc.

Abitibi-Consolidated Inc. is a global leader in the production of
newsprint and specialty papers as well as a major producer of wood
products, and generated sales of approximately $4.1 billion in
2007.  Its operations are currently comprised of 15 pulp and paper
mills, 19 sawmills, four remanufacturing facilities, two
engineered wood facilities and eight hydroelectric plants in
Canada, the United States and the United Kingdom.  The company
supplies products to a diverse group of customers worldwide,
marketing its products in over 70 countries.  The company is also
among the world's largest recyclers of newspapers and magazines
and is responsible for the forest management of approximately
16 million hectares of third-party certified sustainable forest
land.


ADVANCED BIOENERGY: Auditor Raises Going Concern Doubt
------------------------------------------------------
McGladrey & Pullen, LLP, in Des Moines, Iowa, in a letter dated
December 29, 2008, to the Board of Directors and Members of
Advanced BioEnergy, LLC, expressed substantial doubt about the
company's ability to continue as a going concern.  The firm
audited the consolidated balance sheets of Advanced BioEnergy,
LLC, and subsidiaries as of September 30, 2008, and 2007, and the
related consolidated statements of operations, changes in members'
equity and cash flows for the years then ended.

"The company has suffered significant losses; its current
liabilities exceed current assets and have defaulted on several
credit agreements.  This raises substantial doubt about the
company's ability to continue as a going concern," McGladrey &
Pullen said.

Richard R. Peterson, interim chief executive officer, vice
president of accounting and finance and chief financial officer,
disclosed in a regulatory filing that the company incurred a loss
of $57,240,000 and used cash of $4,857,000 from operating
activities in the year ended Sept. 30, 2008.  "At September 30,
2008, the company's current liabilities exceed its current assets
by $103,481,000 and it was not able to make scheduled principal
and interest payments on credit facilities in October 2008.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

"We believe our options for refinancing the [secured term loan
note with PJC Capital LLC with an outstanding principal amount of
approximately $10 million] are significantly constrained due to
continued disappointing economics related to the production of
ethanol.  The disappointing economics may force us to accept
financing terms which may significantly impair or render worthless
ABE LLC's existing equity interest in ABE Fairmont which
constitutes the pledged collateral."

"We will continue to work directly with Piper Jaffray & Company,
an affiliate of PJC Capital, to explore all available strategic
alternatives. This may include the sale or divestiture of specific
operating assets, planned merger of all or a part of ABE LLC and
its wholly owned subsidiaries, issuance of various debt
instruments or the sale of our equity securities."

"We are continuing to work directly with WestLB and its advisors
to put in place an agreement whereby WestLB along with other loan
syndicate members would continue to forebear principal and
interest to March 31, 2009.  On October 22, 2008, [Heartland Grain
Fuels, L.P.] failed to pay approximately $1.2 million of interest
due on its existing WestLB Syndicate term loans.  On October 28,
2008, HGF received a Notice of Suspension of Project Accounts from
WestLB notifying HGF of the event of default.  During the
requested period of forbearance to March 31, 2009, HGF would work
with the WestLB Syndicate on a longer-term loan restructuring.
Under current ethanol industry economics HGF is not able to
service its existing debt including its Brown County Subordinated
Revenue Bonds totaling $19.0 million.  The restructuring of the
WestLB Syndicate debt may result in a portion of that debt being
converted into equity of HGF.  A conversion of a portion of WestLB
Syndicate debt into HGF equity would reduce HGF's debt service
obligations in the future reducing both principal and interest
payments due. Any conversion of WestLB Syndicate debt into HGF
equity would reduce ABE LLC's existing ownership in HGF.  Under
current ethanol industry economics the conversion of WestLB
Syndicate debt into HGF equity is expected to significantly reduce
and possibly eliminate ABE LLC's existing wholly owned equity
interest in HGF.  Additionally, any restructuring of the existing
debt with the WestLB Syndicate may cause a partial or total
impairment of the outstanding Revenue Bonds."

"Continuation of the Company is dependent on its ability to meet
cash flow requirements through debt relief, and improvement in
related commodity markets."

"Management intends to seek relief from its creditors on the
timing and amounts of debt service payments and or sell certain
assets to pay existing obligations.  The company will focus on
maximizing margin opportunities and seek efficiencies and expense
savings where possible. However, there is no assurance that the
Company will generate sufficient cash flows from operations or
complete its financing plan or sell certain assets to meet its
obligations on a timely basis."

As of September 30, 2008, the company's balance sheet showed total
assets of $309,706,000, total liabilities of $242,281,000, and
total members' equity of $67,425,000.

                     About Advanced BioEnergy

Advanced BioEnergy, LLC, and its consolidated subsidiaries --
which include ABE Fairmont, LLC, Indiana Renewable Fuels, LLC, ABE
Northfield, LLC, ABE Heartland, LLC (formerly known as HGF
Acquisition, LLC), Heartland Grain Fuels, L.P., and Dakota Fuels,
Inc., the general partner of HGF -- in engaged in the business of
producing ethanol and co-products, including wet, modified wet and
dried distiller grains.  Its operations are carried out primarily
through its operating subsidiaries HGF and ABE Fairmont.


ALLIED SECURITY: September 30 Balance Sheet Upside-Down by $30MM
----------------------------------------------------------------
Allied Security Innovations Inc.'s balance sheet at Sept. 30,
2008, showed total assets of $6,156,968 and total liabilities of
$36,676,852, resulting in a stockholders' deficit of $30,519,884.

For three months ended Sept. 30, 2008, the company posted a net
income of $128,167 compared with a net loss of $3,835,567 for the
same period in the previous year.

ASII had a net loss for the nine months ended Sept. 30, 2008, of
$2,646,287 and a net loss for the nine months ended Sept. 30,
2007, of $5,641,864.

As of Sept. 30, 2008, the company has cash balance in the amount
of $264,825 and current liabilities of $22,608,095.  The total
amount of notes payable and debentures is $18,067,155.  The
company may not have sufficient cash or other assets to meet its
current liabilities.  In order to meet these obligations, the
company may need to raise cash from the sale of securities or from
borrowings.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3719

                      About Allied Security

Based in Wall, New Jersey, Allied Security Innovations Inc.
(OTC BB: ASVN.OB) fka. Digital Descriptor Systems Inc. --
http://www.ddsi-cpc.com/-- develops and markets integrated
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice, and public safety agencies.

Its subsidiary, CGM Applied Security Technologies Inc., with
locations in Wall, N.J. and a factory in Staten Island, N.Y., is a
manufacturer and distributor of Homeland Security products,
including indicative and barrier security seals, security tapes
and related packaging security systems, protective security
products for palletized cargo, physical security systems for
tractors, trailers and containers, as well as a number of highly
specialized authentication products.

                         Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Allied Security Innovations
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 reported that the company did
not generate sufficient cash flows from revenues during the year
ended Dec. 31, 2007, to fund its operations.  The auditing firm
added that at Dec. 31, 2007, the company had negative net working
capital of $32,087,467.


AMERICAN TIRE: Moody's Affirms 'B3' Corp. Rating on Am-Pac Deal
---------------------------------------------------------------
Moody's Investors Service affirmed American Tire Distributors,
Inc.'s debt ratings following the company's December 19, 2008
announcement that it acquired Am-Pac Tire Dist., Inc. from Tokyo-
based Itochu Corp.  The aggregate purchase price was reported as
$75 million less Am-Pac debt repayment, and any net working
capital or other adjustments.  In a related action, Moody's
lowered ATD's speculative grade liquidity rating to SGL-3 from
SGL-2. The ratings outlook remains stable.

The affirmation of ATD's B3 corporate family rating and stable
outlook reflect the strategic benefits of the transaction, which
is expected to significantly strengthen ATD's market position and
distribution capabilities, and further expand ATD's servicing area
into St. Louis and western Texas.  The rating also reflects the
longer-term stability of replacement tire demand, as well as the
company's leading market position, diverse customer base, and
adequate near-term liquidity.  The rating also reflects ATD's high
leverage despite recent improvement in ratios such as Debt/EBITDA,
and emphasizes the company's inconsistent free cash flow
generation over the past several years.  Further constraining the
rating are the company's dependency on purchases from a limited
number of tire suppliers, acquisitive growth strategy, and the
characteristically low margins associated with distribution
businesses.

The SGL downgrade primarily reflects reduced, yet adequate,
remaining availability under the company's $400 million asset-
based revolving credit agreement due to increased borrowing.
ATD's free cash flow turned materially negative over the past year
due to increased investments in working capital, reflecting in
part management's election to carry higher inventories, as well as
increased tax payments and timing of interest and vendor payments.

As of October 4, 2008, approximately $260 million was borrowed
under the company's credit facility, nearly $100 million higher
than last year, while remaining excess availability declined to
about $111 million, or 29% of the available borrowing base, down
from 47% last year.  Nevertheless, near-term liquidity appears
adequate, supported by anticipated seasonal working capital
reduction and improved free cash flow over the near term, as well
as sufficient remaining availability under the revolver.

Rating lowered:

  -- Speculative Grade Liquidity rating to SGL-3 from SGL-2

Ratings affirmed and LGD assessment updated:

  -- Corporate Family Rating at B3
  -- Probability of Default rating at B3
  -- Senior unsecured notes at Caa1 (LGD5, 73%)

The ratings outlook is stable.

The last rating action on ATD was on April 5, 2007, when Moody's
affirmed the company's B3 corporate family rating and changed the
outlook to stable.

ATD's ratings were assigned by evaluating factors Moody's believes
is 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 the company's core industry and ATD's ratings are
believed to be comparable to those of other issuers of similar
credit risk.  American Tire Distributors, Inc., headquartered in
Huntersville, NC, is a wholesale distributor of tires, custom
wheels, and related service equipment.  The company had revenues
of nearly $2 billion during the latest twelve month period ending
October 4, 2008.


AMERICAN TONERSERV: Completes iPrint Acquisition for $1.5MM Cash
----------------------------------------------------------------
American TonerServ Corp. disclosed in a regulatory filing that its
subsidiary iPrint Technologies, LLC, acquired all of the assets of
iPrint Technologies, Inc.'s retail business of providing printing
supplies and service to a variety of companies including Fortune
1000 companies, nationwide.  iPrint's business operations are
located in Chatsworth, California, in the Los Angeles area and in
Larkspur, California, in the Bay Area.

On Oct. 31, 2008, American TonerServ entered into an Asset
Purchase Agreement with iPrint Technologies, LLC, a newly formed
subsidiary of the company, iPrint Technologies, Inc., and Chad
Solter, Darrell Tso, and Scott Muckley, who own all of the stock
of iPrint, relating to the purchase of all of the assets of
iPrint's retail business.

The purchase price for the acquisition consisted of $1.5 million
in cash; $3.5 million in the form of four promissory notes;
5,847,953 shares of common stock valued at $1.5 million; and
warrants to purchase 200,000 shares of the company's common stock
at $0.30 per share.  The subsidiary also assumed liabilities of
iPrint of approximately $990,000 and the obligations of iPrint
under certain contracts and facilities leases.  The assets
acquired by the subsidiary include approximately $1,290,000 in
accounts receivable.

In connection with the acquisition, iPrint Technologies entered
into employment agreements with each of the three Selling
Shareholders, and has offered employment to approximately 13
employees of iPrint.

Pursuant to the terms of the Agreement, Chad Solter, one of the
Selling Shareholders, will have the right to attend all meetings
of the company's board of directors as a nonvoting observer for a
term of 12 months after the closing date.

One of the promissory notes, in the amount of $500,000, bears
interest at the rate of 10% per annum and was due and payable in
full on Nov 30, 2008.

Two of the promissory notes, which are each in the amount of
$575,000 and bear interest at the rate of 5% per annum.  One of
the Short-Term Notes is due within 120 days after the closing
date.  The other Short-Term Note is due in full on the earlier of
(i) 45 days following the end of the second full calendar quarter
(i.e., January through March, April through June, July through
September, or October through December, as applicable) after the
Closing Date in which the earnings before interest, taxes,
depreciation and amortization of the subsidiary for such period
meets or exceeds $250,000; (ii) if not paid at the end of the
second such quarter, then 45 days after the end of the first full
three consecutive calendar months thereafter in which EBITDA of
the Subsidiary for such period meets or exceeds an amount equal to
$250,000; or (iii) if not paid before, on the 1 year anniversary
of the closing date.

One of the promissory notes, in the amount of $1,850,000, bears
interest at the rate of 5% per annum and due and payable in
48 equal monthly installments, commencing on the 13th month after
the closing date.  At the option of the holder, all or a portion
of the outstanding principal and unpaid accrued interest of the
Long-term Note may be converted into shares of common stock of the
company at a conversion price of (i) $0.50 per share if the
conversion occurs on or before the 13th month after the closing
date, or (ii) $1.00 per share if the conversion occurs after the
date that is 13 months after the closing date.

The promissory notes are secured by the assets purchased from
iPrint other than inventory and accounts receivable.

The Short-Term Notes and the Long-Term Note are subject to
reductions in the event that the amount of net working capital
acquired in the transaction is less than $380,000.  The Long-Term
Note is also subject to reduction in the event that the amount of
EBITDA of the Subsidiary for the 12 months after the closing date
is less than $1,000,000.

The 5,847,953 shares of the company's common stock issued in the
transaction are being held in escrow pursuant to an escrow
agreement until 24 months after the closing date, at which time it
will be delivered to iPrint.  The common stock will be subject to
offset in an amount equal to any damages for which the company or
the Subsidiary is entitled to be indemnified pursuant to the
Agreement, but only if and to the extent that the principal
balance of the Long-term Note has been reduced to zero as a result
of the possible adjustments described above.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?371c

             Unregistered Sales of Equity Securities

On Oct. 31, 2008, the company closed on an offering of Units, each
Unit consisting of a 10% Convertible Promissory Note in the amount
of $103,830 and warrants to purchase 125,000 shares of the company
Common Stock.  The Notes will bear interest at 10% per annum
and will be payable interest only for the first twelve months
following the date of the Notes.  During the first 12 months, the
principal amount of the Notes will be convertible into common
stock of the company at a conversion price of $0.30 per share.
The Warrants will be exercisable for a period of three years
following the closing of the offering at an exercise price of
$0.30 per share.  A total of 16.4 Units have been sold at an
offering price of $100,000 per Unit to nine accredited investors,
for a total of $1,640,000 in gross proceeds.  Certain directors of
the company have personally guaranteed the Notes, and these
directors will receive Warrants with the same terms and conditions
as those included in the Units as compensation for providing such
guarantees.

Among the investors in the Units is Mark Warnell, an employee and
Human Resources Manager of the company, who purchased one-half
Unit for $50,000.

The company issued 5,847,953 shares of its Common Stock to iPrint
which shares were not registered under the Act.  In connection
with the issuance of the Common Stock to iPrint, the company
relied upon the exemptions provided by Section 4(2) of the Act.

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.

At. Sept. 30, 2008, the company's balance sheet showed total
assets of $8,292,077, total liabilities of $6,989,010 and
stockholders' equity of $1,303,067.

Three months ended Sept. 30, 2008, the company posted net loss of
$956,081 compared to net loss of $1,234,037 for the same period in
the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $3,408,006 compared to net loss of $3,080,011 for the same
period in the previous year.

At Sept. 30, 2008, the company had a working capital deficit of
$3,189,912 including cash and equivalent balances of $5,421
compared to a working capital deficit balance of $2,121,624 at
Dec. 31, 2007.

                       Going Concern Doubt

The company had a loss of $2,451,925 and had negative cash flows
from operations of $1,326,103 for the six month period ended
June 30, 2008, and had an accumulated deficit of $20,030,765 and a
working capital deficit of $2,935,217 at June 30, 2008.  The
company has significant cash requirements and is not generating
enough cash flows from existing operations to cover its operating
expenses.  The company currently has no external sources of
liquidity.


AMERICAN TONERSERV: Appoints Monarch Bay as Investment Banker
-------------------------------------------------------------
American TonerServ Corp. entered into an engagement agreement with
Monarch Bay Associates, LLC pursuant to which MBA will provide
investment banking services including representing the company in
its efforts to obtain financing on an exclusive basis.

On Dec. 3, 2008, the company terminated its financial advisory
agreement with Merriman Curhan Ford & company pursuant to which
MCF acted as a financial advisor to the company.  In connection
with the termination, MCF waived the 30-day notice requirement in
that agreement.

Pursuant to the terms of the agreement, the company issued 750,000
shares of the company's common stock which shares will not vest
until certain milestones are met.  MCF will also be entitled to
receive certain additional fees upon completion of a sale of
securities to investors introduced to the company by MBA or from
other investors during the time period while MBA is acting as the
company's investment banker.  The company will also reimburse
MBA for certain out of pocket expenses.

In connection with this sale, the company relied upon the
exemptions provided by Section 4(2) of the Act.  MBA is an
accredited investor who had access to complete information
concerning the company.  A restrictive legend will be
placed on the certificate representing the securities issued.

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTC BB:
ASVP) -- http://www.americantonerserv.com/-- is a consolidator in
the highly fragmented printer supplies and services industry.  ATS
acquires, integrates and manages independent businesses that
deliver printer supplies, services and equipment to small/mid-
sized businesses.

At. Sept. 30, 2008, the company's balance sheet showed total
assets of $8,292,077, total liabilities of $6,989,010 and
stockholders' equity of $1,303,067.

Three months ended Sept. 30, 2008, the company posted net loss of
$956,081 compared to net loss of $1,234,037 for the same period in
the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $3,408,006 compared to net loss of $3,080,011 for the same
period in the previous year.

At Sept. 30, 2008, the company had a working capital deficit of
$3,189,912 including cash and equivalent balances of $5,421
compared to a working capital deficit balance of $2,121,624 at
Dec. 31, 2007.

                       Going Concern Doubt

The company had a loss of $2,451,925 and had negative cash flows
from operations of $1,326,103 for the six month period ended
June 30, 2008, and had an accumulated deficit of $20,030,765 and a
working capital deficit of $2,935,217 at June 30, 2008.  The
company has significant cash requirements and is not generating
enough cash flows from existing operations to cover its operating
expenses.  The company currently has no external sources of
liquidity.


AMERICAN FIBERS: Asks Approval of $1.5MM Sale of 25-Acre Lot
------------------------------------------------------------
AFY Holding Company and American Fibers and Yarns Company ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
the private sale of their approximately 25.1-acre property
commonly known as 140 Industrial Boulevard, Bainbridge, Georgia,
for the purchase price of $1,500,000, on an "as is, where is"
basis, free and clear of all liens, to the Development Authority
of Bainbridge and Decatur County, Georgia.

The official committee of unsecured creditors of AFY and General
Capital Corp., the Debtors' postpetition lender have consented to
the sale.

Any liens, claims, encumbrances, and interests will attach to the
proceeds of the sale.

The Debtors tell the Court that, in their informed business
judgment, there is very little, if anything, to be gained by
conducting a formal auction of the Purchased Assets.  The Debtors
believe that it is unlikely there will be other entities willing
and able to overbid the Purchaser for the Purchased Asset, and
that the delay, uncertainty and added administrative expenses
attendant to the auction process would be unfavorable to the
Debtors, their estates and creditors.

                       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 advoisors.  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.


AMERICAN FIBERS: Court Approves Bid Procedures; Auction Set Jan. 5
------------------------------------------------------------------
The U.S. Bankrutpcy Court for the District of Delaware approved
the Bidding Procedures, including the payment of a breakup fee to
thesStalking horse bidder, with respect to the proposed sale of
certain of the property and assets of AFY Holdings Company and
American Fibers and Yarns Company to Maynards Industries (1991)
Inc., or other purchasers who submit higher or otherwise better
offers at the Auction Sale.  These assets comprise of (1)
machinery and equipment; (2) real estate; and (3) inventory.

If qualified bids are received, the Court authorizes the Debtors
to conduct an Auction Sale on Jan. 5, 2009, at the offices of
Young Conaway Stargatt & Taylor, LLP, The Brandywine Building,
1000 West Street, 17th Floor, in Wilmington, Delaware.

Maynards Industries (1991) Inc., a Delaware corporation, has
agreed to purchase the above assets in cash for $1,550,000.

Maynards, the stalking-horse bidder, will pay the deposit of
$155,000 by certified or bank check or by wire transfer.  On the
10th day after the Bankruptcy Court's approval of the sale,
Maynards will pay $295,000 by wire transfer and will a retain a
holdback of $1,100,000 which will be available to the Purchaser
for any claims Purchaser may suffer due to the owner of the
premises at 1051 Colquitt Highway, Bainbridge, Georgia, including
if Landlord prevents any sale taking place at its location on
time.

The Holdback, less any claim of Purchaser due to the interference
form such Landlord, shall be paid to the Debtors upon occurrence
of any of the following: (i) the Landlord Occupancy Agreement
being signed; (ii) completion of the Purchase Auction and removal
of all sold, unabandoned, assets from Seller Landlord Office prior
to April 19, 2009, or (iii) by April 19, 2009.

Should the Debtors consummate a sale other than Maynards, the
Debtors will return the Deposit to Maynards pay a breakup fee
equal to $75,000 which will constitute a super-priority
administrative claim senior to all other administrative expense
claims but junior to any existing super-priority administrative
expense claims.

Full-text copies of the Asset Purchase Agreement, dated Dec. 20,
2008, among Maynards Industries (1991) Inc., AFY Holding company,
and American Fibers & Yarns Company, and a listing of the Acquired
Assets, are available for free at:

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

                       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 advoisors.  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.


ARK II MANUFACTURING: Assets to be Sold at Jan. 10 Public Auction
-----------------------------------------------------------------
Secured creditors of Ark II Manufacturing, LLC, disclosed that
they will offer for sale to the public on Jan. 10, 2009,
substantially all of the assets of Ark II, in which it has a
security interest, at the offices of Jones Day, counsel for the
administrative agent of the secured creditors, at 2727 North
Harwood Street, in Dallas, Texas.

These assets to be sold will consist of accounts receivable, books
and records, chattel paper, deposit accounts, equipment and
fixtures, general intangibles, including patents, trademarks,
copyrights, websites, domain names, software, and intellectual
property, inventory, letters of credit, payment intangibles,
instruments promissory notes, documents of title, interests in
respect of any commercial tort claims, money, cash equivalents,
tax refunds, contract rights, and all proceeds and products,
whether tangible or intangible, of any of the foregoing, including
the capital stock of Ark Manufacturing de Mexico s. De R.L. De CV.

The foregoing assets secure Ark II's obligations to the secured
creditors, which are not less than $81,524,623 (excluding accrued
and accruing interest, fees, costs and other charges).

Assets will be offered for sale, on an "as is, where is" basis, in
bulk only, which means the successful bidder at the Auction must
bid on and be prepared to purchase all of the Assets.

All bids for the assets must be for cash or on terms otherwise
acceptable to the Administrative Agent, contain no contingencies
that are unsatisfactory to the Administrative Agent and, unless
ohterwise agreed to by the Administrative Agent, must be able to
close on the date of the sale of the asets.

For further information regarding the assets or the Auction,
please contact:

          Gregory M. Gordon, Esq. or
          Daniel P. Winikka, Esq.
          Jones Day
          2727 North Harwood Street
          Dallas, Texas 75201
          Tel: (214) 220-3939
          Fax: (214) 969-5100

Locatd in Garretsville, Ohio, Ark II Manufacturing, LLC --
http://www.ark2mfcom/-- is a manufacturer of metal doors and
frames for commercial construction projects sold under the Amweld
and Firedoor brand names as well as a manufacturer of duct work
for commercial construction projects under the Foremost brand
name.  Ark II has manufacturing facilities in the United States
and Mexico.


ASSURED PHARMACY: Sept. 30 Balance Sheet Upside Down by $6.9MM
--------------------------------------------------------------
Assured Pharmacy, Inc.'s balance sheet as of September 30, 2008,
showed total assets of $5,303,159, total liabilities of
$11,541,464, and minority interest of $674,708, resulting in total
stockholders' deficit of $6,913,013.

Robert DelVelcchio, chief executive officer, and Haresh Sheth,
chief financial officer, disclosed in a regulatory filing dated
November 14, 2008, that as of September 30, 2008, the company had
$814,213 in cash.  "As of September 30, 2008, we had current
assets of $3,684,362 and current liabilities of $11,541,464
resulting in a working capital deficit of $7,857,102."

"Operating activities used $2,443,298 in cash for the nine months
ended September 30, 2008, as compared to $1,458,257 for the same
period last year.  Our net loss of $3,405,361 for the nine months
ended September 30, 2008, reduced by non-cash expenses of $759,519
was the primary reason for our negative operating cash flow. In
addition, our inventories increased by $217,987 primarily due to
the fact that our prime vendor relocated to a new location and in
order to minimize disruption in our ability to acquire inventory,
we purchased quantities that we felt were necessary to allow us to
continue to supply our stores during this period of relocation.
An increase of accounts payable and accrued expenses of $633,000
offset the decrease in our cash flows of operating activities.  In
addition, inventory was required for our new store opening during
the nine months ended September 30, 2008.  Investing activities
during the nine months ended September 30, 2008 used $186,283 for
the purchase of property and equipment.  Net cash flows provided
by financing activities during the nine months ended September 30,
2008 was $3,035,489 primarily due to the $2,437,400 we received as
proceeds from the issue of convertible debentures and $1,154,500
from notes issued to related parties during the reporting period."

"On October 7, 2008, we entered into a Securities Purchase
Agreement with APHY Holdings LLC, formed by Enhanced Equity Fund,
L.P. for the purpose of this transaction, pursuant to which,
subject to the satisfaction of certain closing conditions, we
agreed to issue and sell 11,235 shares of our future Series A
Convertible Preferred Stock, par value $0.001 per share and
75,000,001 shares of our common stock to APHY Holdings for an
aggregate purchase price of $12,000,000.01.  We intended to use
the proceeds from the sale for general working capital purposes,
to pay down debt and to pay fees related to the transaction.
Prior to the closing of the Securities Purchase Agreement, on
November 11, 2008, we received notice from APHY Holdings
terminating the Securities Purchase Agreement, effective
immediately."

"As a result of the termination of the Securities Purchase
Agreement, we will be required to seek alternative sources to
finance our operations, service our existing debt (including the
repayment of indebtedness that is past due) and continue our
growth plan.  We intend to obtain such funds through increased
sales and debt and equity financing arrangements, which may be
insufficient to fund our capital expenditures, working capital, or
other cash requirements for the next twelve months.  The inability
to secure sufficient funds in a timely manner would likely have a
material adverse effect on our business, prospects, financial
condition, and results of operations."

"The company is aggressively seeking additional funds to finance
its immediate and long-term operations.  The successful outcome of
future financing activities cannot be determined at this time and
there is no assurance that if achieved, the company will have
sufficient funds to execute its intended business plan or generate
positive operating results.  These factors, among others, raise
substantial doubt about the company's ability to continue as a
going concern."

In response to these problems, management has taken or will take
these actions:

   -- The company is expanding its revenue base beyond the pain
      management sector to service customers that require
      prescriptions to treat cancer, psychiatric, and neurological
      conditions.

   -- The company is aggressively signing up new physicians.

   -- The company retained additional sales personnel to attract
      business.

   -- The company consolidated two pharmacies in Portland, Oregon
      into a single operation. This consolidation is expected to
      allow the company to further leverage its existing
      infrastructure and is expected to result in a reduction of
      costs.

   -- In April 2008, the company entered into a Credit Agreement
      for $2,000,000, which can be extended up to $3,000,000.

   -- In the third quarter of 2008, the company raised $2,037,400
      through the issuance of convertible debentures.

   -- The company will seek to extend the maturity dates of the
      related party payables and unsecured convertible debentures.

As of September 30, 2008, we had an accumulated deficit of
$26,413,555.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3735

                     About Assured Pharmacy

Assured Pharmacy, Inc. is engaged in the business of operating
specialty pharmacies that primarily dispense highly regulated pain
medication. During 2006, the company expanded its business beyond
pain management to service customers that require prescriptions to
treat cancer, psychiatric, and neurological conditions.  The
company offers physicians the ability to electronically transmit
prescriptions to its pharmacies.  The company derives its revenue
primarily from the sale of prescription drugs and does not keep in
inventory non-prescription drugs or health and beauty related
products inventoried at traditional pharmacies.  The majority of
the company's business is derived from repeat business from its
customers.  "Walk-in" prescriptions from physicians are limited.

The company currently has six operating pharmacies.  Four of those
pharmacies are wholly owned and the company has a 94.8% ownership
interest in the two other pharmacies.


ASTORIA BAY: Chapter 11 Filing Cancels Taggart Building Auction
---------------------------------------------------------------
Cassandra Profita at The Daily Astorian reports that Astoria Bay
LLC has filed for Chapter 11 protection, canceling a foreclosure
sale of the Taggart Building on Pier 1.

The Daily Astorian relates that the Port of Astoria was interested
in bidding for Taggart Building, which is in the Port property and
houses the Port's marina offices.  The report says that the Port
Commission already approved a supplemental budget of $2.5 million
for the purchase.

According to The Daily Astorian, the Taggart Building is in
foreclosure and was scheduled to be auctioned to compensate the
Bank of Astoria for unpaid loans to the Taggarts.  The report says
that The Bank of Astoria assumed control of the Taggart Building
and its rent payments after the Taggarts failed to repay almost $2
million in loans.  The Port, according to the report, has been
making its lease payments to the bank.  Astoria Bay owes the Port
about $8,000 in unpaid bills, the report states.  Astoria Bay also
listed Clatsop County as one of its creditors, court documents
say.

Citing Port Executive Director Jack Crider, The Daily Astorian
states that Astoria Bay's filing for Chapter 11 will give the Port
more time to consider an offering price.

Astoria, Oregon-based Astoria Bay LLC is a company started by
former Port of Astoria commissioner Glenn Taggart.  The company
filed for Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Ore.
Case No. 08-37064).  Bradley L. Brown, Esq., who has an office at
Beaverton, Oregon, represents the company in its restructuring
effort.  The company listed assets of $2,924,269 and debts of
$2,620,394.


AXESSTEL INC: Bryan B. Min Resigns as Board Chairman
----------------------------------------------------
Axesstel, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that Bryan B. Min will resign
as chairman of the board for personal reasons, effective Dec. 31,
2008.  The board expects to name a replacement in early 2009, and
after the replacement is named, the board will continue to have
five members.

"I have thoroughly enjoyed the opportunity to serve Axesstel,"
stated Mr. Min.  "During the past several years, the company
resolved many challenges and stayed the course in pursuit to
become a world leader in the fixed wireless and broadband data
products business.  2008, in particular, has been rewarding as we
delivered three consecutive profitable quarters for the first time
in our business and we are on target to exceed our 2008 annual
revenue goal of $100 million.  I believe Axesstel has a better
foundation from which to build in the coming years, and I wish the
company continued success."

Mr. Min became a director in November 2005 and served as chairman
since June 2006.  He is the founder and CEO of Epsilon Systems
Solutions, Inc.

"[Mr. Min]" is an extremely talented executive, and Axesstel was
fortunate to have had the benefit of his expertise and leadership
on the board, said Clark Hickock, CEO of Axesstel.  "We wish him
the best as he turns his focus to Epsilon Systems Solutions and
other matters requiring his attention."

                        About Axesstel Inc.

Headquartered in San Diego, California, Axesstel Inc. (AMEX: AFT)
-- http://www.axesstel.com/-- designs and develops fixed wireless
voice and broadband data products.  Axesstel's product portfolio
includes broadband modems, 3G gateways, voice/data terminals,
fixed wireless desktop phones and public call office phones for
high-speed data and voice calling services.  The company delivers
innovative fixed wireless solutions to leading telecommunications
operators and distributors worldwide.  Axesstel's research and
development center is located in Seoul, South Korea.

Net income was $433,000 compared to a net loss of $3.0 million in
the third quarter of 2007.

For the nine months ended Sept. 28, 2008, the company reported net
income of $1.9 million, compared to a net loss of $4.0 million for
the first nine months 2007.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $39.1 million, total liabilities of $36.1 million and
stockholders' equity of $3.0 million.

At Sept. 28, 2008, the company ended the quarter with cash and
cash equivalents of approximately $3.0 million, and working
capital of approximately $155,000.  In addition, at Sept. 28,
2008, accounts receivables were $31.1 million.  Currently its only
source of borrowing is a credit line secured by certain of its
accounts receivable.  At Sept. 28, 2008, these borrowings totaled
$2.9 million.  The company intends to use this working capital
financing to provide liquidity as required to fulfill orders for
its products.

                        Going Concern Doubt

The company experienced losses from operations from 2004 to 2007.
Because of the company's continuing net losses and negative
working capital position, Gumbiner Savett Inc., the company's
independent auditors, in their report on the company's
consolidated financial statements for the year ended Dec. 31,
2007, expressed substantial doubt about the company's ability to
continue as a going concern.


BERNARD MADOFF: Releases Info on Assets; SEC Won't Release Data
---------------------------------------------------------------
The Associated Press reports that Bernard Madoff has submitted a
list of his personal assets to the U.S. Securities and Exchange
Commission on Wednesday.

According to The AP, Mr. Madoff was given until Dec. 31, 2008,
present a detailed accounting of his homes, stock holdings, bank
accounts, and other business interests.  The list, says the
report, was supposed to include the names and locations of any
bank or brokerage accounts holding whatever remains of the
clients' money.  The report states that the list wasn't filed
publicly in any of the courts handling Mr. Madoff's case.
According to the report, SEC spokesperson said that no decision
had been made as to whether part or all of the asset disclosure
would be disclosed.  The report says that any of Mr. Madoff's
assets disclosed in the filing or unearthed by investigators could
eventually be tapped to make restitution to victims of
Mr. Madoff's fraud.

Bloomberg, however, relates that the SEC said that it won't make
public a list of his assets.

American Bankruptcy Institute reports that former Nasdaq Stock
Market Chairman Bernard Madoff gave the Securities and Exchange
Commission a list of his personal assets, but investors may have
to wait to learn whether the filing contained any clues as to the
whereabouts of their missing billions.

The AP relates that Mr. Madoff had:

     -- mansions in the Hamptons and Palm Beach, Florida;
     -- a penthouse in Manhattan; and
     -- a handful of luxury yachts.

Mr. Madoff's firm operated proprietary stock trading desks in New
York and London, says The AP.  According to the report, several
investors have already filed lawsuits against either Mr. Madoff or
the hedge funds that fed his business.

Citing a person familiar with the situation, Amir Efrati and Jesse
Drucker at The Wall Street Journal say that investigators believe
Mr. Madoff had at least one and possibly multiple accounts in
offshore tax havens or locales with robust privacy laws, and those
accounts may have been used to hide ill-gotten gains.

WSJ reports that investors who received redemptions from Mr.
Madoff trying to determine whether they would have to return those
funds under pressure from Irving Picard, the court-appointed
trustee for Bernard L. Madoff Investment Securities LLC, over
allegations that the redemptions were paid using other investors'
money, which would make the payments fraudulent transfers.
According to WSJ, Irving Picard could try to wrest from investors
any fictitious profits they got as far back as six years before
its liquidation.

The Austrian government, according to WSJ, said on Wednesday that
it will take over management of Bank Medici, a Vienna bank that
had large losses with Mr. Madoff.  Citing people familiar with the
matter, the report says that authorities probed Bank Medici after
reports that it had placed about $2.1 billion in funds controlled
by Mr. Madoff.

Jenny Strasburg at WSJ states that Henry Kaufman, the former
Salomon Brothers chief economist, lost several million dollars
with Mr. Madoff.  According to the report, Mr. Kaufman said that
he had the money in a brokerage account with Bernard L. Madoff
Investment Securities for more than five years.

The U.S. Bankruptcy Court for the Southern District of New York
approved on Tuesday a transfer of about $28.1 million from one of
Mr. Madoff's bank accounts to the court-appointed trustee of the
firm, who said the funds will be used for satisfying customer
claims.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission 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
US$50 billion.

As reported by the TCR on Dec. 16, 2008, the Securities Investor
Protection Corporation, which maintains a special reserve fund
authorized by Congress to help investors at failed brokerage
firms, announced on Mon., Dec. 15, that it is liquidating Bernard
L. Madoff Investment Securities LLC of New York, N.Y., under the
Securities Investor Protection Act.


BERNARD MADOFF: SIPC, Trustee Report Initial Recovery of Assets
---------------------------------------------------------------
Stephen Harbeck, president of the Securities Investor Protection
Corporation, and Irving H. Picard, the court-appointed trustee for
the liquidation of Bernard L. Madoff Investment Securities LLC of
New York said on Tuesday that the United States Bankruptcy Court
for the Southern District of New York approved the transfer of
$29 million in debtor funds held by the Bank of New York.

According to them, this is one of many steps that Trustee Irving
H. Picard has taken and will continue to take to collect all
available assets of Bernard L. Madoff Investment Securities LLC
for the future use of satisfying customer claims and other
purposes.

"We want to be very clear that to the extent these and other funds
are 'customer property,' they will be used for satisfying customer
claims and not the administrative expenses of the Trustee," they
said.  "Contrary to some recent media accounts, trustee expenses
are paid out of any general estate of the debtor, and if
insufficient, through advances by SIPC.  Customer property may not
be used to pay the administrative expenses of a liquidation
proceeding," the added.

Under the Securities Investor Protection Act, the trustee is
empowered to recover customer property so that it may be returned
to customers in need of protection under that law.  Because
expenditures by the trustee to recover such property and other
administrative expenses of the trustee are borne by the general
estate and SIPC and not by customers, such expenditures diminish
in no way the amount of customer property available for customers.

Separately, they said they want it to be known that a claim form
will be available shortly for the Madoff liquidation proceeding.
The Trustee said it will mail claim forms by Jan. 9, 2009, to
customers and creditors of Bernard L. Madoff Investment Securities
LLC.  In addition to being mailed, the forms will be available on
the Web for downloading at http://www.sipc.organd
http://www.madoff.com.

Those filing the form will need to use the forms created
specifically for the purposes of the Madoff liquidation
proceeding.

                       About Bernard Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  Inaddition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission 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 US$50 billion.

As reported by the TCR on Dec. 16, 2008, the Securities Investor
Protection Corporation, which maintains a special reserve fund
authorized by Congress to help investors at failed brokerage
firms, announced on Mon., Dec. 15, that it is liquidating Bernard
L. Madoff Investment Securities LLC of New York, N.Y., under the
Securities Investor Protection Act.


BRAY & GILLESPIE: Wants to Borrow $2-Mil. from Glenmont Capital
---------------------------------------------------------------
Bray & Gillespie Management, LLC, and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Florida for
authority to obtain postpetition financing of $2,000,000 from
Glenmont Capital Management, LLC to cover: (i) working capital
shortfalls; (ii) required utility deposits; and (iii) professional
fees.

The Debtors tell the Court that they are presently unable to
obtain, in the ordinary course of business or otherwise, unsecured
credit available under Sections 364(a) or (b) of the Bankruptcy
Code.

The Debtors relate that they previously obtained postpetition
financing from Mr. Bray and Mr. Gillespie, but such financing will
be depleted shortly.

The loan will be secured by liens on all assets of the Debtors,
which will be junior only to liens in existence on the Petition
Date and will be first priority liens on all now and hereafter
acquired unencumbered assets of the Debtors and all proceeds
thereof.  Moreover, all amounts advanced by Glenmont postpetition
will be entitled to priority over any and all administrative
expenses subject only to U.S. Trustee fees pursuant to Sec.
1930(a)(6) of the Bankruptcy Code.  Lastly, the Loan will be
senior in priority to the postpetition financing of the Debtors
previously approved in the Debtors' cases.

Interest on the Loan will accrue at 15% per annum, payable monthly
in arrears.  A commitment fee of $50,000 will be paid to Glenmont
upon the Court's entry of a final DIP Loan Order.

The Loan expires, and all obligations thereunder will be repaid in
full, on the earlier of (i) May 30, 2009; (ii) the Effective Date
of an Acceptable Plan; (iii) consummation of a sale under Sec. 363
of the Bankruptcy Code pursuant to an Acceptable Sale Process; and
(iv) any Debtors' acts to propose a plan of reorganization other
than an Acceptable plan or to sell assets other than pursuant to
an Acceptable Sale Process.

In the event that the Debtors pursue a plan of reorganization or
asset sale other than an Acceptable Plan or an Acceptable Sale
Process, or consummates any transaction other than an Acceptable
Plan or sale of assets through an Acceptable Sale Process,
Glenmont will be entitled to a Break Up Fee of 2.5% of the
purchase price of the assets plus reimbursement of all of its
fees, costs and expenses, including the fees and expenses of its
professionals and advisors.

Based in Daytona Beach, Florida Bray & Gillespie Management, LLC -
- http://www.brayandgillespie.com-- and its debtor-affiliates are
engaged in the business of renovating and redeveloping resort
properties along Florida's Atlantic coastline.  As of the Petition
Date, the Debtors collectively own over six miles of ocean
property from Daytona Beach to Ormond Beach.  B&G Management
operates a total of 23 hotel located in Volusia County which are
either affiliates or related companies.  B&G Management is owned
by partners Charles A. Bray and Joe Gillespie.

Bray & Gillespie Management, LLC and 78 of its debtor-affiliates
filed separate petitions for Chapter 11 relief on Sept. 12, 2008
(Bankr. M.D. Fla. Lead Case No. 08-05473).  Jimmy D. Parrish,
Esq., Marianne L. Dorris, Esq., R. Scott Shuker, Esq. at Latham
Shuker Eden & Beaudine LLP, represent the Debtors as counsel.
Peter N. Hill, Esq., at Wolff Hill McFarlin & Herron PA, represent
the Official Creditors Committee as counsel.  In its petition,
Bray & Gillespie Management, LLC disclosed assets of $1 million to
$10 million and debts of $1 million to $10 million.


BRITTANIA BULKERS: Voluntary Chapter 15 Case Summary
----------------------------------------------------
Chapter 15 Debtor: Britannia Bulkers A/S
                   Holland & Knight LLP
                   195 Broadway, 24th Floor
                   New York, NY 10007
                   Tel: (212) 513-32300

Chapter 15 Case No.: 08-15187

Chapter 15 Petition Date: December 30, 2008

Court: Southern District of New York (Manhattan)

Judge: Judge Robert E. Gerber

Chapter 15 Petitioner's Counsel: Peter Alan Zisser, Esq.
                                 peter.zisser@hklaw.com
                                 Holland & Knight, LLP
                                 195 Broadway
                                 New York, NY 10007
                                 Tel: (212) 513-3200
                                 Fax: (212) 385-9010

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million


BROADSTRIPE LLC: Case Summary & 28 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Broadstripe, LLC
        aka Millenium Digital Media Systems, L.L.C.
        16305 Swingley Ridge Rd.
        Chesterfield, MO 63017

Bankruptcy Case No.: 09-10006

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Broadstripe Capital, LLC                           09-10008
MDM Systems Northwest, L.L.C.                      09-10009
Summit Cablevision, L.P.                           09-10010
CP NW1, L.L.C.                                     09-10011
CP NW2, L.L.C.                                     09-10012

Type of Business: The Debtors provide video and telephone services
                  to consumers and business in Maryland, Michigan,
                  Washington and Oregon.

                  http://www.broadstripe.com

Chapter 11 Petition Date: January 2, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Don A. Beskrone, Esq.
                  dbeskrone@ashby-geddes.com
                  Ashby & Geddes
                  222 Delaware Avenue
                  P.O. Box 1150
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067

                    -- and --

                  Gardere Wynne Sewell LLP

Restructuring Consultant: FTI Consulting Inc.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Highland Capital Management LP increasing rate   $331,120,497
Attn: Shawn Groves             notes
800 Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, TX 75240
Tel: (927) 419-6298

Credit Suisse International    increasing rate   $28,788,974
Attn: Michael Bould            notes
Participation Loans Operation
7033 Louis Stephens Drive
PO Box 110047
Research Park Triangle, NC
27709
Tel: (919( 994-4903

JPMorgan Chase                 increasing note   $23,624,037
Attn: Linda Supaswud           notes
4 New York Plaza
16th Floor
New York, NY 10004
Tel: (212) 623-1847

National Cable TV Co-Op        trade             $3,550,047
Attn: Brian Jones
1008 Oak Street, Suite 200
Kansas City, MO 64106
Tel: (800) 888-6282

Abrams & Laster LLP            trade             $801,992
Attn: Jennifer Thompson
20 Montchanin Road, Suite 200
Wilmington, DE 19807
Tel: (302) 778-1000

Tailwind Communications Inc.   trade             $789,785
Attn: Jim Balcovic
2509 Gettysburg Road
Camp Hill, PA 17011
Tel: (717) 975-7800

Paul, Hastings, Janofsky &     trade             $780,747
Walker LLP
Attn: Michael Chernick
75 E. 55th Street
New York, NY 10022-3205
Tel: (212) 318-6000

Decibels Inc.                  trade             $671,577
Pam Skillman, Office Manager
1551 Center Street
Tacoma, WA 98409
Tel: (253) 473-5855

Net2Phone                      trade             $548,188
Attn: Vickie Dam
520 Broad Street
Newark, NJ 07102
Tel: (973) 438-3028

Adams Cable Equipment          trade             $424,957

Anne Arundel County            trade             $400,102

CCI Systems Inc.               trade             $397,465

Comcast Sportsnet              trade             $339,443

CSG Systems Inc.               trade             $330,560

Fox Sports Northwest Network   trade             $328,295

Cintas                         trade             $301,143

Mid-Atlantic Sports Network    trade             $260,489

Ervin Cable Construction LLC   trade             $253,642

Kelvin R. Westbrook            trade             $238,194

Cisco Systems Inc.             trade             $229,048

Lifetime Television            trade             $225,216

Blue Mountain Tele. Svcs. Inc. trade             $222,832

Advanced Media Technologies    trade             $200,044

Sprint                         trade             $197,992

Absolute Underground Inc.      trade             $194,999

City of Seattle                tax               $158,000

Network Cable Services Inc.    trade             $128,619

Time Warner Telecom            trade             $114,570

The petition was signed by president Gustavo Prilick.


BSML INC: Appoints Dr. Robert J. Troell to Board of Directors
-------------------------------------------------------------
BSML, Inc. disclosed in a regulatory filing with the Securities
and Exchange Commission that effective Oct. 28, 2008, Dr. Robert
J. Troell was appointed as a director of the company.

Dr. Troell graduated from the University of South Florida in
Tampa, Florida, in 1984 with a Bachelor of Science in Biology, and
from the University of South Florida, College of Medicine in 1988.
After an internship in General Surgery, a residency in
Otolaryngology-Head and Neck Surgery, and a fellowship in Sleep
Medicine, from 1994 to 2001 he was clinical faculty at Stanford
University Medical Center in the departments of Psychiatry and
Behavioral Medicine and Otolaryngology/Head & Neck Surgery.  From
2001 through the present, he served as president, Physician and
Surgeon at Beauty By Design, The Center of Excellence for Facial
Plastic & Reconstructive Surgery in Las Vegas, Nevada.
Additionally, from May 2008 through the present, he has served as
chief medical officer for the BriteSmile Medical and Dental Spa in
Boca Raton, Florida.

                          About BSML Inc.

Based in Walnut Creek, California, BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology
and manages BriteSmile Professional Teeth Whitening Centers.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $4.9 million and total liabilities of $8.0 million, resulting
in a shareholders' deficit of about $3.1 million.

For 13 weeks ended Sept. 27, 2008, the company posted net loss of
$852,000 compared to net loss of $1.5 million for the same period
in the previous year.

For 39 weeks ended Sept. 27, 2008, the company posted net loss of
$2.1 million compared to net loss of $2.6 million for the same
period in the previous year.

At Sept. 27, 2008, the company had approximately $73,000 in
unrestricted cash.  The company expects that its principal uses of
cash will be to provide working capital to meet corporate expenses
and satisfy outstanding liabilities.

                      Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about BSML Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

To date, the company has yet to achieve profitability.  The
company had an accumulated deficit of $177.9 million and working
capital deficiency of $5.7 million as of June 28, 2008.  The
company's net loss and net cash used by operating activities were
$1.3 million and $5.0 million, respectively, for the twenty-six
weeks ended June 28, 2008.  At June 28, 2008, the company had
$243,000 in unrestricted cash and cash equivalents.  The company
is not certain if its cash will be sufficient to maintain
operations of the continuing company at least through the next
year due to the uncertainty of the company's ability to generate
positive cash flow from the Centers business operations.


BUFALLO THUNDER: Liquidity Concerns Cue S&P to Cut Ratings to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on the Buffalo Thunder Development Authority to 'B-', from
'B'.  At the same time, S&P placed the ratings on CreditWatch with
negative implications.

"The ratings downgrade and CreditWatch listing reflect S&P's
concerns relating to the Authority's near-term liquidity position
given initial operating results, and S&P's expectation that the
Buffalo Thunder Resort and Casino (opened Aug. 12, 2008) will have
a hard time driving sufficient customer traffic to the Resort's
tourist-driven, Santa Fe location, because S&P expects the current
weak economic climate to continue through at least the first half
of 2009," said Standard & Poor's credit analyst Ariel Silverberg.

Despite management's plans to realign the current cost structure
and focus its marketing efforts more toward regional customers,
S&P is concerned that the property will be challenged to achieve a
sufficient run-rate level of EBITDA to meet its fixed obligations
in the next few quarters (including the $11.5 million June 2009
coupon payment, approximately $2 million per quarter in
amortization payments on its FF&E facility, $0.5 million per
quarter in payments to the State of New Mexico related to previous
compact settlements, and approximately $1.1 million per quarter of
minimum distributions to the Pueblo of Pojoaque, which is the
minimum distribution to fund Tribal government services).

In resolving the CreditWatch listing, S&P will continue to monitor
the revenue generating ability of the newly opened Resort, and
assess the ability of management to improve profitability through
its cost reduction efforts.  If S&P conclude over the next several
weeks that operating performance will not meaningfully improve to
provide ample cushion with respect to the Authority's fixed
obligations, the ratings will be lowered.


CAPITAL CORP: Posts $54.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
Capital Corp of the West, parent company of County Bank, disclosed
a third quarter net loss of $54.6 million, or $5.04 per diluted
share, compared with a net income of $6.0 million, or $0.55 per
diluted share, for the third quarter of 2007.  Third quarter
results were negatively impacted by significant non-cash charges
corresponding to a goodwill impairment of $23.5 million and an
increase in the deferred tax valuation allowance of $25.3 million.
These non-cash charges only partially impacted the Bank's
regulatory capital and the Bank remains adequately capitalized.

In addition to the non-cash charges, the company also recorded a
loan loss provision of $11.5 million in the third quarter of 2008.
As previously disclosed on November 12, 2008, the company required
additional time preparing its third quarter of 2008 results in
order to complete the proper accounting of the company's goodwill,
deferred tax assets and loan loss provisions.

Excluding the goodwill impairment and deferred tax valuation
allowance non-cash charges, the company would have reported a
third quarter net loss of $5.8 million.  While not a normal
accounting measurement, this figure is included to provide
additional insight into the impact of the company's non-cash
charges on its third quarter financial statements.

"A limited number of specific and complex accounting issues
related to the proper accounting of the company's goodwill and
deferred tax assets necessitated these significant non-cash
balance sheet adjustments in the third quarter that, when combined
with additional loan loss provisions, contributed to the net
loss," said Richard S. Cupp, Chief Executive Officer, Capital Corp
of the West and County Bank.

Any future reductions in the deferred tax valuation allowance will
have a positive impact on the company's net income, regulatory
capital and stockholders' equity.  The deferred tax asset has now
been reduced to an amount that can be realized only through the
carryback of tax losses to prior year federal tax returns.

"At the heart of the matter is the fact that the Central Valley
has undergone a violent property value correction that has
dramatically eroded the company's operating results.  That said,
the Central Valley still has many terrific things going for it and
I am confident that, given the necessary time, it will recover
from this market correction in no small part because of its
resilient and hard-working residents and business owners, the very
people County Bank has been serving since 1977," said Mr. Cupp.

County Bank never carried any of the subprime mortgages that have
plagued some of the nation's top lenders and its direct exposure
to residential real estate loans is minimal.  However, the Bank
does have significant exposure to construction and partially
developed land for residential development purposes and has
received numerous real estate appraisals that indicate declines in
appraised values of more than 50% throughout the Central Valley
and, in certain specific instances, declines of 70% or more.
The Bank increased net deposit accounts by 4,879 during the first
nine months of 2008 with 75.4% of those net deposit accounts
represented by low-cost checking accounts.  Service charges on
deposit accounts increased 22.3% during the third quarter and
20.9% through the nine months ended September 30, 2008, as a
result of the Bank's retail branch acquisition in the fourth
quarter of 2007 as well as the Bank's organic growth during the
first nine months of 2008, increased Bank fees and reduced waivers
on service charges.

Deposits at County Bank are federally insured by the FDIC up to
the maximum legal limits (recently increased from $100,000 to
$250,000 per depositor through 2009), including unlimited FDIC
insurance for non-interest bearing deposit transaction accounts
through 2009 as previously announced by the FDIC.

As previously announced, the company continues to work with Keefe,
Bruyette & Woods, Inc. to actively explore recapitalization
options that would achieve well capitalized standing for the Bank
and, in addition, has filed an application to participate in the
U.S. Department of Treasury's TARP Capital Purchase Program.
The additional time being taken to raise new capital is in part a
result of the financial market's instability and the government's
ongoing actions to resolve this crisis, including new regulatory
guidelines and programs regarding capital, including TARP.  Many
other industries beyond the banking and financial services sectors
are now showing signs of significant financial strain as well,
further complicating the financial market's recovery.  However,
there can be no assurance that the company will be able to arrange
for sufficient capital to satisfy regulatory requirements.  These
conditions and events, as well as the uncertainty regarding the
ability to obtain additional capital, raise doubt about the
company's ability to continue as a going concern.

Cash flows from operations increased to $23.0 million for the nine
months ended September 30, 2008, compared to $15.1 million for the
same period ended September 30, 2007.  Net interest income also
increased 2.3% during the third quarter of 2008 and 11.4% for the
nine months ended September 30, 2008 compared to the same periods
in 2007, primarily due to the Bank's retail branch expansion and
acquisition of Bay View Funding in the fourth quarter of 2007,
while net interest margin, an indicator of the Bank's earnings
capacity, increased 13 basis points to 4.22% during the first nine
months of 2008, up from 4.09% for the nine months ended
September 30, 2007.

As of September 30, 2008, the company's subsidiary County Bank had
a total risk-based capital ratio of 8.41%, a Tier 1 capital ratio
of 5.84% and a leverage ratio of 4.52% and remained within
adequately capitalized levels.  The company itself had a total
risk-based capital ratio of 8.75%, a Tier 1 capital ratio of 5.50%
and a leverage ratio of 4.24% as of September 30, 2008.

"In the view of many observers, the current financial crisis ranks
as the worst since the Great Depression.  But I do not believe
that the U.S. economy, in the years ahead, faces a period of
economic misery that will begin to rival the suffering associated
with that historic economic calamity.  The American economy is
more resilient now than then," said Janet L. Yellen, President and
CEO of the Federal Reserve Bank of San Francisco in a speech given
on October 14, 2008.

As a leading lender to Central California's diverse communities
for over 30 years, County Bank has established itself as a
respected and trusted community bank with retail branches
stretching from Sacramento in the north to the San Francisco Bay
Area and down through the Central Valley as far south as San
Bernardino County.  Throughout its 30 years of operations, County
Bank has proactively supported numerous civic and community
initiatives and in 2007, in partnership with the FDIC, opened the
first student-run bank branch west of the Mississippi River at
McLane High School in Fresno, California.  This reinvestment in
the communities it serves has been a tradition of County Bank
since 1977.

"Recent bank merger and acquisition activity in the Central Valley
has resulted in a significant increase in the concentration of
deposits with a few large national financial institutions," said
Mr. Cupp.  "We believe the health and viability of community
banks, including County Bank, is critical to the Central Valley's
recovery and the future growth and success of its locally-based
businesses."

                        Going Concern Doubt

In a regulatory filing, David A. Heaberlin, chief financial
officer and treasurer, said, "The company has determined that
significant additional sources of liquidity and capital will be
required for us to continue operations through 2008 and beyond.
[T]here can be no assurance that the company will be able to
maintain sufficient liquidity or to raise additional capital to
satisfy regulatory requirements and meet obligations as they
occur.  Further, the regulators are continually monitoring
liquidity and capital adequacy and evaluating the company's
ability to continue to operate in a safe and sound manner.  The
Bank's regulators could, if deemed warranted, take further
actions, including the assumption of control of the Bank, to
protect the interests of depositors insured by the FDIC.  The
uncertainty regarding the company's ability to obtain additional
capital or meet future liquidity requirements raises substantial
doubt about the company's ability to continue as a going concern."

As of September 30, 2008, the company's balance sheet showed total
assets of $1,873,208, total liabilities of $1,799,312, and total
shareholders' equity of $73,896.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?371a

                  About Capital Corp of the West

Capital Corp of the West, a bank holding company established
November 1, 1995, is the parent company of County Bank and is
headquartered in Merced, California.  With more than 30 years of
service as California's leading regional community bank, County
Bank currently operates 39 retail branch offices serving 13
counties throughout California.  County Bank's primary
concentration is in California's Central Valley.  As of the latest
FDIC data, County Bank has a 7.03 percent market share in the six
Central California counties in which it has a significant retail
branch presence, ranking County Bank fifth out of 40 financial
institutions in that market area.


CELLEGY PHARMA: September 30 Balance Sheet Upside Down by $2,000
----------------------------------------------------------------
In a November regulatory filing with the Securities and Exchange
Commisson, Cellegy Pharmaceuticals, Inc., bared an insolvent
balance sheet as of September 30, 2008.  Cellegy had $936,000 in
total assets and $938,00 in total liabilities, resulting in a
$2,000 stockholders' deficiency, as of September 30.  The company
also had $125.7 million in accumulated deficit as of September 30.

The company posted $321,000 in net losses for the three months
ended September 30, 2008, and $1.2 million in net losses for the
nine months ended September 30.

On February 12, 2008, Cellegy entered into a definitive merger
agreement providing for the acquisition of Cellegy by Adamis
Pharmaceuticals Corporation.  Adamis is a privately held specialty
pharmaceuticals company that is engaged in the research,
development and commercialization of products for the prevention
of viral infections, including influenza.  Adamis markets and
sells a line of prescription products for a variety of allergy,
respiratory disease and pediatric conditions.

The transaction was unanimously approved by the boards of
directors of both companies.  The closing of the transaction is
subject to several closing conditions, including the filing of a
registration statement and proxy statement with the Securities and
Exchange Commission, the approval of Adamis' and Cellegy's
respective stockholders at stockholder meetings following
distribution of a definitive proxy statement, and other customary
closing conditions.

Holders of approximately 40% of Cellegy's outstanding common stock
have entered into voting agreements pursuant to which they agreed
to vote their shares in favor of the transaction.  The combined
company expects to continue to be publicly traded after completion
of the merger, although under a different corporate name.

On November 13, 2008, Cellegy filed a Form S-4 registration
statement, which includes a preliminary proxy statement, with the
SEC relating to the merger transaction with Adamis and certain
related matters.

If the merger is consummated, each Adamis stockholder will
receive, in exchange for each share of Adamis common stock held by
such stockholder immediately before the closing, one (post-reverse
stock split) share of Cellegy common stock (excluding in all cases
dissenting shares).  If the transaction is approved by Cellegy's
stockholders, before the closing Cellegy will implement a reverse
stock split of its common stock so that the outstanding Cellegy
shares will be converted into a number of shares equal to the sum
of (i) 3,000,000 plus (ii) the amount of Cellegy's net working
capital as of the end of the month immediately preceding the month
in which the closing occurs divided by 0.50.  Based on several
assumptions that are subject to change, including, without
limitation, the number of shares of Cellegy common stock
outstanding immediately before the merger and the amount of
Cellegy's current assets and liabilities as of the end of the
month immediately prior to the closing, Cellegy estimates that the
reverse stock split ratio will be approximately 1:9.9.  The actual
amounts and percentages will depend on many factors, and actual
amounts and percentage could be higher or lower.

In addition, the Merger Agreement contains certain termination
rights for both Cellegy and Adamis, and further provides that,
upon termination of the merger agreement under specified
circumstances, either party may be required to pay the other party
a termination fee of $150,000.  Both parties have the right to
terminate the Merger Agreement if the merger is not consummated by
December 31, 2008, so long as the terminating party is not in
breach of the Merger Agreement and such breach is a principal
failure of the merger to occur by such date.

The company has not provided an update on the merger as of press
time.

In connection with the signing of the Merger Agreement, Cellegy
also issued to Adamis an unsecured convertible promissory note
pursuant to which Cellegy agreed to lend Adamis $500,000 to
provide additional funds to Adamis during the pendency of the
merger transaction.  Any principal outstanding under the
Promissory Note accrues interest at 10% per annum.  The Promissory
Note becomes immediately due and payable in the event that the
Merger Agreement is terminated by Adamis or Cellegy for certain
specified reasons or on the later of (i) the 16 month anniversary
of the issue date of the Promissory Note or (ii) the date that is
two business days following the first date on which certain other
notes issued by Adamis to a third party have been repaid in full.
If the Promissory Note is outstanding as of the closing of the
merger transaction, the Promissory Note will not be repaid, but
will convert into shares of Adamis stock and these shares will be
immediately cancelled. Cellegy will receive no additional shares.
The terms of the Promissory Note provide Cellegy with no
collateralized interest in the assets of Adamis.

In the event the merger is not consummated with Adamis, Cellegy
bears the risk of collecting the Promissory Note and therefore is
subject to the risks and uncertainties of being in the position of
an unsecured creditor.  While the company feels that it is more
likely than not that the merger will be consummated, in the event
it is not, the Cellegy will have no ability to attach a claim to
Adamis' assets.

There is no assurance that the company will be able to close the
transaction with Adamis.  If the proposed merger transaction with
Adamis is still pending and Cellegy requires additional cash
resources to complete the transaction, Cellegy and Adamis are
engaged in discussions concerning an agreement for Adamis to
provide funding sufficient to permit the merger to be completed,
although there can be no assurance that such funding will be
available.

If the merger with Adamis is not completed, Cellegy's board of
directors will be required to explore alternatives for Cellegy's
business and assets. These alternatives might include seeking the
dissolution and liquidation of Cellegy, merging or combining with
another company, or initiating bankruptcy proceedings.  There can
be no assurance that any third party will be interested in merging
with Cellegy or acquiring the remaining assets of Cellegy.
Although Cellegy may try to pursue an alternative strategic
transaction, it will likely have very limited cash resources, and
will likely be forced to file for federal bankruptcy protection.
If Cellegy files for bankruptcy protection, Cellegy will most
likely not be able to raise any type of funding from any source.
In that event, the creditors of Cellegy would have first claim on
the value of the assets of Cellegy which, other than remaining
cash, would most likely be liquidated in a bankruptcy sale.
Cellegy can give no assurance as to the magnitude of the net
proceeds of such sale and whether such proceeds would be
sufficient to satisfy Cellegy's obligations to its creditors, let
alone to permit any distribution to its equity holders.

                       Going Concern Doubt

As reported Troubled Company Reporter on April 1, 2008, Mayer
Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed
substantial doubt about Cellegy Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm reported that the
company has incurred recurring losses from operations and has
limited working capital to pursue its business alternatives.

In addition, Cellegy says that it may choose to pursue liquidation
or voluntarily file bankruptcy proceedings should the company be
unable to secure the additional shareholder votes necessary to
approve the transaction with Adamis or otherwise be unable to
close the transaction.

                  About Cellegy Pharmaceuticals

Headquartered in Quakertown, Pa., Cellegy Pharmaceuticals Inc.
(OTC BB: CLGY) is a specialty biopharmaceutical company that
specializes in women's health.  Savvy(R)(C31G vaginal gel), a
microbicide gel product for contraception, is currently undergoing
Phase 3 clinical studies in the United States for contraception.


CENTERLINE CAV: Picerne CA Selling CAV's Interest in Partnership
----------------------------------------------------------------
Picerne CA Villas Limited Partnership, S.E. (the Partnership), as
holder of the security interest in all right, title and interest
of Centerline CAV Associates LLC and Centerline CAV SLP LLC in the
Partnership and all proceeds, increases, additions, replacements
and substitutions thereof, will offer to sell the collateral to
the highest and best qualified bidder on Monday, Jan. 12, 2009, at
10:00 a.m. at the offices of Broad and Cassel, in Orlando,
Florida.

Interested parties should contact:

          Neil Silver, President
          Reigns Capital Ltd.
          Renaissance Corporate Center
          235 Main Street, Suite 318
          White Plains, New York 10601
          Tel: (914) 949-3484
          Fax: (407) 949-7003
          E-mail: neils@reignscapital.com

          or

          Randal M. Alligood, Esq.
          Broad and Cassel
          390 North Orange Avenue, Suite 1400
          Orlando, Florida 32801
          Tel: (407) 839-4202
          Fax: (407) 650-0914
          E-mail: ralligood@broadandcassel.com


CHESAPEAKE CORP: Chapter 11 Petitions Prompt Moody's 'D' Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Chesapeake Corporation to D from Ca/LD and affirmed the
Ca corporate family rating and the C rating on the senior
subordinated notes.

The downgrade follows the December 29, 2008 announcement that
Chesapeake Corporation and its U.S. operating subsidiaries filed
voluntary Chapter 11 petitions in the Eastern District of Virginia
in an effort to consummate the sale of all of its operating
businesses as a going concern to a group of investors, led by
affiliates of Irving Place Capital Management, L.P. and Oaktree
Capital Management, L.P.  The purchase price is reportedly
$485 million, less pension and severance obligations and amounts
outstanding under the Senior Secured Credit Facility.  Per the
announcement, the company is seeking a $37 million DIP financing
facility to provide an immediate source of funding so the company
can operate through the Chapter 11 process.

Subsequent to these actions, all ratings of Chesapeake Corporation
will be withdrawn.

This rating was changed:

  -- Probability of Default Rating, to D from Ca/LD;

These ratings were affirmed:

  -- Corporate Family Rating, Ca;

  -- 67.1 million GBP 10.375% senior subordinated notes due
     2011, C / LGD5 (86%);

  -- 100 million EUR 7% senior subordinated eurobonds due 2014,
     C / LGD5 (86%);

  -- $18.75 million 6.375% senior unsecured revenue bonds due
     2019, Ca / LGD4 (69%);

  -- $31.25 million 6.25% senior unsecured revenue bonds due 2019,
     Ca / LGD4 (69%).

The last rating action on Chesapeake occurred on December 18, 2008
when the PDR was changed to Ca/LD from Ca following the default on
the senior subordinated notes.

Headquartered in Richmond, Virginia, Chesapeake Corporation is a
international supplier of specialty paperboard and plastic
packaging.  Revenues for the twelve month period ended September
28, 2008 were $1.02 billion.


CHESAPEAKE CORP: S&P's Corp. Credit Rating Tumble to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chesapeake Corp. to 'D' from 'SD'.

The downgrade follows Chesapeake's announcement that it is selling
its business operations as a going concern to affiliates of Irving
Place Capital Management L.P. and Oaktree Capital Management L.P.
for $485 million through a prepackaged Chapter 11 bankruptcy
filing of Chesapeake and its U.S. subsidiaries.  The company will
continue to operate its businesses during the sale and Chapter 11
process, and management expects ongoing business relationships
with trade creditors, customers, and employees will not be
affected.

Importantly, the company will seek approval for new debtor-in-
possession (up to $37 million provided by certain members of its
current bank group) financing that will provide an immediate
source of funds, enabling it to satisfy customary obligations
including amounts owed to trade creditors, suppliers, customers,
and employees in the ordinary course of business.

Prior to the sale and bankruptcy filing, Chesapeake was operating
under a forbearance agreement with bank facility lenders with
respect to existing financial covenant defaults and the company's
failure to pay interest on its outstanding notes.


CHINA HEALTH: Sept. 30 Balance Sheet Upside Down by $4.9 Million
----------------------------------------------------------------
China Health Care Corp. Chief Executive Officer Siew Man Pang
disclosed in a regulatory filing that the company had a net loss
of $2,719,503 and a negative cash flow from operations of
$1,139,328 for the year ended September 30, 2008, and a working
capital deficiency of $4,842,080 and a shareholders' deficit of
$4,944,873 at September 30.  "These matters raise substantial
doubt about the company's ability to continue as a going concern
if the company does not secure new outside financing. The company
is currently and continues to make efforts to procure outside
financing to strengthen its financial position."

As of Sept. 30, 2008, the company's balance sheet showed total
assets of $1,499,720 and total liabilities of $6,387,781.

Chief Executive Officer Siew Man Pang said that during the year
ended September 30, 2008, the company financed its operation
mainly through cash generated from its operations and the loans
from directors of the company. During the year ended September 30,
2007, the company funded its operations mainly through two aspects
1) cash generated from its operations, and 2) cash proceeds from
issuance of securities such as preferred stock.  Cash from
operations is only enough to fund its onsite personnel.  The sale
of preferred stock has providing the funding for the company's
investment in capital expenditures, and the cost of medical and
management expertise that are heavily involved in the early stages
of building out the VIP Birthing Centers and training of the
personnel that staff those VIP Birthing Centers.

"The company expects that with the expansion into new markets and
development of its business model, it can gain economies of scale
on its heavy investment medical and hospital management experts.
Related parties and directors have also provided the working
capital during the most recent operating periods in order to
maintain the business a going concern.  The company is actively
seeking external financing to strengthen its financial position."

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?372b

                        About China Health

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.


CHRISTIAN BERNARD: Files for Chapter 7 Liquidation
--------------------------------------------------
Christian Bernard Jewelers has filed for Chapter 7 liquidation,
Janice Podsada at Hartford Courant reports, citing Attorney
General Richard Blumenthal.

Citing Mr. Blumenthal, Hartford Courant relates that Christian
Bernard has closed its Westfarms Mall and Stamford Town Center
stores.  According to Hartford Courant, Mr. Blumenthal said that
consumers should contact him if either of the stores is holding
property, including jewelry that may have been dropped off for
repairs or adjustment, or items left in layaway plans.

Mr. Blumenthal said in court documents that Christian Bernard's
the bankruptcy was due to poor sales and an inability to secure
financing.

Christian Bernard Jewelers is a jewelry retailer that operated 15
stores in the Northeast.  It is headquartered in Secaucus, New
Jersey.  It owns Westfarms and Stamford stores.


CHRYSLER LLC: Receives $4 Billion Low-Interest Loan from Gov't
--------------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Chrysler LLC
received a $4 billion low-interest loan from the government on
Friday.

WSJ relates that the loan will help Chrysler continue funding its
operations.  Chrysler Chairperson and CEO Robert Nardelli said in
a statement, "This initial loan will allow the company to continue
an orderly restructuring, while pursuing our vision to build the
fuel-efficient, high-quality cars and trucks people want to buy."

While General Motors Corp. received the $4 billion federal loan on
Wednesday, the loan for Chrysler was delayed due to undisclosed
issues in the company's application process, says WSJ.  The report
states that Chrysler was slated to receive the loan by year-end.

Neil Irwin at the Washington Post reports that the U.S. Treasury
Department keeps leeway in the U.S. auto aid.  The Washington Post
relates that the Treasury "will determine the form, terms, and
conditions of any investment made pursuant to this program
[Automotive Industry Financing Program] on a case-by-case basis."

According to the Washington Post, the Treasury will decide what
companies can avail funding on a case-by-case basis, based in part
on "the importance of the institution" to the auto industry.  The
Treasury, says the report, has pledged about $17 billion for
General Motors Corp. and Chrysler LLC, and $6 billion to help GMAC
LLC.  The report states that the Bush administration is using the
$700 billion financial rescue package to rescue the auto industry.

                     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.


COMFORT COMPANY: Court Sets Jan. 26 Deadline to Accept/Reject Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Dec. 29, 2008, the adequacy of Comfort Co., Inc., and its debtor-
affiliates' First Amended Disclosure Statement, dated Dec. 24,
2008.

The Court set Jan. 26, 2009, at 4:00 p.m. prevailing Eastern time
as the Voting Deadline, which may be extended without further
order of the Corut, to a date that is no later than 5 business
days before the Confirmation Hearing.

The Court has set a confirmation hearing on Feb. 24, 2009, at
10:30 a.m.  Objections to the Plan (with the exception of any
objection filed by the Official Committee of Unsecured creditors
which must be filed on or before Jan. 29, 2009), must be filed by
Jan. 26, 2009, at 4:00 p.m. prevailing Eastern time.

As reported in the Troubled Company Reporter on Dec. 29, 2008,
according to Bloomberg's Bill Rochelle, to ward off objections,
Comfort Company, Inc. 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 Co.,
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.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc. -
- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr. D.
Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq., and
Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq.. at Dykema Gossett, PLLC,
represents the Debtors as counsel.  In its schedules, Comfort
Company, Inc. listed total assets of $992 and total debts of
$338,408,756.  In its schedules, Sleep Innovations listed total
assets of $93,363,164 and total debts of $366,468,023.


CONSTAR INTERNATIONAL: Chapter 11 Petition Cues Moody's 'D' Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating of Constar International Inc. to D from Caa3 and the
Corporate Family Rating to Ca from Caa3.  Other instrument ratings
are detailed below.  The downgrades follow the company's
announcement on December 30, 2008 that it filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy code.  Moody's will withdraw all of Constar's ratings
shortly.

Moody's took these rating actions:

  - Downgraded Probability of Default Rating to D from Caa3

  - Downgraded Corporate Family Rating to Ca from Caa3

  - Affirmed $220 million floating rate first mortgage note, due
    2012, at Caa3 (LGD3, 34%)

  - Affirmed $175 million 11% senior subordinated notes, due 2012,
    at C (LGD 5, 84%)

The outlook was changed to stable from negative.

The downgrade of the PDR to D reflects the company's now formal
bankruptcy filing, which Moody's classifies as a "default" event,
consistent with the "D" Probability of Default rating.  Under the
pre-arranged restructuring, holders of the $175 million of
subordinate notes are expected to convert 100 percent of the face
amount of the debt plus the unpaid December 1 interest into equity
of a reorganized company.  Current equity will be canceled.

Constar advised that other creditors will be unimpaired.  Moody's
anticipates a higher recovery rate for the senior secured
creditors.  The company also received commitments from existing
bank lenders for debtor-in-possession and exit financing of
$75 million.  Constar expects to complete the restructuring by
early spring of 2009 and lenders committed to provide the $75
million exit financing for three years after the closing of DIP
financing.

The last rating action for Constar was on December 19, 2008 when
the CFR was downgraded to Caa3 from Caa2.

Based in Philadelphia, Constar International Inc. is a producer of
PET (polyethylene terephthalate) plastic containers for food, soft
drinks, and water.  Consolidated revenue for the twelve months
ended September 30, 2008 was approximately $891 million.


CONSTAR INTERNATIONAL: Expects to Emerge Not Later than March 30
----------------------------------------------------------------
Constar International, Inc., and its debtor-affiliates expect to
emerge from Chapter 11 as early as Feb. 28, 2009, or at the
latest, by March 30, 2009.  On the Petition Date, the Debtors
promptly requested that the U.S. Bankruptcy Court for the District
of Delaware set a hearing date to approve the Disclosure Statement
explaining their Joint Chapter 11 Plan of Reorganization and to
confirm the Plan.  If the Plan is confirmed, the Effective date of
the Plan is projected to be approximately 10 days after the date
the Court enters the Confirmation order.

As reported in the Troubled Company Reporter on Jan. 2, 2009,
under the Plan proposed by the Debtors, holders of the
subordinated notes will convert 100% of the face amount of the
subordinated notes and the full amount of the interest payment due
Dec. 1, 2008, into common stock of the reorganized company.
Holders that beneficially own a majority of the Senior
Subordinated Notes, the Debtors relate, support the Plan.

                       Projected Recoveries

The projected recoveries for each of the seven classes of claims
and interests under the Plan are:

                                                    Estimated
Class     Claim/Equity Interest     Treatment       Recovery
-----     ---------------------     ----------     ---------
Class 1   Other Priority Claims     Unimpaired       100%

Class 2   Senior Secured FRN        Unimpaired       100%
          Claims

Class 3   Other Secured Claims      Unimpaired       100%

Class 4   Senior Subordinated       Impaired       Pro rata share
          Note Claims                              of New Equity

Class 5   Other General             Unimpaired       100%
          Unsecured Claims

Class 6   Section 510(b) Claims     Impaired           0%

Class 7   Equity Interests          Impaired           0%

DIP Facility Claims, Administrative Claims and Priority Tax Claims
are not classified and are excluded from the Classes of Claims and
Interests, in accordance with Sec. 1123(a)(1) of the Bankruptcy
Code.

DIP Facility Claims shall, at the option of the Debtors, either be
repaid in Cash in full on the Effective Date or, subject to
certain conditions, be converted into the Exit Facility.
Administrative Claims will be paid in full in Cash in accordance
with the terms of the applicable contract or agreement governing
such Claim, if any.  Priority Tax Claims will be paid in full in
Cash pursuant to Sec. 1129(a)(9)(C) of the Bankruptcy Code.

Other Priority Claims under Class 1 will be paid in full in Cash.

All Senior Secured FRN Claims under Class 2 will be Allowed in
full and such allowed claims will be satisfied by being reinstated
in full.

Other Secured Claims under Class 3, which consist of all Secured
Claims that are not DIP Facility Claims, Existing Facility Claims
or Senior Secured FRN Claims, shall, in the sole discretion of the
Debtors or the Reorganized Debtors, receive one of the following
treatments, as applicable: (i) payment in full in Cash; (ii)
delivery of the collateral securing said Claim and payment of any
interest required under Sec. 506(b) of the Bankruptcy Code; (ii)
reinstatement of the Allowed Claims in full; or (iv) other
treatment which will render such Claim Unimpaired.

Senior Subordinated Note Claims under Class 4 will receive the Pro
Rata portion of the Distribution Shares.

Other General Unsecured Claims under Class 5 will be reinstated in
full and paid in the ordinary course of the Reorganized Debtors'
business.

Section 510(b) Claims under Class 6, which consist of all claims
arising from rescission of a purchase or sale of a security of
Constar or any of its affiliates, for damages arising from the
purchase or sale of such a security, or for reimbursement or
contribution allowed under Sec. 502 of the Bankruptcy Code on
account of such a Claim, will be extinguished and no distributions
will be made.

Equity Interests under Class 7 will be deemed canceled and
extinguished, and there will be no distribution to the holders
thereof.

                           Who May Vote

Class 4 is the sole class whose vote will be solicited to accept
or reject the Plan.

Classes 1, 2, 3, and 5 are Unimpaired under the Plan, and are
conclusively presumed to have accepted the Plan.

Classes 6 and 7, which will receive no distribution under Plan,
are conclusively presumed to have rejected the Plan.

A full-text copy of the Debtors' proposed Disclosure Statement
explaining the Debtors' Joint Chapter 11 Plan of Reorganization,
dated Dec. 30, 2008, is available for free at:

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

                  About Constar International

Philadelphia-based Constar International Inc. (NASDAQ: CNST)
-- http://www.constar.net/-- produces polyethylene terephthalate
plastic containers for food, soft drinks and water.  The company
provides full-service packaging services.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on Dec. 30, 2008 (Bankr. D. Del. Lead Case No. 08-
13432).  Andrew N. Goldman, Esq., and Eric R. Markus, Esq., at
Wilmer Cutler Pickering Hale and Dorr LLP are the Debtors'
proposed counsel.  Neil B. Glassman, Esq., and Jamie Edmonson,
Esq., at Bayard, P.A., are Debtors' proposed Delaware counsel.
The Debtors selected Greenhill & Co., LLC as their financial
advisor and investment banker.  On Dec. 31, 2008, the Court
approved the employment of Epiq Bankruptcy Solutions, LLC as the
Debtors' claims, noticing and balloting agent.  In its petition,
Constar International, Inc. listed total assets of $420,000,000
and total debts of $538,000,000 as at Nov. 30, 2008.


CONSTAR INTERNATIONAL: S&P Cuts Rating on $220 Mil. Notes to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc. to 'D' from 'SD' and lowered
its rating on the company's $220 million senior secured notes to
'D' from 'CC'.  The rating on the company's $175 million senior
subordinated notes is 'D'.  The respective recovery ratings on the
company's senior and subordinated notes are '3' and '6',
indicating the expectation for meaningful (50% to 70%) and
negligible (0% to 10%) recoveries in the event of a payment
default.

The downgrade follows Constar's announcement that it has filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court in Wilmington, Delaware.  The bankruptcy
filing comes after Constar missed a $9.6 million interest payment
on its 11% senior subordinated notes due 2012.

Constar manufactures blow-molded containers, mainly polyethylene
terephthalate containers for carbonated beverages and water.  The
company operates in the fragmented and highly competitive rigid
plastic packaging industry.  Its operating margins have been lower
than those of its rated peers because of a product mix that
emphasizes high-volume, commodity-type carbonated beverage
containers.  In addition, it was unable to pass through to its
customers steep plastic resin cost increases on a timely basis.


CONTINENTAL AIRLINES: May Deepen Partnership with United Airlines
-----------------------------------------------------------------
United Air Lines, Inc. may deepen its partnership with
Continental Airlines by linking up on fuel purchasing and
consolidating ticket counters, Joshua Freed of The Associated
Press reports, citing UAL Corp., Chairman and Chief Executive
Officer Glenn Tilton.

Mr. Tilton confirmed to AP that a meeting of top executives from
the Star Alliance is under way discussing cost saving measures
like ground handling, fuel servicing, de-icing, and catering.  He
cited that not all those initiatives may be realized but could
end up saving airlines a significant portion of the money they
would have saved had they merged, the report said.

Mr. Freed disclosed that United and Continental had talks but
results have not been announced.  Assuming a United-Continental
partnership comes through, the report noted that United and
Continental would still compete on domestic U.S. service, and
discussions about cost-saving initiatives would stay away from
anything as close as "bright line of pricing" as Mr. Tilton put
it in the interview.  Jaan Albrecht, Star Alliance chief
executive officer added that Continental would leave the SkyTeam
alliance and join Star Alliance in 2009, reports AP.

Ted Bolema, a former Justice Department anti-trust attorney and
current principal at Anderson Economic told AP that arrangements
as contemplated by the United-Continental partnership may be
legally tricky but the carriers may consult with the DOJ.

Bill Hensel Jr. of the Houston Chronicle confirmed that
Continental and United are discussing how to mesh their frequent
flier programs, purchasing, information technology and even
airport lounge networks and other facilities as stated by Mark
Erwin, Continental senior vice president for corporate
development and alliances to Houston Chronicle.

Although a merger is speculated to be on the works, Bob Mann of
R.W. Mann & Associates, told Houston Chronicle that the ongoing
talks do not constitute a merger but by combining forces where
they can, for the airlines to get some benefits without
experiencing a lot of the disruption that a formal merger can
cause.

Continental has also filed with the government final comments for
an antitrust immunity with United and carriers that belong to
Star Alliance as Continental intends to leave the SkyTeam
Alliance, the Report noted.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said on Aug. 13, 2008, that Standard
& Poor's Ratings Services took various actions on its ratings on
Continental Airlines Inc. (B/Negative/B-3).  S&P affirmed its 'B'
long-term corporate credit rating, 'B-3' short-term corporate
credit rating, all ratings on unsecured debt and on selected
enhanced equipment trust certificates. S&P  lowered S&P's ratings
on other enhanced equipment trust certificates, particularly those
secured by regional jets, and raised other ratings.  All ratings
were removed from CreditWatch, where they were placed with
negative implications May 22, 2008, as part of an industrywide
review.  The rating outlook is negative.

Continental Airlines, Inc. reported a working capital deficit of
US$202 million, with current assets of US$4.713 billion and
current liabilities of US$4.915 billion.

At Dec. 31, 2007, the Company had a positive working capital of
US$112 million, with US$4.561 billion in current assets and
US$4.449 billion in current liabilities.

As of Sept. 30, 2008, the Company had US$2.9 billion in
unrestricted cash, cash equivalents and short-term investments,
which is US$83 million higher than at Dec. 31, 2007. At Sept. 30,
2008, the Company also had US$164 million of restricted cash, cash
equivalents and short-term investments, which is primarily
collateral for estimated future workers' compensation claims,
credit card processing contracts, letters of credit and
performance bonds. Restricted cash, cash equivalents and short-
term investments at Dec. 31, 2007, totaled US$179 million.
Additionally, the Company held student loan-related auction rate
securities reported as long-term investments at Sept. 30, 2008
with a par value of US$147 million and a fair value of US$130
million.


CREATIVE LOAFING: Lays Off Seven Staffers
-----------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that Creative
Loafing Inc.'s Tampa operation has laid off seven staffers.

Citing Creative Loafing editor David Warner, the Business Journal
relates that employees who include staff writer Alex Pickett and
music critic Wade Tatangelo will remain on Creative Loafing's
payroll until Wednesday

Mr. Warner said in a statement, "If we don't streamline and
refocus our newsroom operations, we won't survive.  And
unfortunately, that means we have to make equally grim choices."
According to the Business Journal, Mr. Warner said that Creative
Loafing will have a stronger Web focus while utilizing more
independent contractors.

The Court would hear more details about Creative Loafing's
bankruptcy plan during on Jan. 26, 2009, the Business Journal
states.

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$10 million and $50 million each.


CREDIT SUISSE: S&P Cuts Rating on Class M Certificates to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M
from Credit Suisse First Boston Mortgage Securities Corp.'s series
2001-CP4 to 'D' from 'CCC-'.

The downgrade of class M reflects cumulative interest shortfalls
and ongoing liquidity concerns stemming from the appraisal
reduction amounts related to two specially serviced assets.  At
this time, S&P expects the current interest shortfall on class M
to continue for an extended period.

There are five loans totaling $53.4 million with the special
servicer, LNR Partners Inc. ARAs totaling $16.4 million are in
effect relating to two of these assets, both of which are real
estate owned.  Details for the two loans with ARAs ($33.8 million
total exposure) are:

  -- The Novi Research Park loan has a total exposure of
     $17.7 million.  The loan is secured by a 173,171-sq.-ft.
     office building in Novi, Michigan, built in 2000.  The loan
     was transferred to LNR in November 2007 for imminent default
     and became REO in July 2008. A $6.3 million ARA is in effect
     for this loan.  The appraised value for this asset was
     $12,825,000 as of April 3, 2008.

  -- The Princeton Park Corporate Center loan has a total exposure
     of $16.1 million.  The loan is secured by an 86,265-sq.-ft.
     office building in South Brunswick, New Jersey, built in
     1986.  The loan was transferred to LNR in May 2006 for
     imminent default and became REO in September 2007.
     A$10.1 million ARA is in effect for this loan.  The appraised
     value for this asset was $4,300,000 as of Oct. 20, 2008.

According to the remittance report dated Dec. 17, 2008, the class
M interest shortfall was $71,927 and the cumulative interest
shortfall was $1,660,645.  Class M has shorted interest for nine
months, as reported in the trustee report.

Standard & Poor's will continue to evaluate the transaction and
will take any necessary CreditWatch placements and/or rating
actions as S&P deems appropriate.

                         Ratings Lowered

       Credit Suisse First Boston Mortgage Securities Corp.
   Commercial mortgage pass-through certificates series 2001-CP4

                   Rating
                   ------
        Class   To       From      Credit enhancement (%)
        -----   --       ----      ----------------------
        M       D        CCC-                        1.59


COUNT ME IN: Sent to Chapter 7 By Alaska Sports Clubs
-----------------------------------------------------
John Cook at TechFlash reports that Alaska sports clubs -- The
Nordic Skiing Association of Anchorage, Campfire USA Alaska
Council and Matanuska Soccer Club -- have filed a petition to
force Count Me In into Chapter 7 liquidation.

According to TechFlash, the petition was filed in the U.S.
District Court for the Western District of Seattle.  The Hon.
Samuel Steiner handles the case, says the report.  The sports
clubs claimed that they are owed a total of $174,401, the report
states.  Peter Slinn at Stoel Rives represents The Nordic Skiiing
Association, according to the report.

The three sports clubs are among the 220 clubs and organizations
across the country that Count Me In owes about $5 million in
outstanding online registration fees, TechFlash relates.  Count Me
In CEO Terry Drayton told TechFlash in an interview that he is
working hard to repay those debts.  Citing Count Me In
spokesperson Mark Firmani, the report states that Mr. Drayton
wasn't aware of the involuntary petition at the time of the
interview.

TechFlash says that Mr. Drayton admitted that Count Me In didn't
keep financial statements until about seven months ago.  Count Me
In had not been served with the court documents, the report says,
citing Mr. Firmani.

TechFlash relates that Mr. Drayton did address the possibility of
filing for Chapter 11 bankruptcy during the interview.  The report
quoted Mr. Drayton as saying, "Bankruptcy is always an option.  If
you look at it, and there are lots of people who counsel it, it
would be the easy way out is to basically put the Count Me In
Corporation into bankruptcy.  And if we do that, though, what we
guarantee is that all of those clients aren't going to get paid.
For me, it is the last option.  The only way we will do that is if
people continue to file so many lawsuits that we couldn't afford
to defend them....  And so that is why when we talk to clients, we
go: 'please save your money.  I know you are mad at us, but if you
file a lawsuit all you are doing is reducing the likelihood that
you will get paid.' ... If a whole bunch of people sue, we will
have to Chapter 11 it and then they will get nothing.  That
doesn't make any sense at all."

Count Me In is a Bellevue online registration company.


DELTA AIR: Reluctant on NWA Dreamliner Orders
---------------------------------------------
As part of integrating its fleet with Northwest Airlines Corp.'s,
Delta Air Lines, Inc., is eyeing to scale back Northwest's 787
Dreamliner orders from Boeing Co., and expand its own order for
the 777-200LR.

Specifically, Delta intends to purchase six Boeing 777-200LRs,
six 737-700s and eight Bombardier CRJ-900s.  Northwest has had 18
of the Dreamliner aircraft -- which guarantees exceptional fuel
efficiency -- on order, Freep.com reported on November 28, 2008.

Delta officials have disclosed that Boeing is reassessing a new
date -- from the original August 2008 schedule -- for the firm
delivery of its first 787 Dreamliners to Northwest.

Delta president and Northwest CEO Ed Bastian told Freep.com that
the airline already has the aircraft that "will fly almost any
mission in the world," and declined to comment on the status of
Northwest's Dreamliner orders.

The Dreamliner costs between $146 million and $200 million,
according to the report.

                     About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTEK INC: September 30 Balance Sheet Upside-Down by $62 Million
-----------------------------------------------------------------
Deltek, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $187.9 million and total liabilities of $249.8 million,
resulting in a stockholders' deficit of $61.9 million.

For three months ended Sept. 30, 2008, the company reported net
income of $8.0 million compared with net income of $5.8 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $17.4 million compared with net income of $15.3 million
for the same period in the previous year.

For the nine months ended Sept. 30, 2008, net cash provided by
operating activities was $33.0 million, compared to $12.1 million
provided during the comparable period of 2007.  The increase of
$20.9 million was related to collection of customer payments which
were offset by higher cash payments for taxes and other expenses
in the first nine months of 2008.  During the third quarter of
2008, cash flows from operating activities were impacted by cash
payments of $862,000 for severance and other related costs
associated with the restructuring charge recorded by the company
during this period.  The remaining accrued liability of $63,000 is
expected to be paid within the next three months.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?372c

                         About Deltek, Inc.

Headquartered in Herndon, Virginia, Deltek, Inc. (Nasdaq: PROJ) --
http://www.deltek.com/--provides  enterprise applications
software and related services designed specifically for project-
focused organizations.  Project-focused organizations generate
revenue from defined, discrete, customer-specific engagements or
activities.


DOUBLE EAGLE: Auditor Raises Going Concern Doubt
------------------------------------------------
Moore & Associates Chartered in Las Vegas, Nevada, in a letter
dated December 22, 2008, to the Board of Directors and
stockholders of Double Eagle Holdings, Ltd., expressed substantial
doubt about the company's ability to continue as a going concern.
The firm audited the statements of net assets (liabilities),
including schedules of investments, of Double Eagle Holdings, Ltd.
as of September 30, 2008 and 2007, and the related statements of
operations, cash flows, changes in net assets (liabilities) and
financial highlights for the years ended September 30, 2008, 2007,
and 2006.

Moore & Associates pointed out that the company has incurred a
loss of $161,637 from operations, which raises substantial doubt
about its ability to continue as a going concern.

M.E. "Hank" Durschlag, chairman, chief executive officer and chief
financial officer, disclosed in a regulatory filing with the
Securities and Exchange Commission that the company has not
established sources of revenue sufficient to fund the development
of business, projected operating expenses and commitments for the
next twelve months.  At September 30, 2008, current assets,
excluding investments, are $68,540, of which $57,970 is accounts
receivable for management fees and accrued interest from portfolio
companies.  Current liabilities are $42,005.

"The company has demonstrated an ability to raise funds as needed
to fund operations and investments to complete its business plan.
However, there can be no assurance that the planned sale of common
stock will provide sufficient funding to develop the company's
current business plan.  These conditions raise some doubt about
the company's ability to continue as a going concern.  However,
the funds raised to date substantially eliminate the likelihood
that the company will not continue as a going concern."

As of September 30, 2008, the company's statement of net assets
showed total assets of $1,012,885, total liabilities of $42,005,
and net assets of $970,880.

                        About Double Eagle

Double Eagle Holdings, Ltd. filed a notification under Form N54a
with the U.S. Securities and Exchange Commission on April 5, 2007,
indicating its election to be regulated as a business development
company under the Investment Company Act of 1940.  As a BDC, the
company is required to invest at least 70% of its total assets in
qualifying assets, which, generally, will be privately held
companies or companies with thinly traded public securities at the
time it invests in them.  The company may invest a portion of the
remaining 30% of its total assets in debt or equity securities of
companies that may be larger or more stable than target portfolio
companies.


DUKE FUNDING: S&P Junks Ratings on Class A-1 & A-2 Notes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Duke Funding High Grade V, a
cash flow high-grade structured finance collateralized debt
obligation of residential mortgage-backed securities managed by
Ellington Management Group LLC.  Concurrently, S&P removed the
ratings from CreditWatch with negative implications.

The downgrades reflect the increase in defaulted assets
($246 million as of Oct. 29, 2008, up from $111 million as of
April 30, 2008) since Standard & Poor's last rating actions on
July 1, 2008.

      Ratings Lowered And Removed From Creditwatch Negative

                    Duke Funding High Grade V

                         Rating
                         ------
    Class             To        From   Current balance (mil. $)
    -----             --        ----   ------------------------
    A-1               CC        B/Watch Neg          1,243.7436
    A-2               CC        CCC-/Watch Neg         108.0000

  Transaction Information
  -----------------------
Issuer:              Duke Funding High Grade V Ltd.
Collateral manager:  Ellington Management Group LLC
Underwriter:         Wachovia Securities Inc.

      Tranche                        Last           Current
      Information                    Action         Action*
      -----------                    ------         -------
      Date (MM/YYYY)                 07/2008        12/2008
      Class A-1 notes rating         B              CC
      Class A-1 notes bal. (mil. $)  1,251.68       1,243.74
      Class A-2 notes rating         CCC-           CC
      Class A-2 notes bal. (mil. $)  108.00         108.00

  Portfolio Benchmarks*                                Current
  ---------------------                                -------
S&P weighted average rating                          BB
S&P default measure (%)                              2.01
S&P variability measure (%)                          5.33
S&P correlation measure                              4.54
Obligors rated 'BBB-' and above (incl. defaulted)(%) 37.15
Obligors rated 'BB-' and above (incl. defaulted)(%)  42.16
Obligors rated 'B-' and above (incl. defaulted)(%)   51.40
Obligors rated in 'CCC' range (incl. defaulted)(%)   37.25
Obligors rated 'CC', 'SD', or 'D' (%)                11.35

* Data based on the Oct. 29, 2008, report.


DYNAMIC RESPONSE: Sept. 30 Balance Sheet Upside Down by $3.7MM
--------------------------------------------------------------
Dynamic Response Group, Inc.'s September 30, 2008, balance sheet
showed that the company had cash and cash equivalents of
$3 million, current liabilities of $8.7 million and stockholders'
deficit of $3.7 million.

Chief Executive Officer Melissa K. Rice disclosed that during the
nine months ended September 30, 2008, the company incurred a net
loss of $1.5 million.  "During the nine months ended September 30,
2008, operating activities used approximately $121,000 of cash.
Given the company's results from operations, current forecasts,
and financial position as of September 30, 2008, our present
capital resources may not be sufficient to fund our planned
operations through and beyond [the second quarter of 2009], and/or
the company may require significant additional funds in maintain
operations.  These conditions raise substantial doubt about the
company's ability to continue as a going concern."

"As a result of its limited capital resources, the company intends
to increase profitability by monitoring inventory, increasing the
product mix and seeking less expensive modes of shipping.  If we
are not able to reduce or defer our expenditures, secure
additional sources of revenue or otherwise secure additional
funding, we may be unable to continue as a going concern, and we
may be forced to restructure or significantly curtail our
operations, file for bankruptcy or cease operations.  We cannot
assure you that we will successfully defer, reduce or eliminate
certain operating expenditures or that we can obtain additional
funding on reasonable terms, or at all.  Further, if we raise
additional funds by issuing equity securities, our stock price may
decline, our existing stockholders will experience significant
dilution, and the newly issued securities may have rights superior
to those of existing shareholders."

Ms. Rice said that the company's operating and capital
requirements in connection with operations have been and will
continue to be significant.  "The recurring losses from operations
raise doubt about the company's ability to continue as a going
concern. Based on current plans, the company anticipates that
revenues earned from product sales will be the primary source of
funds for operating activities.  Our ability to continue as a
going concern is dependent upon our ability to generate sales from
our new products and our obtaining adequate capital to fund losses
until we become profitable."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?371b

                        Directed Appointed

Effective December 3, 2008, Dynamic Response appointed Reno R.
Rolle, as a director of the company to fill the board seat vacated
by Joseph I. Emas.  This appointment is effective until the next
annual meeting of the shareholders or unless Mr. Rolle is removed
by other action as allowed by the company's Bylaws.

Mr. Rolle is the CEO of Red Rock Pictures, Inc., President of
Synergy I.P. Group, LLC and inventor of the "Spin Fryer" a product
currently licensed by Synergy I.P. Group, LLC to the company for
manufacturing, marketing and distribution.  Pursuant to the terms
of the May 2008 manufacturing and marketing agreement, in exchange
for the exclusive rights to manufacture and market the "Spin
Fryer", the company agreed to compensate Synergy I.P. Group, LLC,
in cash based on a percentage of sales, and options to purchase up
to 5,000,000 shares of the company's common stock upon meeting
certain performance benchmarks.

Mr. Rolle was previously CEO for Shop America USA which
specialized in direct response television and infomercial
marketing.  Mr. Rolle was also a founding principal of the
National Lampoon Acquisition Group, LLC, an investment group that
acquired the "National Lampoon" brand.  Mr. Rolle founded National
Lampoon Home Entertainment in 2002 to produce and distribute
National Lampoon branded DVDs.  Between 1997 and 2001 Mr. Rolle
was the co-founder, Chairman and CEO of Synergy Worldwide, Inc., a
product engineering, design and marketing company.  From 1994 to
1997, Mr. Rolle was a co-founder of HSN Direct, a direct response
television joint venture with Home Shopping Network, Inc.

Mr. Rolle will receive 750,000 shares of the company's common
stock annually as consideration for serving on the company's Board
of Directors.  There are no family relationships between Mr. Rolle
and any of the company's members of the Board of Directors or
executive officers.  There are no arrangements between Mr. Rolle
and any other persons pursuant to which Mr. Rolle was appointed as
director.  Except for the company's manufacturing and marketing
agreement with Synergy I.P. Group, LLC for the "Spin Fryer", there
are no transactions, or proposed transactions, to which the
company is or was to be a party and in which Mr. Rolle had a
direct or indirect material interest that are required to be
disclosed under Item 404(a) of Regulation S-K.

                     About Dynamic Response

Dynamic Response Group, Inc., is a marketing company engaged in
the business of Electronic & Multi Media Retailing, including
print, radio, television and the Internet and considers itself an
emerging leader in the use of direct response transactional
television programming, known as infomercials, to market consumer
products.


EASTBRIDGE INVESTMENT: Posts $107,865 Net Loss in 3rd Quarter
-------------------------------------------------------------
Investment Group Corporation reported that for the three months
ended September 30, 2008, it posted a net loss of $107,865.  For
the nine months ended September 30, 2008, the company posted a net
loss of $577,694.

As of September 30, 2008, the company's balance sheet showed total
assets of $7,976,558, total liabilities of $2,809,808, and total
stockholders' equity of $5,083,560.

Chief Executive Officer Keith Wong and Chief Financial Officer
Norman Klein disclosed in a regulatory filing dated November 14,
2008, the company has incurred cumulative net operating losses of
$3,451,898 since inception until the new acquisition. "We place no
assurance on the on going operations of our new subsidiaries.  So
far, most of the working capital has been provided by the
company's management team members.  They have done so since
EastBridge's inception and have indicated their continued support
for EastBridge; however, there is no assurance that additional
funds will be advanced.  These matters raise substantial doubt
about the company's ability to continue as a going concern."

"We have cash and cash equivalents of $1,031,716 and $59,162
compared to working capital of $2,508,351 and deficit of $221,082
as of September 30, 2008, and December 31, 2007."

"We have operating activities provided by (used in) $927,973 and
($39,587) for the nine months ended September 30, 2008 and 2007,
respectively.  The difference is mainly attributable to the
increase in revenues in the current year and increase in operating
expenses of the company."

"Cash provided by financing activities was $44,581 and $27,059 for
the nine months ended September 30, 2008 and 2007, respectively.
The increase is due to repayment of advances from officers and
cash received from our line of credit."

"Our operations are currently financed through various loans from
senior management and principal shareholders as it has been the
case for the past several years.  We also have a line or credit
that we can borrow against and are seeking to increase the amount
of our line of credit.  However, there are no assurances that
management will continue to fund the company.  Management is in
the process of taking action to strengthen our working capital
position and generate sufficient cash to meet our operating needs.
In addition, we also anticipate generating revenue through our
proposed financial services that we provide to our clients and the
newly acquired companies which we own at least a 51% stake.  No
assurances can be made that management will be successful in
achieving its plan, or that additional capital will be available
on a timely basis or at acceptable terms."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?371d

           About EastBridge Investment Group Corporation

EastBridge Investment Group Corporation provides financial
services including public offering guidance, joint venture, and
merchant banking services, to the small to medium-size businesses
in China, India and other Asian countries.  Normally, the
company's first step is to help its clients become US public
companies.  Its target clients are mostly in China, Hong Kong, and
Australia.  The company focuses on short-term investment
opportunities where the expected return is within a one to two
year period and the potential gain is substantial for both
parties.  The company plans to expand to other Asian countries in
2009.


EDDIE WIGGINS: Files for Chapter 11 Due to Unpaid Debts by GM
-------------------------------------------------------------
Chuck Thompson at Macon.com reports that Eddie Wiggins said that
he has filed for Chapter 11 bankruptcy protection.

Macon.com quoted Mr. Wiggins as saying, "Our plan is to be closed
for New Year's Day and then be back open Friday with a skeleton
crew.  We hope to go before a judge either Monday or Tuesday and
have our reorganization plan approved so we can keep trying to
sell cars and keep our employees working."

According to Macon.com, Mr. Wiggins said that he has 47 workers at
his GMC, Buick, and Pontiac dealership on Russell Parkway.

Mr. Wiggins said that he was forced to file for bankruptcy because
he hasn't been paid about $140,000 in rebate and incentive money
he is due from General Motors Corp., Macon.com states.

"I don't owe GM anything, and I'm up to date with GMAC (the
financing company for GM dealers).  But I'm having to file and
notify my creditors because of the cash flow problems from not
receiving what GM owes me," Macon.com quoted Mr. Wiggins as
saying.  The report states that Mr. Wiggins said that he usually
gets rebate payments and payments for warranty work his service
department performs every two weeks from GM.  According to the
report, Mr. Wiggins said, "But I haven't received any payments
since Nov. 27. GM said then they were delaying payment until Dec.
11, but nothing has come from them since then.  Smaller
dealerships depend on that cash flow to operate, and we haven't
gotten it.  Before, GM would send the rebate checks directly to
me, and then I'd pay GMAC and my other creditors.  But after GMAC
put us on watch, the last check we received was made out to both
my dealership and GMAC.  We sent it on to GMAC, and they sent back
what they owed us.  But now GM is saying GMAC has the ($140,000
rebate) payment held up, but GMAC says it hasn't received the
money."

GM officials offered to take over the dealership, Macon.com
relates, citing Mr. Wiggins.  He said that he would still be
liable for any losses from his used car inventory, the report
states.  "I think I can sell the used cars without a loss, but I'm
not sure GM could, so I decided on filing Chapter 11 so that we
may be able to remain in control with the court's approval," the
report quoted him as saying.

Eddie Wiggins -- http://www.eddiewiggins.com-- is a car dealer
based in Warner Robins, Georgia.


EMCORE CORPORATION: Auditor Raises Going Concern Doubt
------------------------------------------------------
Deloitte & Touche LLP, in Dallas, Texas, in a letter dated
December 30, 2008, to the Board of Directors and Shareholders of
EMCORE Corporation expressed substantial doubt about the company's
ability to continue as a going concern.  The firm audited the
consolidated balance sheets of EMCORE Corporation and subsidiaries
as of September 30, 2008 and 2007, and the related consolidated
statements of operations, shareholders' equity and comprehensive
income (loss), and cash flows for each of the three years in the
period ended September 30, 2008.  "The company's recurring losses
from operations raise substantial doubt about its ability to
continue as a going concern."

President and Chief Executive Officer Hong Q. Hou, Ph.D.,
disclosed in a regulatory filing that the company commenced
operations in 1984 and as of September 30, 2008, the company had
an accumulated deficit of $424.8 million. "We incurred a net loss
of $80.9 million in fiscal 2008, net loss of $58.7 million in
fiscal 2007, and net income of $54.9 million in fiscal 2006.  Our
operating results for future periods are subject to numerous
uncertainties and we cannot assure you that we will not continue
to experience net losses for the foreseeable future.  Although our
revenue has grown in recent years, we may be unable to sustain
such growth rates if there are adverse changes in market or
economic conditions.  If we are not able to increase revenue
and/or reduce our costs, we may not be able to achieve
profitability."

"At September 30, 2008, cash, cash equivalents, available-for-sale
securities and restricted cash totaled approximately $24.7
million. Historically, the company has consumed cash from
operations.  During fiscal 2008, we consumed cash from operations
of approximately $41.9 million, with the rate of cash consumption
declining in the third and fourth quarters.  Historically, we have
addressed our liquidity requirements through a series of cost
reduction initiatives, capital markets transactions and the sale
of assets. As of September 30, 2008, we had approximately
$79.2 million in working capital.  Although we expect our
operating performance to improve in future periods, we anticipate
that the recession in the United States and the slowdown of
economic growth in the rest of the world may create a more
challenging business environment for us in the near term."

"These matters raise substantial doubt about the company's ability
to continue as a going concern," Dr. Hong Q. Hou said.

                   Management Actions and Plans

Recently, the company has revised the assumptions underlying its
operating plans and recognized that additional actions were needed
to position its operations to minimize cash usage.  Accordingly,
Dr. Hong Q. Hou said the company undertook a number of initiatives
aimed at conserving or generating cash on an incremental basis
through the end of 2009. "These initiatives included business
realignment, structural cost and headcount reductions, reduction
of capital spending, a greater emphasis on managing our working
capital, and certain asset sales. In December 2008, we announced
an agreement to sell our non-core equity interests for
approximately $11.4 million in cash."

"In addition to these operational measures, we are actively
pursuing a number of capital raising initiatives including the
sale of a minority ownership position in the company's
photovoltaics business as an initial step towards a potential spin
off of the business. In October 2008, we announced the closing of
a $25 million secured credit facility with Bank of America and, in
November 2008, the company sold $1.7 million of our auction rate
securities at 100% par value with the remaining $1.4 million in
auction rate securities expected to be settled at 100% par value
by June 2010."

"These initiatives are intended to conserve or generate cash in
response to the deterioration in the global economy so that we can
preserve adequate liquidity through December 2009.  However, the
full effect of many of these actions will not be realized until
later in 2009, even if they are successfully implemented. We are
committed to exploring all of the initiatives discussed above and
there is no assurance that capital markets conditions will improve
within that time frame. Our ability to continue as a going concern
is substantially dependent on the successful execution of many of
the actions referred to above within the timeline contemplated by
our plans."

"If cash generated from operations and cash on hand are not
sufficient to satisfy EMCORE's liquidity requirements, EMCORE will
seek to obtain additional equity or debt financing.  Due to the
unpredictable nature of the capital markets, additional funding
may not be available when needed, or on terms acceptable to
EMCORE.  If EMCORE is required to raise additional financing and
if adequate funds are not available or not available on acceptable
terms, our ability to continue to fund expansion, develop and
enhance products and services, or otherwise respond to competitive
pressures may be severely limited. Such a limitation could have a
material adverse effect on EMCORE's business, financial condition,
results of operations, and cash flow."

As of September 30, 2008, the company's balance sheet showed total
assets of $329,278,000, total liabilities of $75,556,000 and total
stockholders' equity of $253,722,000.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3724

                     About EMCORE Corporation

EMCORE Corporation and consolidated subsidiaries designs,
manufactures and markets a broad portfolio of compound
semiconductor-based products for the broadband, fiber optic,
satellite and solar power markets. The company has two reporting
segments: Fiber Optics and Photovoltaics.


FANNIE MAE: Says IndyMac Must Repurchase $1BB of Home Mortgages
---------------------------------------------------------------
Fannie Mae believes that IndyMac Bank has obligations to
repurchase about $1 billion of home mortgages that failed to meet
Fannie Mae's standards, Damian Paletta and James R. Hagerty at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, banks that sell loans to Fannie Mae or Freddie
Mac must make "representations and warranties" that those loans
meet certain quality standards, or the lenders can be forced to
buy the loans back.  The report says that IndyMac Bank started
selling the bulk of its loans to Fannie Mae and Freddie Mac in the
second half of 2007.

Citing a Fannie Mae spokesperson, WSJ relates that the company is
working with the Federal Deposit Insurance Corp. -- which is
selling IndyMac Bank -- to resolve the issue.  "We are awaiting
information from the FDIC," the report quoted the spokesperson as
saying.

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FEDERAL TRUST: Posts $10.2 Million Net Loss in 3rd Quarter
----------------------------------------------------------
Federal Trust Corporation had a net loss for the three-month
period ended September 30, 2008, of $10.2 million, compared with a
net loss of $6.1 million.  "The loss for the three months ended
September 30, 2008, is primarily attributable to a $6.1 million
provision for loan losses, together with interest income foregone
as a result of the increase in nonperforming loans and the
$1.3 million write-off of the costs associated with our
unsuccessful efforts to raise additional equity capital,"
President and Chief Executive Officer Dennis T. Ward and Executive
Vice President and Chief Financial Officer Gregory E. Smith
disclosed in a regulatory filing dated November 14, 2008.

"If the company is not able to raise additional capital or sell
control of all or part of the company in a merger or other
transaction, management believes that there is substantial doubt
about the company's and the Bank's ability to continue as a going
concern.  The Bank's operating and capital requirements, the
recurring losses due to recent increases in nonperforming loans,
declining net interest margin and continuing high levels of
operating expenses are contributing factors for this concern.  In
order to comply with its regulatory capital requirements, the Bank
needs to raise substantial additional capital.  There is no
guarantee that a merger or similar transaction or that sufficient
capital will be available at acceptable terms, if at all."

As previously reported in the Troubled Company Reporter, Federal
Trust said that on October 29, 2008, it received notice from the
staff of the NYSE Alternext US indicating the Exchange's intent to
delist Federal Trust common stock from the Exchange.  The letter
from the Exchange indicated that Federal Trust no longer complies
with the Exchange's continued listing standards.  Specifically,
the staff of the Exchange determined that Federal Trust is in
violation of Section 1003(a)(iv) of the NYSE Alternext US LLC
Company Guide.  The letter noted the issues raised by the Cease
and Desist Order that has previously been issued to Federal Trust
by the Office of Thrift Supervision, as well as Federal Trust's
inability to raise capital by the September 30, 2008 deadline
previously established by the Office of Thrift Supervision.  The
Exchange has also determined that Federal Trust has become subject
to Section 1002(b) of the company Guide, which states that the
Exchange will consider removal from listing of a security when, in
the opinion of the Exchange, "it appears that the extent of public
distribution or the aggregate market value of the security has
become so reduced as to make further dealings on the Exchange
inadvisable."

Federal Trust does not intend to appeal the Exchange's intention
to delist the common stock from the Exchange, will seek to have
one or more market makers quote the common stock for trading
through the OTC Bulletin Board or the "Pink Sheets".

As of September 30, 2008, the company's balance sheet showed total
assets of $601,741,000, total liabilities of $591,880,000 and
total stockholders' equity of $9,861,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3720

                  About Federal Trust Corporation

Federal Trust Corporation is the sole shareholder of Federal Trust
Bank and Federal Trust Mortgage Company.  Federal Trust operates
as a unitary savings and loan holding company.  Federal Trust's
primary business activity is the operation of the Bank and the
Mortgage Company.  The Bank is a federally-chartered stock savings
bank.  The Bank's deposits are insured up to applicable limits by
the Federal Deposit Insurance Corporation.  The Bank provides a
wide range of banking services to individual and corporate
customers through its 11 full-service branch offices located in
Orange, Seminole, Volusia, Lake and Flagler Counties, Florida.
Until April 2008, the company operated a residential mortgage
company, Federal Trust Mortgage Company, where the company
originated residential mortgage loan, purchased and sold mortgage
loans in the secondary market, and serviced residential mortgage
loans, including loans in Federal Trust Bank's loan portfolio.  In
April 2008, Federal Trust Bank assumed the staff and operations of
Federal Trust Mortgage Company.


FOOTHILLS RESOURCES: Has Until Jan. 30 to Deliver Financials
------------------------------------------------------------
On December 2, 2008, Foothills Resources, Inc., entered into a
Limited Waiver to Credit Agreement and Amendment to Third
Amendment to Credit Agreement and Amended and Restated Forbearance
Agreement, dated as of December 2, 2008, by and among the company
and each of its subsidiaries as borrowers, certain lenders and
Wells Fargo Foothill, LLC, as administrative agent.

Pursuant to the Waiver, the lenders and Wells Fargo Foothill, LLC,
extended until January 30, 2009, the date by which the company
must deliver to lenders and Wells Fargo Foothill, LLC, copies of
the company's and its subsidiaries' forecasted balance sheets,
profit and loss statements, and cash flow statements, pursuant to
Section 5.3 of the Credit Agreement, dated as of December 13,
2007, by and among the company and each of its subsidiaries as
borrowers, certain lenders and Wells Fargo Foothill, LLC, as
administrative agent, as amended.

Additionally, the Waiver amended the Credit Agreement to require
the company to maintain a leverage ratio less than 10.41:1.00 for
the calendar month ending October 31, 2008, 10.73:1.00 for the
calendar month ending November 30, 2008, and 10.96:1.00 for the
calendar month ending December 31, 2008.  The Waiver further
amended the Credit Agreement to allow Wells Fargo Foothill, LLC,
in its sole discretion, to extend the deadline for the company to
complete certain actions identified in the report entitled
"Restructuring Critical Path and Options" dated September 19,
2008.

A full-text copy of the Limited Waiver Agreement is available for
free at: http://researcharchives.com/t/s?373e

In a regulatory filing dated November 14, 2008, Chief Executive
Officer Dennis B. Tower and Chief Financial Officer W. Kirk Bosche
disclosed that the company is considering and actively pursuing
other strategic alternatives, which may include a sale of a
portion of the company's assets, a merger or other business
combination, or the issuance of equity or other securities, in
connection with the repayment of all or a portion of the company's
obligations under the Credit Facility. "All of these factors raise
substantial doubt about the company's ability to continue as a
going concern."

The company reported a net loss of $2,148,000 for the three months
ended September 30, 2008, compared to a net loss of $2,172,000 for
the three months ended September 30, 2007.

As of September 30, 2008, the company's balance sheet showed total
assets of $89,464,000, total current liabilities of $78,812,000,
asset retirement obligations of $662,000, fair value of derivative
financial instruments of $3,679,000, and total shareholders'
equity of $6,311,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?373f

                  About Foothills Resources, Inc.

Headquartered in Bakersfield, California, Foothills Resources,
Inc. (OTC:FTRS) -- http://www.foothills-resources.com/-- is an
independent energy company engaged in the acquisition,
exploration, exploitation and production of oil and natural gas
opportunities in California, Texas and Oklahoma.


FORD MOTOR: Vehicle Sales in US Drop Almost 19% in 2008
-------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Ford Motor
Co. said on Friday that industry-wide car and truck sales in the
U.S. dropped almost 19% in 2008.

Ford Motor's chief sales analyst, George Pipas, said that overall
vehicle sales, including heavy and medium-duty trucks, were
expected to drop to 13.5 million in 2008 from 16.5 million in
2007, which would be the lowest sales year since 1992, WSJ
relates.

Citing Mr. Pipas, WSJ states that the sales rate for vehicles, on
an annualized basis, fell from 15.6 million vehicles in the first
quarter 2008 to:

     -- 14.6 million in the second quarter 2008,
     -- 13.1 million in the third quarter 2008, and
     -- 10.6 million in the fourth quarter 2008.

"We are not looking for sales in the first quarter to be much
different than the fourth quarter," WSJ quoted Mr. Pipas as
saying.  Ford Motor, according to WSJ, said that the continued
slowdown won't change much in the first quarter 2009.

Citing Mr. Pipas, WSJ says that Ford Motor's market share in the
U.S. would drop to 14% for 2008, from 14.7% in 2007.

Mr. Pipas said that vehicle sales could recover in the second half
of 2009 as efforts to stimulate the economy take, according to
WSJ.  Ford Motor said its overall 2009 sales would total
12.5 million units, while light-vehicle sales may hit
12.2 million, WSJ reports.

Neil Irwin at the Washington Post reports that the U.S. Treasury
Department keeps leeway in the U.S. auto aid.  The Washington Post
relates that the Treasury "will determine the form, terms, and
conditions of any investment made pursuant to this program
[Automotive Industry Financing Program] on a case-by-case basis."

                      About Ford Motor Co.

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

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

                        *     *     *

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

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


FORSTER DRILLING: CFO and Controller Garrick Clayton Steps Down
---------------------------------------------------------------
Forster Drilling Corporation disclosed in a regulatory filing with
the Securities and Exchange Commission of the changes in the
company's management.

On Oct. 27, 2008, Garrick Clayton stepped down as controller,
chief operating officer and acting chief financial officer of the
company.

On Oct. 29, 2008, Fred E. Forster, III, stepped down as a member
of the board of directors.  Mr. Forster is no longer an officer,
director, employee or agent of the company.

Headquartered in Houston, Forster Drilling Corporation (OTC BB:
FODL.OB) -- http://www.forsterdrilling.com/-- is engaged in
in the refurbishing land drilling rigs and deploying them for use
by oil and natural gas producers.  Currently, the company provides
contract land drilling services in New Mexico to two different oil
and gas company customers.

Forster Drilling Corp.'s consolidated balance sheet at Feb. 29,
2008, showed $15,050,904 in total assets and $16,088,602 in total
liabilities, resulting in a $1,037,698 total stockholders'
deficit.

                       Going Concern Doubt

LBB & Associates Ltd., LLP, in Houston, expressed substantial
doubt about Forster Drilling Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.


FRONTIER AIRLINES: Has Long-Term Labor Deal with Maintenance Staff
------------------------------------------------------------------
Frontier Airlines' aircraft appearance agents and maintenance
cleaners represented by the International Brotherhood of
Teamsters have ratified the long-term labor agreement with the
airline, Frontier said in a statement dated December 17, 2008.

The Agreement, which Frontier and the Teamsters reached on
November 26, modified the terms of the existing collective
bargaining agreement concerning the Appearance Agents and
Maintenance Cleaners, which covers the period from September 16,
2005 through September 16, 2015.

Among other things, the Agreement will provide Frontier with wage
concessions.  Specifically, the wage rates for all Aircraft
Appearance Agents and Maintenance Cleaners represented by the
Teamsters will be reduced between 1% and 6% during certain
periods until December 12, 2012.

Pursuant to the Agreement, the Teamsters will have an allowed
general non-priority unsecured claim for $472,196 against the
Debtors under Section 502 of the Bankruptcy Code.

"I want to express my gratitude to our Aircraft Appearance Agents
and Maintenance Cleaners for their willingness to make sacrifices
to help in our restructuring efforts and eventual growth and
sustainability," Frontier President and CEO Sean Menke stated.

"This agreement, like the concessions made by the majority of our
employee groups, is vital to Frontier's cost-reduction efforts
ahead of our emergence from Chapter 11," he added.

The Teamsters represents 119 Aircraft Appearance Agents and 4
Maintenance Cleaners at Frontier.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Inks Long Term Pact with Pilots
--------------------------------------------------
Frontier Airlines, Inc., has reached a tentative agreement for
long-term wage and benefits concessions with leaders of the
Frontier Airlines Pilots Association on December 19, 2008, the
carrier said in an official statement.

The Agreement, which has been approved by the FAPA Board of
Directors, will go before the union membership for a ratification
vote.

"Our pilots have been the epitome of professionalism throughout
this process, and for that, I thank them," said Frontier
President and CEO Sean Menke, calling the Tentative Agreement
"a big step forward for us."

"It is important that all of our employees are on board and
moving in the same direction during our restructuring efforts,"
Mr. Menke noted.

According to FAPA President John Stemmler, the Union
"[understands] the challenges Frontier faces right now and our
membership has worked to support Frontier through the entire
process."

Mr. Stemmler added that the Tentative Agreement "minimizes the
damage to our contract, preserves our company's collaborative
culture, and will give Frontier its best chance to survive in the
near term and flourish in the long term."

If the agreement is approved by the FAPA union membership,
Frontier will have secured concessions from all of its
represented employees -- a critical milestone in the company's
ongoing restructuring efforts.

To recall, in November 2008, the Court authorized the Debtors to
enter into, and perform under a Pilot Extension Agreement with
FAPA, subsequent to the ratification of the FAPA membership in
June 2008, of certain tentative pacts that provided for temporary
wage and benefit concessions to help Frontier in its attempt to,
among other things, secure debtor-in-possession financing.

The Extension Agreement extended the wage concessions agreed to
under the Pilot Interim Agreement through December 1, 2008.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FRONTIER AIRLINES: Court OKs Rejection of Pepsi Center Sponsorship
------------------------------------------------------------------
Frontier Airlines Inc. obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York to reject an agreement
to sponsor teams that play in Denver's Pepsi Center arena,
including the Colorado Avalanche, Denver Nuggets, Colorado Crush
and the Colorado Mammoth lacrosse team.

The Court also approved Frontier's rejection of its beverage
agreement with Coca-Cola Enterprises, Inc.

As reported by the Troubled Company Reported on Dec. 11, 2008, in
a document filed with the Court, Frontier proposed to reject
effective Dec. 4, its Agreement for Sponsorship and Promotion
Rights dated July 1, 2006, with Kroenke Arena Company LLC.
Objections are still due Dec. 15.  The rejection plan was filed as
a notice before the U.S. Bankruptcy Court for the Southern
District of New York.  The rejection may be approved absent
objections.

According to Bloomberg's Christopher Scinta, the Avalanche and
Nuggets are owned by billionaire Stan Kroenke, who also co-owns
the National Football League's St. Louis Rams and has a stake in
English Premier League soccer club Arsenal.  Frontier had a
package sponsorship to advertise in the arena and provide travel
to the teams, said spokeswoman Lindsey Purves, who did not
disclose the value of the deal.

Bloomberg notes that while Frontier is withdrawing advertising
from the Pepsi Center, the carrier will now serve PepsiCo products
on its planes after rejecting a contract with Coca-Cola
Enterprises Inc., Ms. Purves said.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.)  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts.  Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

(Frontier Airlines Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


GENERAL DATACOMM: Can't File Annual Report on Time
--------------------------------------------------
General Datacomm Industries, Inc., advised the Securities and
Exchange Commission that it won't be able to timely file its
annual report on Form 10-K for the fiscal year ended September 30,
2008, without unreasonable effort or expense.

William G. Henry, Vice President, Finance and Administration Chief
Financial Officer of the company, explained that the company has
limited financial resources and has been negotiating with its
audit firm for its fees for the audit.  "This has delayed the
preparation of the Form 10-K. The [company] plans to file its
annual report on Form 10-K, excluding financial statements, and
its unaudited financial statements on Form 8-K, on or before the
fifteenth calendar day following the original due date of the Form
10-K.  The [company] plans to file an amended Form 10-K upon
completion of the audit," Mr. Henry said.

On December 8, 2008, the company finalized an amendment of its
subsidiary's mortgage loan with Atlas Partners Mortgage Investors,
LLC, for the purpose of extending the maturity of such mortgage
loan from July 31, 2009 to July 31, 2010.  As consideration for
the extension, the interest rate was increased effective January
1, 2009, to 30-day LIBOR plus 8% from 30-day LIBOR plus 6%, the
minimum 30-day LIBOR was set at 4%, and an extension fee of
$45,000 is payable August 1, 2009.   All other terms and
conditions remain the same.

On November 10, 2008, the company sold additional receivables with
a face value of $256,140 for an aggregate purchase price of
$250,000 to Howard S. Modlin, its Chief Executive Officer,
pursuant to the same terms and conditions as the Receivable Sales
Agreement dated October 24, 2008.  The company sold additional
receivables with a face value of $256,228 for an aggregate
purchase price of $250,000 to Mr. Modlin on November 25, and
additional $230,625 in receivables in December 2008.  The company
has indicated that, subject to Mr. Modlin's agreement, it may sell
additional receivables from time-to-time to Mr. Modlin but there
can be no assurance of any such transactions or the extent
thereof.

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.

GDC's product offerings enable legacy and DSL network access;
bandwidth management, multiprotocol label switching (MPLS), voice
over IP (VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm reported that
the company has both a working capital and stockholders' deficit
at Sept. 30, 2007, and has no current ability to obtain new
financing.

The company has no current ability to borrow additional funds.  It
must, therefore, fund operations from cash balances, cash
generated from operating activities and any cash that may be
generated from the sale of non-core assets such as real estate and
others.  The company has $28,306,954 of debentures including
accrued interest which mature on Oct. 1, 2008, which it is
presently unable to pay.

For the quarterly period ended June 30, 2008, the company reported
$10,138,000 in total assets and $42,333,000 in total liabilities,
resulting in $32,195,000 in stockholders' deficit.


GENERAL GROWTH: Picks Weil Gotshal as New Bankruptcy Counsel
------------------------------------------------------------
General Growth Properties Inc. has replaced Sidley Austin LLP with
Weil, Gotshal & Manges LLP as its bankruptcy counsel, Kris Hudson
at The Wall Street Journal reports, citing people familiar with
the matter.

According to WSJ, General Growth hasn't filed for Chapter 11
protection, but is considering doing so if it fails to sell assets
or secure an agreement on deadline extensions with its lenders.
The report says that General Growth is struggling to restructure
or postpone payment on $27 billion in debt as large installments
of it come due in the coming months.

Weil Gotshal, says WSJ, has worked on the bankruptcy cases of
Lehman Brothers Holdings Inc., Bethlehem Steel Corp., and Marvel
Entertainment Group.  According to the report, Weil Gotshal also
advises General Motors Corp. and Extended Stay Hotels Inc.

Citing people familiar with the matter, WSJ relates that General
Growth will also hire Kirkland & Ellis LLP as bankruptcy counsel
for some of its subsidiaries.  Goldman Sachs Group Inc., Morgan
Stanley, and Deutsche Bank AG, are working as advisers for General
Growth, WSJ states.

WSJ says Paul, Weiss, Rifkind, Wharton & Garrison LLP will assist
holders of some of the $600 million in General Growth bonds coming
due in March and April 2009 in negotiations with General Growth.

Citing a person familiar with the matter, Dan Wilchins and Ilaina
Jonas at Reuters relates that hedge fund Pershing Square Capital
Management, is betting that General Growth will file for
bankruptcy.  Pershing Square has a 7.5% stake in General Growth,
says the report.

Pershing Square, according to Reuters, said that General Growth's
real problem is its maturing debt -- two loans totaling
$900 million, set to mature at the start of December.  Reuters
relates that lenders extended that deadline to February 2009,
adding to the $2.49 billion of other debt due in 2009.  Pershing
Square believes that General Growth is having trouble refinancing
its debt due to difficulties in the commercial mortgage market in
the weeks after Lehman Brothers' Chapter 11 filing, Reuters
states.  Citing a person familiar with the matter, the report says
that General Growth has problems with liquidity rather than
solvency.

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

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

                         *     *     *

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


GENERAL MOTORS: Board of Directors Approves Amendment of Bylaws
--------------------------------------------------------------
General Motors Corporation disclosed in a regulatory filing that
its board of directors approved amendments to the company's Bylaws
effective immediately.  Section 2.4, which establishes the process
for calling a special meeting of the board well as the timing of
notice of a special meeting, was amended to add that the secretary
of the company may provide less than 24 hours notice if the notice
is reasonable under the circumstances.

In addition, Section 2.5, which sets the quorum for meetings of
the board, was amended to provide that one third of the whole
board constitutes a quorum at a regular or special meeting of the
board for which directors receive notice at least 24 hours in
advance and that for a special meeting for which directors
received less than 24 hours' notice, a majority of the whole board
constitutes a quorum.

A full-text copy of the BYLAWS as of Dec. 19, 2008, is available
for free at http://ResearchArchives.com/t/s?3736

Neil Irwin at the Washington Post reports that the U.S. Treasury
Department keeps leeway in the U.S. auto aid.  The Washington Post
relates that the Treasury "will determine the form, terms, and
conditions of any investment made pursuant to this program
[Automotive Industry Financing Program] on a case-by-case basis."

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of $110.425 billion, total
liabilities of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

-- Senior secured at 'B/RR1';
-- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GINN-LA CONDUIT: Files for Chapter 7 Liquidation
------------------------------------------------
Jeff Ostrowski at Palm Beach Post reports that Ginn Resorts has
filed Chapter 7 petitions for Ginn-LA CS Borrower LLC and Ginn-LA
Conduit Lender Inc., due to the housing downturn.

Palm Beach Post relates that Ginn-LA CS and Ginn-LA Conduit owe
Credit Suisse $675 million.  The report says that Ginn Resorts
defaulted on loan payments in June 2008 and had been in talks with
its lender since then.  The loan covered Tesoro, Quail West, Ginn
sur Mer in the Bahamas and Laurelmor in North Carolina, the report
states.

According to the report, Ginn Resorts said that it found a new
owner for Laurelmor and entered into a joint venture with the
lender to complete Ginn sur Mer.

Gin said in a statement that Tesoro will continue operations under
the supervision of the bankruptcy court and a court-appointed
trustee until the property is sold.

Ginn-LA Conduit Lender Inc. is based in Celebration, Florida.  It
is a subsidiary of Ginn Resorts.


GINN-LA CS: Files for Chapter 7 Liquidation
-------------------------------------------
Jeff Ostrowski at Palm Beach Post reports that Ginn Resorts has
filed Chapter 7 petitions for Ginn-LA CS Borrower LLC and Ginn-LA
Conduit Lender Inc., due to the housing downturn.

Palm Beach Post relates that Ginn-LA CS and Ginn-LA Conduit owe
Credit Suisse $675 million.  The report says that Ginn Resorts
defaulted on loan payments in June 2008 and had been in talks with
its lender since then.  The loan covered Tesoro, Quail West, Ginn
sur Mer in the Bahamas and Laurelmor in North Carolina, the report
states.

According to the report, Ginn Resorts said that it found a new
owner for Laurelmor and entered into a joint venture with the
lender to complete Ginn sur Mer.

Gin said in a statement that Tesoro will continue operations under
the supervision of the bankruptcy court and a court-appointed
trustee until the property is sold.

Ginn-LA CS Borrower, LLC was formed in 2006 by affiliates of
Lubert Adler funds and the Ginn Companies to acquire and develop
four resort or private club projects in Grand Bahama Island,
Naples and Port St. Lucie, Florida and Boone, North Carolina.


GMAC LLC: Ezra Merkin May Leave Chairperson Post at Unit
--------------------------------------------------------
David Welch at BusinessWeek reports that the U.S. Treasury
Department, the new biggest shareholder at GMAC Financial
Services, is expected to appoint a new chairperson of the board of
directors, replacing J. Ezra Merkin.

According to BusinessWeek, GMAC has secured at a $6 billion
bailout package from the federal government.  In return, the
government will be able to decide on restructuring the GMAC board,
BusinessWeek relates.  The Treasury Department, says the report,
is likely to cut in half the number of directors in GMAC, leaving
seven directors in the company.  GMAC spokesperson Gina Proia
confirmed the planned change in the board, the report states.

BusinessWeek relates that Mr. Merkin wouldn't remain under the new
board structure.  Mr. Merkin is facing a lawsuit by New York
University for his involvement in the Bernard Madoff fraud, the
report says.  New York University, according to the report,
claimed that Mr. Merkin fed funds from the college to Bernard
Madoff's firm and that he concealed Mr. Madoff's fraudulent
practices from the university.

Mr. Merkin also had decided that he wasn't going to stay after the
Treasury Department took a bigger hand in GMAC, BusinessWeek
reports, citing a source familiar with the matter.

Most of the executives appointed to the board by owners General
Motors Corp. and Cerberus Capital Management would be taken out,
BusinessWeek states, citing sources familiar with the situation.
A source said that Cerberus, which has four executives on the GMAC
board, will get one voting director on the new board, according to
BusinessWeek.  GM will have one nonvoting executive of the GMAC
board, from having four voting executives, BusinessWeek reports.
GM President and Chief Operating Officer Frederick A. Henderson or
GM Treasurer Walter Borst will likely stay in the GMAC board, the
report says, citing people familiar with the situation.

                         About GMAC LLC

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

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

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

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.  As a bank holding company, GMAC will have expanded
opportunities for funding and access to capital, which will
provide increased flexibility and stability.

For three months ended Sept. 30, 2008, the company reported net
loss of $2.5 billion compared to net loss of $1.5 billion for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred net
loss of $5.5 billion compared to $1.6 billion for the same period
in the previous year.

At Sept. 30, 2008, GMAC's balance sheet showed total assets of
$211.3 billion, total liabilities of $202.0 billion and members'
equity of about $9.3 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2008,
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential
Capital LLC (CC/Watch Neg/C) are not affected by GMAC's
announcement that it extended the early delivery time with respect
to separate private exchange offers and cash tender offers to
purchase or exchange certain of its and its subsidiaries' and
Residential Capital's outstanding notes to provide investors with
a final opportunity to consider the GMAC and Residential Capital
LLC offers.


GMAC LLC: S&P Downgrades Selected Ratings to 'SD' From 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered selected
ratings on GMAC LLC and its subsidiary Residential Capital LLC,
including lowering the long-term counterparty credit rating to
'SD' (selective default) from 'CC' for both entities.  The ratings
were removed from CreditWatch, where they were placed with
negative implications on Nov. 20, 2008.

This action follows the company's completion of an exchange offer
for certain bonds of both GMAC LLC and Residential Capital LLC
that, for the reasons cited below, is characterized pursuant to
S&P's criteria as a distressed debt exchange.

"The downgrade reflects the fact that the exchange offer paid less
than face value to certain bondholders and left untendered bonds
in a subordinated position to the new notes," said Standard &
Poor's credit analyst John K. Bartko.

In S&P's view, the exchange, along with the recent approval of
GMAC LLC as a bank holding company, enhances its liquidity and
capital positions.  GMAC LLC will now have access to various
support programs available to bank holding companies.
Still, S&P believes the exchange and the application for bank
holding company status illustrate the gravity of the company's
financial position.

S&P expects to reassess its rating on GMAC LLC and Residential
Capital LLC in the near term, factoring into S&P's assessment,
among other considerations, the new liability structure, cash flow
projections, and the company's overall business strategy.


HARRAH'S ENTERTAINMENT: Affiliate Issues $214MM of 10% Sr. Notes
----------------------------------------------------------------
Harrah's Operating Company, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that it:

   i) issued $214,800,000 aggregate principal amount of 10.0%
      second-priority senior secured notes due 2015 and
      $847,621,000 aggregate principal amount of 10.0% second-
      priority senior secured notes due 2018, which mature on
      Dec. 15, 2015, and Dec. 15, 2018, pursuant to an indenture,
      dated as of Dec. 24, 2008, among the company, Harrah's
      Entertainment, Inc. and U.S. Bank National Association, as
      trustee; and

  ii) entered into a collateral agreement, dated as of Dec. 24,
      2008, among the company, certain subsidiaries of the company
      party thereto and U.S. Bank, as collateral agent.  The
      Indenture and the Collateral Agreement provide that the
      notes are guaranteed by the Harrah's Entertainment and are
      secured on a second-priority basis by substantially all of
      the assets of the company and the assets of the Subsidiary
      Pledgors of the company that have pledged their assets to
      secure the company's obligations under the senior secured
      credit facilities.

The company will pay interest on the notes at 10.0% per annum,
semiannually to holders of record at the close of business on
June 1 or December 1 immediately preceding the interest payment
date on June 15 and December 15 of each year, commencing on
June 15, 2009.

The company may redeem the notes, in whole or part, at any time
prior to Dec. 15, 2012, with respect to the 2015 notes, and
Dec. 15, 2013, with respect to the 2018 notes at a price equal to
100% of the principal amount of the notes redeemed plus accrued
and unpaid interest to the redemption date and a "make-whole
premium."  The company may redeem the notes, in whole or in part,
on or after Dec. 15, 2012, with respect to the 2015 notes, and
Dec. 15, 2013, with respect to the 2018 notes at the redemption
prices set forth in the Indenture.  At any time before Dec. 15,
2011, the company may choose to redeem up to 35% of the principal
amount of each of the 2015 notes and the 2018 notes at a
redemption price equal to 110.000% of the face amount thereof with
the net proceeds of one or more equity offerings so long as at
least 50% of the aggregate principal amount of the notes at
maturity issued of the applicable series remains outstanding
afterwards.

On Dec. 24, 2008, Harrah's Operating and Harrah's Entertainment
entered into a registration rights agreement with Citigroup Global
Markets Inc., as lead dealer manager and Banc of America
Securities LLC, as joint dealer manager in connection with the
notes, pursuant to the dealer manager agreement among the company,
the Harrah's Entertainment and the Dealer Managers dated Nov. 14,
2008, relating to the exchange offer for the notes and the related
guarantee.

Subject to the terms of the Registration Rights Agreement, the
company and the Harrah's Entertainment will use their commercially
reasonable efforts to register with the SEC notes having
substantially identical terms as the notes as part of offers to
exchange freely tradable exchange notes for notes within 365 days
after the issue date of the notes.  The company and the Harrah's
Entertainment will use their commercially reasonable efforts to
cause each exchange offer to be completed within 30 business days
after the effectiveness target date.

If Harrah's Operating and Harrah's Entertainment fail to meet
these targets, the annual interest rate on the applicable series
of notes will increase by 0.25%.  The annual interest rate on the
notes will increase by an additional 0.25% for each subsequent 90-
day period during which the registration default continues, up to
a maximum additional interest rate of 1.0% per year over the
applicable interest rate, which is 11.00% for both series of
notes.  If the registration default is corrected, the applicable
interest rate of such notes will revert to the original level.

A full-text copy of the Registration Rights Agreement is available
for free at http://ResearchArchives.com/t/s?371e

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled about
$1.0 billion at Sept. 30, 2008, compared with $654.7 million at
Sept. 30, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2009,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Harrah's Entertainment Inc. and its subsidiary,
Harrah's Operating Co. Inc. to 'B-' from 'SD'.  At the same time,
S&P raised its issue-level rating on the senior unsecured and
subordinated debt issues of HET's subsidiaries to 'CCC' from 'D'.
The recovery rating on these securities remains at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The rating outlook is
negative.


HARRAH'S ENTERTAINMENT: Board Amends Mgt. Equity Incentive Plan
---------------------------------------------------------------
Harrah's Entertainment, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that the human
resources committee of the board of directors has adopted an
amendment to the Harrah's Management Equity Incentive Plan.  The
amendment provides for the issuance of options to purchase shares
of Harrah's non-voting common stock with an exercise price of not
less than fair market value on the grant date.

On Dec. 11, 2008, the sole stockholder of the voting common stock
of Harrah's approved the Harrah's 2009 Senior Executive Incentive
Plan to be effective Jan. 1, 2009.  The 2009 Plan replaces
Harrah's 2005 Senior Executive Incentive Plan.  The awards granted
pursuant to the 2009 Plan are intended to qualify as performance-
based compensation under Section 162(m) of the Internal Revenue
Code of 1986, as amended.  Eligibility to participate in the 2009
Plan is limited to senior executives of Harrah's and its
subsidiaries who are, or at some future date may be, subject to
Section 16 of the Securities Exchange Act of 1934, as amended.
The Human Resources Committee of Harrah's will select the 2009
Plan participants for each performance period under the 2009 Plan.
The 2009 Plan's performance goal will be based upon Harrah's
earnings before interest, taxes, depreciation and amortization.
The Human Resources Committee will establish the performance goal
for the performance period and adopt targeted awards for
Participants for such performance period.  Subject to the
foregoing and to the maximum award limitations, no awards will be
paid for any period unless Harrah's achieves positive EBITDA.

A full-text copy of the Management Equity Incentive Plan is
available for free at http://ResearchArchives.com/t/s?3725

A full-text copy of the 2009 Senior Executive Incentive Plan is
available for free at http://ResearchArchives.com/t/s?3726

In a separate filing, the company disclosed that on Dec. 3, 2008,
Charles L. Atwood will retire from his positions as vice chairman
and director of the company effective Dec. 19, 2008.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2009,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Harrah's Entertainment Inc. and its subsidiary,
Harrah's Operating Co. Inc. to 'B-' from 'SD'.  At the same time,
S&P raised its issue-level rating on the senior unsecured and
subordinated debt issues of HET's subsidiaries to 'CCC' from 'D'.
The recovery rating on these securities remains at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The rating outlook is
negative.


HARRAH'S ENTERTAINMENT: Completes $2.1BB Notes Exchange Offering
----------------------------------------------------------------
Harrah's Entertainment, Inc., disclosed the final results of the
private exchange offers of its subsidiary, Harrah's Operating
Company, Inc. to exchange certain of HOC's outstanding debt
securities for up to $2.1 billion aggregate principal amount of:

   i) new 10.00% Second-Priority Senior Secured Notes due 2015 of
      HOC, for Old Notes maturing between 2010 and 2013; and

  ii) new 10.00% Second-Priority Senior Secured Notes due 2018,
      for Old Notes maturing between 2015 and 2018.

The Exchange Offers, which are subject to the terms and conditions
described in the confidential offering memorandum dated Nov. 14,
2008, expired at midnight, New York City time, on Dec. 19, 2008.

As of the Expiration Date, approximately $6 billion aggregate
principal amount of Old Notes have been validly tendered.  In
addition, as of the Expiration Date, approximately $450 million
aggregate principal amount of Old Notes maturing between 2010 and
2011 and participating in the Exchange Offers elected to receive
$670 in cash in lieu of each $1,000 principal amount of New 2015
Second Lien Notes that they otherwise would receive in the
Exchange Offers.  Based on the principal amount of Old Notes
validly tendered, approximately $200 million aggregate principal
amount of New 2015 Second Lien Notes will be issued in exchange
for Old Notes maturing between 2010 and 2013, approximately
$850 million aggregate principal amount of New 2018 Second Lien
Notes will be issued in exchange for Old Notes maturing between
2015 and 2018 and approximately $290 million in cash will be paid
to holders of Old 2010-2011 Notes.

The table shows the principal amount of each series of Old Notes
tendered for exchange only (with no election to receive cash in
lieu of New Notes), the principal amount of each series of Old
2010-2011 Notes tendered with an election to receive $670 in cash
in lieu of each $1,000 principal amount of New 2015 Second Lien
Notes and the total principal amount of each series of Old Notes
tendered in the Exchange Offers and the principal amount of each
series of Old Notes accepted in the Exchange Offers.

A. Old Notes: 5.50% Senior Notes due 2010

   Principal Amount Tendered

   for Exchange Only: 62,732,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: 308,539,000
   Total Principal Amount Tendered: 371,271,000
   Principal Amount Accepted: 371,271,000

B. Old Notes: 7.875% Senior Subordinated Notes due 2010

   Principal Amount Tendered

   for Exchange Only: 7,356,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: 56,458,000
   Total Principal Amount Tendered: 63,814,000
   Principal Amount Accepted: 63,814,000

C. Old Notes: 8.0% Senior Notes due 2011

   Principal Amount Tendered

   for Exchange Only: 10,172,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: 9,480,000
   Total Principal Amount Tendered: 19,652,000
   Principal Amount Accepted: 19,652,000

D. Old Notes: 8.125% Senior Subordinated Notes due 2011

   Principal Amount Tendered

   for Exchange Only: 16,447,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: 74,613,000
   Total Principal Amount Tendered: 91,060,000
   Principal Amount Accepted: 91,060,000

E. Old Notes: 5.375% Senior Notes due 2013
   Principal Amount Tendered

   for Exchange Only: 221,388,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 221,388,000
   Principal Amount Accepted: 221,388,000

F. Old Notes: 5.625% Senior Notes due 2015

   Principal Amount Tendered

   for Exchange Only: 405,167,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 405,167,000
   Principal Amount Accepted: 136,026,000

G. Old Notes: 6.5% Senior Notes due 2016

   Principal Amount Tendered

   for Exchange Only: 294,369,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 294,369,000
   Principal Amount Accepted: 98,780,000

G. Old Notes: 5.75% Senior Notes due 2017

   Principal Amount Tendered

   for Exchange Only: 417,550,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 417,550,000
   Principal Amount Accepted: 140,194,000

H. Old Notes: 10.75%/11.5% Senior Toggle Notes due 2018   

   Principal Amount Tendered

   for Exchange Only: 1,160,732,000
   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 1,160,732,000
   Principal Amount Accepted: 350,000,000

I. Old Notes: 10.75% Senior Notes due 2016
   Principal Amount Tendered

   for Exchange Only: 2,965,925,000

   Principal Amount Tendered

   for Cash in lieu of New Notes: -
   Total Principal Amount Tendered: 2,965,925,000
   Principal Amount Accepted: 732,264,000

All Old Notes not accepted for exchange in the Exchange Offers
will be returned to the tendering holder or, if tendered through
the facilities of the Depositary Trust Company, credited to the
relevant account at DTC, in accordance with their procedures.

HOC anticipates that the settlement date for the Exchange Offers
will be Dec. 24, 2008.  After the settlement date, Harrah's or HOC
may from time to time seek to retire or purchase HOC's outstanding
debt through cash purchases and/or exchanges, in open market
purchases, privately negotiated transactions or otherwise. Such
repurchases or exchanges, if any, will depend on prevailing market
conditions, HOC's liquidity requirements, contractual restrictions
and other factors.  The amounts involved may be material.

The New Second Lien Notes will not be registered at issuance under
the Securities Act of 1933, as amended, or any other applicable
securities laws and, unless so registered, the New Second Lien
Notes may not be offered, sold, pledged or otherwise transferred
within the United States or to or for the account of any U.S.
person, except pursuant to an exemption from the registration
requirements thereof.  Accordingly, the New Second Lien Notes
were offered and will be issued only to qualified institutional
buyers and to certain non-U.S. investors located outside the
United States in a private transaction in reliance upon an
exemption from the registration requirements of the Securities
Act.  The Exchange Offers are made only by, and pursuant to, the
terms set forth in the Offering Memorandum, and the information in
this press release is qualified by reference to the Offering
Memorandum and the accompanying letter of transmittal.  HOC will
enter into a registration rights agreement pursuant to which,
under certain circumstances, it will agree to file an exchange
offer registration statement or a shelf registration statement
with respect to the New Second Lien Notes.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2009,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Harrah's Entertainment Inc. and its subsidiary,
Harrah's Operating Co. Inc. to 'B-' from 'SD'.  At the same time,
S&P raised its issue-level rating on the senior unsecured and
subordinated debt issues of HET's subsidiaries to 'CCC' from 'D'.
The recovery rating on these securities remains at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The rating outlook is
negative.


ICEWEB INC: Auditor Raises Going Concern Doubt
----------------------------------------------
Sherb & Co., LLP, in Boca Raton, Florida, in a letter dated
December 26, 2008, to the Board of Directors of IceWEB, Inc.,
expressed substantial doubt about the company's ability to
continue as a going concern.  The firm audited the consolidated
balance sheet of IceWEB Inc. and subsidiaries as of September 30,
2008, and the related consolidated statements of operations,
changes in stockholders' deficit and cash flows for the years
ended September 30, 2008 and 2007.

"The company had net losses of $6,245,793 and $2,850,123
respectively, for the years ended September 30, 2008 and 2007.
These matters raise substantial doubt about the company's ability
to continue as a going concern."  The company has an accumulated
deficit of $20,131,957 at September 30, 2008.

Mark B. Lucky, chief financial officer and principal financial and
accounting officer, disclosed in a regulatory filing that the
company is not in compliance with debt covenants under its
Financing Agreements with Sand Hills Finance LLC.

"Management has established plans intended to increase the sales
of the company's products and services. Management intends to seek
new capital from new equity securities offerings to provide funds
needed to increase liquidity, fund growth, and implement its
business plan. However, no assurances can be given that the
company will be able to raise any additional funds."

In a press release, IceWEB said that for fiscal 2008, it reported
sales of $16,294,423 as compared to net revenues of $18,732,069
for fiscal 2007, a decrease of $2,437,646 or approximately 13%.
Of its total net revenues for fiscal 2008, approximately
$14,886,699 is attributable to third party product sales by its
IceWEB Solutions Group, approximately $982,049 is attributable to
its sale of storage products, and approximately $425,676 is
attributable to revenues from its online products and services.

Gross profit increased to $2,226,794 in fiscal 2008, from
$1,920,795 in fiscal 2007, an increase of 15.9%.  Gross margin
percent improved from 10.25% to 13.67%.  The improvement in
margins is attributable to the sale of higher margin storage
products and improving margins in the hardware and software
solutions business.

The fiscal 2008 net loss included the impact of the acquisition of
Inline Corporation, which contributed $1,244,105 to the loss.  In
addition, non-cash expenses included depreciation and amortization
of $575,498, share-based compensation of $1,573,363, and
amortization of deferred compensation expense of $910,930.

John R. Signorello, chairman and chief executive officer of
IceWEB, Inc., stated, "In 2008, we invested in our future -- while
simultaneously lowering overhead expenses -- by acquiring INLINE
Corporation, a data storage company.  Over the course of the year,
we continued to make strategic product and marketing investments
to enhance our efforts into the fast-growing GIS markets.  Our IT
Solutions business compliments our storage efforts and is targeted
for both the defense and civilian agency sides of the Federal
Government market places.  We anticipate 2009 to be a year in
which our 2008 investments will yield significantly improved gross
margins and fuel our growth in GIS and other fast growth storage
markets."

As of September 30, 2008, the company's balance sheet showed total
assets of $5,939,328 and total liabilities of $10,105,121,
resulting in total stockholders' deficit of $4,165,793.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3729

                        About IceWEB, Inc.

Through its own suite of proprietary offerings and in partnership
with numerous global technology leaders, IceWEB, Inc. delivers
high-performance storage solutions, advanced hardware, software,
and online services to U.S. government agencies, enterprise
companies, small to medium sized businesses (SMB) and tech-savvy
consumers.


INDYMAC BANK: Must Repurchase $1BB Home Mortgages, Says Fannie
--------------------------------------------------------------
Fannie Mae believes that IndyMac Bank has obligations to
repurchase about $1 billion of home mortgages that failed to meet
Fannie Mae's standards, Damian Paletta and James R. Hagerty at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, banks that sell loans to Fannie Mae or Freddie
Mac must make "representations and warranties" that those loans
meet certain quality standards, or the lenders can be forced to
buy the loans back.  The report says that IndyMac Bank started
selling the bulk of its loans to Fannie Mae and Freddie Mac in the
second half of 2007.

Citing a Fannie Mae spokesperson, WSJ relates that the company is
working with the Federal Deposit Insurance Corp. -- which is
selling IndyMac Bank -- to resolve the issue.  "We are awaiting
information from the FDIC," the report quoted the spokesperson as
saying.

                       About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


JACKPINE FOREST: Files for Bankruptcy; Lays off Over 100 Workers
----------------------------------------------------------------
Erin Hitchcock at Williams Lake Tribune reports that Jackpine
Forest Group in Williams Lake has filed for bankruptcy protection.

According to Williams Lake Tribune, former Jackpine Group
President and CEO Gian Singh Sandhu said that more than 100 people
have been laid off, including himself.  The report quoted him as
saying, "Basically everybody is laid off, other than the security
people.  The market conditions are the way they are.  We didn't
see an opportunity to have an improvement."

Williams Lake Tribune relates that PricewaterhouseCoopers Inc. was
appointed as trustee of the estate, subject to the affirmation by
the creditors.

A meeting for creditors has been set for Jan. 19, 2009, in
Vancouver, Williams Lake Tribune states.  The report says that
Jackpine Forest listed 107 creditors, who hold more than
$22 million in secured and unsecured investments.

Jackpine Forest Products Ltd. -- http://www.jackpinegroup.com--
was established in 1987 by a trio of venturesome entrepreneurs
looking to secure a promising future.  The Sandhu family with the
assistance of two venture capital corporations acquired the assets
of a small sawmill in Williams Lake, B.C., Canada.  With the
advent of the Small Business Forest Enterprise Program, the
company ventured into the value added sector of the forest
industry.  A new remanufacturing and value added plant was built
in 1989 to produce a host of value added products for the North
American and the Pacific Rim markets.


JOHNSON BROADCASTING: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Johnson Broadcasting Inc. filed with the U.S. Bankruptcy Court for
the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property
  B. Personal Property             $7,759,501
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,907,816
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $98,025
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,227,147

                                  -----------     -----------
TOTAL                              $7,759,501     $14,232,988

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Lead Case No. 08-36583).  John
James Sparacino, Esq., and Timothy Alvin Davidson, II, Esq., at
Andrews and Kurth, represents the Debtors as counsel.


LAND INVESTORS: Moody's Downgrades Corporate Family Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of November 2005
Land Investors, LLC, including its corporate family rating to Ca
from Caa1, its first lien debt to Caa3 from B3, and its second
lien debt to C from Caa3.  The ratings outlook is negative.

The downgrades and negative outlook reflect the difficult
liquidity situation facing the consortium of four homebuilders
comprising NLV (Olympia, Standard Pacific, American West, and
Astoria Homes).  While three of the four builders were able to
afford the mandatory lot takedowns scheduled for December 2008,
the fourth builder was not.  As a result, the lending group
granted a temporary waiver on December 17, 2008 that lasts until
February 27, 2009.  This deferred takedown in February plus two
additional scheduled takedowns in March and June of 2009, totaling
approximately $20 million of payments for each of the four
builders, exacerbate the extreme lot oversupply situation existing
in Las Vegas currently as well as add an unneeded financial burden
to each of the four builders.

In addition, the takedown price, established at the time the
consortium was formed, reflects a more robust housing environment
with substantially higher appraised land values than exist today.
Thus, even if all of the 2009 lot takedowns were made on a timely
basis, which appears increasingly unlikely, the outlook for
further lot sales and principal amortization, after the mandatory
schedules have been met, is grim.

These ratings were changed:

  -- Corporate family rating lowered to Ca from Caa1

  -- Probability of default rating lowered to Ca from Caa1

  -- First lien debt rating lowered to Caa3 (LGD3,31%) from B3
     (LGD3, 34%)

  -- Second lien debt rating lowered to C (LGD5,85%) from Caa3
     (LGD5, 87%)

The last rating action was on December 26, 2007, when NLV's
corporate family rating was lowered to Caa1 from B2, with
comparable reductions in the ratings of the various issues of
debt.  NLV's previous ratings were assigned by evaluating factors
that Moody's believed were relevant to the company's risk profile,
such as the company's (i) sponsorship/ownership, (ii) level of
presales vs. spec sales, (iii) inflection point in its development
cycle, and (iv) capital withdrawals.  These attributes were
compared against other issuers within NLV's core industry, and the
company's ratings were believed to be comparable to those of other
issuers with similar credit risk.

November 2005 Land Investors, LLC is a single-purpose entity that
was formed to bid on 2,675 acres of land in the City of North Las
Vegas, Nevada at a U.S. Bureau of Land Management auction that was
held in November 2005.  As the successful bidder at a price of
$639 million, NLV has been constructing major community
infrastructure, preparing to bring a portion of the property to
"super pad" status for its four individual members: affiliates of
the Olympia group of companies (which is acting as the project
manager), Standard Pacific Corp. (rated B2 negative), Astoria
Homes, and American West Homes, as well as to D.R. Horton, Inc.
Although not a party to the joint venture structure formed by NLV
or to the bank credit agreement used to finance the structure,
D.R. Horton purchased approximately 20% of the acreage for
$127.8 million and has paid a portion of its 20% pro rata share of
total development expenses. D.R. Horton has sold its land to a
third party.


LEHMAN BROTHERS: Seeks July 13 Extension to File Ch. 11 Plan
------------------------------------------------------------
Lehman Brothers Holdings, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to give it additional time to
file its chapter 11 plan and solicit votes for that plan.

Lehman Brothers wants the deadline for filing its chapter 11 plan
extended to July 13, 2009 from Jan. 13, 2009, and the deadline for
soliciting votes from creditors stretched out to Sept. 16, 2009
from March 16, 2009.

"Reviewing the assets and liabilities that comprise Lehman's
consolidated balance sheet of over $600 billion respectively
requires significant time and effort," Lori Fife, Esq., at Weil
Gotshal & Manges, in New York, said in court papers.

"Those efforts are complicated by the globally integrated
structure under which Lehman operated and closed down," Ms. Fife
said.  She pointed out that the insolvencies of the bankrupt
company's foreign units and the departure of about 10,000
employees left the company and its professionals "with the
colossal hurdle of establishing a competent workforce to
discharge their responsibilities."

Ms. Fife also said that Lehman must also review about 1.5 million
derivative contracts, dissect billions of dollars of intercompany
transactions and coordinate with the administrators of foreign
insolvency proceedings involving its units, before a chapter 11
plan can be proposed.

According to The Wall Street Journal, financial advisory firm
Alvarez & Marsal had determined after a three-month internal study
that billions were potentially lost as a result of Lehman Brothers
Holdings Inc.'s rush into bankruptcy.  According to the report,
Lehman may have eroded as much as $75 billion of its value.

Bankruptcy Law360 reported the U.S. Pension Benefit Guaranty Corp.
is fighting back against attempts by Lehman's unsecured creditors
committee to intervene in the dispute over whether the PBGC can
end the Debtor's pension plan.  The PBGC has filed a motion to
strike a joinder recently brought by the official committee of
unsecured creditors, who were supporting Lehman's opposition to
the PBGC's request.

In a separate report, Bankruptcy Law360 said General Electric
Corporate Financial Services Inc. sought relief from an automatic
stay to terminate trades potentially worth hundreds of millions of
dollars.  According to the report, GE's request relates to a $775
million secured credit facility GE provided.

A hearing to consider approval of the proposed extension is
scheduled for Jan. 14, 2009.  Creditors and other concerned
parties have until Jan. 9, 2009 to file their objections.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Sec. 341(a) Meeting Scheduled for Jan. 29
----------------------------------------------------------
A meeting of creditors of Lehman Brothers Holdings, Inc., and its
units will be held on Jan. 29, 2009 at 10:00 a.m. (prevailing
Eastern Time), at the Hilton New York Mercury Ballroom, 1335
Avenue of the Americas, in New York.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers creditors a one-time opportunity to
examine a bankrupt company's representative under oath about its
financial affairs and operations that would be of interest to the
general body of creditors.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Court Formally Approves Neuberger Sale
-------------------------------------------------------
Judge James M. Peck has formally approved the purchase of the
business by executives of Lehman Brothers Holdings, Inc.'s
investment management unit.  The management group submitted a bid
that is $176 million more than the bid submitted by Bain Capital
LLC and Hellman & Friedman LLC, Bloomberg News reported.

According to Bloomberg, citing Lori Fife, Esq., Lehman's counsel,
the deal provides $922 million in proceeds to Lehman's estate
before a break-up fee of $52.5 million.

According to Judge Peck's order, any objections to the sale that
have not been withdrawn, waived or settled, or not otherwise
resolved are deemed denied and overruled.

As reported by the Troubled Company Reporter on December 9, 2008,
LBHI and NBSH Acquisition, LLC, an entity formed by executives at
Lehman Brothers Holdings' Neuberger Berman unit, won the bidding
for Lehman's investment management unit, beating other competing
bids including the joint bid by Bain Capital Partners and Hellman
& Friedman.

The Debtors and LBHI and NBSH Acquisition, LLC have signed an
asset purchase agreement.

A copy of the NBSH Asset Purchase Agreement is available for free
at http://bankrupt.com/misc/Lehman_NB_APA.pdf

The NBSH APA provides that the agreement may be terminated if, the
Bankruptcy Court does not approve the sale by January 31, 2009, or
if closing is not consummated by June 30, 2009.

The investment management unit, which has assets of about
$160 billion as of Nov. 30, includes the Neuberger Berman money-
management business, former Lehman's private funds investments
group and asset-management unit.

LBHI said in a filing with the Securities and Exchange Commission
that in light of the terms of its prior asset purchase agreement
with IMD Parent, LLC, the entity formed by Bain and Hellman, it
has paid a termination fee to IMD.  As a result of its decision to
select another bidder, it has paid IMD, pursuant to the IMD APA, a
$52.5 million termination fee plus reimbursement of its reasonable
and documented fees and expenses incurred in connection with the
proposed acquisition.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Sues Whitworth to Foreclose on Property
--------------------------------------------------------
Lehman Brothers Holdings, Inc., filed a foreclosure lawsuit
against a developer holding 156 acres in Palm Beach County,
according to a report by the South Florida Business Journal.

Lehman Brothers granted Whitworth Estates OUD Acquisition a
$45 million mortgage on the property after the Miami-based
developer bought the property for $44.4 million from Ascot
Development.

The site, along West Atlantic Avenue west of Delray Beach, had
been approved for the construction of 380 homes which has not
started.

The foreclosure lawsuit was filed on Dec. 8, 2008 in Palm Beach
County Circuit Court.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Court OKs Settlement of Barclays' $7-Bil. Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement among JPMorgan Chase Bank, Barclays Capital
and James Giddens, the court-appointed trustee for Lehman Brothers
Inc.

Prior to the decision, the Official Committee of Unsecured
Creditors and Royal Bank America filed their objections to the
proposed deal.

The Creditors Committee said that the settlement seeks the
Court's imprimatur of the trustee and the banks' "depiction of
the facts and circumstances surrounding the sale transaction
without any documentary support."  Meanwhile, Royal Bank
complained that the trustee did not show why transferring
billions of dollars of cash and securities to Barclays Capital is
"reasonable, appropriate and in the best interest of LBI's
estate."

The Court, in a separate order, also authorized the trustee and
the banks to file under seal a list of LBI's securities that will
be transferred to the U.K. bank.  The list contains the securities
of LBI held in an account at JPMorgan that will be transferred to
Barclays Capital as part of their settlement agreement.  The list
reportedly constitutes confidential commercial information that
would be disadvantageous to Barclays Capital if disclosed in
public.

James W. Giddens, as trustee for the SIPA liquidation of the
business of Lehman Brothers Inc., had said that the Settlement
eliminates the risk of a claim in the amount of not less than $7
billion by Barclays.  He warned that if the claim were brought, it
can be anticipated that a right to pre-judgment interest would
also be claimed.  Even at a relatively modest 6% rate (the CPLR
currently specifies 9%), approximately $35 million per month of
interest might be claimed to accrue while the issue remains
unresolved.  The settlement would avoid these risks in return for
settlement consideration in an amount substantially less than the
potential exposure.

                       Parties' Negotiations

During the week of September 15, 2008, following the chapter 11
filing of Lehman Brothers Holdings, Inc., its brokerage unit, LBI,
continued to operate.  As described by the New York Fed, this was
a "carefully thought out decision" designed to "facilitate an
orderly wind-down" of LBI, and was supported by New York Fed
financing of LBI's payroll and operations.  This financing was on
a fully secured basis, supported by LBI collateral.

By Sept. 17, the New York Fed had funded to LBI $46.22 billion in
cash and Treasury securities against $50.62 billion in collateral.

On September 17, 2008, Barclays agreed to replace the New York
Fed in funding LBI -- that is, to "step into the shoes of the
Fed."  The parties understood this to mean that Barclays would
provide funding through a reverse repurchase transaction using
essentially the same securities that had been pledged by LBI to
the New York Fed (the "Fed Portfolio").

The form of transaction selected by Barclays to effectuate the
substitute funding for LBI was a reverse repurchase transaction
between Barclays and LBI, entered into on Sept. 18, 2008.
Pursuant to the Replacement Transaction, LBI was to provide
Barclays with $49.7 billion in securities in exchange for $45
billion in cash.  This ratio was consistent with the ratio of
cash to securities used in the earlier repurchase agreement
between LBI and the New York Fed.

On Sept. 18, 2008, Barclays initiated the process of transferring
$45 billion to fund LBI overnight.  A series of funds transfers
were made using the Fedwire Funds Service, which is operated by
the New York Fed.  By early evening of that date, the entire sum
of $45 billion had been transferred by Barclays to LBI.

Notwithstanding that both Depository Trust and Clearing
Corporation and the Fedwire Securities Service remained open for
hours past their normal closing times on Sept. 18 in an effort to
complete the delivery of the Fed Portfolio to Barclays,
operational issues interfered with the ability to transfer all of
the securities.  When DTCC closed at 11 p.m. on September 18th,
Barclays had received $42.7 billion of the approximately
$49.7 billion in securities it was expecting under the terms of
the Replacement Transaction.

LBI therefore agreed, either late on the night of Sept. 18th or
early in the morning of Sept. 19, 2008, to transfer $7 billion in
cash to Barclays at an account at JPMorgan.  The expectation at
that time was that, the next day, LBI would transfer the
remaining securities originally due under the Replacement
Transaction, and Barclays would transfer the Subject Funds to
LBI.

The transfer of the remaining securities was discussed on Friday
Sept. 19 and into the weekend, but did not occur.  On Sept. 19,
SIPC commenced this proceeding and the Court approved the
Purchase Agreement.  The parties then entered into the
Clarification Letter to the Purchase Agreement, dated Sept. 20,
2008.  The closing pursuant to the Purchase Agreement occurred
early on Monday, Sept., 22, 2008.

In the meantime, JPMorgan caused the Subject Funds to be
transferred to an LBI account at JPMorgan.  The Clarification
Letter provided that the Replacement Transaction was terminated,
and that the securities that had actually been delivered were
"deemed to constitute part of the Purchased Assets" under the
Purchase Agreement.  Accordingly, LBI would have no further
obligation to "repurchase" those securities under the repo and
Barclays would not be obligated to deliver such securities back
to LBI.

Barclays asserts that, at the time the Clarification Letter was
finalized, Barclays believed that the $7 billion in cash was in
its account at JPMorgan, and did not learn until Sept. 23 that the
Subject Funds were not in Barclays' account at JPMorgan.

As set forth in the accompanying affidavits, it is asserted that
these events left Barclays without the full consideration it had
contracted for under the Replacement Transaction and the Purchase
Agreement. Barclays had neither the $7 billion nor its equivalent
value in securities that were originally to have been delivered
pursuant to the Replacement Transaction.

                        Settlement Terms

The LBI Estate faces claims related to its retention of both the
remainder of the Fed Portfolio and the Subject Funds.

After negotiations, the parties reached a settlement.  The
proposed settlement would convey to Barclays cash and securities
having a lesser value, due to "market events" since September 17.
The cash portion of the settlement consideration (leaving out
distributions received since Sept. 19) is the sum of
$1.25 billion and $7.1 million, which is $5.743 billion less than
the amount that might be claimed.  The securities portion of the
settlement consideration, although difficult to value with
precision, is today worth "substantially less" than
$5.743 billion.  The difference creates a settlement discount for
the LBI Estate.

The principal terms of the proposed Settlement Agreement are:

   (a) Barclays will receive (i) (x) the undelivered Fed
       Portfolio securities that have not been liquidated by
       JPMorgan, together with (y) all principal and interest
       payments and any other distributions on the Settlement
       Consideration Fed Portfolio Securities (including,
       without limitation, the proceeds at maturity of any
       securities) attributable to the period on and after
       September 18, 2008, and (ii) $7,103,500 (representing the
       proceeds of certain Fed Portfolio Securities that
       initially were understood to be among the Settlement
       Consideration Fed Portfolio Securities but in fact have
       been liquidated by JPMorgan), plus, in the case of each
       of (i)(y) and (ii), interest accrued thereon from the
       time of receipt to the time of payment at the effective
       fed funds rate from time to time during such period.

   (b) To partially account for the undelivered Fed Portfolio
       Securities that will not be delivered to Barclays as part
       of the Settlement Securities (because they have been
       liquidated by JP Morgan) and the decline in value of the
       Settlement Securities since September 19, 2008, Barclays
       is to receive $1.25 billion in cash.

   (c) Barclays will receive $14,942,678 (representing principal
       and interest payments, and any other distributions, on
       the Delivered Securities attributable to the period on
       and after September 18, 2008 which were received in LBI
       and/or JPMorgan accounts and not heretofore paid to
       Barclays), plus interest accrued thereon from the time of
       receipt to the time of payment at the effective fed funds
       rate from time to time during such period.

   (d) The Settlement Securities and Settlement Payment will be
       remitted to Barclays from LBI accounts at JPMorgan. To
       facilitate the settlement, JPMorgan has agreed to release
       all liens on the Settlement Securities and Settlement
       Payment.

   (e) The $7 billion of cash in LBI's account is acknowledged
       to have been applied against LBI's clearance advance
       obligations to JPMorgan, and the Settlement Securities,
       Settlement Payment is not applied to such obligations.

   (f) The parties will execute mutual limited releases

A full-text copy of the parties' settlement agreement, dated
December 5, 2008, is available at:

          http://bankrupt.com/misc/Lehman_JPM_7B_Deal.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Court Approve Settlement with French Units
-----------------------------------------------------------
Lehman Brothers Holdings, Inc., obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York of a
settlement agreement with three French affiliates that operate
Lehman's investment business in France.  The three affiliates
are: (i) Banque Lehman Brothers S.A., (ii) Lehman Brothers
Conseil S.A., and (iii) Lehman Brothers Services S.N.C.

LBHI also obtained authority to vote, in its capacity as a
shareholder of BLB, for the sale of BLB's business to Banque
Nomura France and the voluntary dissolution of BLB, both of which
are predicated, inter alia, upon the implementation of the
Settlement Agreement.

The Settlement Agreement would cut the claims of Banque Lehman
against the bankrupt company from EUR178 million to
EUR93.2 million.

Banque Lehman's claim stems from the cash management system of
Lehman Brothers Holdings, which reportedly left the unit without
funds after its parent company filed for bankruptcy on Sept. 15.

Meanwhile, Lehman Brothers asserts more than EUR76 million
against Banque Lehman and another EUR8 million against LBS as of
Sept. 12.  Its claims related to its employee incentive plan and
pre-bankruptcy intercompany loans.

The settlement was reached after extensive talks between Alvarez
& Marsal Inc., and Alain Bachelot, the administrator appointed by
the French Banking Commission to run the units.

                      Sale of Banque Lehman

The approval of the Settlement Agreement is also a precondition
for the sale of Banque Lehman to Banque Nomura France, the only
bidder for the unit.

Banque Nomura is a unit of Japan's largest brokerage, Nomura
Holdings Inc., the same firm that bought Lehman Brothers
Holdings' Asian, European and Middle Eastern businesses for
US$2 billion.

Attorney for Lehman Brothers Holdings, Richard Krasnow of Weil
Gotshal & Manges, in New York, said the sale would significantly
reduce Banque Lehman's debts since it requires Banque Nomura to
assume its liabilities in return for the employees, business
information technology, commercial records and other assets it
would gain from Banque Lehman.

The reduction in Banque Lehman's debt would also benefit Lehman
Brothers Holdings, given the latter's potential exposure under a
support letter dated June 15, 1994, wherein it committed to
Banque de France and the Commission Bancaire to provide its
French unit with financial support.

"The combination of the [sale] and the settlement agreement will
facilitate Banque Lehman's ability to wind down its affairs
through a solvent liquidation which entails a cooperative and
orderly process for negotiating with creditors and minimizing
liabilities, rather than through an insolvent liquidation, which
is likely to result if the settlement agreement is not approved,"
Mr. Krasnow said.

The key terms of the Settlement Agreement are:

  (1) Lehman Brothers Holdings waives its claims in their
      entirety.

  (2) Banque Lehman waives its claim other than its remaining
      claim of EUR93,212,114, which is the net amount resulting
      from a netting of Lehman Brothers Holdings' claims against
      Banque Lehman's claims.  Lehman Brothers Holdings retains
      the right to object to the remaining claim while Banque
      Lehman retains the burden of proving that the
      EUR93,212,114 is an allowed claim.

  (3) Alain Bachelot, acting administrator for Banque Lehman
      and its subsidiaries, will use his best efforts to
      settle all of Banque Lehman's liabilities with assets
      other than its remaining claim.  Banque Lehman's
      recovery from Lehman Brothers Holdings ' estate on
      account of its remaining claim is limited to the lesser
      of the actual recovery Banque Lehman would receive, and
      the amount by which Banque Lehman's liabilities exceed
      its other assets.

  (4) Once the amount, if any, by which Banque Lehman's
      Liabilities exceed its other assets is determined, Mr.
      Bachelot will send a notice to Lehman Brothers Holdings
      stating the amount and providing supporting documents.
      Thereafter, the administrator has a right to sell all or a
      portion of the remaining claim for consideration of up to
      the amount by which Banque Lehman's liabilities exceed its
      other assets.

  (5) Banque Lehman waives any claims it has against Lehman
      Brothers Holdings on account of the bankrupt company's
      commitment to provide financial support.  In the
      context of its liquidation and the withdrawal of its
      banking license, Banque Lehman also agrees to obtain
      from Banque de France or the Commission Bancaire the
      formal termination of the support letter with no
      residual claim, right or recourse whatsoever against
      Lehman Brothers Holdings as of the effective date of
      The withdrawal of its banking license.

  (6) Until the support letter becomes void and may no longer be
      exercised by Banque de France or the Commission Bancaire,
      Banque Lehman will neither sell the remaining claim nor
      receive any recoveries from Lehman Brothers Holdings on
      account of that claim.  If Banque de France or the
      Commission Bancaire exercises any rights under the support
      letter, Banque Lehman will waive any rights it may have on
      account of the remaining claim.

  (7) Conditions precedent include:

      * approval by the Court prior to Dec. 23 of the
        Settlement Agreement and Lehman Brothers' vote in Banque
        Lehman's shareholder meetings in favor of the sale of
        the French unit's business and its liquidation;

      * approval by Banque Lehman's corporate bodies prior
        to Jan. 20, 2009, of the sale; and

      * approval by the Commercial Court of Paris in
        conciliation proceedings pursuant to Article L.
        611-8-11 of the French Commercial Code, prior to
        Jan. 20, 2009, of the Settlement Agreement.

The Settlement Agreement also provides that the rights and
obligations of the signatories will be null and void if these
conditions are not met or waived:

  (1) Lehman Brothers Holdings and the chairman in office of
      Banque Lehman do not vote in favor of the liquidation at
      the general meeting of shareholders of BLB on or prior to
      June 30, 2009;

  (2) the shareholders of LBS and LBC do not vote in favor of
      the voluntary dissolution of the two companies on or prior
      to June 30, 2009;

  (3) the withdrawal of the banking license of Banque Lehman by
      The French Comite des Etablissements de credit et des
      Enterprises d' Investissement does not take effect on or
      prior to June 30, 2009, or if Banque de France or the
      Commission Bancaire exercises its right under the support
      letter prior to the date on which the withdrawal has
      become effective; and

  (4) the formal approval of the settlement agreement by the
      Commercial Court of Paris has not become a final order
      within 10 days of its receipt.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: LBI Trustee Wants to Probe Former Officers
-----------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc., sought approval from the U.S. Bankruptcy Court for the
Southern District of New York to issue subpoenas to former and
current officers and directors of the company.

The move was part of the trustee's ongoing investigation into
what caused the liquidation of LBI under the Securities Investor
Protection Act.  The trustee specifically wants the officers and
employees investigated about:

  (1) the cause of LBI's collapse;

  (2) potential claims of LBI against its officers, directors,
      employees and others;

  (3) the facts, circumstances and propriety of the transfer of
      LBI subsidiaries to Lehman Brothers Holdings, including
      the negotiations of the terms of the transfer, the means
      for valuing the subsidiaries, the selection of those
      performing the valuation, and the financial and
      operational impact from the transfers on the liquidation
      process;

  (4) the financial and operational impact of LBI's
      relationships with its clearing banks, the Depository
      Trust Clearing Corporation and its holders of collateral
      on the liquidation process;

  (5) the facts, circumstances and propriety of inter-company
      transfers of cash, securities and liabilities among LBI
      and other Lehman units before and after they filed for
      bankruptcy;

  (6) the financial and operational impact of LBI's prime
      brokerage relationships on the liquidation process;

  (7) the operational hurdles and financial impact from the
      transfer of LBI's customer accounts to others;

  (8) the effect of other financial transactions involving the
      transfer to or from LBI of assets and liabilities on the
      ability to liquidate the debtor and the transfer of
      customer accounts; and

  (9) LBI's record-keeping practices before and after the
      bankruptcy filing of Lehman Brothers Holdings and its
      units.

Attorney for the trustee, James Kobak of Hughes Hubbard & Reed,
in New York, said that while some of the witnesses have provided
the information voluntarily, the issuance of the subpoena is
necessary to complete the investigation.

"The trustee anticipates that certain other witnesses will refuse
to voluntarily appear for an examination," Mr. Kobak said in
court papers.  He said the issuance of subpoenas would also
compel the officers and directors to produce a set of documents
relevant to the investigation.

It is not yet clear who among the officials would receive a
subpoena.

Lehman Brothers is already the subject of federal criminal probes
launched by U.S. attorneys in Brooklyn, Manhattan, and New
Jersey, according to a report by Bloomberg.  The investigations
are focusing in part on Lehman's role in the $330 billion
auction-rate securities market and possible crimes associated
with its $6 billion June stock issue, according to the report.

                      Proposed Procedures

In connection with the issuance of subpoenas, Mr. Kobak also
asked for approval to implement this set of procedures:

  (1) Witnesses are directed to produce, on a rolling basis, all
      documents responsive to the trustee's subpoena within 10
      days after service of the subpoena, unless otherwise
      agreed by the trustee, subject to any documents withheld
      under a claim of privilege;

  (b) If a witness withholds any documents based upon a claim of
      privilege, he is obligated to provide counsel for the
      trustee with a privilege log containing the information
      required under Rule 7026(a)(5) of the Federal Rules of
      Bankruptcy Procedure, within 10 days after service of the
      Subpoena, unless otherwise agreed by the trustee; and

  (c) The witness is directed to submit to oral examination upon
      notice within 15 days from the service of a deposition
      subpoena.

A hearing to consider approval of the trustees ' request is
scheduled for Jan. 14, 2009.  Creditors and other concerned
parties have until Jan. 9, 2009 to file their objections.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Seeks to Sell Interest in Loan to Thompson
-----------------------------------------------------------
Lehman Brothers Holdings sought approval from the U.S. Bankruptcy
Court for the Southern District of New York to sell its interest
in a mezzanine loan secured by a property located at 816 Congress
Avenue in Austin, Texas to one or more funds managed by Thompson
National Properties.

Contemporaneous with sale, LB 816 Congress, a subsidiary of
Lehman Brothers Holdings, will transfer its interest in 816
Congress Holdings LLC to TNP.

                       The Proposed Sale

In July 2007, Lehman Brothers Holdings originated loans of
$90,560,000 consisting of a $73,775,000 senior loan commitment to
816 Congress Owner LLC and the mezzanine loan to 816 Congress
Mezzanine LLC, which is owned by a joint venture between LB 816
Congress LLC and Grubb and Ellis Realty Investors.

Thereafter, Lehman Brothers transferred its interest in the
senior loan to Swedbank.  Pursuant to this financing, 816
Congress Owner, which is a subsidiary of 816 Congress Mezzanine,
purchased an office building located at 816 Congress Ave., in
Austin, Texas.  The building serves as collateral for the senior
Loan and the mezzanine loan.  Lehman says that to date, the
building has underperformed relative to its expectations.

Prior to a recently executed lease with Teachers Retirement
System of Texas, the building's occupancy rate stood at 70%.
This weak performance is linked to a decline in both the national
and regional commercial real estate markets.  Second quarter 2008
vacancy in Austin's central business district increased from
15.5% to 16.1% and a recent forecast from prominent developer
Cushman and Wakefield predicts further downward pressure on
rental rates as demand for office space fails to keep pace with
the 1.8 million square feet of local office space becoming
available by the end of 2008, only 5% of which is pre-leased.

In addition, the building faces lease roll-over of 45% over the
next five years, likely requiring substantial outlays for lease
commissions and tenant improvements, and exposing Lehman Brothers
Holdings to the possibility of having to make substantial
concessions in the negotiation of replacement leases.

While the lease with TRS has raised the occupancy rate to 81%, it
will also consume about $4,000,000 of the remaining $7,500,000 of
available loan proceeds of the senior loan and the mezzanine loan
allocated for tenant improvements and leasing commissions.  Based
on a conservative assumption of 65% in-place tenants renewal, and
tenant improvement assumptions of $25 per square foot for new
tenants and $10.25 per square foot for renewal tenants, Lehman
Brothers Holdings projects an additional $8,600,000 in tenant
improvement or leasing commission costs over the next five years.

Since the remaining mezzanine loan proceeds total about
$3,500,000, Lehman Brothers Holdings projects a $5 million budget
shortfall and, potentially, an equity capital call of about
$5 million.  As a result, Lehman Brothers Holdings determined to
explore potential exit strategies.

                      The Marketing Process

Beginning in late winter of 2008, Lehman Brothers Holdings
engaged in a marketing process to sell the mezzanine loan,
inclusive of about $2,336,713 in future funding obligations.
The process began with a review by Lehman Brothers Holdings of
its database of interested parties.  From this review, it
identified about 400 potential deal partners who were notified of
the opportunity to purchase the mezzanine loan.

Based on the responses to those initial inquiries, the bankrupt
company followed up with discussions of the proposed terms of the
transaction with about 25 potential deal partners.  The majority
of these discussions, however, were cursory either because of the
building's poor performance relative to its leverage, or because
of its location.  Ultimately, Lehman Brothers Holdings received
three competitive bids:

  Bidder              Value of Bid
  ------              ------------
  TNP                  $88,050,000
  Trigate              $77,956,099
  Granite Properties   $78,132,937

Lehman Brothers Holdings selected the bid submitted by TNP
because it provided the highest implied value and also relieved
Lehman of its interest in 816 Congress Holdings, thus cutting off
any liability for further funding obligations.  Lehman believes
it is significant since additional funding would be required to
preserve its interest in the mezzanine loan.

The sale agreement dated Dec. 16, 2008 provides these salient
terms and conditions:

  (1) The purchase by TNP is on an "as is" basis without any
      representation, warranty or recourse, other than the basic
      representations that are set out in the sale agreement.  A
      summary of the transactions in the sale agreement is
      available without charge at:
      http://bankrupt.com/misc/Lehman_Thomson_Sale_Summary.pdf

  (2) The purchase by TNP of LB 816 Congress' equity interest in
      816 Congress Holdings is conditioned on TNP acquiring
      Grubb and Ellis' equity in 816 Congress Holdings and the
      approval of Swedbank, the senior loan holder.

A hearing to consider approval of the proposed sale is scheduled
for Jan. 14.  Creditors and other concerned parties have until
Jan. 9 to file their objections.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led 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 offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEVEL 3: S&P Corrects December 29 Rating Press Release
------------------------------------------------------
Standard & Poor's Ratings Services provides that its Dec. 29,
2008, report on Level 3 Communications Inc. had incomplete
information regarding future expectations for the company's
corporate credit rating.

Standard & Poor's Ratings Services said on Dec. 29 that it lowered
its corporate credit rating on Level 3 to 'SD' (selective default)
from 'CC'.  In addition, S&P lowered the ratings on the company's
6% convertible subordinated notes due 2010 and 2.875% convertible
senior notes due 2010 to 'D' from 'C'.  At the same time, S&P
removed these ratings from CreditWatch, where they were placed
with negative implications on Nov. 18, 2008, following Level 3's
announcement of tender offers for three convertible debt issues
due in 2009 and 2010.

The 'C' issue rating on the company's 6% convertible subordinated
notes due 2009 remains on CreditWatch with negative implications
until the below-par tender offer for this issue, which was
extended until Dec. 30, 2008, is completed. Following the
completion of this offer, S&P will lower the issue
rating on these notes to 'D'.

"These rating actions follow the completion of below-par debt
tender offers for two of the three issues," said Standard & Poor's
credit analyst Susan Madison, "and Standard & Poor's viewed these
offers as distressed and, as such, tantamount to default."

"We expect to raise Level 3's corporate credit rating to 'B-' with
a stable outlook once all the tender transactions have been
completed," added Ms. Madison, "since the company's near-term
liquidity position will improve."  At that point, S&P would also
raise the issue-level ratings on debt that remains outstanding for
the three tendered issues, and resolve the negative CreditWatch on
all remaining issues based on their respective recovery
prospects.


LEVEL 3: S&P Downgrades Rating on Convertible 2009 Notes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Service said it lowered its issue rating
on Broomfield Colorado-based Level 3 Communications Inc.'s 6%
convertible subordinated notes due 2009 to 'D' from 'C'.  At the
same time, S&P removed the ratings from CreditWatch with negative
implications, where they were placed on Nov. 18, 2008, following
the announcement of below-par tender offers for three convertible
debt issues maturing in 2009 and 2010.

This rating action follows the Dec. 30, 2008, completion of the
tender offer for the 2009 notes which Standard & Poor's viewed as
distressed, and, as such, tantamount to default.

The corporate credit rating on Level 3 Communications Inc. which
was lowered on Dec. 29, 2008, following the completion of tender
offers for two note issues maturing in 2010, remains at 'SD'
(selective default).  The issue ratings on all other debt issued
by Level 3 Communications and its wholly owned subsidiary, Level 3
Financing Inc., remain on CreditWatch with negative implications,
pending S&P's assessment of pro forma recovery prospects for each
issue.

"Now that all tender offers are complete, S&P expects to raise
Level 3's corporate credit rating to 'B-' with a stable outlook
and resolve the CreditWatch for all issue ratings in the very near
term," said Standard & Poor's credit analyst Susan Madison.


LIVE CURRENT: Posts $3 Million Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Live Current Media Inc. has generated a consolidated net loss of
$3,050,207 for the three months ended and $7,015,015 for the nine
months ended September 30, 2008 and realized a negative cash flow
from operating activities of $535,186 and $4,193,802 for the three
and nine months ended September 30, 2008, respectively.  "These
net losses included incorporation and start up expenses for the
Global Cricket Venture of $1,010,023 for the three month period
ended September 30, 2008, which were expensed in the quarter due
to uncertainty regarding reimbursement of these costs by the GCV
as previously anticipated.  From the beginning of the fiscal year
to September 30, 2008, the company has increased its accumulated
deficit to $9,540,693 from $2,525,678," CEO and Chairman of the
Board C. Geoffrey Hampson disclosed in a regulatory filing dated
November 14, 2008.

At September 30, 2008, the company had negative working capital of
$2,281,798 compared with positive working capital of $5,930,413 at
December 31, 2007.  The company has maintained stockholders'
equity of $3,648,342.  As of September 30, the company's balance
sheet showed total assets of $6,985,340 and total liabilities of
$3,336,998.

Mr. Hampson related that the company's ability to continue as a
going-concern is in substantial doubt as it is dependent on the
continued financial support from its investors, the ability of the
company to raise equity financing and the attainment of profitable
operations and further share issuances to meet the company's
liabilities as they become payable, including its commitments for
the Global Cricket Venture.   The outcome of these matters is
dependant on factors outside of the company's control and cannot
be predicted at this time.

Mr. Hampson added that the company's last seven reported quarters
have experienced substantial losses.  Management expects to
continue to incur losses in the coming quarters as planned general
and administrative and marketing expenditures increase to support
growth and drive increased revenues.  The company may also seek to
explore new business opportunities, including the building or
acquisition of a distribution center or warehouse in the United
States to enhance its fragrance fulfillment capability and improve
gross margins.  These acquisitions may require additional cash
beyond what is currently available and such funds may be raised by
future equity or debt financings, and through the sale of non-
strategic domain name assets.

"Management is pursuing opportunities to increase cash flows,
however there is no certainty that these opportunities will
generate sufficient cash flows to support the company's activities
in the future in view of changing market conditions, technological
innovations and legal and regulatory requirements.  For the
remainder of 2008 and into 2009, management expects to expend
significant funds as additional marketing costs, which it believes
will translate into higher revenue growth, as well as to fund
costs related to the Global Cricket Venture.  There is no
certainty that the profit margins the company may generate going
forward, as well as any successful raising of working capital,
will be sufficient to offset the anticipated marketing, GCV costs,
and other expenditures and may result in net cash outflow for 2008
and 2009."

"Management has actively curtailed some operations and growth
activities in an effort to reduce costs and preserve cash on hand.
Management has also investigated options to sell some domain names
in order to address short term liquidity needs.  As a result, the
company entered into an agreement with Palo Alto-based Arbor
Advisors, LLC, on October 1, 2008, to sell six of its non-core but
highly valuable dot-com domain names from the company's portfolio
of more than 800 domains.  Management anticipates that strategic
sales of these domain names, if successful, will provide the
company with additional cash to meet its working capital and fund
Cricket related expenditures and general operating capital needs
over the next 12 to 18 months.  There can be no assurances that
any sales of domain names on terms acceptable to the company will
occur."

The company generates revenues from (1) the sale of third-party
products and services over the Internet; (2) "pay-per-click"
advertising revenue; (3) selling advertising on media rich
websites with relevant content; and (4) the sale or lease of
domain name assets.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?373c

                        About Live Current

Live Current Media Inc. -- http://www.livecurrent.com/-- builds,
owns and operates some of the most powerful and engaging content
and commerce destinations on the Internet, including
http://www.perfume.com/and http://www.cricket.com/

Through subject-specific DestinationHubs(TM), Live Current
properties connect people to each other and to the information,
brands, and products they are passionate about. Live Current has
headquarters in Vancouver, Canada with a location in Seattle, WA
and is publicly traded on the NASD OTCBB (LIVC).


LYONDELLBASELL: Defers Payments to Jan. 4, CRO Awaits Ch. 11
------------------------------------------------------------
LyondellBasell Industries AF SCA obtained permission from lenders
to postpone $280 million in payments due for the conversion of
bridge loans into extended loans.

In an filing with the Securities and Exchange Commission Lyondell
Chemical Company said that its indirect parent LyondellBasell
Industries and LyondellBasell Finance Company entered into an
agreement with the lenders under the Bridge Loan Agreement
originally dated as of December 20, 2007, as amended and restated
as of April 30, 2008 and October 17, 2008, between, among others,
LyondellBasell Finance Company, as borrower, LyondellBasell
Industries as a guarantor, certain subsidiaries of LyondellBasell
Industries, including Lyondell Chemical and certain of its
subsidiaries, as subsidiary guarantors, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P.,
Citigroup Global Markets Inc., ABN AMRO Incorporated and UBS
Securities LLC, as Joint Lead Arrangers and Bookrunners.

Pursuant to the Second Fee Letter Modification Agreement, the
Lenders agreed (i) to further postpone the payment date for
$160 million of fees payable under an agreement related to the
Bridge Loan Agreement -- which had been initially postponed from
December 19, 2008 to December 29, 2008 -- and (ii) to postpone
interest payments in an approximate aggregate amount of
$121 million which were due on December 29 and December 31, 2008,
to December 31, 2008.

On December 31, 2008, the parties entered into an amendment to the
Second Fee Letter Modification Agreement further postponing the
payment date for the Postponed Payments to January 4, 2009.

LyondellBasell has yet to provide updates on the payments.

               AlixPartners Staff to Be CRO
                  Upon Bankruptcy Filing

In connection with entering into the Second Fee Letter
Modification Agreement, the board has approved and is in the
process of retaining Kevin M. McShea of AlixPartners, LLP as Chief
Restructuring Officer of LyondellBasell and its subsidiaries.
Mr. McShea will serve as CRO pursuant to an Interim Management and
Restructuring Services Agreement, between the Lyondell Chemical
and AP Services, LLC, a subsidiary of AlixPartners, a corporate
turnaround, performance improvement and financial advisory firm.

Under the Services Agreement AP Services is to provide temporary
staff and services to the company during its restructuring
process. Mr. McShea's appointment will become effective upon
formal entry of an order by the Bankruptcy Court approving the
services agreement. In serving as CRO, Mr. McShea would be
employed and compensated by AP Services and would not receive
compensations directly from the Company or participate in the
Company's benefit plans.  Under terms of the Services Agreement,
the company will compensate AP Services for Mr. McShea's services
at a rate of $730 per hour, will indemnify Mr. McShea to the
extent of most favorable indemnities provided by the Company to
any of its directors and officers and will cause Mr. McShea to be
covered by the Company's directors and officers insurance.  In
addition to receiving fees for Mr. McShea's services, under terms
of the Services Agreement, AP Services will be entitled to
compensation and specified hourly rates for the services of other
temporary staff that it supplies to the Company and a contingent
success fee of up to $7.0 million if the Company confirms a plan
of reorganization that becomes effective or completes one or more
transactions that transfers a significant portion of the business
as a going concern. Mr. McShea will report to, among others, the
independent directors of the Supervisory Board of Parent.

Mr. McShea, 54, is a Managing Director of AlixPartners and
associated with AP Services. He has been a Managing Director of
AlixPartners during the past two years. During that time, his
principal assignments with AlixPartners were as follows: From
October 2006 until April 2007 he led an operational improvement
project for a major operation of Celestica, Inc., a Canadian
based, global electronics manufacturer. From June 2008 until
December 2008, he led an operational and financial turnaround team
for Patheon, Inc. a global pharmaceutical manufacturer. From March
2008 until July 2008, Mr. McShea served as the Chief Restructuring
Officer for Hilex-Poly Inc. a US based manufacturing concern in a
Chapter 11 filing. From January, 2003 to October 2006, Mr. McShea
served as an independent contractor to a New York city based
turnaround and restructuring firm RKG Osnos.  His primary
assignment was as chief restructuring officer of Nexpak Inc., a
media packaging company, leading the company through its Chapter
11 reorganization process.

According to various reports, the company also has hired advisers,
including Evercore and New York law firm Cadwalader, Wickersham &
Taft LLP, to advise it on its restructuring efforts.

               Revolving Credit Extension Denied;
                 Chapter 11 Filing an Option

Lyondell Chemicals also disclosed that on Dec. 30, 2008, it made a
demand for a credit extension under the Revolving Credit Agreement
originally dated as of March 27, 2008, as amended, with
LyondellBasell, Basell Finance Company B.V. and A.I. International
S.a.r.l., an affiliate of the Access Group.

The Revolving Credit Agreement provided for a senior unsecured
$750 million, eighteen-month revolving credit facility, which may
be extended by mutual agreement of the parties.  Lyondell and a
subsidiary of the Basell Group are borrowers under the facility.
The $750 million revolving credit facility is in addition to the
existing credit facilities available to LyondellBasell Industries,
and is provided by Access Industries Holdings, LLC, an affiliate
of Access Industries, which indirectly owns LyondellBasell
Industries.

A.I. International, however, denied the request for a credit
extension.  Lyondell Chemicals disagree with the basis for this
denial.

Lyondell said that its markets have been experiencing a softening
of demand combined with an unprecedented fall in raw material
costs.  "The recent unprecedented fall in commodity prices and the
consequent reduction in our borrowing base, as well as recent
changes in demand from our customers have placed severe demands on
our liquidity."

The company says that it continues to work collaboratively with
the Lenders and other parties relating to the extension of payment
dates and the restructuring of its debt obligations.  The company
has also hired advisors to assist in evaluating its strategic
options, which include the possibility of filing for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                   $11.5 billion in Funded Debt

Lyondell disclosed in its latest quarterly results that it has
$27.12 billion in assets and $228 million stockholders' deficit as
of Sept. 30, 2008.  It incurred a $232 million net loss in the
three months ended Sept. 30, 2008, compared to a $206 net profit
during the same period in 2007.

LyondellBasell's long-term debt includes credit facilities and
debt obligations maintained by Lyondell's wholly owned
subsidiaries, Equistar and Millennium, and by Lyondell Chemical
without its consolidated subsidiaries.  As of Sept. 30, loans,
notes, debentures and other long-term debt due to banks and other
unrelated parties consisted of:

                                                     (in millions)
                                                       ----------
Bank credit facilities:
  LCC senior secured credit facility:
    Term loan A due 2013                                 $1,447
    Term loan B due 2014 ($67 million of discount)        7,427
    $1-Bil. revolving credit facility                       728
  Lyondell $1.6-Bil. Inventory-based credit facility      1,163
  Accounts receivable securitization programs                53

LCC notes and debentures:
  Debentures due 2010, 10.25% ($3MM of premium)             103
  Debentures due 2020, 9.8% ($3MM of discount)              222
  Senior Unsecured Notes due 2014, 8%                       - -
  Senior Unsecured Notes due 2016, 8.25%                    - -

Equistar notes and debentures:
  Senior Notes due 2008, 10.125%                            - -
  Senior Notes due 2011, 10.625%                            - -
  Debentures due 2026, 7.55% ($20MM of discount)            130
  Notes due 2009, 8.75%                                     - -

Millennium notes and debentures:
  Senior Debentures due 2026, 7.625% ($69MM of discount)    172
  Convertible Senior Debentures due 2023, 4%                - -

Other debt                                                    1
                                                        -------
   Total                                                $11,446

               S&P Cuts Rating to Selective Default

According to Bloomberg's Bill Rochelle, Standard & Poor's
interpreted the action as "the first step of the distressed
group's restructuring efforts."  In the future, S&P sees the
likelihood of "additional material concessions by creditors and/or
payment defaults."  For a company with $26 billion in debt, S&P
predicts "substantial principal losses for some creditors."
S&P has downgraded the long-term corporate credit rating of the
company to "SD" or "Selective Default" from "B-" a junk rating.

In response to the S&P ratings release, Lyondell said, "Standard &
Poor's definition of 'selected default' related to our corporate
credit rating should not be misinterpreted to suggest that
LyondellBasell is currently in default of its bank agreements.  As
they stated in their press release, 'This is a default in our
opinion according to our definitions and criteria.' LyondellBasell
is not currently in default according to its agreements with its
lenders."

                     About LyondellBasell

LyondellBasell Industries -- http://www.lyondellbasell.com/-- is
a refiner of crude oil; a significant producer of gasoline
blending components; a global manufacturer of chemicals and
polymers, including polyolefins and advanced polyolefins; and the
leading developer and licensor of technologies for the production
of polymers.

Following the acquisition of Lyondell in 2007, LyondellBasell
became the world's largest independent producer of polypropylene
and advanced polyolefins products, a leading supplier of
polyethylene, and a global leader in the development and licensing
of polypropylene and polyethylene processes and related catalyst
sales.  The group is estimated to generate 2007 revenues of US$44
billion and EBITDA of US$4.1 billion reflecting strong performance
of Lyondell and Basell businesses at the top of the cycle.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
of LyondellBasell Industries AF SCA to B3 from B1.  The ratings on
the first lien facilities have been downgraded to B1/ LGD 2(27)
and the ratings on the legacy notes of Basell and Lyondell have
been downgraded to Caa2, with various LGD rates.  LBI has
rearranged its USD 8 billion second lien facility into
US$5.5 billion second lien facilities and USD 2.5 billion third
lien facility.  The new facilities have been rated Caa1/ LGD 5
(73) and Caa2/ LGD 5 (86) respectively.  The outlook on the
ratings remains negative.

As reported by the TCR Europe on Nov. 26, 2008, Fitch Ratings
downgraded Netherlands-based petrochemicals company Lyondell
Basell Industries AF SCA's Long-term Issuer Default rating to 'B-
'(B minus) from 'B+' while maintaining a Negative Outlook.  At the
same time, Fitch affirmed LBI's Short-term IDR at 'B'.


MAGNA ENTERTAINMENT: Inks New Loan Agreement with MI Developments
-----------------------------------------------------------------
Magna Entertainment Corp. entered into a new loan agreement with
MI Developments Inc., the company's controlling shareholder.  The
New Loan Agreement provides for financing in an aggregate
principal amount of up to $50 million to fund the company's
operations and up to $75 million to fund the company's Laurel Park
video lottery terminals license application and related matters
and, if Laurel Park is awarded a VLT license, the construction of
a temporary VLTs facility.

A full-text copy of the 2008 LOAN AGREEMENT is available for free
at http://ResearchArchives.com/t/s?3730

The terms of the New Loan Agreement were considered in conjunction
with the Transaction Agreement by the Special Committee of MEC's
board of directors consisting of Jerry D. Campbell, chairman,
Anthony Campbell and William J. Menear.

The Transaction Agreement was unanimously approved by MEC's board
following a favorable recommendation of the special committee.
The Special Committee retained independent legal and financial
advisors to assist in its deliberations in respect of the
Transaction Agreement.

                   About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

Net loss for the three months ended Sept. 30, 2008, was
$48.4 million, an improvement of $1.5 million or 2.9% compared to
the same period last year.

Net loss for the nine months ended Sept. 30, 2008, was
$116.1 million, an increase of $45.3 million or 64.0% compared to
the same period last year.

During the three months ended Sept. 30, 2008, cash used for
operating activities of continuing operations was $26.5 million,
which improved $4.0 million from cash used for operating
activities of continuing operations of $30.5 million in the three
months ended Sept. 30, 2007, due to an increase in cash provided
from non-cash working capital balances.  In the three months ended
September 30, 2008, cash provided from non-cash working capital
balances of $11.3 million is due to a decrease in accounts
receivable at Sept. 30, 2008, compared to the respective balance
at June 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and
shareholders' equity of $272.7 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MAGNA ENTERTAINMENT: Inks Recapitalization Transactions with MID
----------------------------------------------------------------
Magna Entertainment Corp. entered into a transaction agreement
with MI Developments Inc., MEC's controlling shareholder, and
entities affiliated with MEC's chairman and chief executive
officer, Frank Stronach, to implement a proposed reorganization of
MID that includes the spin-off of MEC to MID's existing
shareholders.  The Transaction Agreement contemplates, among other
things, a multi-step series of proposed transactions designed to
recapitalize and reposition MEC to enable it to pursue its
strategy of horse racing, gaming and entertainment on a standalone
basis.  If the transactions contemplated by the Transaction
Agreement are implemented, MEC will ultimately be controlled
directly by the Stronach Group, MID will no longer have any
ownership interest in MEC and MID will be prohibited from
investing any additional funds into, or entering into any new
transactions with, MEC without the approval of the minority MID
Class A shareholders.

MEC also has extended the maturity date of its $40 million senior
secured revolving credit facility with a Canadian chartered bank
from Nov. 28, 2008, to March 16, 2009, subject to certain
acceleration provisions.  MEC incurred a fee of $1.75 million in
connection with the extension of the Senior Bank Facility.

MEC disclosed that on Nov. 17, 2008, the Canadian chartered bank
has extended the maturity date of its $40.0 million senior secured
revolving credit facility to Nov. 28, 2008.

The Transaction Agreement contemplates three stages of proposed
transactions that, upon completion, will result in, among other
things, these:

                Stage One -- Immediate Transactions

   -- new financing being made available to MEC by MID in an
      aggregate principal amount of up to $50 million to fund
      MEC's operations and up to $75 million to fund MEC's Laurel
      Park video lottery terminals license application and related
      matters and, if Laurel Park is awarded a slots license, the
      construction of a temporary slots facility;

   -- MID has extended to March 31, 2009, subject to certain
      acceleration provisions, (i) the maturity date of the
      existing bridge loan from an MID subsidiary, (ii) the
      repayment deadline for $100 million under the project
      financing facility from the MID Lender for Gulfstream Park
      and (iii) the date until which repayments under the
      Gulfstream Facility and the project financing facility from
      the MID Lender for Remington Park will not be subject to a
      make-whole payment;

   -- MEC has covenanted to use commercially reasonable efforts to
      sell or enter into joint ventures in respect of its assets,
      including its core racetrack assets;

     Stage Two -- Transactions after MID Shareholder Approval

   -- sales of real estate assets in California and Florida by MEC
      to MID for their fair market value;

   -- further extensions of the Bridge Loan, the New Loan First
      Tranche and the Gulfstream Facility $100 million repayment
      obligation to Dec. 14, 2009;

   -- an increase in the amount of the New Loan First Tranche by
      $25 million to up to $75 million;

   -- amendments to the New Loan First Tranche, the Bridge Loan,
      the Gulfstream Facility and the Remington Facility to, among
      other things, enable MEC to repay such facilities in full
      with, at MEC's option, cash and MEC Class A Subordinate
      Voting Stock;

   -- a forbearance agreement that prohibits new transactions
      between MID and MEC unless such transactions are approved by
      a majority of the minority holders of Class A Subordinate
      Voting Shares of MID;

           Stage Three -- Transactions after Retirement
                 of Convertible Subordinated Notes

   -- provided that MEC has fully retired its outstanding 7.25%
      Convertible Subordinated Notes due Dec. 15, 2009, and 8.55%
      Convertible Subordinated Notes due June 15, 2010 by Dec. 14,
      2009:

      -- all MEC indebtedness to MID will be repaid, at MEC's
         option, either in cash or MEC Class A Stock, and MID will
         distribute all such cash and MEC Class A Stock to MID's
         shareholders;

      -- MEC will sell to the Stronach Group $30 million of Class
         B Stock of MEC; and

      -- MEC will be controlled directly by the Stronach Group and
         MID will no longer have any ownership interest in MEC.

Certain of the transactions are proposed to be effected by way of
a statutory plan of arrangement involving MID, MEC and the
Stronach Group that would be subject to approval by MID's
shareholders and the Ontario Superior Court of Justice.  MEC
understands that MID's shareholder meeting to consider the
reorganization proposal is expected to take place in the first
quarter of 2009.

The transactions proposed to be undertaken by MEC after MID
shareholder approval and the retirement of the MEC Subordinated
Notes are subject to regulatory approval, including the approval
of the Toronto Stock Exchange.

                 MEC Asset Sales and Joint Ventures

Pursuant to the Transaction Agreement, MEC has agreed to use its
commercially reasonable efforts to sell or enter into joint
ventures in respect of its assets, including its core racetrack
assets, that will result in MEC receiving net sale proceeds or
joint venture payments sufficient to retire the MEC Subordinated
Notes no later than Dec. 14, 2009.

                          MID Loans to MEC

The maturity dates and repayment deadlines under all existing
loans from the MID Lender to MEC and its subsidiaries will be
extended to March 31, 2009.  In the event that the reorganization
transaction does not receive the requisite MID shareholder
approval or is abandoned or withdrawn, the maturity dates and
repayment deadlines will be accelerated to thirty days after the
event.  In connection with the extension to March 31, 2009, of
the Bridge Loan maturity date and the Gulfstream Facility
$100 million repayment obligation, MEC incurred fees of
$2.5 million and $2.0 million.

MID will make available to MEC a new loan in two tranches.  The
New Loan First Tranche will be in the amount of up to $50 million
and is intended to support MEC's operations through to the special
meeting of MID's shareholders to consider the reorganization
proposal.  The funds are to be used solely to fund (i) operations,
(ii) payments of principal or interest and other costs under the
New Loan and under other loans provided by MID to MEC, (iii)
mandatory payments of interest in connection with other of MEC's
existing debt, (iv) maintenance capital expenditures and (v)
capital expenditures required pursuant to the terms of MEC's joint
venture arrangements with Forest City Enterprises in Florida and
Caruso Affiliated in California.  The New Loan First Tranche will
mature on March 31, 2009, subject to the same accelerated maturity
as described above for the existing loans.  MEC incurred a fee of
$1.0 million in connection with the New Loan First Tranche.

The New Loan Second Tranche will be available for drawdown:

   i) in an amount of up to $45 million to fund the application by
      the MEC subsidiary that owns and operates Laurel Park in
      Anne Arundel County for a Maryland slots license, after
      MID's satisfaction with the slots license application and
      related matters; and

  ii) in an amount of up to an additional $30 million to fund the
      construction of the temporary slots facility at Laurel Park,
      after receipt of the Maryland slots license and after MID's
      satisfaction with the municipal approvals, design and
      construction of the temporary facility.

At these time as the New Loan Second Tranche is made available,
the New Loan will be guaranteed by The Maryland Jockey Club group
of companies and secured by all of these companies' assets.  The
New Loan Second Tranche matures on Dec. 31, 2011, but will become
due (i) 90 days after the Laurel Park slots application being
denied or withdrawn, (ii) immediately on the closing of any sale
of Laurel Park or (iii) immediately on the closing of any new debt
financing in connection with Laurel Park slots.  MEC will be
required to repay the New Loan Second Tranche with any refunds of
any fees if the Laurel Park slots application is denied or
withdrawn.

These proposed transactions are conditional upon MID shareholder
approval being obtained at MID's meeting of shareholders to
consider the reorganization proposal, expected to take place in
the first quarter of 2009.

                     MID Real Estate Purchases

MID will purchase for cash from MEC development lands in Aventura
and Ocala, Florida and Dixon, California, additional acreage in
Palm Meadows, Florida and MEC's membership interest in, and land
underlying, MEC's joint venture with Forest City Enterprises at
Gulfstream Park.  The purchase price for such real estate assets
will be the fair market value of such assets as of the date hereof
as determined by  negotiation between the Special Committees of
MID and MEC.  MEC estimates the aggregate price will be
approximately $100 - $120 million.

MEC will use part of the proceeds from the asset sales to MID to
repay its $40 million Senior Bank Facility and its $4.5 million
bank term loan in connection with MEC's subsidiary AmTote
International, Inc.

                         MID Loans to MEC

MID will:

   i. extend the maturity dates of the Bridge Loan, the New Loan
      First Tranche and the Gulfstream Facility $100 million
      repayment obligation to Dec. 14, 2009;

  ii. increase the amount of the New Loan First Tranche by
      $25 million to up to $75 million for use by MEC solely to
      contribute to the retirement of the MEC Subordinated Notes;
      and

iii. amend all loans between MID and MEC to provide for (a) the
      deferral of interest and principal repayments until maturity
      or repayment, (b) the right of MEC to repay the loans
      either in cash or MEC Class A Stock and (c) the requirement
      that any proceeds received by MEC from equity raises, asset
      sales, joint ventures or other transactions be placed into
      an escrow account with MID.

The conversion price for the loans will be $1.1519 per share,
being the volume-weighted average price of the MEC Class A Stock
on NASDAQ for the five trading days immediately preceding the date
of this press release less a 15% discount.

MID will hold the escrow funds as security for the loans to MEC,
and MEC will be permitted to use the funds held in escrow solely
(i) to prepay in cash, from time to time, in the following order
of priority, the Gulfstream Facility, the Bridge Loan, the New
Loan First Tranche and the Remington Facility and (ii) to retire
all of the MEC Subordinated Notes.  Any cash received by MID
pursuant to a prepayment of the Gulfstream Facility, the Bridge
Loan, the New Loan First Tranche or the Remington Facility will be
distributed to MID shareholders, either as a special distribution
or pursuant to an issuer bid for MID Class A Shares.

MID Forbearance with MEC

MID will agree that, other than pursuant to existing arrangements
or as contemplated by the reorganization proposal, it will not,
without the prior approval of the majority of the votes cast by
minority holders of MID Class A Shares, (a) enter the horseracing
or gaming business or enter into any transactions with entities in
the horseracing or gaming business, (b) make any further debt or
equity investment in, or otherwise give financial assistance to,
MEC or (c) enter into any transactions with, or provide any
services or personnel to, MEC except for enforcing its rights
under the terms of existing arrangements and making non-material
amendments, waivers or modifications thereto.

              Existing MEC Class B Stock Held by MID

On the date on which MEC has retired all of the MEC Subordinated
Notes, MID will sell to the Stronach Group 335,000 shares of MEC
Class B Stock for $1.3552 per share, representing the volume-
weighted average price of the MEC Class A Stock on NASDAQ.

            Conversion of MID Debt and Spin-off of MEC

On the date that is 45 days after MEC's retirement of all of the
MEC Subordinated Notes, all indebtedness owed by MEC and its
subsidiaries to MID and its subsidiaries that has not been repaid
in cash will be converted into MEC Class A Stock at the Loan
Conversion Price.  Soon as reasonably practicable thereafter, MID
will spin off to holders of MID shares on a pro rata basis all the
MEC Class A Stock received on conversion of the loans.

          Issuance of Stock to the Stronach Group by MEC

MEC will issue to the Stronach Group at a price per share equal to
the Loan Conversion Price (i) $30 million of MEC Class B Stock and
(ii) at the option of the Stronach Group, an additional number of
MEC Class B Stock that, together with the MEC Class B Stock sold
to the Stronach Group by MID and those acquired from MEC, will
represent a pro forma 60% voting interest in MEC.

After the spin-off and the issuance of MEC Class B Stock to the
Stronach Group, MEC will be controlled directly by the Stronach
Group and MID will no longer have any ownership interest in MEC.

The terms of the Transaction Agreement were considered by the
Special Committee of MEC's board of directors consisting of Jerry
D. Campbell, Chairman, Anthony Campbell and William J. Menear.
The Transaction Agreement was unanimously approved by MEC's board
after a favorable recommendation of the Special Committee.  The
Special Committee retained independent legal and financial
advisors to assist in its deliberations in respect of the
Transaction Agreement.

The company said that there is no assurance that the transactions
contemplated by the reorganization proposal, or any other
transaction, will be completed.

The transactions proposed to be undertaken following MID
shareholder approval and the retirement of the MEC Subordinated
Notes are subject to approval by the Toronto Stock Exchange.

A full-text copy of the Transaction Agreement is available for
free at http://ResearchArchives.com/t/s?372e

A full-text copy of the Twentieth Amending Agreement is available
for free at http://ResearchArchives.com/t/s?372f

                   About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(Nasdaq: MECA)(TSX: MEC.A) -- http://www.magnaentertainment.com/
-- acquires, develops, owns and operates horse racetracks and
related pari-mutuel wagering operations, including off-track
betting facilities.  The company also develops, owns and operates
casinos in conjunction with its racetracks where permitted by law.

Net loss for the three months ended Sept. 30, 2008, was
$48.4 million, an improvement of $1.5 million or 2.9% compared to
the same period last year.

Net loss for the nine months ended Sept. 30, 2008, was
$116.1 million, an increase of $45.3 million or 64.0% compared to
the same period last year.

During the three months ended Sept. 30, 2008, cash used for
operating activities of continuing operations was $26.5 million,
which improved $4.0 million from cash used for operating
activities of continuing operations of $30.5 million in the three
months ended Sept. 30, 2007, due to an increase in cash provided
from non-cash working capital balances.  In the three months ended
September 30, 2008, cash provided from non-cash working capital
balances of $11.3 million is due to a decrease in accounts
receivable at Sept. 30, 2008, compared to the respective balance
at June 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.1 billion, total liabilities of $891.0 million and
shareholders' equity of $272.7 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2008,
Ernst & Young LLP in Toronto, Canada, expressed substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MAXWELL COMMUNICATION: New York Court Closes Case After 17 Years
----------------------------------------------------------------
Reuters' Emily Chasan reports that Judge Robert Gerber of the U.S.
Bankruptcy Court for the Southern District of New York closed the
bankruptcy case of Maxwell Communication Corp. on December 30,
2008, noting there were no further contested matters or adversary
proceedings in the case.

The bankruptcy case remained open for more than 17 years, the
report notes, after the British media empire collapsed amid a
string of frauds.  According to Ms. Chasan, the Maxwell businesses
were thrown into disarray after British publishing magnate Robert
Maxwell died in November 1991 and evidence grew of alleged massive
financial irregularities.

"Pension fund assets of the public companies, Maxwell
Communication Corp. and Mirror Group Newspapers, had allegedly
been looted to prop up parts of the empire," Ms. Chasan reports.

"Administrators and liquidators were appointed in Britain and the
United States to recover sums for creditors.  Many of Maxwell's
key businesses were sold off at auction," Ms. Chasan adds.


MERCURY COMANIES: Court Extends Bar Date to January 30, 2009
------------------------------------------------------------
Pursuant to an order dated Dec. 10, 2008, the U.S. Bankruptcy
Court for the District of Colorado extended to Jan. 30, 2009, at
5:00 p.m. Prevailing Mountain Time as the last date for filing
claims against Mercury for any debt arising prior to Aug. 28,
2008.  A signed, original, completed proof of claim, together with
any supporting documentation, should be delivered to The Garden
City Group, Inc. at the following address:

     Via Regular Mail:

     The Garden City Group, Inc.
     Attn: Mercury Companies, Inc.
     PO Box 9000 #6512
     Merrick NY 11556-9000

     Via Overnight Courier or Hand Delivery:

     The Garden City Group, Inc.
     Attn: Mercury Companies, Inc.
     105 Maxess Road
     Melville NY 11747

so as to be received no later than 5:00 p.m. Prevailing Mountain
Time on Jan. 30, 2009.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck, represent the Debtors as counsel.  Lars H. Fuller, Esq.,
and Douglas W. Jessop, Esq., at Jessop and Company, PC represent
the Official Committee of Unsecured Creditors as counsel.


MERCURY COMPANIES: Obtains Approval to Sell Aircraft to Global Jet
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colarado approved
the sale of Mercury Mercury Companies, Inc.'s 2002 Raytheon
Aircraft Company 390, S/N/ RB-49, N25MC with Williams-Rolls model
FJ44 2A Engines, Right S/N 105004, Left S/N 105033 and related
ground support instruments and other personal property to Global
Jet Management, LLC, free and clear of all liens, claims,
interests and encumbrances, except that the lien of U.S. Bankcorp
Equipment Finance, Inc., will attach to the proceeds of sale until
the obligation to the Secured Lender is paid in full.

As reported in the Troubled Company Reporter on Dec. 8, 2008, U.S.
Bancorp Equipment Finance, Inc. financed the purchase of the
aircraft in 2003.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).

Daniel J. Garfield, Esq., Michael J. Pankow, Esq., at Brownstein
Hyatt Farber Schreck, LLP, and Kathleen A. Odle, Esq., at Sherman
& Howard LLP, represent the Debtors as counsel.  Douglas W.
Jessop, Esq., and Lars H. Fuller, Esq., at Jessop and Company, PC
represent the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Mercury Companies, Inc. listed total
assets of $21,820,135 and total debts of $63,553,229.


MERCURY COMPANIES: Wants Plan Filing Period Extended to Feb. 23
---------------------------------------------------------------
Mercury Companies, Inc. asks the U.S. Bankruptcy Court for the
District of Colorado to extend its exclusive periods to file a
plan and solicit acceptances of said plan to Feb. 23, 2009, and
April 24, 2009, respectively.  Mercury has requested for the
extensions to match the exclusive periods of its debtor
subsidiaries.

Mercury's initial 120-day exclusive period to file a plan expired
on Dec. 26, 2008, and the attendant 180-day solicitation period
expires on Feb. 24, 2009.

Mercury tells the Court that the delay in forming the Creditors'
Committee has limited its ability to work with its creditors to
formulate a plan.  In addition, Mercury relates that the bar date
for filing proofs of claim is Jan. 30, 2009.  Accordingly, Mercury
will not have definitive knowledge of all claims against it until
well after the original 120-day exclusivity period.

Mercury adds that creditors will not be prejudiced by the
extension because it will have continued liquidity and ability to
pay current debts.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck, represent the Debtors as counsel.  Lars H. Fuller, Esq.,
and Douglas W. Jessop, Esq., at Jessop and Company, PC represent
the Official Committee of Unsecured Creditors as counsel.


MEXICAN RESTAURANT ASSOCIATES: Files for Chapter 7 Liquidation
--------------------------------------------------------------
The Business Review reports that Mexican Restaurant Associates
Inc. -- the corporate name of Garcia's Mexican Restaurant -- and
its owner, Richard Lamprelli, have filed for Chapter 7 liquidation
in the U.S. Bankruptcy Court for the Northern District of New
York.

Times Union relates that Garcia's Mexican closed in Nov. 30, 2008,
after operating for 25 years.  Mr. Lamparelli said that keeping
the restaurant financially afloat had been difficult in recent
months due to increasing costs for utilities, food, and other
supplies, the report states.

According to court documents, Garcia's Mexican listed $27,100 in
assets and $347,332 in liabilities.  The Business Review states
that Garcia's Mexican has at least 55 creditors, and among the
largest creditors is Sita-Ram & Sons LLC, which leased the
restaurant an 8,500 square foot space.  Mr. Lamparelli, court
documents say, paid about $1,800 per month to lease the space, and
has been in default of his lease since March 2008.  Garcia's
Mexican owes Sita-Ram about $68,300, The Business Review reports.

Court documents say that Mr. Lamparelli, in his personal
bankruptcy filing, listed $226,400 in personal assets, including:

     -- a sailboat,
     -- a Sea Doo jet ski, and
     -- a house in Scotia, which Mr. Lamparelli put on the market
        for $184,900.

The Busniess Review states that Mr. Lamparelli listed about
$429,000 in debts to at least 60 creditors.

Mexican Restaurant Associates Inc., a.k.a. Garcia's Mexican
Restaurant, opened on Central Avenue Halloween in 1983.  The
restaurant is owned and operated by Rick Lamparelli.  Garcia's
Mexican was originally was a franchisee of a national chain,
"Garcia's of Scottsdale".


MILLSTONE II: S&P Withdraws 'AAA' Rating on Class X Notes
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'AAA' rating on
the class X notes issued by Millstone II CDO Ltd., a cash flow
high-grade structured finance transaction managed by Church Tavern
Advisors LLC.

The rating withdrawal follows the complete paydown of the class X
notes on the Sept. 4, 2008, payment date pursuant to an event of
default.

                         Rating Withdrawn

                               Millstone II CDO Ltd.

                    Rating              Balance (mil. $)
                    ------              ----------------
        Class     To    From          Current     Original
        -----     --    ----          --------------------
        X         NR    AAA             0.000       10.500

                     Other Outstanding Ratings

                       Millstone II CDO Ltd.

                                        Balance (mil. $)
                                        ----------------
        Class     Rating              Current     Original
        -----     ------              -------     --------
        A-1M      CCC/Watch Neg     1,110.199    1,125.000
        A-1Q      CCC/Watch Neg       206.743      209.500
        A-2       CC                   84.000       84.000
        B         CC                   47.873       46.000
        C         CC                   14.705       14.000
        D         CC                   10.711       10.000

                         NR - Not rated.


MOHAWK CO: Sells Equipment & Fixtures to Repay Creditors
--------------------------------------------------------
Michael Coit at The Press Democrat reports that Mohawk Co. is
selling off its equipment and fixtures at discounted prices to
repay creditors.

The Press Democrat quoted Fritz Moennighoff, the former owner who
is directing the sale for the creditors, as saying, "It does seem
like we're giving it away.  But our objective is to get the
building cleared because we have to be out of there."  The Press
Democrat relates that sales started in October 2008.

The Press Democrat states that hundreds of items sold quickly,
including:

     -- stamping products,
     -- engraving and sign material, and
     -- some of the store and office furniture.

According to The Press Democrat, the Mohawk Company factory and
store in Santa Rosa's Railroad Square still has dozens of
furniture pieces, office equipment -- including paper cutters and
computer systems, floor fans, and kitchen appliances -- parts
bins, and metal shelving.

The Press Democrat quoted Mr. Moennighoff as saying, "The biggest
challenge is just sorting through the dozens and dozens of items
to get things organized so that people could easily see what we
had.  We had a lot of stuff we simply had to dispose of because it
was outdated or damaged."

Mohawk Co. is a bankrupt sign business in Santa Rosa, California.


MONOGEN INC: Selects Nancy Ross as Trustee Under CCAA
-----------------------------------------------------
Canada-based MonoGen Inc. said that its U.S. subsidiary, MonoGen
Inc., will pursue an out-of-court liquidation conducted by a
common law Assignment for the Benefit of Creditors which it
believes will permit the most efficient liquidation and provide
the best structure to realize value for its stakeholders.

The board of directors of MonoGen Canada has authorized MonoGen
USA to enter into a trust agreement with Nancy Ross of High Ridge
Partners Inc., as the assignee-trustee of all of MonoGen USA's
remaining assets.  MonoGen USA has transferred its assets to the
assignee-trustee whose contractual duty is to liquidate these
assets and distribute any proceeds to creditors.

If the recovered value of these assets is not greater than the
liabilities of both MonoGen USA and MonoGen Canada, then there
will not be any residual value for shareholders of MonoGen Canada.
Several employees of MonoGen USA will likely be retained by the
assignee-trustee in limited capacities to assist in a continuing
effort to sell the assets of MonoGen USA.

MonoGen Canada said it has notified the holder of a significant
convertible debenture that it Canada is in default on that
debenture and in conjunction with these events it intends to make
an assignment in bankruptcy pursuant to the Bankruptcy and
Insolvency Act (Canada).

In conjunction with action, all officers of MonoGen Canada and its
subsidiaries will be terminated by MonoGen Canada's Board of
Directors and all directors of MonoGen Canada and its subsidiaries
will have resigned by the end of the day.

                           About MonoGen

Headquartered in Chicago, Illinois, MonoGen Inc. (TSX: MOG)
operates a medical and diagnostics company providing cytological
screening to healthcare industry.


MPC CORP: To Cease Operations; Will Liquidate Remaining Assets
--------------------------------------------------------------
On Dec. 31, 2008, MPC Corp. reported that it and all of its direct
and indirect subsidiaries decided on Dec. 24, 2008, to discontinue
operations and liquidate their remaining assets.

On Dec. 29, 2008, MPC reduced the staff from approximately 280
employees to 50 employees who will execute the liquidation.

Reuters relates that MPC blamed its Chapter 11 filing on
unforeseen issues at integrating an acquisition and other
manufacturing changes, which caused extensive losses.

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer softwares and hardwares to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12673).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisor.  As of June 30, 2008, the
Debtors have $258.3 million in total assets and $277.8 million in
total debts.


MSX INTERNATIONAL: Decline in Earnings Cue Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service downgraded MSX International, Inc.'s
corporate family rating to Caa1 from B3.  Moody's also downgraded
the $205 million 12.5% senior secured notes due 2012 that are
obligations of various international subsidiaries to B3 from B2.

The downgrade reflects Moody's concern over the company's decline
in operating earnings for the nine months ended September 28, 2008
over the same period in 2007, the associated weakening in credit
metrics over the same period, the potential for a further erosion
in credit metrics, and its exposure to the automotive end-market
(including OEM, dealers, and supplier customers) that is currently
in a severe downturn.  The downgrade also reflects Moody's concern
over the financial condition of its largest customer Ford Motor
Company (Caa3 corporate family rating, negative outlook), which
accounts for approximately half of the company's sales and a large
portion of its receivables.  Notwithstanding these concerns, the
rating derives some support from the company's recently
implemented cost reduction initiatives as well as expectations for
adequate liquidity over the next year.  The ratings outlook was
revised to negative from stable.

These ratings were downgraded:

MSX International, Inc.

  -- Corporate family rating to Caa1 from B3;
  -- Probability-of-default rating to Caa1 from B3.

MSX International Business Services France, SAS, MSX International
UK PLC, and MSX International GmbH

  -- $205 million 12.5% senior secured notes due 2012 to B3 (LGD3,
     40%) from B2 (LGD3, 34%).

The negative ratings outlook reflects Moody's concern that
challenging end-market conditions may continue to pressure MSXI's
operating performance over the medium-term.

The last rating action was on March 9, 2007, when Moody's upgraded
MSXI's corporate family rating to B3 from Caa1 and revised the
ratings outlook to stable from negative.

Headquartered in Warren, Michigan, MSX International, Inc. is a
global provider of outsourced integrated business solutions,
focused primarily on warranty management, dealer process
improvement, and human capital solutions, to automobile and truck
OEMs, dealers, suppliers, and ancillary service providers in
Europe, the Americas and Asia-Pacific.


NEVADA UENO: Chapter 11 Bankruptcy Filing Surprises Investors
-------------------------------------------------------------
Las Vegas Review-Journal Nevada Ueno Mita LLC has filed for
Chapter 11 bankruptcy protection, surprising its investors.

According to The Review-Journal, Nevada Ueno's creditors include
OneCap Holding and OneCap Mortgage and its assignees.

Court documents say that Nevada Ueno's principal assets are in
Laughlin.  The Review-Journal states that Nevada Ueno has
$50 million to $100 million in assets and $10 million to
$50 million in liabilities.

Nevada Uneno may have secured loans funded with investor money,
The Review-Journal states.

Las Vegas, Nevada-based Nevada Ueno Mita LLC, f.k.a. OneCap
Partners 2 LLC, is a single asset real estate debtor.  The company
filed for Chapter 11 protection on Dec. 26, 2008 (Bankr. D. Nev.
Case No. 08-25487).  Michael J. Dawson, Esq., who has an office as
Las Vegas, Nevada, assists the company in its restructuring
effort.  The company listed assets of $50 million to $100 million
and debts of $10 million to $50 million.


NORTHWEST AIRLINES: Delta Reluctant on NWA Dreamliner Orders
------------------------------------------------------------
As part of integrating its fleet with Northwest Airlines Corp.'s,
Delta Air Lines, Inc., is eyeing to scale back Northwest's 787
Dreamliner orders from Boeing Co., and expand its own order for
the 777-200LR.

Specifically, Delta intends to purchase six Boeing 777-200LRs,
six 737-700s and eight Bombardier CRJ-900s.  Northwest has had 18
of the Dreamliner aircraft -- which guarantees exceptional fuel
efficiency -- on order, Freep.com reported on November 28, 2008.

Delta officials have disclosed that Boeing is reassessing a new
date -- from the original August 2008 schedule -- for the firm
delivery of its first 787 Dreamliners to Northwest.

Delta president and Northwest CEO Ed Bastian told Freep.com that
the airline already has the aircraft that "will fly almost any
mission in the world," and declined to comment on the status of
Northwest's Dreamliner orders.

The Dreamliner costs between $146 million and $200 million,
according to the report.

                     About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


OCCULOGIX INC: September 30 Balance Sheet Upside-Down by $3MM
-------------------------------------------------------------
OccuLogix, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $13,444,798 and total liabilities of $16,591,545,
resulting in a stockholders' deficit of $3,146,747.

OccuLogix Inc. reported consolidated financial results for the
three months ended Sept. 30, 2008.

For three months ended Sept. 3, 2008, the company reported a net
loss of $2,282,952 compared with a net loss of $20,688,296 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $7,097,008 compared with a net loss of $28,264,384 for the
same period in the previous year.

As of Sept. 30, 2008, OccuLogix had cash and cash equivalents, and
short-term investments of $2.5 million.  The company noted that
this amount does not include any of the proceeds from the
$2.2 million private placement that it disclosed on Oct. 6, 2008.

On Oct. 7, 2008, the company effected a 1:25 reverse stock split.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3717

                        About OccuLogix Inc.

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.

                      Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring operating losses and working
capital deficiency.


ONCOVISTA INNOVATIVE: Sept. 30 Balance Sheet Upside Down by $7.5MM
------------------------------------------------------------------
Oncovista Innovative Therapies, Inc.'s September 30, 2008, balance
sheet showed total assets of $1,089,766 and total liabilities of
$8,629,203, resulting in total stockholders' deficit of
$7,539,437.

Alexander L. Weis, Ph.D., chairman of the board of directors and
chief executive officer, and J. Michael Edwards, chief financial
officer, disclosed in a regulatory filing dated November 14, 2008,
that the company has a net loss of approximately $5.8 million and
net cash used in operations of approximately $3.2 million for the
nine months ended September 30, 2008, a working capital deficit of
approximately $3.8 million, and an accumulated deficit of
approximately $21.9 million at September 30, 2008.

"Our net loss increased by approximately $769,000, or 71%, to
approximately $1.8 million for the three months ended September
30, 2008 from a net loss of approximately $1.1 million for the
three months ended September 30, 2007."

"The ability of the company to continue as a going concern is
dependent on management's ability to further implement its
strategic plan, resolve its liquidity problems, principally by
obtaining additional debt or equity financing, and generate
additional revenues from collaborative agreements or sale of
pharmaceutical products.  The company is also in default on
certain loans, notes, and related accrued interest aggregating
$125,627 at September 30, 2008.  The company believes its current
available cash along with anticipated revenues may be insufficient
to meet its cash needs for the near future.  There can be no
assurance that financing will be available in amounts or terms
acceptable to the company, if at all."

"We expect to continue to incur losses from operations in 2008.
Our ability to continue as a going concern depends on the success
of management's plans to bridge [these] cash shortfalls,
including:

   -- Aggressively seeking investment capital;

   -- Furthering the development of our product pipeline;

   -- Advancing scientific progress in our research and
      development;

   -- Continuing to monitor and implement cost control initiatives
      to conserve cash; and

   -- Entering into distribution agreements to increase sales of
      diagnostic kits."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?373a

                    About Oncovista Innovative

Oncovista Innovative Therapies, Inc., is a biopharmaceutical
company commercializing diagnostic tests for metastatic tumors, as
well as developing targeted anticancer therapies by utilizing
tumor-associated biomarkers.  The company has developed diagnostic
kits for breast, colon, ovarian, bladder and prostate cancers, and
currently market diagnostic kits in Europe for the detection of
circulating tumor cells (CTCs) in patients with breast and colon
cancer. The company believes it is positioned to leverage its
ownership in its diagnostics company, AdnaGen, to realize short-
term revenues from sales of AdnaGen's CE-marked diagnostic kits in
Europe, while utilizing the diagnostic technology to guide and
expedite its anticancer drug development efforts.


PARENT COMPANY: Faces Nasdaq Delisting Due to Chapter 11 Filing
---------------------------------------------------------------
The Parent Company said the Nasdaq Stock Market notified the
company that its shares will be delisted from the Nasdaq Global
Market as a result of the company's filing for voluntary
protection under Chapter 11 of the U.S. Bankruptcy Code before
the United States Bankruptcy Court for the District of Delware on
Dec. 28, 2008

The company said it does not intend to take any further action to
appeal Nasdaq's decision, and therefore it is expected that the
its common stock will be delisted effective after the close of
trading on Jan. 7, 2009.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com -- sells toys and children's products
through its websites.  Debtor-affiliate Parent Company is publicly
traded on the NASDAQ under the ticker symbol KIDS.  The Debtors
lease two distribution centers in Blairs, Virginia, which holds
inventory and ship products, and Ringgold, Virginia, which is used
primarily for ship-alone items off-site storage.  The company and
eight of its affiliates filed for Chapter 11 protection on
December 28, 2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura
Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang
Ziehl & Jones LLP, represent the Debtors.  The Debtors proposed
Clear Thinking Group LLC as financial advisor; Omni Management
Group LLC as claims agent; and Gibson & Rechan LLC as chief
restructuring officer.  When the Debtors filed for protection from
their creditors, they listed $20,633,447 in total assets and
$35,722,280 in total debts.


PHIBRO ANIMAL: S&P Keeps 'B' Corp. Credit Rating; Outlook Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Ridgefield Park, New Jersey-based Phibro Animal Health
Corp. to negative, from stable.  At the same time, Standard &
Poor's affirmed its 'B' corporate credit and other ratings on
Phibro.  The outlook revision reflects S&P's increased concerns
regarding the company's high debt leverage and continued weak cash
flow generation in a potentially weakening operating environment.

"The ratings on Phibro reflect its low margins, concentrated
position in the animal feed additives industry, and its high debt
leverage," said Standard & Poor's credit analyst Arthur Wong.
Phibro's primary business is manufacturing and marketing a diverse
line of animal health and nutrition products for livestock, such
as medicated and nutritional feed additives.  For the quarter
ended Sept. 30, 2008, roughly 79% of the company's revenues were
from its animal health and nutrition segments, with distribution
and industrial chemicals accounting for the balance.

Phibro manufactures a wide range of medicated feed additives and
nutritional feed additives, such as antibiotics, antibacterials,
and anticoccidials, for the international poultry, swine, and
cattle markets.  The company is the third-largest participant in
the niche worldwide animal feed additives industry.

For the quarter ended Sept. 30, 2008, sales in Phibro's core
animal health segment grew 22%, to about $110 million, compared to
the same quarter in 2007.  The growth has been due to a
combination of mainly higher pricing, cost increases, and higher
volumes.  Phibro has been able to pass along a portion of its raw
material price increases in the form of higher pricing, thus
preserving its EBITDA margins of roughly 9%.  However, cost
control will continue to be a major theme at Phibro, as the
company's ability to pass along pricing increases may be
challenged in the near term.  In particular, the poultry industry
continues to struggle.  Commodity prices for soybean and corn,
used in chicken feed, have fallen, but prices remain relatively
high.  Furthermore, excess production has kept retail prices for
chicken low, further pressuring the poultry industry.  Lower
production in the future could lead to lower demand for Phibro's
products.

Phibro's liquidity is considered adequate.  The company has over
$25 million available under its credit facility as of Sept. 30,
2008 and has about $9.6 million of cash.  Additionally, Phibro is
in compliance with its financial covenants on its senior credit
facility, under which Phibro needs to maintain a maximum senior
secured leverage ratio, minimum consolidated EBITDA, and minimum
fixed charge coverage ratio.  The company does not face any
significant debt maturities until Aug. 1, 2013, when its
$160 million in senior notes come due.


PROGRESSIVE GAMING: S&P's Corporate Credit Rating Tumbles to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Progressive Gaming International
Corporation to 'D' from 'CCC'.

"The downgrade follows PGIC's 8K filing of Dec. 24, 2008, in which
it said its management team is cooperating with its senior secured
lender to conduct a sale of substantially all of PGIC's assets
pursuant to a Notification of Disposition of Collateral received
on Dec. 17, 2008," said Standard & poor's credit analyst Melissa
Long.  The sale of collateral will occur on Jan. 15, 2009, to the
highest qualified bidder, unless PGIC redeems the collateral at
any time before the sale by paying all obligations in the amount
of about $17 million (before certain adjustments of about
$1.1 million) and all reasonable expenses of the agent.

PGIC had violated covenants under its senior credit facilities for
the quarter ended Sept. 30, 2008.  On Nov. 7, 2008, PGIC's senior
lender issued an acceleration notice for the company's senior
secured revolving credit facility and term loan.  Subsequent to
this, the lenders entered into a forbearance agreement which
expired on Nov. 21, 2008.  The ratings were lowered ratings to 'D'
because the forbearance agreement between the lenders and PGIC has
expired without the loans being repaid, and because the lenders
are now pursuing recovery through the sale of collateral.

Following this action, the ratings have been withdrawn.


PULTE HOMES: Amends Credit Agreement with JPMorgan Chase, et. al.
-----------------------------------------------------------------
Pulte Homes, Inc., entered into the Third Amendment to Third
Amended and Restated Credit Agreement.  The Amendment was entered
with the lenders, guarantors, administrative agent, and others
listed therein, with JPMorgan Chase Bank, N.A. serving as
Administrative Agent.

The amendment, among other things:

   -- decreases the borrowing capacity from $1.6 billion to
      $1.2 billion;

   -- establishes certain Liquidity Reserve Accounts in the event
      the company fails to satisfy an interest coverage test;

   -- reduces the credit facility's uncommitted accordion feature
      from $2.25 billion to $1.75 billion; and

   -- amends these financial covenants:

      -- debt to capitalization ratio limit, which has been raised
         to a fixed 55%;

      -- tangible net worth, to (i) $2.0 billion, plus (ii) 50% of
         net profits for each quarter subsequent to Sept. 30,
         2008, plus (iii) the amount of any reduction or reversal
         in deferred tax valuation allowances for each quarter
         subsequent to Sept. 30, 2008;

A full-text copy of the Third Amendment to Third Amended And
Restated Credit Agreement is available for free at
http://ResearchArchives.com/t/s?3731

                       About Pulte Homes

Based in Bloomfield Hills, Michigan, Pulte Homes Inc. (NYSE: PHM)
-- http://www.pulte.com/-- is one of America's home building
companies with operations in 50 markets and 26 states.  During its
58-year history, the company has delivered more than 500,000 new
homes. Pulte Mortgage LLC is also a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

For the quarter ended Sept. 30, 2008, Pulte reported a net loss of
$280.4 million compared with a $787.9 million net loss for the
prior year third quarter.

For the nine months ended Sept. 30, 2008, Pulte' net loss was
$1.1 billion compared with a $1.4 billion net loss for the prior
year period.

The company has been reporting consecutive quarters of losses
beginning Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings: (i) IDR to 'BB+' from 'BBB-';
(ii) senior unsecured to 'BB+' from 'BBB-'; and (iii) unsecured
bank credit facility to 'BB+' from 'BBB-'.


PULTE HOMES: Board Suspends Payment of Regular Quarterly Dividend
-----------------------------------------------------------------
Pulte Homes, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that its board of directors has
discontinued the regular quarterly dividend on the company's
common stock beginning with the first quarter of 2009 due to an
ongoing decline in economic conditions.  This action is in line
with the company's objective of conserving cash as it continues to
navigate through a very difficult business environment.

The company's board of directors also declared a regular quarterly
dividend of $.04 per share on the company's common stock payable
Jan. 2, 2009, to shareholders of record at the close of business
on Dec. 22, 2008.

In a separate filing, Francis J. Sehn notified the Nominating and
Governance Committee of Pulte Homes, Inc., of his resignation as a
member of the board of directors of the company, effective
Dec. 31, 2008.  Mr. Sehn intends to continue to serve as a
director until such time.

                       About Pulte Homes

Based in Bloomfield Hills, Michigan, Pulte Homes Inc. (NYSE: PHM)
-- http://www.pulte.com/-- is one of America's home building
companies with operations in 50 markets and 26 states.  During its
58-year history, the company has delivered more than 500,000 new
homes.  Pulte Mortgage LLC is also a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

For the quarter ended Sept. 30, 2008, Pulte reported a net loss of
$280.4 million compared with a $787.9 million net loss for the
prior year third quarter.

For the nine months ended Sept. 30, 2008, Pulte' net loss was
$1.1 billion compared with a $1.4 billion net loss for the prior
year period.

The company has been reporting consecutive quarters of losses
beginning Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Pulte Homes, Inc.'s Issuer Default
Rating and outstanding debt ratings: (i) IDR to 'BB+' from 'BBB-';
(ii) senior unsecured to 'BB+' from 'BBB-'; and (iii) unsecured
bank credit facility to 'BB+' from 'BBB-'.


QUICK-MED TECH: Sept. 30 Balance Sheet Upside Down by $3.4 Million
------------------------------------------------------------------
Quick-Med Technologies, Inc.'s balance sheet as of September 30,
2008, showed total assets of $1,194,363 and total liabilities of
$4,685,876, resulting in total stockholders' deficit of
$3,491,513, a portion of which is due to non-cash stock
compensation expense and non-cash interest expense from certain
notes payable conversions.

At September 30, 2008, the company had a negative working capital
of $58,536 that primarily consists of: (a) cash of $39,829; (b)
accounts receivable of $677,698; (c) accounts payable of $687,107;
(d) accrued expenses of $49,671; and (e) unearned revenue of
$39,285.

For the three months ended September 30, 2008, the company posted
a net loss of $6,772, compared with a net loss of $779,253 for the
same period a year earlier.  This decrease is primarily
attributable to an increase in revenues, decreases in research and
development, general and administrative expenses, and licensing
and patent expenses, offset by an increase in cost of revenues.

J. Ladd Greeno, chief executive officer and principal executive
officer, and Nam H. Nguyen, chief financial officer, in a
regulatory filing dated November 14, 2008, related that the
company's auditors have issued a going concern opinion on its
audited financial statements for the fiscal years ended June 30,
2008 and 2007 as it has experienced recurring losses and negative
cash flows from operations in these periods.  "In addition, we
have a net capital deficiency.  These matters raise substantial
doubt about our ability to continue as a going concern."

"Total cash on hand at September 30, 2008 was $39,829 as compared
with $72,817 at June 30, 2008. Subsequent to the quarter ended, we
have collected the entire outstanding receivable balance of
approximately $678,000 at September 30, 2008.  As of October 31,
2008, we received a total of $50,000 to combine with $100,000
previous borrowings into a 2008 senior secured convertible note 3
from our Chairman."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3734

                         About Quick-Med

Quick-Med Technologies, Inc., is a life sciences company focused
on developing proprietary, broad-based technologies in the
consumer, healthcare, and industrial markets.  The company's
strategy is to further develop its core technologies as well as
develop future technologies.  The company will attempt to
commercialize these technologies through strategic licensing
partnership agreements, joint ventures, or co-development
agreements.  It does not intend to manufacture or distribute final
products; instead, it will seek partnership arrangements and
license agreements with third parties to develop products that use
Quick-Med's technologies and who will perform the manufacturing,
marketing, and distribution functions associated with Quick-Med's
technologies.


RADICAL BUNNY: Court Appoints G. Grant Lyon as Ch. 7 Trustee
------------------------------------------------------------
Andrew Johnson at The Arizona Republic reports that the
United States Bankruptcy Court for the District of Arizona has
appointed G. Grant Lyon as trustee for Radical Bunny LLC.

The Arizona Republic relates that Cathy Baker, Laing Kandel, and
Steven Friedberg -- who forced Radical Bunny into bankruptcy in
October -- claimed that Radical Bunny primary manager Tom Hirsch
blocked access to information about the company's finances.  These
investors have been asking for a trustee to be appointed, says the
report.  They said that having an independent trustee running the
company will help search out key issues, including whether Radical
Bunny will be treated as a secured or unsecured creditor in
Mortgages Ltd.'s bankruptcy, the report states, citing Carlos
Arboleda, the attorney for the three investors.

Many investors filed more than 400 letters in the Court, opposing
the appointment of a trustee and saying that Mr. Hirsch should run
Radical Bunny because he was familiar with the company's
operations, The Arizona Republic states.  The report says that
these investors were worried that a trustee would diminish
potential recoveries because such expenses are paid with money
from the firm's bankruptcy estate.

Based in Phoenix, Arizona, Radical Bunny LLC is a real-estate
financier.  On the Web: http://radicalbunny.com/

As reported by the Troubled Company Reporter on Oct. 13, 2008,
three investors -- Cathy Baker of Chandler; Laing Kandel of
Brooklyn, New York; and Steven Friedberg -- filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Radical
Bunny LLC in the United States Bankruptcy Court for the District
of Arizona.


RECYCLED PAPER: Files for Chapter 11 to Close Asset Sale to Rival
-----------------------------------------------------------------
Recycled Paper Greetings, Inc. filed a petition for Chapter 11
bankruptcy protection to complete the sale its business to
American Greetings Corporation.

American Greetings said Dec. 30, 2008, the agreement providing for
the acquisition contemplates that the transaction will be effected
pursuant to a so-called "pre-packaged" Chapter 11 reorganization.
The reorganization plan is supported by Recycled Paper's secured
creditors.  Trade creditors are expected to be paid in full under
the plan.  The parties hope to complete the Chapter 11
reorganization process by the end of American Greetings' first
fiscal quarter, although there can be no assurance that this will
be the case.

Consideration for the acquisition will include a combination of
$54.7 million of new 7.375% notes due in 2016 and up to $18.4
million of cash in addition to the $44.2 million investment ($67.1
million of principal) previously made by American Greetings during
July 2008.

The anticipated Chapter 11 reorganization process of Recycled
Paper is expected to provide American Greetings meaningful tax
benefits compared to alternative acquisition structures.  American
Greetings has also agreed to provide up to $10 million Debtor-in-
Possession financing to Recycled Paper Greetings.

According to Bloomberg's Bill Rochelle, Recycled Paper entered
into a forbearance agreement after missing an April 15 interest
payment owing on second-lien notes due 2010.  Other debt includes
a $20 million revolving credit and a $120 million first-lien term
loan.

Recycled Paper's equity sponsor is Monitor Clipper Partners.  Last
year, Monitor Clipper invested another $15 million following an
initial $130 million investment in 2005, Mr. Rochelle said, citing
Moody's Investors Service.

American Greetings said that the acquisition of Recycled Paper
enhances its humor and alternative greeting card offerings.
American Greetings plans to continue using the Recycled Paper
Greetings name.

American Greetings Chief Executive Officer Zev Weiss said, "The
acquisition of Recycled Paper Greetings will be an excellent
addition to our current product offering.  This transaction will
give American Greetings an enlarged product design capability and
a compelling product offering that is expected to delight
consumers and enhance productivity for our retail partners."

Advisors to American Greetings for the transaction included
Imperial Capital, LLC and Jones Day.

                     About American Greetings

For more than 100 years, American Greetings Corporation (NYSE: AM)
has been a manufacturer and retailer of innovative social
expression products that assist consumers in enhancing their
relationships. The Company's major greeting card brands are
American Greetings, Carlton Cards and Gibson, and other paper
product offerings include DesignWare party goods, American
Greetings and Plus Mark gift-wrap and boxed cards and Date Works
calendars.

American Greetings also has the largest collection of electronic
greetings on the Web, including cards available at
AmericanGreetings.com through AG Interactive, Inc., the Company's
online division.  AG Interactive also offers digital photo sharing
and personal publishing at PhotoWorks.com and Webshots.com and a
one-stop source for online graphics, animations, and more at
Kiwee.com. In addition to its product lines, American Greetings
also creates and licenses popular character brands through the
American Greetings Properties group.  Headquartered in Cleveland,
Ohio, American Greetings generates annual revenue of approximately
$1.8 billion, and its products can be found in retail outlets
domestically and worldwide, including Company-owned American
Greetings and Carlton Cards stores. For more information on the
Company, visit http://corporate.americangreetings.com.

                       About Recycled Paper

Recycled Paper is a Chicago-based preeminent creator and designer
of humorous greeting cards with annual net sales of approximately
$80 million.  Recycled Paper's humor cards are distributed
primarily through mass retail partners, drug stores and specialty
retail stores.


RECYCLED PAPER: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Recycled Paper Greetings, Inc.
        111 N. Canal Street, Suite 700
        Chicago, Illinois 60606

Bankruptcy Case No.: 09-10002

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
RPG Holdings, Inc.                                 09-10001
Recycled Paper Greetings Canada, Inc.              09-10003
Barnyard Industries, Inc.                          09-10004

Type of Business: The Debtors design, manufacture, and
                  distribute greetings cards and social
                  expression products throughout the U.S. and
                  Canada.  RPG is the third largest greeting card
                  company in North America.

Chapter 11 Petition Date: January 2, 2009

Court: District of Delaware

Judge: Kevin Gross

Debtor's Counsel: Michael F. Walsh, Esq.
                  Rachel Ehrlich Albanese, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com

Debtors' Local Counsel: Mark D. Collins, Esq.
                        Chun I. Jang, Esq.
                        Lee E. Kaufman, Esq.
                        Richards, Layton & Finger, P.A.
                        One Rodney Square
                        920 North King Street
                        Wilmington, DE 19801
                        Tel: (302) 651-7700
                        Fax: (302) 651-7701
                        http://www.rlf.com

Financial and Restructuring Advisor: Rothschild Inc.

Claims and Noticing Agent: Kurtzman Carson Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Target                         trade debt        $3,626,009
Attn: Lee Ann Kealy
(763) 440-2739
7000 Target Parkway North
Brooklyn Park, MN 55445

Walgreen Company               trade debt       $1,127,145
Attn: Angela Fruits
200 Wilmot Road
Deerfield, IL 60015-4616
Tel: (217) 554-8891

Quality Color Graphics         trade debt       $407,913
Attn: Bonnie
1855 Greenleaf Avenue
Elk Grove, IL 60007
Tel: (847) 981-9910 x6861

American Greetings             trade debt       $398,740

Unisource Worldwide            trade debt       $221,926

National Envelope              trade debt       $216,479

Drape Creative Inc.            trade debt       $170,774

Fedex                          trade debt       $161,028

Cost Plus Inc.                 trade debt       $160,476

The Royal Group                trade debt       $155,155

Philipp Friedmann              professional     $142,755
                               services

Michael Keiser                 trade debt       $142,755

Universal Presentation         trade debt       $122,459
Concepts

Spencer Gifts LLC              trade debt       $120,262

Beck International Inc.        trade debt       $116,181

Alper Services LLC             trade debt       $90,000

Duff & Phelps LLC              trade debt       $79,414

Sedona Staffing                services         $61,979

Wegmans Food Markets Inc.      trade debt       $60,579

Barnes & Noble College         trade debt       $55,349
Bookstore

Farworks Inc.                  trade debt       $51,763

Gregg Builders                 landlord         $51,361

UPS                            trade debt       $50,656

Standard & Poor's              debt monitoring  $50,000

EMP Media LLC                  trade debt       $48,068

Bjorkman Borthers              trade debt       $43,495

Melinda Gordon                 trade debt       $42,354

CGLIC-Bloomfield EASC          services         $39,335
(CIGNA)

The petition was signed by chief financial officer Edward Stassen.


RHODES COMPANIES: Moody's Downgrades Corp. Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service lowered all the ratings of The Rhodes
Companies, LLC, including the company's corporate family rating to
Ca from Caa2, the rating on the senior secured first-lien term
loan to Caa3 from Caa1, and the rating on the senior secured
second-lien term loan to C from Ca. The ratings outlook is
negative.

The downgrades and negative outlook reflect the grim liquidity
situation confronting the company.  While cash flow from
operations is modestly positive, it is insufficient to continue
covering required debt service payments, thus causing the company
to continue burning cash.  The temporary waiver from covenant
performance that the company received last spring via the second
amendment to its credit agreement will expire on June 29, 2009,
making it likely that the company will be in default at that time
unless a comprehensive restructuring plan is completed before that
date.  When the daunting industry and economic challenges facing
all homebuilders is overlaid on the pronounced weakness in Las
Vegas housing, there is no guarantee that any financial
restructuring plan outside of bankruptcy would be acceptable to
the diverse lending group.

Going forward, the ratings could be reduced again if the company
is unable to obtain additional covenant relief.  The ratings
outlook could stabilize if the company were to obtain substantial
and long-term covenant relief and were to reverse the current
weakness in cash flow generation.

These ratings for Rhodes were lowered:

  -- Corporate family rating, lowered to Ca from Caa2;

  -- Probability of Default rating, lowered to Ca from Caa2;

  -- Senior Secured First Lien Term Loan, lowered to Caa3 (LGD3,
     41%) from Caa1 (LGD3, 40%);

  -- Senior Secured Second Lien Term Loan, lowered to C (LGD6,
     91%) from Ca (LGD-5, 89%).

Moody's most recent announcement concerning the ratings for Rhodes
was on December 3, 2007, at which time Moody's lowered the
company's corporate family rating to Caa2 from B2, with similar
reductions in the ratings on the different issues of debt.

Headquartered in Las Vegas, Nevada, The Rhodes Companies, LLC and
its co-borrowers (Heritage Land Company, LLC and Rhodes Ranch
General Partnership) comprise the largest private community
developer and homebuilder in Las Vegas.  Revenues and net income
including charges (essentially pretax income including charges,
since the company pays no income taxes) for the trailing twelve
months ended September 30, 2008 were $158 million and
($133) million, respectively.


SCANTEK MEDICAL: Files for Chapter 11 Bankruptcy in New Jersey
--------------------------------------------------------------
Scantek Medical, Inc., filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code before the United States
Bankruptcy Court District of New Jersey.

The company said it has shipped 35,000 units of its
BreastCare(TM)/BreastAlert(TM) Differential Temperature Sensor
product to a medical equipment supplier for hospitals and doctors
in Brazil.  The purchaser paid $100,000 to date, and will pay the
balance of the purchase price 180 days after its receipt of the
units.

The purchaser's obligation to pay the balance of the purchase
price is secured by a standby letter of credit.

                       About Scantek Medical

Headquartered in Mountain Lakes, New Jersey, Scantek Medical
Inc. (Pink Sheets: SKML) develops, produces, and distributes
BeastCare(TM)/BreastAlert(TM) Differential Temperature Sensor
product.  The company has subsidiaries in Brazil and Hungary.


SCANTEK MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Scantek Medical, Inc.
        PO Box 307
        Mountain Lakes, NJ 07046

Bankruptcy Case No.: 08-35593

Type of Business: The Debtor develops, produces, and distributes
                  BeastCare(TM)/BreastAlert(TM) Differential
                  Temperature Sensor product.  The company has
                  subsidiaries in Brazil and Hungary.

Chapter 11 Petition Date: December 24, 2008

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  Wayne Greenwald, PC
                  475 Park Avenue South, 26th Floor
                  New York, NY 10016
                  Tel: (212) 983-1922

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Zsigmon L. Sagi                                  $3,501,256
PO Box 307
Mountain Lakes, NJ 07046

Ballydine                                        $1,908,045
Hong Kong China

Accordant Holdings LLC                           $1,690,730
853 East Valley Blvd., Ste 200
San Gabriel, CA 91776

Mintz & Fraade PC                                $1,322,675
488 Madison Avenue, 11th Floor
New York, NY 10022

Patricia Furness                                 $1,118,490
PO Box
New Jersey

Rubin Family Trust                               $820,175
25 Highlands Blvd.
Huntington Station, NY 11746

Louis Gottlieb                                   $675,321
439 Links Drive
Roslyn, NY 11576

Weiner Goodman & Co.                             $557,149
10 Industrial Way E.
Eatontwon, NJ 07724

Canal Jeans                                      $552,249
c/o Ira Russack
2236 Norstrand Avenue
Brooklyn, NY 11210

DC Consultants                                   $489,560

Gerald Goodman                                   $350,000

Malir Enterprises Corp.                          $346,987

Zurow Investments SA                             $346,987

Kilham Management                                $346,987

Ira Russack                                      $314,029

Life Medical Technologies                        $266,532
Inc.

Jeffrey Izzo                                     $180,000

Law Offices of Edward C                          $170,000
Kramer PC

The petition was signed by Patricia B. Furness, president and
director of the company.


SINGLE TOUCH: Auditor Raises Going Concern Doubt
------------------------------------------------
Weaver & Martin LLC in Kansas City, Missouri, in a letter dated
December 29, 2008, to the Board of Directors and Stockholders
Single Touch Systems, Inc., expressed substantial doubt about the
company's ability to continue as a going concern.  The firm
audited the consolidated balance sheet of Single touch Systems,
Inc., as of September 30, 2008, and the related consolidated
statements of operations, changes in shareholders' deficit and
cash flows for the year then ended.  "The company has suffered
recurring losses and had negative cash flows from operations that
raise substantial doubt about the company's ability to continue as
a going concern."

President Anthony Macaluso disclosed in a regulatory filing that
the company has accumulated operating losses since its inception
on May 31, 2000.  In addition, the company has used ongoing
working capital in its operations.  At September 30, 2008, current
liabilities exceed current assets by $1,475,243, and its
accumulated deficit amounted to $87,643,509.

"In view of current matters, the continuation of the company's
operations is dependent on revenue from its licensing of its
technologies and related services advancements made by its
officers, and the raising capital through the sale of its equity
instruments or issuance of debt.  Management believes that these
sources of funds will allow the company to continue as a going
concern through 2008.  However, no assurances can be made that
current or anticipated future sources of funds will enable the
company to finance future periods' operations.  In light of these
circumstances, substantial doubt exists about the company's
ability to continue as a going concern," Mr. Macaluso said.

For the year ended September 30, 2008, the company posted a net
loss of $11,123,003, compared with a net loss of $15,550,049 a
year earlier.  As of September 30, 2008, the company's balance
sheet showed total assets of $1,582,482 and total liabilities of
$2,067,214, resulting in total stockholders' deficit of $484,732.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?372a

                        About Single Touch

Single Touch Systems Inc. was incorporated in Delaware on May 31,
2000, under its original name, Hosting Site Network, Inc. to
provide businesses with Internet services.  On May 12, 2008, the
company changed its name to Single Touch Systems Inc.  On July 24,
2008, the company acquired all of the outstanding shares of Single
Touch Interactive, Inc., a company incorporated in the state of
Nevada on April 2, 2002.

Single Touch Systems, Inc. is now engaged in the business of
wireless application development, publishing and distribution.
Single Touch Interactive is a provider of customized wireless
solutions.


SUNRISE SENIOR: Enters Into Standstill Agreement with Natixis
-------------------------------------------------------------
On December 24, 2008, Sunrise Senior Living, Inc., entered into a
Pre-Negotiation and Standstill Agreement by and among the company,
two of its subsidiaries, Sunrise Hannover Senior Living GmbH & Co.
KG and Sunrise Hannover GmbH, and Natixis, London Branch, in its
capacity as agent and security trustee for certain lenders under:

   (i) a loan agreement, dated March 13, 2006, by and among the
       Agent, OpCo and certain lenders thereto, and

  (ii) a loan agreement, dated March 13, 2006, by and among the
       Agent, PropCo and certain lenders thereto.

In connection with the Loans, the company and the Agent entered
into (i) a funding obligation agreement, dated June 26, 2006, with
PropCo and (ii) a funding obligation agreement, dated June 26,
2006, with OpCo pursuant to which the company provided certain
guarantees to the Agent in respect of the Loans.

On December 18, 2008, the Agent sent to the company a demand
letter requesting that the company pay an amount equal to the cash
flow deficit of EUR 11,224,376 pursuant to the Funding
Obligations.

Pursuant to the terms of the Standstill Agreement, the Agent
agreed, inter alia, to commence discussions and negotiations with
the company and the Borrower relating to certain obligations of
the company and the Borrower under the Loans and the Funding
Obligations, and to not commence or prosecute any action or
proceeding to enforce its demand for payment by the company of the
Cash Flow Deficit during the period commencing on December 24,
2008, and ending on the later of (i) 60 calendar days after the
date of the Standstill Agreement and (ii) the termination date of
an agreement, if any, that the company intends to enter into with
Bank of America, N.A. relating to its credit facility with that
bank.  In any event, the Standstill Agreement will automatically
terminate upon the occurrence of an event of default, and will
expire on March 31, 2009, at the latest.

A full-text copy of the Pre-Negotiation and Standstill Agreement
is available for free at: http://researcharchives.com/t/s?3728

The company, the Borrower and the Agent also entered into a
Standstill Agreement dated December 23, 2008, which agreement is
governed by the laws of the Federal Republic of Germany, pursuant
to which the Agent agreed, inter alia, not to enforce any of its
acceleration and prepayment rights under the Loans during the
period commencing on December 23, 2008, and ending on the later of
(i) 60 calendar days after the date of the Borrower Standstill
Agreement and (ii) the termination date of an agreement, if any,
that the company intends to enter into with Bank of America, N.A.,
relating to its credit facility with that bank.  In any event, the
Borrower Standstill Agreement will automatically terminate upon
the occurrence of an event of default and will expire on March 31,
2009, at the latest.

A full-text copy of the Borrower Standstill Agreement is available
for free at: http://researcharchives.com/t/s?3727

                    Amendment to Annual Report

On December 30, 2008, Sunrise Senior Living filed its second
amendment to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2007.  Among others, the company reflected its
non-compliance with certain covenants related to its Bank Credit
Facility.  The financial statements of PS Germany Investment
(Jersey) Limited Partnership have been revised to include a
discussion of the company's non-compliance with certain covenants
related to its Bank Credit Facility and a discussion of subsequent
events occurring between September 10, 2008 and December 23, 2008.
The Partnership's auditor said that the non-compliance raises
substantial doubt about the Partnership's ability to continue as a
going concern.

          Tiffany Tomasso Will Head European Operations

Tiffany Tomasso, the company's chief operating officer, moved from
her role and became head of European operations effective
December 22, 2008.

"Strengthening our core business remains our focus and that
includes closer oversight of our European portfolios," said Mark
Ordan, Sunrise's chief executive officer.  "I am confident, with
Tiffany's executive leadership, we will continue to see
improvement in our UK and German communities."

Daniel Schwartz, senior vice president of North American
Operations, and Kurt Conway, senior vice president of Sales and
Marketing, will now report to Mr. Ordan.

"Sunrise is the brand leader in the industry, with some of the
strongest operating metrics of any senior-living company," added
Mr. Ordan. "Our experienced U.S. and Canadian operations leaders,
in combination with Tiffany's oversight of Europe, make Sunrise
well positioned to become a leaner, stronger, growing company."

                    About Sunrise Senior Living

Sunrise Senior Living, a McLean, Va.-based company --
http://www.sunriseseniorliving.com-- employs approximately 40,000
people.  As of September 30, 2008, Sunrise operated 448
communities in the United States, Canada, Germany and the United
Kingdom, with a combined capacity for approximately 55,000
residents.  At quarter end, Sunrise also had 34 communities under
construction in these countries with a combined capacity for 4,277
additional residents.  Sunrise offers a full range of personalized
senior living services, including independent living, assisted
living, care for individuals with Alzheimer's and other forms of
memory loss, as well as nursing, rehabilitative and hospice care.


SUNWEST MANAGEMENT: Lawsuits Lead to CEO's Bankruptcy Filing
------------------------------------------------------------
Michael Rose at StatesmanJournal.com reports that Sunwest
Management Inc.'s company founder and CEO Jon Harder filed for
Chapter 11 bankruptcy on Jan. 1, 2009.

StatesmanJournal.com relates that Mr. Harder's personal bankruptcy
was due to lawsuits filed against Mr. Harder and other company
executives.  Citing Sunwest officials, the report states that a
court ruling led to the "garnishment" of Mr. Harder's accounts and
more "judgments" are expected to follow.

Mr. Harder said in a statement, "The bankruptcy process is the
best chance to see that everyone who is owed money is treated
fairly as we work through some very complex legal and financial
issues."

Sunwest officials, according to StatesmanJournal.com, said that
Mr. Harder and other Sunwest principals borrowed heavily and
currently owe $2 billion in debt secured by real estate.  Sunwest
said in a statement that consulting firm Hamstreet & Associates is
now running the business.   StatesmanJournal.com relates that a
newly constituted independent board with no previous ties to
Sunwest will be in place by Jan. 15, 2009.

Citing Maren Cohn at Hamstreet & Associates, StatesmanJournal.com
says that the restructuring effort will try to save the most
profitable properties and cut off the worst performing ones from
Sunwest's operation.  The report quoted Ms. Cohn as saying, "We
don't want to do a general sell-off of assets.  We want to
preserve quality assets for the restructuring effort."  According
to the report, proceeds from the sale will be under the control of
turnaround consultant and chief restructuring officer Clyde
Hamstreet.

Ms. Cohn said that Sunwest's top three principals -- Darryl
Fisher, Wally Gutzler and Harder -- have surrendered the right to
share in any sale proceeds, StatesmanJournal.com states.  The
funds will go to benefit creditors and investors, the report says,
citing Ms. Cohn.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUPERIOR AIR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Superior Air Parts, Inc., Debtor
        621 South Royal Lane, Suite 100
        Coppell, TX 75019

Bankruptcy Case No.: 08-36705

Type of Business: The Debtor makes aircraft piston for Lycoming
                  and Continental engines.

                  See: http: www.superiorairparts.com

Chapter 11 Petition Date: December 31, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Stephen A. Roberts, Esq.
                  stephen.roberts@strasburger.com
                  Strasburger & Price, LLP
                  600 Congress Ave., Ste. 1600
                  Austin, TX 78701
                  Tel: (512)499-3600
                  Fax: (512)499-3660

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mahle Engine Components USA    Trade Debt        $378,278
60428 Marne Road
Atlantic, IA 50022-8291
Terry Rogers
Fax: (712) 243-1553

Rodovia Arnald Julio Mauerbert Trade Debt        $145,888
c/o Jose Ademir de Souza
4000 Distrito Industrial
Nova Odessa - SP Brasil
Caixa Postal 91, CEP 13460-000
Tel: +55 19 3466 981

ECK Industries Inc.            Trade Debt        $119,696
Dennis Hawkins
1602 North 8th Street
Manitowoc, WI 54221-0967
Fax 251-625-2241

Airsure Limited                Trade Debt        $62,500

Helio Precision Products       Trade Debt        $55,998

Hartford Aircraft Products     Trade Debt        $37,854

Crane Cams                     Trade Debt        $37,607

ACE Grinding & Machine Co.     Trade Debt        $36,632

Genesee Stamping & Fabricating Trade Debt        $30,470

Corley Gasket Co.              Trade Debt        $29,430

Lynden International           Trade Debt        $28,282

Saturn Fasteners Inc.          Trade Debt        $26,866

Automatic Screw Machine        Trade Debt        $26,725

AOPA Pilot                     Trade Debt        $25,109

Combustion Technologies Inc.   Trade Debt        $23,432

Champion Aerospace Inc.        Trade Debt        $23,397

Ruhrtaler Gesenkschmiede       Trade Debt        $22,435

Ohio Gasket & Shim             Trade Debt        $21,782

Gerhardt Gear                  Trade Debt        $21,324

Knappe & Koester Inc.          Trade Debt        $15,750

The petition was signed by president and chief executive officer
Kent Abercrombie.


TONGLI PHARMACEUTICALS: Still Seeking to Refinance $1 Million Note
------------------------------------------------------------------
Tongli Pharmaceuticals (USA), Inc., as of September 30, 2008, has
a deficiency in working capital of $1,438,583 and is in default on
its bank loan of $1,009,216.  "The uncertainties caused by these
conditions raise substantial doubt as to the Company's ability to
continue as a going concern," Chief Executive Officer Yao Mingli
and Chief Financial Officer Yao Yuan disclosed in a regulatory
filing dated November 13, 2008.

According to CEO Yao Mingli and CFO Yao Yuan, the note is
collateralized by real estate assets owned by the company's
Chairman.  "The note has been in default since June 30, 2007, and
we are negotiating a refinance of the note."

"The company is currently profitable and is exploring various
alternatives to improve its financial position and continue to
meet its obligations.  Management is focusing on improving its
operations and seeking additional debt or equity financing.  The
company is attempting to negotiate new terms with the bank and, as
of September 30, 2008, the bank has not taken any action against
the company. There can be no assurance that any of these efforts
will be fruitful."

"The development of our business through September 30, 2008,
resulted in an accumulated deficit of $888,608.  We funded that
deficit by means of a bank loan and loans from the members of our
management and entities related to our Chairman."

"Our need to have raw materials available when needed causes us to
advance cash to suppliers.  This drain on our cash will remain
unless we secure a proprietary source of the volatile herbs that
are a large portion of our raw materials.  The growth of our
company will require capital.  Currently, we have budgeted $3.5
million for capital improvements.  We intend to pursue a two prong
search for capital:  on the one hand seeking debt to be secured by
our facility and equipment, which has a book value of $7.2 million
and is free of liens; on the other hand approaching international
equity markets for debt or equity investments.  To date we have no
commitment from any source for the funds we require."

The company's September 30 balance sheet showed total assets of
$9,361,709, total liabilities of $2,546,022, and total
shareholders' equity of $6,815,687.  The company earned $487,036
for the three months ended September 30, 2008.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3733

                   About Tongli Pharmaceuticals

Tongli Pharmaceuticals (USA), Inc., through a wholly owned
subsidiary, Harbin Tianmu Pharmaceuticals Co., Ltd., develops,
produces and sells a wide variety of Chinese drugs and healthcare
products in The Peoples Republic of China.  TP was formerly known
as American Tony Pharmaceutical, Inc.  The name change became
effective on October 30, 2008, and was done to better represent
the origin and ongoing business of the company.

On August 12, 2008, American Tony completed a reverse merger with
Aim Smart Corporation, a dormant public shell.  Under the terms of
the merger agreement, the former American Tony shareholders
exchanged their shares for Aim Smart shares so that, upon the
closing of the merger, the former American Tony shareholders owned
96.7% of the outstanding shares of Aim Smart.  Aim Smart changed
its name to American Tony prior to the change to TP.


TROPICANA INN: Wants to Employ William Cooper as Special Counsel
----------------------------------------------------------------
Tropicana Inn Investors, LLC, asks the U.S. Bankruptcy Court for
the District of Nevada for authority to employ the law offices of
William E. Cooper as special counsel.

William E. Cooper, Esq., will provide legal services in these
proceedings: (a) Onyx, Las Vegas, LLC v. Tropicana Inn Investors,
LLC, Case No.: A 566762, Dept. No. XIII, Eighth District Court,
Clark County, Nevada; (b) In re Tropicana Inn Investors, LLC, Case
No.: BK-S-08-18719-MKN, United States Bankruptcy Court, District
of Nevada; and the arbitration proceedings between Tropicana Inn
Investors, LLC and Summit Builders.

The Debtor tells the Court that Mr. Cooper is disinterested and
does not have any conflict with the estate or the current
administration.

The Debtor has agreed to advance Mr. Cooper an initial deposit of
$25,000 as retainer for the payment of attorney's fees and costs.
As compensation for his services, Mr. Cooper bills at $350 per
hour.

As reported in the Troubled Company Reporter on Dec. 15, 2008,
Tropicana Inn Investors, LLC, filed with the Court on Dec. 10,
2008, a Plan of Reorganization under Chapter 11 of the Bankruptcy
Code and Disclosure Statement containing a summary of the Plan and
related matters.

Pursuant to the Plan, the Debtor will offer individuals an
opportunity to own up to a 1/12th fractional ownership in the
Onyx.  The Debtor will increase its amenity offerings by
reconfiguring one of the 63 units as a boutique dining venue on
site.  The remaining units will be offered in a blend of the hotel
condominium units and as fractional resort interests.

Under the Plan, all 9 classes are impaired and are entitled to
vote to accept or reject the Plan.

                About Tropicana Inn Investors

Las Vegas, Nevada-based Tropicana Inn Investors, LLC is the
developer of Onyx, a 63-unit luxury condominium project in Las
Vegas, Nevada.  The $28 million mid-rise project was announced in
2005 as an affordable alternative to the high rises that were
being constructed near the Strip.  Units at Onyx ranged from 740
square feet to 2,300 square feet and were priced from $400,000 to
more than $900,000.

On Aug. 4, 2008, seven (7) creditors filed an involuntary petition
for Chapter 11 relief against the Debtor (Bankr. D. Nev. Case No.
08-18719).  David E. Doxey, Esq., and David J. Winterton, Esq., at
David J. Winterton & Assoc., Ltd. represent the Debtor as
counsel.


TRUMP ENTERTAINMENT: Reaches Forbearance Pact With Lenders
----------------------------------------------------------
Trump Entertainment Resorts Inc. has reached a forbearance
agreement with lenders and note holders.

Trump Entertainment Resorts Holdings, L.P., and Trump
Entertainment Resorts Funding, Inc., didn't make the interest
payment due Dec. 1, 2008, on their 8.5% Senior Secured Notes due
2015.  As reported by the Troubled Company Reporter on Dec. 1,
2008, Trump Entertainment and its subsidiaries Trump Entertainment
Resorts Holdings, L.P., and Trump Entertainment Resorts Funding,
Inc., said that, as part of a strategy to maintain sufficient
liquidity, the company would forego making the $53.1 million
interest payment due Dec. 1, 2008, on the company's 8.5% Senior
Secured Notes due 2015.

Trump Entertainment has obtained a forbearance agreement from the
holders of an aggregate of approximately 70% of the outstanding
principal amount of the Notes, pursuant to which the holders have
agreed to forbear from exercising their rights and remedies under
the indenture governing the notes relating to the missed interest
payment, and from directing the trustee under the indenture from
exercising any such rights and remedies on the holders' behalf,
until Jan. 21, 2009, unless certain events occur.

Trump Entertainment has also obtained a forbearance agreement from
the lenders under the company's $490 million senior secured term
loan agreement, pursuant to which the lenders have agreed to
forbear from exercising certain of their rights and remedies that
may exist as a result of the missed interest payment on the Notes,
until Jan. 21, 2009, unless certain events occur.

Trump Entertainment remains in discussions with its lenders and
certain note holders regarding a possible restructuring of the
company's capital structure.  There can be no assurance that any
agreement with respect to any restructuring will be reached or, if
any agreement is reached.

Kristen A. Lee at The Associated Press reports that as of
Sept. 30, Trump Entertainment had $1.72 billion in liabilities.

Trump Entertainment founder, chairperson, and largest stockholder
Donald Trump said in a telephone interview with The AP that he
didn't know if the company would be forced to seek Chapter 11
bankruptcy protection if the negotiations fail.

According to The AP, Trump Entertainment will sell one of its
three casinos, the Trump Marina Hotel Casino, by May 2009 to
Coastal Development LLC for about $270 million.

Gimme Credit analyst Kim Noland said in December 2008 that she
expected Trump Entertainment to offer bondholders a debt exchange
or opt for a prepackaged bankruptcy at the end of the December
grace period, The AP reports.  "Trump cannot cut expenses as fast
as revenue is declining at its three Atlantic City casinos.  And
the sale of the Trump Marina to Coastal is not assured in an
environment where financing is very difficult to obtain," the
report quoted Ms. Noland as saying.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

Trump Entertainment Resorts, Inc.'s balance sheets as of September
30, 2008, showed $2,076,280,000 in total assets; $196,207,000 in
total current liabilities, $1,715,247,000 in long-term debt, net
of current maturities, $70,641,000 in deferred income taxes,
$27,681,000 in other long-term liabilities, and $21,623,000 in
minority interest; $44,881,000 in stockholders' equity; and
$421,328,000 in accumulated deficit.  The company reported
consolidated net losses of $139,143,000 for the three months ended
September 30, 2008, compared to $6,626,000 in net income for the
same period last year.

                            *     *     *

As reported by the Troubled Company Reporter on Dec. 3, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlantic City-based Trump Entertainment Resorts Holdings
L.P. to 'D' from 'CCC'.  In addition, the issue-level rating on
the senior secured notes co-issued by TER and Trump Entertainment
Resorts Funding Inc. was lowered to 'D' from
'CCC-'.

As reported by the TCR on Dec. 3, 2008, Moody's Investors Service
lowered Trump Entertainment Resorts Holdings, LP's ratings in
response to the company's announcement that it wouldn't make the
$53.1 million Dec. 1, 2008 interest payment on its 8.5% senior
secured notes due 2015 as part of a strategy to preserve
liquidity.

These ratings were lowered:

  -- Probability of default rating to Ca from Caa2

  -- Corporate family rating to Ca from Caa1

  -- $1.25 billion senior secured notes due 2015 to Ca (LGD4,
     64%) from Caa2 (LGD4, 53%)


UAL CORP: Expects 2.5%-3.5% YoY Revenue for 4th Quarter 2008
------------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on December 17,
2008, an investor update related to its financial and operational
outlook for the fourth quarter of 2008.

                          Revenue

Paul R. Lovejoy, senior vice president, general counsel and
secretary of UAL, relates that fourth quarter 2008 mainline
passenger unit revenue is expected to increase between 2.5% and
3.5% year-over-year excluding the impact of Mileage Plus
accounting charges.  Including the impact of the Mileage Plus
accounting charges, mainline PRASM is expected to increase
between 0.3% and 0.7% year-over-year.

Mr. Lovejoy says that fourth quarter consolidated PRASM is
expected to increase between 3% and 4% year-over-year
excluding the impact of Mileage Plus accounting charges.
Including the impact of the Mileage Plus accounting charges,
consolidated PRASM is expected to increase between .2% and 1.2%
year-over-year.

Accounting for the charge in expiration policy from 36 to 18
months for inactive Mileage Plus accounts, which was announced in
January 2007 and became effective on December 31, 2007, added
$121 million of non-cash revenue to UAL's consolidated passenger
revenue for the fourth quarter of 2007.

Mr. Lovejoy relates that UAL expects that deferred revenue
accounting for the Mileage Plus program will reduce consolidated
passenger revenue by $61 million in the fourth quarter of 2008 as
opposed to UAL's best estimate using previous incremental cost
method.  Deferred revenue accounting decreased consolidated
passenger revenue by $61 million in the fourth quarter of 2007.

UAL also estimates that cargo, mail and other revenue will be
between $370 million and $380 million for the quarter, including
UAFC sales of $3 million.

                             Fuel

According to Mr. Lovejoy, UAL's estimated mainline fuel
consumption for the fourth quarter is 491 million gallons.
Furthermore, UAL expects these fuel prices based on the closing
curve on December 11, 2008:

                                              Three months Ending
   Mainline Fuel Price (price per gallon)           Dec. 31, 2008
   -------------------------------------      -------------------
   Mainline fuel price including taxes and             $2.55
    excluding impact of hedges

   Mainline fuel price including taxes and              2.85
    Cash net gains or losses on settled hedges

   Mainline fuel price including taxes                  3.63
    and impact of net mark-to-market losses
    on settled and unsettled hedges

UAL's estimated collateral provisions at various crude oil prices
based on its hedge portfolio as of December 11, 2008 are:

                                      Change in Cash Collateral
   Price of Crude Oil, ($ per barrel) per $5 per barrel charge
   ---------------------------------- -------------------------
   $115 above                            no collateral required
   $70 above but below $115                         $70 million
   above $50, but below $70                          65 million
   below $50                                         50 million

                 Non-Operating Income Expense

UAL estimates that non-operating expense between $120 million to
$130 million for the fourth quarter, excluding the impact of any
fuel hedging gains or losses that may be recorded in the non-
operating income or expense line.  Furthermore, UAL anticipates
that $222 million in cash fuel hedging losses and $86 million in
non-cash net mark-to-market fuel hedging losses will be recorded
in the non-operating income at the end of the fourth quarter
based on November 11th closing forward curve prices.  Mr. Lovejoy
points out that UAL's actual gain or loss will be determined
based on market prices prevailing at the end of the fourth
quarter.

          Impairment, Severance and Similar Charges

UAL anticipates that it will record accounting charges in the
fourth quarter associated with its previously announced capacity
reductions.  Mr. Lovejoy relates that UAL is unable to accurately
estimate the amounts of those charges.

                            Liquidity

UAL expects to end fourth-quarter with unrestricted cash, cash
equivalents and short-term investments for $2 billion, restricted
cash for $0.3 billion, and posted fuel hedge collateral of $0.9
billion.  The fuel hedge collateral deposit estimates are based
on December 11th closing forward curve prices.  Actual fuel hedge
collateral will be determined based on market price prevailing at
the end of the quarter.  Mr. Lovejoy says that UAL is currently
pursuing certain additional liquidity initiatives that are
expected to close in the early of 2009.

Mr. Lovejoy concludes that UAL expects to have an effective tax
rate of zero for the fourth quarter of 2008 and thus will not
record a tax benefit for the quarter.

A full-text copy of UAL's Investor Update is available for free
at http://ResearchArchives.com/t/s?3688

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Sells Jets to Boost Liquidity; Pilots Still Reject CEO
----------------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose primary
subsidiary is United Airlines, announced in December 2008 a sale
and leaseback transaction that added approximately $150 million of
cash to the company's unrestricted liquidity.

The company sold 15 Boeing 757 aircraft to East Shore
Aircraft, LLC, a wholly owned subsidiary of Wayzata Opportunities
Fund II, LP, for approximately $150 million.  United Airlines
will lease these aircraft back from East Shore Aircraft, LLC, and
will continue to operate and maintain the aircraft.

With the completion of this transaction, United has raised more
than $250 million of the $300 million of additional liquidity the
company has said it expects to raise in the fourth quarter of
2008, on top of nearly $1.4 billion the company raised in the
third quarter of this year.

              Pilots See No Signs of Improvement

Despite UAL's announcement of its added liquidity, pilots for
United Airlines said that UAL will not improve under the help of
its present CEO.

According to the AirLine Pilots Association, International, under
CEO Glenn Tilton's watch, United Airlines in 2008 clearly failed
in its efforts to regain its former stature as the world's
preeminent airline.  Over the past year, the airline has been
plagued by an appalling lack of leadership and vision among Mr.
Tilton and his executives.  Mr. Tilton and his executives have
kept United Airlines mired in financial and operational stagnation
ever since it exited bankruptcy nearly three years ago.

ALPA said that based upon Mr. Tilton's past performance, the
pilots see no signs that things are going to get better in the
future under his watch.  During Mr. Tilton's tenure, the pilots
point out, it has been apparent that United does not have a
strategy that will enable it to take charge of its destiny.

According to ALPA, a look at the Mr. Tilton record over the past
year tells the story of missed opportunities, lack of leadership
and dismal performance:

    * UAL posted a $779 million third quarter loss, $519 million
      attributable to poor fuel hedges.  The miscalculation on
      the fuel hedge is especially disappointing, considering
      Mr. Tilton came to United from Chevron Texaco, one of the
      nation's largest oil companies.

    * UAL posted a $542 million loss for the first quarter, $305
      million higher than the first quarter of the previous
      year.

    * UAL lost $151 million in the second quarter.  With noncash
      accounting expenses, including a $2.3 billion charge for
      goodwill impairment and $82 million in severance costs,
      the airline reported a $2.7 billion loss during the
      quarter.

    * During a time when the industry was attempting to
      consolidate, United Airlines and Mr. Tilton were jilted by
      both Delta and Continental.  Delta, which considered a
      marriage with United, chose Northwest instead.
      Continental, which appeared to be on the verge of an
      announced merger with UAL in April, left Mr. Tilton standing
      at the altar at the last minute after calling off talks.

    * Desperate for a merger partner -- ANY merger partner --
      Mr. Tilton attempted to steer United Airlines straight into
      the arms of US Airways, an airline known for problems in
      its management, its service, and among its employees.
      Only an outcry from the Air Line Pilots Association and
      the subsequent negative reaction from the financial
      community prevented Mr. Tilton from embarking on the
      potentially suicidal mission of a merger with US Airways.

    * United announced in June that it was going to ground "fuel
      Inefficient" aircraft, despite having no plans to replace
      them with newer, more efficient planes.  This decision was
      based on then record-high fuel prices.  Oil prices now are
      at a four-year low.  On its present course and by the end
      of 2009, Mr. Tilton will have shrunk United's fleet by 20%.
      This is yet another example that Mr. Tilton and his
      executives didn't learn a major lesson from bankruptcy: You
      cannot shrink to profitability; you must have a strategy for
      growing the company.

    * While United Airlines was losing money, Mr. Tilton
      furloughed pilots and other employees, cutting back on
      service and asking passengers to pay more for less.  Mr.
      Tilton's compensation package was reported at $10.3 million.
      This includes salary, stock grants, options and other added
      extras.  Mr. Tilton's $10.3 million compensation package
      dwarfs that of the CEOs of United?s competitors: American
      Airlines CEO, $4.6 million; Southwest Airlines CEO, $1.3
      million; JetBlue CEO, $514,000.

    * UAL doubled the fee it charges passengers for checking a
      second bag, essentially raising taxes on passengers and
      encouraging them to go elsewhere.

    * United announced in August that it would discontinue
      complimentary meal service in coach on many flights to and
      from Europe as a way to cut costs, only to reverse those
      plans after passengers protested. The reversal was an
      embarrassment to Mr. Tilton and his executives, and it
      displayed how out of touch they are with our passengers.

    * In a clear and stinging rebuke from the pilots and other
      employees, United Airlines' "2008 Employee Survey" showed
      that UAL employees don?t trust, respect or have faith in
      the management of United Airlines.  Only 38% of United
      Airlines expressed "Pride in United," compared with the
      average Fortune 500 Company, where 84% of employees
      express pride in their employer.  Also, 70% of United
      employees said they were dissatisfied with their jobs, 73%
      are looking for new jobs and 77% do not think United is a
      great place to work.

"2008 alone proves that Mr. Tilton's so-called leadership at
United is a failure," said Captain Wallach.  "[Mr.] Tilton's body
of work during his tenure at United Airlines speaks for itself.
It simply is not working.  The pilots recognize it.  The employees
recognize it.  The passengers certainly recognize it.  The
investment community recognizes it.  It's time for the United
Board of Directors to realize it.  United Airlines must free
itself from failed leadership and lack of vision so that it can
become, once again, the airline for which pilots and employees
are proud to work, and on which passengers will want to fly."

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: May Deepen Partnership with Continental Airlines
----------------------------------------------------------
United Air Lines, Inc. may deepen its partnership with
Continental Airlines by linking up on fuel purchasing and
consolidating ticket counters, Joshua Freed of The Associated
Press reports, citing UAL Corp., Chairman and Chief Executive
Officer Glenn Tilton.

Mr. Tilton confirmed to AP that a meeting of top executives from
the Star Alliance is under way discussing cost saving measures
like ground handling, fuel servicing, de-icing, and catering.  He
cited that not all those initiatives may be realized but could
end up saving airlines a significant portion of the money they
would have saved had they merged, the report said.

Mr. Freed disclosed that United and Continental had talks but
results have not been announced.  Assuming a United-Continental
partnership comes through, the report noted that United and
Continental would still compete on domestic U.S. service, and
discussions about cost-saving initiatives would stay away from
anything as close as "bright line of pricing" as Mr. Tilton put
it in the interview.  Jaan Albrecht, Star Alliance chief
executive officer added that Continental would leave the SkyTeam
alliance and join Star Alliance in 2009, reports AP.

Ted Bolema, a former Justice Department anti-trust attorney and
current principal at Anderson Economic told AP that arrangements
as contemplated by the United-Continental partnership may be
legally tricky but the carriers may consult with the DOJ.

Bill Hensel Jr. of the Houston Chronicle confirmed that
Continental and United are discussing how to mesh their frequent
flier programs, purchasing, information technology and even
airport lounge networks and other facilities as stated by Mark
Erwin, Continental senior vice president for corporate
development and alliances to Houston Chronicle.

Although a merger is speculated to be on the works, Bob Mann of
R.W. Mann & Associates, told Houston Chronicle that the ongoing
talks do not constitute a merger but by combining forces where
they can, for the airlines to get some benefits without
experiencing a lot of the disruption that a formal merger can
cause.

Continental has also filed with the government final comments for
an antitrust immunity with United and carriers that belong to
Star Alliance as Continental intends to leave the SkyTeam
Alliance, the Report noted.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter said on Aug. 13, 2008, that Standard
& Poor's Ratings Services took various actions on its ratings on
Continental Airlines Inc. (B/Negative/B-3).  S&P affirmed its 'B'
long-term corporate credit rating, 'B-3' short-term corporate
credit rating, all ratings on unsecured debt and on selected
enhanced equipment trust certificates. S&P  lowered S&P's ratings
on other enhanced equipment trust certificates, particularly those
secured by regional jets, and raised other ratings.  All ratings
were removed from CreditWatch, where they were placed with
negative implications May 22, 2008, as part of an industrywide
review.  The rating outlook is negative.

Continental Airlines, Inc. reported a working capital deficit of
US$202 million, with current assets of US$4.713 billion and
current liabilities of US$4.915 billion.

At Dec. 31, 2007, the Company had a positive working capital of
US$112 million, with US$4.561 billion in current assets and
US$4.449 billion in current liabilities.

As of Sept. 30, 2008, the Company had US$2.9 billion in
unrestricted cash, cash equivalents and short-term investments,
which is US$83 million higher than at Dec. 31, 2007. At Sept. 30,
2008, the Company also had US$164 million of restricted cash, cash
equivalents and short-term investments, which is primarily
collateral for estimated future workers' compensation claims,
credit card processing contracts, letters of credit and
performance bonds. Restricted cash, cash equivalents and short-
term investments at Dec. 31, 2007, totaled US$179 million.
Additionally, the Company held student loan-related auction rate
securities reported as long-term investments at Sept. 30, 2008
with a par value of US$147 million and a fair value of US$130
million.


UAL CORP: To Face Antitrust Charges In New Zealand
--------------------------------------------------
According to Tracy Withers of Bloomberg News, United Air Lines,
Inc., is named in the proceedings commenced by Commerce
Commission, an anti-trust regulatory board in New Zealand,
against certain airlines for alleged participation in a cartel
and unfair increase of prices.

Commerce Commission, in an e-mailed statement to Bloomberg,
stated that airlines "colluded to raise the price of freighting
cargo by imposing fuel surcharges for more than seven years."
The proceedings are assigned in the High Court of Auckland.  The
Commerce Commission report further stated that airlines allegedly
entered into an illegal agreement in 1999 and imposed fuel
surcharges between 2000 and 2006.  Airlines are also believed to
have conspired in fixing prices through imposition of a security
surcharge in line with the U.S. terrorist attacks in 2001,
Bloomberg noted from the Commerce Commission.

Paula Rebstock, chairman of Commerce Commission was quoted by
Bloomberg as saying that the "alleged collusion will have caused
extensive harm to the New Zealand economy and resulted to
increased costs for exporters and importers and higher overall
prices for many consumer goods."

The other airlines being investigated are British Airways Plc,
Cargolux International Airlines SA, Emirates Airline, PT Garuda
Indonesia, Japan Airlines International Ltd., Malaysian Airlines
Systems Bhd., Korean Air Lines Co. and Thai Airways International
Plc.  As other airlines are negotiating with the Commission, an
early resolution may be possible, Bloomberg said.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: To Implement 250 More Job Cuts in January
---------------------------------------------------
United Air Lines, Inc., has warned the Association of Flight
Attendants of 250 more job cuts to be implemented in January
2009, reports Julie Johnsson of the Chicago Tribune.

According to the report, United told the AFA it would "decide
whether it needs the deeper cuts by Jan. 9, after it finalized
its latest flight schedule."

United earlier disclosed it will furlough 1,190 workers as it
reduces flight capacity to cope with the economic downturn.

Tribune said 700 mechanics, 490 customer service representative
and 380 pilots may be laid off based on information announced
internally.  Tribune added that United will close its Seattle
base for Boeing 737 as of March 2009.

In an announcement posted on its Web site, United's AFA confirmed
the additional 250 furlough, adding that, "Our Contract Section
21.A.4. requires all Voluntary Furloughs to be rebid if it is
necessary to extend the specified duration or if there is a
further reduction in personnel."

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

(United Airlines Bankruptcy News, Issue No. 171; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNITED ENERGY: Posts $293,783 Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
United Energy Corp. reported a net loss of $293,783 for the three
months ended September 30, 2008.

"During the past two fiscal years ended March 31, 2008 and 2007,
we have recorded aggregate losses from continuing operations of
$4,313,181 and have incurred total negative cash flows from
operations of $4,027,022 for the same two-year period.  During the
six months ended September 30, 2008, the company experienced a net
loss from operations of $617,458 and a negative cash flow from
operations $415,168," Ronal Wilen, chief executive officer, and
James McKeever, interim chief financial officer, disclosed in
regulatory filing dated November 14, 2008.

"As of September 30, 2008, the company had $354,011 in cash and
cash equivalents, as compared to $858,575 at March 31, 2008.  The
$504,564 decrease in cash and cash equivalents was due to net cash
used in operations of $415,168, net cash used in investing
activities of $88,676 and net cash used in financing activities of
$720. Cash used in investing activities consisted of fixed asset
purchases of $82,267 and patent purchases of $7,294, offset by
employee loans of $885. Cash used in financing activities
consisted of preferred stock dividends of $720."

"As of September 30, 2008 the company's backlog included $74,206
of chemical sales. Backlog represents products that the company's
customers have committed to purchase. The company's backlog is
subject to fluctuations and is not necessarily indicative of
future sales."

According to Mr. Wilen and Mr. McKeever, these matters raise
substantial doubt about the company's ability to continue as a
going concern.

"Our continued existence is dependent upon several factors,
including raising additional capital through equity or debt
financing, increased sales volumes, collection of existing
receivables and the ability to achieve profitability from the sale
of our product lines. In order to increase our cash flow, we are
continuing our efforts to stimulate sales and cut back expenses
not directly supporting our sales and marketing efforts.  There
can be no assurance that we will be successful in stimulating
sales or reducing expenses to levels sufficient to generate cash
flow sufficient to fund our anticipated liquidity requirements.
There also can be no assurance that available financing will be
available, or if available, that such financing will be on terms
acceptable to us."

As of September 30, 2008, the company's balance sheet showed total
assets of $1,279,615, total current liabilities of $515,780, and
total shareholders' equity of $763,835.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?373d

                       About United Energy

United Energy Corp. develops and distributes environmentally
friendly specialty chemical products with applications in several
industries and markets.  Its current line of products includes its
K-Line of Chemical Products for the oil industry and related
products.

Through its wholly owned subsidiary, Green Globe Industries, Inc.,
the company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under its trade name "Qualchem."
Green Globe is a qualified supplier for the U.S. military and has
sales contracts currently in place with no minimum purchase
requirements, which are renewable at the option of the U.S.
Military.


V2K INTERNATIONAL: Auditor Raises Going Concern Doubt
-----------------------------------------------------
Cordovano and Honeck LLP, in Englewood, Colorado, in a letter
dated December 10, 2008, to the Board of Directors and
Shareholders of V2K International, Inc., expressed substantial
doubt about the company's ability to continue as a going concern.
The firm audited the balance sheet of V2K International, Inc., as
of September 30, 2008, and the related statements of operations,
changes in stockholders' deficit and cash flows for the year ended
September 30, 2008.

The firm pointed out that the company has suffered recurring
losses, has a working capital deficit at September 30, 2008, and
has an accumulated deficit of $3,291,434 as of September 30, 2008.
"These conditions raise substantial doubt about its ability to
continue as a going concern."

President Victor J. Yosha disclosed in a regulatory filing that
management recognizes that the company must generate additional
resources to enable it to continue operations.  "Management
intends to raise additional financing through debt financing and
equity financing or through other means that it deems necessary,
with a view to moving forward and sustaining a prolonged growth in
its strategy phases.  However, no assurance can be given that the
company will be successful in raising additional capital.
Further, even if the company raises additional capital, there can
be no assurance that the company will achieve profitability or
positive cash flow.  If management is unable to raise additional
capital and expected significant revenues do not result in
positive cash flow, the company will not be able to meet its
obligations and may have to cease operations."

The company's net loss for the year ended September 30, 2008, was
$986,279, compared with a net loss of $1,014,351 for the year
ended September 30, 2007, a decrease in the net loss of $28,072.

"At September 30, 2008, we had a working capital deficit of
$1,151,926 compared with a deficiency of $366,059 at September 30,
2007.  While our current assets decreased by $210,695, our current
liabilities increased by $575,172.  The most significant decreases
in current assets were with respect to notes receivable, which
decreased by $79,696, and cash, both non-restricted and
restricted, which decreased by a total of $234,528.  The decrease
in cash was due to our operating loss.  The most significant
increases in current liabilities were as a result of an increase
in bridge loan of $731,453, and an increase of $150,000 on the
line of credit.  These increases were partially offset by a
reduction in accounts payable and accrued expenses of $178,453,
$75,206 in note payable-other, and $81,247 in unearned income,"
Mr. Yosha said.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,092,941 and total liabilities of $2,187,770,
resulting in total shareholders' deficit of $1,094,829.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?372d

                      About V2K International

V2K International, Inc. -- through its wholly-owned subsidiaries,
V2K Window Fashions, Inc., V2K Technology, Inc., and V2K
Manufacturing, Inc. -- sells and supports franchises in the
residential and commercial window fashion industry, develops and
licenses proprietary software that allows users to decorate
windows for both residential and commercial customers, and acts as
the primary supplier of soft window treatments to our franchisees
by managing strategic alliances with outside vendors.  Marketing
Source International LLC will endeavor to generate revenues by
acting as a product development and sales agent for overseas
window covering manufacturers.


VINEYARD NATIONAL: Posts $28.6 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
On November 17, 2008, Vineyard National Bancorp (NASDAQ: VNBC),
parent company of Vineyard Bank, N.A., filed its quarterly report
on Form 10-Q with the Securities and Exchange Commission, which
includes, among other things, its results of operations for the
three and nine months ending September 30, 2008.

"We reported a net loss for the three and nine months ended
September 30, 2008 of $28.6 million and $109.8 million,
respectively, compared to net income of $5.5 million and
$17.0 million for the same periods in 2007, respectively. The net
loss for the three and nine months ended September 30, 2008 was
due primarily to $21.4 million and $88.8 million, respectively, in
provision for loan losses principally associated with our land and
tract construction loan portfolios," Chief Executive Officer Glen
C. Terry and Executive Vice President and Chief Financial Officer
Gordon Fong said.

"We have continued our strategy to significantly reduce our loan
production levels and achieved a net contraction of our balance
sheet.  Overall, we have contracted our balance sheet by
$384.5 million, or 15.5%, during the nine months ended September
30, 2008, from $2.5 billion at December 31, 2007, to $2.1 billion
at September 30, 2008."

"At September 30, 2008, we had $1.8 billion in loans, net of
unearned income and $8.4 million of loans held-for-sale.  Loans,
net of unearned income decreased $205.2 million during the first
nine months of 2008 largely as a result of $637.2 million of
payoffs and principal payments and $75.4 million in charge-offs,
offset by $488.2 million of disbursements, primarily on existing
loans.  At September 30, 2008, our gross loan portfolio, excluding
loans held-for-sale was comprised of 45.5% construction and land
loans, 28.2% commercial real estate loans, 10.2% residential real
estate loans, 11.0% commercial loans, and 5.1% consumer loans.
The majority of our loans are originated in our primary market
areas throughout Southern and Northern California.  The loans
held-for-sale at September 30, 2008 consisted of $0.9 million of
tract construction loans and $7.5 million of land loans."

"Total deposits at September 30, 2008 were $1.6 billion, down
$315.0 million from their $1.9 billion level at December 31, 2007.
During the nine months ended September 30, 2008, money market
accounts decreased by $422.6 million while we have increased our
brokered time deposits by $236.4 million.  Our deposit portfolio
at September 30, 2008 was comprised of 77.3% in time certificate
of deposits, including brokered time deposits, 13.9% in savings
deposits (which include money market, NOW, and savings deposits)
and 8.8% in demand deposits."

"We believe substantial doubt exists as to our ability to continue
as a going concern.  We have determined that significant
additional sources of liquidity and capital will be required for
us to continue operations through 2008 and beyond.  We have
previously engaged financial advisors to assist the Company in its
efforts to raise additional capital and explore strategic
alternatives to address our current and expected liquidity and
capital deficiencies.  To date, those efforts have been
unsuccessful.  As a result of our financial condition, our
regulators are continually monitoring our liquidity and capital
adequacy.  Based on their assessment of our ability to continue to
operate in a safe and sound manner, our regulators may take other
and further actions, including assumption of control of the Bank,
to protect the interests of depositors insured by the FDIC.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,098,742,000, total liabilities of $2,096,216, and
total stockholders' equity of $2,526,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?371f

                  About Vineyard National Bancorp

Vineyard National Bancorp is a $2.1 billion bank holding company
headquartered in Corona and the parent company of Vineyard.
Vineyard, also headquartered in Corona, operates through sixteen
full-service banking centers and two regional financial centers in
the counties of Los Angeles, Marin, Monterey, Orange, Riverside,
San Bernardino, San Diego, Santa Clara and Ventura, Calif. The
company's common stock is traded on the NASDAQ Global Market
System under the symbol "VNBC."


WALDEN RESERVE: To Auction 5,835-Acre Property in Tennessee
-----------------------------------------------------------
Walden Reserve, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to authorize the sale of its fee simple
interest in certain real property located in Cumberland County,
Tennessee consisting of approximately 5,835 acres of land, free
and clear of all liens, interests and encumbrances, and approve
the terms and conditions of the auction sale.  Any such liens will
attach to the proceeds of the sale of the assets.

The Debtor tells the Court that it has determined in its business
judgment, in the event that it is not able to file a confirmable
plan, that the sale of the real property is the best method for
satisfying its lenders and generating the highest value for its
assets when considering the time constraints imposed by its
creditors and the Bankruptcy Code.

The real property will be offered in individual tracts,
combinations or as a whole as allowed by state and county planning
and zoning regulations.  Acceptance of any auction bid is subject
to approval by the Debtor and the Court prior to closing.

Pursuant to the Bidding Procedures, the auction sale will be held
no later than March 15, 2009.  Westchester Auctions, who has been
granted the exclusive right to sell the real property, has agreed
to advance certain expenses associated with the cost of the sale,
including the construction of a road to provide better visibility,
and has requested that they retain an 8% buyer's premium and
obtain a lien on the proceeds of sale with a higher priority of
all creditors.

Pursuant to the proposed bidding procedures, 10% of the accepted
bid will be paid as down payment upon execution of an Agreement to
Purchase.  The remainder of the purchase price will be payable in
cash at closing, which will take place within 30 days following
the auction.

                       About Walden Reserve

Based in Overland Park, Kansas, Walden Reserve, LLC, formerly
doing business as Renegade Mountain Partners LLC, is a real estate
developer in the State of Tennessee.  The Debtor filed for chapter
11 protection on May 28, 2008 (D. Kan. Case No. 08-21230).  Colin
N. Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor in its restructuring efforts.  Scott J. Goldstein, Esq., at
Spencer, Fane, Britt & Browne, represents the Committee of
Unsecured Creditors as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$14,637,288 and total debts of $7,085,320.


WATERBROOK PENINSULA: Court Extends DIP Loan for Add'l 30 Days
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved Waterbrook Peninsula LLC's request to extend the existing
postpetition financing of $3,021,000 from National City Bank under
the existing budget by an additional 30 days, through and
including Dec. 30, 2008, without prejudice to such other and
further extension as the Court may grant by separate order.

The terms of the funding would remain the same, except for the 30-
day extension.

The Debtor asserted that the extension is necessary in order to
operate its business, manage its financial affairs and further
advance the construction of certain improvements on real property
toward obtaining a certificate of occupancy.

The Debtor added that it also intends to use the additional time
to reach an agreement with National City Bank about how the case
ought to proceed including, if possible, exit from bankruptcy.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is the
developer of a residential development, "Peninsula on the
Intracoastal," located at 2649 North Federal Highway, Boynton
Beach, Florida.  The company filed for Chapter 11 protection on
June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  Scott A.
Underwood, Esq., and Thomas M. Messana, Esq., at Messana,
Weinstein & Stern, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $10 million to $50 million.


WAVERLY GARDENS: May Employ HTG Consultants as Valuation Expert
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
granted Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra,
LLC, dba Waverly Glen, permission to employ HTG Consultants,
LLC, a licensed appraiser, as their valuation expert.

As the Debtors' valuation expert, HTG will advise the Debtors and
provide, if necessary, expert testimony in connection with issues
in connection with their cases, including the Debtors' motion to
use cash collateral and objections filed by First Tennessee Bank,
N.A. and in connection with valuation issues that may arise in
connection with confirmation of a plan of reorganization.

David S. Passero, a principal at HTG, assured the Court that the
firm does not represent or hold any interest adverse to the
Debtors or their estates, and that it is a "disinterested person"
as defined under Sec. 101(14) of the Bankruptcy Code.

HTG has agreed to undertake the appraisal of the Debtors' real
property and business for a fee of $18,000 plus travel and out of
pocket expense, plus additional compensation at the rate of $300
for expert testimony.

                   About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC --
http://www.waverlygardens.com/-- owns and operates an independent
living facility comprised of 19 interconnected single story
modular structures on an 11.5 acre site.  Kirby Oaks Integra, LLC,
dba. Waverly Glen, owns and operates a 52 unit assisted living
facility, with Alzeheimer's unit.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., at Farris
Bobango Branan PLC, represents the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Waverly Glen filed for protection
from its creditors, it listed assets and debts of between
$1 million and $10 million each.


WILLIAM LYON: Moody's Downgrades Corporate Family Rating to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of William
Lyon Homes, including the company's corporate family rating to
Caa2 from Caa1 and senior notes ratings to Caa3 from Caa2.  The
ratings outlook is negative.

The downgrade and negative outlook reflect Moody's expectation
that the company's cash flow from operations in 2009, in its
strictest sense (i.e., without any boost from tax refunds), is
likely to be only breakeven at best.  In addition, compliance with
the recently relaxed bank covenants could still be challenging if
impairments and other charges continue apace, which is what
Moody's Corporate Finance Group is projecting for 2009, especially
in light of the company's heavy concentration in California and
lesser concentrations in Arizona and Nevada.  Debt leverage, while
expected to come down temporarily from the currently elevated
level of 78.6% as a result of recent and projected near-term debt
repayments, is likely to trend even higher as impairment charges
take their toll.  Furthermore, the company's lot supply, at
greater than seven years, is at the higher end of the industry
average while all six of the company's separate bank credit
facilities expire in various months during 2009.

Going forward, the ratings could come under additional pressure if
the company were to begin generating substantial negative free
cash flow, were to require, but be unable to attain, additional
covenant relief, or were unable to renew more than a token amount
of its current bank credit facility.  The outlook and ratings
could benefit if the company were to begin generating substantial
free cash flow, managed to staunch the operating losses before
impairments, complied with bank covenants handily, and began
reducing debt leverage on a sustained basis.

These ratings were changed:

  -- Corporate Family Rating lowered to Caa2 from Caa1;

  -- Probability of Default Rating lowered to Caa2 from Caa1;

  -- Senior Unsecured Notes, lowered to Caa3 (LGD5, 72%) from Caa2
     (LGD5, 82%).

Moody's most recent announcement concerning the ratings for
William Lyon Homes was on December 3, 2007, at which time Moody's
lowered the company's corporate family rating to Caa1 from B2 and
the ratings on the senior unsecured notes to Caa2 from Caa1.

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues and net income including
charges for the last twelve months ended September 30, 2008 were
$826 million and $(267) million, respectively.


* Fitch Updates Quantitative Insurer Ratings on 8 Life Insurers
---------------------------------------------------------------
Fitch Ratings has updated its Quantitative Insurer Financial
Strength ratings for these eight life insurers, as highlighted at
the end of the release.

  -- Pennsylvania Life Insurance Company;
  -- Destiny Health Insurance Company;
  -- Forethought Life Assurance Company;
  -- Cooperativa De Seguros De Vida Puerto Rico;
  -- Safehealth Life Insurance Company;
  -- First Health Life & Health Insurance Company;
  -- Penn Treaty Network America Insurance Company;
  -- Standard Life Insurance Company of Indiana.

Fitch's rating actions are:

Pennsylvania Life Insurance Company(NAIC Code 67660)

  -- Q-IFS downgraded to 'BBBq' from 'Aq'.

Destiny Health Insurance Company(NAIC Code 89003)

  -- Q-IFS downgraded to 'CCCq' from 'Bq'.

Forethought Life Assurance Company(NAIC Code 79677)

  -- Q-IFS downgraded to 'Bq' from 'BBBq'.

Cooperativa De Seguros De Vida Puerto Rico(NAIC Code 79715)

  -- Q-IFS downgraded to 'BBq' from 'BBBq'.

Safehealth Life Insurance Company(NAIC Code 79014)

  -- Q-IFS, rated 'BBq', is withdrawn.

First Health Life & Health Insurance Company(NAIC Code 90328)

  -- Q-IFS, rated 'BBBq', is withdrawn.

Penn Treaty Network America Insurance Company(NAIC Code 63282)

  -- Q-IFS, rated 'Bq', is withdrawn.

Standard Life Insurance Company of Indiana(NAIC Code 69051)

  -- Q-IFS, rated 'BBBq', is withdrawn.


* S&P Says High-Yield Issuance Ends 2008 on Sour Note
-----------------------------------------------------
Credit quality among U.S. speculative-grade issuers continued to
deteriorate in November and early December, with 131 downgrades to
just 10 upgrades since the end of October, said an article
published by Standard & Poor's.  The article says that negative
bias, the percentage of issuers on CreditWatch negative or with a
negative outlook, has climbed to 37.5%, near a six-year high.
Distressed exchanges have increased in the last few months as
firms attempt to stave off bankruptcy and garner better terms.
There were 11 defaults in November, which pushed the 12-month-
trailing speculative-grade default rate up to 3.15% from 2.86% in
October.  There were eight defaults in the first half of December.

"We expect defaults to continue to rise over the coming months,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  Currently, 15% of the speculative-grade parent
issuers are rated 'B-', and 9% are rated 'CCC+' or lower.  "We
expect that the 12-month-trailing issuer-based high-yield default
rate will rise by September 2009 to 7.6% based on a baseline
scenario or 9.6% based on a pessimistic scenario, which is growing
ever more likely," Ms. Vazza added.

The Standard & Poor's high-yield composite index rose to 1,713
basis points on Dec. 23, 2008, up from 1,590 bps at the end of
November and 1,383 bps at the end of October as investors continue
to shun risky assets in favor of Treasuries.  Much of the recent
move in high-yield bond spreads has stemmed from the unprecedented
drop in Treasury yields and less to do with a decline in high-
yield bond prices.  Indeed, the five-year Treasury yield has
fallen to 1.35% on Dec. 19, down from 2.8% at the end of October.

S&P anticipates that the first quarter of 2009 might hold more of
the same for secondary trading levels and high-yield primary
markets. Ms. Vazza noted that, "Until there is some continued
improvement in investment-grade bond spreads, it would be hard to
expect much of a rally in high-yield.  However, as Treasuries
tighten to such low levels, portfolio managers could tiptoe into
riskier assets in the first quarter of the year.  For primary
markets, S&P expects that high-yield issuance will remain limited,
as high funding costs and limited investor demand will keep firms
on the sidelines."


* Treasury Releases Guidelines for Targeted Investment Program
--------------------------------------------------------------
The United States Department of the Treasury released on January
2, 2009, the program description for the Targeted Investment
Program under which the Citigroup investment that was announced on
Nov. 23 was made.  The program description is required by Section
101(d) of the Emergency Economic Stabilization Act.  Other EESA
program descriptions are posted at:

   http://www.treasury.gov/initiatives/eesa/program-descriptions/

American Bankruptcy Institute notes that Treasury gave itself wide
latitude in aiding U.S. automakers under the formal guidelines for
its bailout of the industry.

            Guidelines for Targeted Investment Program

Treasury will determine eligibility of participants and allocation
of resources under the Emergency Economic Stabilization Act
pursuant to the Targeted Investment Program.  Financial
Institutions (as defined in EESA) will be considered for
participation in the Targeted Investment Program on a case-by-case
basis.  There is no deadline for participation in this program.

                          Justification

The program's objective is to foster financial market stability
and thereby to strengthen the economy and protect American jobs,
savings, and retirement security.  Treasury noted that in an
environment of high volatility and severe financial market
strains, the loss of confidence in a financial institution could
result in significant market disruptions that threaten the
financial strength of similarly situated financial institutions
and thus impair broader financial markets and pose a threat to the
overall economy.  The resulting financial strains could threaten
the viability of otherwise financially sound businesses,
institutions, and municipalities, resulting in adverse spillovers
on employment, output, and incomes.

                    Eligibility Considerations

In determining whether an institution is eligible for
participation, Treasury may consider, among other things:

   1. The extent to which destabilization of the institution
      could threaten the viability of creditors and
      counterparties exposed to the institution, whether directly
      or indirectly;

   2. The extent to which an institution is at risk of a loss of
      confidence and the degree to which that stress is caused
      by a distressed or illiquid portfolio of assets;

   3. The number and size of financial institutions that are
      similarly situated, or that would be likely to be affected
      by destabilization of the institution being considered for
      the program;

   4. Whether the institution is sufficiently important to the
      nation's financial and economic system that a loss of
      confidence in the firm's financial position could
      potentially cause major disruptions to credit markets or
      payments and settlement systems, destabilize asset prices,
      significantly increase uncertainty, or lead to similar
      losses of confidence or financial market stability that
      could materially weaken overall economic performance; and

   5. The extent to which the institution has access to
      alternative sources of capital and liquidity, whether
      from the private sector or from other sources of
      government funds.

In making these judgments, Treasury will obtain and consider
information from a variety of sources, and will take into account
recommendations received from the institution's primary regulator,
if applicable, or from other regulatory bodies and private parties
that could provide insight into the potential consequences if
confidence in a particular institution deteriorated.

        Form, Terms, and Conditions of Treasury Investment

Treasury will determine the form, terms, and conditions of any
investment made pursuant to this program on a case-by-case basis
in accordance with the considerations mandated in EESA.  Treasury
may invest in any financial instrument, including debt, equity, or
warrants, that the Secretary of the Treasury determines to be a
troubled asset, after consultation with the Chairman of the Board
of Governors of the Federal Reserve System and notice to Congress.
Treasury will require any institution participating in this
program to provide Treasury with warrants or alternative
consideration, as necessary, to minimize the long-term costs and
maximize the benefits to the taxpayers in accordance with EESA.
Treasury will also require any institution participating in the
program to adhere to rigorous executive compensation standards.
In addition, Treasury will consider other measures, including
limitations on the institution's expenditures, or other corporate
governance requirements, to protect the taxpayers' interests.

These program guidelines are being published in accordance with
the requirements of Section 101(d) of EESA.


* BOND PRICING: For the Week of Dec. 29 - Jan. 2, 2009
------------------------------------------------------
Company                Coupon      Maturity     Bid Price
-------                ------      --------     ---------
ABITIBI-CONS FIN         7.88%     8/1/2009         65.88
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         58.95
ALABAMA POWER            5.50%    10/1/2042         48.88
ALERIS INTL INC         10.00%   12/15/2016         16.50
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         78.50
AMER GENL FIN            4.00%    3/15/2011         47.00
AMER GENL FIN            4.63%    5/15/2009         85.00
AMER GENL FIN            4.63%     9/1/2010         60.46
AMER GENL FIN            4.88%    5/15/2010         52.00
AMER GENL FIN            5.63%    8/17/2011         52.00
AMES TRUE TEMPER        10.00%    7/15/2012         38.00
AMR CORP                 4.50%    2/15/2024         98.00
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         11.75
ARCO CHEMICAL CO        10.25%    11/1/2010         14.00
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
ATLANTIC MUTUAL          8.15%    2/15/2028         17.25
AVENTINE RENEW          10.00%     4/1/2017         18.50
AVIS BUDGET CAR          7.63%    5/15/2014         30.90
BALLY TOTAL FITN        14.00%    10/1/2013          1.00
BANK NEW ENGLAND         8.75%     4/1/1999          5.13
BANK NEW ENGLAND         9.88%    9/15/1999          4.13
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
BLOCKBUSTER INC          9.00%     9/1/2012         50.80
BOISE CASCADE CO         7.35%     2/1/2016         22.00
BON-TON DEPT STR        10.25%    3/15/2014         14.25
BON-TON DEPT STR        10.25%    3/15/2014         10.50
BORDEN INC               8.38%    4/15/2016          8.30
BORDEN INC               9.20%    3/15/2021          5.00
BOWATER INC              6.50%    6/15/2013          7.00
BOWATER INC              9.00%     8/1/2009         29.02
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         26.50
BRUNSWICK CORP           5.00%     6/1/2011         60.04
BUFFETS INC             12.50%    11/1/2014          0.26
BURLINGTON COAT         11.13%    4/15/2014         27.00
CALLON PETROLEUM         9.75%    12/8/2010         52.25
CAPITALSOURCE            1.63%    3/15/2034         94.00
CAPMARK FINL GRP         5.88%    5/10/2012         34.50
CAPMARK FINL GRP         6.30%    5/10/2017         30.23
CARAUSTAR INDS           7.25%     5/1/2010         48.50
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          4.13
CCH I LLC               10.00%    5/15/2014         26.63
CCH I LLC               11.13%    1/15/2014          6.38
CCH I/CCH I CP          11.00%    10/1/2015         20.00
CCH I/CCH I CP          11.00%    10/1/2015         16.00
CCH I/CCH I CP          11.00%    10/1/2015         30.13
CCH I/CCH I CP          11.00%    10/1/2015         30.13
CCH II/CCH II CP        10.25%    1/15/2010         41.38
CCH II/CCH II CP        10.25%    9/15/2010         49.00
CCH II/CCH II CP        10.25%    9/15/2010         40.00
CCH II/CCH II CP        10.25%    10/1/2013         32.75
CCH II/CCH II CP        10.25%    10/1/2013         38.00
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         82.88
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         12.48
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         18.00
CHARTER COMM INC         6.50%    10/1/2027          1.62
CHENIERE ENERGY          2.25%     8/1/2012         16.00
CIRCUS CIRCUS            7.63%    7/15/2013         38.45
CITADEL BROADCAS         4.00%    2/15/2011         49.00
CLAIRE'S STORES          9.25%     6/1/2015         20.50
CLAIRE'S STORES         10.50%     6/1/2017         14.10
CLEAR CHANNEL            4.25%    5/15/2009         85.00
CLEAR CHANNEL            4.40%    5/15/2011         27.13
CLEAR CHANNEL            4.50%    1/15/2010         56.00
CLEAR CHANNEL            4.90%    5/15/2015         13.40
CLEAR CHANNEL            5.00%    3/15/2012         18.00
CLEAR CHANNEL            5.50%    9/15/2014         13.00
CLEAR CHANNEL            5.50%   12/15/2016         11.50
CLEAR CHANNEL            5.75%    1/15/2013         16.42
CLEAR CHANNEL            6.25%    3/15/2011         31.48
CLEAR CHANNEL            6.88%    6/15/2018         11.00
CLEAR CHANNEL            7.25%   10/15/2027         17.37
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         27.00
COEUR D'ALENE            3.25%    3/15/2028         32.38
COMPUCREDIT              3.63%    5/30/2025         28.25
CONEXANT SYSTEMS         4.00%     3/1/2026         45.00
CONSTAR INTL            11.00%    12/1/2012          4.00
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         19.25
DAYTON SUPERIOR         13.00%    6/15/2009        100.50
DECODE GENETICS          3.50%    4/15/2011          1.00
DELPHI CORP              6.50%    8/15/2013          1.50
DELPHI CORP              8.25%   10/15/2033          0.00
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         43.62
DEX MEDIA INC            8.00%   11/15/2013         17.95
DEX MEDIA WEST           8.50%    8/15/2010         63.81
DEX MEDIA WEST           8.50%    8/15/2010         63.38
DEX MEDIA WEST           9.88%    8/15/2013         24.00
DOLE FOODS CO            8.63%     5/1/2009         98.76
DOLLAR GENERAL           8.63%    6/15/2010         54.88
DR HORTON                5.00%    1/15/2009         99.00
DUANE READE INC          9.75%     8/1/2011         49.50
DUNE ENERGY INC         10.50%     6/1/2012         31.00
DVI INC                  9.88%     2/1/2004          8.88
ENERGY PARTNERS          8.75%     8/1/2010         66.50
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
EOP OPERATING LP         7.00%    7/15/2011         30.07
EPIX MEDICAL INC         3.00%    6/15/2024         30.25
EQUISTAR CHEMICA         7.55%    2/15/2026          5.04
FGIC CORP                6.00%    1/15/2034         10.50
FIBERTOWER CORP          9.00%   11/15/2012         22.13
FINLAY FINE JWLY         8.38%     6/1/2012          6.00
FIRST DATA CORP          4.50%    6/15/2010         65.17
FLOTEK INDS              5.25%    2/15/2028         26.40
FONTAINEBLEAU LA        11.00%    6/15/2015         10.13
FORD HOLDINGS            9.30%     3/1/2030         27.00
FORD MOTOR CO            7.40%    11/1/2046         27.95
FORD MOTOR CO            7.75%    6/15/2043         29.12
FORD MOTOR CO            8.88%    1/15/2022         27.80
FORD MOTOR CO            9.22%    9/15/2021         23.12
FORD MOTOR CO            9.50%    9/15/2011         43.00
FORD MOTOR CO            9.95%    2/15/2032         27.48
FORD MOTOR CO            9.98%    2/15/2047         24.88
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%    3/20/2009         80.57
FORD MOTOR CRED          4.60%    1/20/2009         97.69
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         76.00
FORD MOTOR CRED          5.00%    8/20/2009         77.50
FORD MOTOR CRED          5.00%    8/20/2009         75.89
FORD MOTOR CRED          5.00%    9/21/2009         78.00
FORD MOTOR CRED          5.00%    9/21/2009         72.33
FORD MOTOR CRED          5.00%    1/20/2011         23.26
FORD MOTOR CRED          5.00%    2/22/2011         30.86
FORD MOTOR CRED          5.10%    7/20/2009         53.87
FORD MOTOR CRED          5.10%    8/20/2009         77.75
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         67.07
FORD MOTOR CRED          5.15%   11/20/2009         71.10
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         82.31
FORD MOTOR CRED          5.25%   12/21/2009         58.00
FORD MOTOR CRED          5.25%    1/20/2010         64.00
FORD MOTOR CRED          5.25%    2/22/2011         35.27
FORD MOTOR CRED          5.25%    3/21/2011         38.00
FORD MOTOR CRED          5.25%    3/21/2011         52.00
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         78.62
FORD MOTOR CRED          5.35%   12/21/2009         60.00
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%    1/20/2011         56.39
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         80.50
FORD MOTOR CRED          5.50%    1/20/2010         41.15
FORD MOTOR CRED          5.50%    2/22/2010         66.72
FORD MOTOR CRED          5.50%    2/22/2010         40.66
FORD MOTOR CRED          5.50%    2/22/2010         59.17
FORD MOTOR CRED          5.50%    4/20/2011         23.80
FORD MOTOR CRED          5.50%    9/20/2011         32.50
FORD MOTOR CRED          5.50%   10/20/2011         40.73
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         44.63
FORD MOTOR CRED          5.60%    9/20/2011         43.25
FORD MOTOR CRED          5.60%   11/21/2011         18.38
FORD MOTOR CRED          5.60%   11/21/2011         41.00
FORD MOTOR CRED          5.65%   12/20/2010         45.00
FORD MOTOR CRED          5.65%    5/20/2011         25.00
FORD MOTOR CRED          5.65%    7/20/2011         46.91
FORD MOTOR CRED          5.65%   11/21/2011         26.42
FORD MOTOR CRED          5.65%   11/21/2011         30.50
FORD MOTOR CRED          5.70%    3/22/2010         61.35
FORD MOTOR CRED          5.70%    5/20/2011         36.23
FORD MOTOR CRED          5.70%   12/20/2011         38.00
FORD MOTOR CRED          5.75%    1/20/2010         66.83
FORD MOTOR CRED          5.75%    3/22/2010         61.86
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         43.55
FORD MOTOR CRED          5.75%   12/20/2011         37.07
FORD MOTOR CRED          5.75%    2/21/2012         32.00
FORD MOTOR CRED          5.80%    1/12/2009         98.75
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         50.00
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         46.00
FORD MOTOR CRED          6.00%    6/21/2010         43.04
FORD MOTOR CRED          6.00%   10/20/2010         28.50
FORD MOTOR CRED          6.00%   10/20/2010         43.00
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%    3/20/2014         24.26
FORD MOTOR CRED          6.00%   11/20/2014         24.75
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%    2/20/2014         26.50
FORD MOTOR CRED          6.05%   12/22/2014         26.25
FORD MOTOR CRED          6.05%   12/22/2014         26.00
FORD MOTOR CRED          6.05%    2/20/2015         22.50
FORD MOTOR CRED          6.10%    6/20/2011         32.00
FORD MOTOR CRED          6.10%    2/20/2015         23.08
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          6.20%    5/20/2011         34.00
FORD MOTOR CRED          6.20%    6/20/2011         44.70
FORD MOTOR CRED          6.20%    4/21/2014         19.27
FORD MOTOR CRED          6.20%    3/20/2015         23.28
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%    1/20/2015         26.33
FORD MOTOR CRED          6.30%    3/22/2010         45.78
FORD MOTOR CRED          6.30%    5/20/2010         60.00
FORD MOTOR CRED          6.30%    5/20/2014         27.01
FORD MOTOR CRED          6.35%    9/20/2010         46.23
FORD MOTOR CRED          6.35%    9/20/2010         39.00
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%    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          6.65%   10/21/2013         27.32
FORD MOTOR CRED          6.65%    6/20/2014         15.33
FORD MOTOR CRED          6.75%   10/21/2013         32.24
FORD MOTOR CRED          6.75%    6/20/2014         17.50
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%    5/20/2014         24.75
FORD MOTOR CRED          6.85%    6/20/2014         27.00
FORD MOTOR CRED          6.95%    4/20/2010         57.13
FORD MOTOR CRED          6.95%    5/20/2014         25.32
FORD MOTOR CRED          7.00%    7/20/2010         58.65
FORD MOTOR CRED          7.00%    8/15/2012         36.00
FORD MOTOR CRED          7.05%    9/20/2013         28.40
FORD MOTOR CRED          7.10%    9/20/2010         39.00
FORD MOTOR CRED          7.15%    8/20/2010         53.00
FORD MOTOR CRED          7.15%    8/20/2010         52.00
FORD MOTOR CRED          7.25%    3/22/2010         45.00
FORD MOTOR CRED          7.38%   10/28/2009         85.72
FORD MOTOR CRED          7.40%    8/21/2017         20.76
FREESCALE SEMICO        10.13%   12/15/2016         43.01
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         15.54
GENERAL MOTORS           7.13%    7/15/2013         23.95
GENERAL MOTORS           7.20%    1/15/2011         25.03
GENERAL MOTORS           7.38%    5/23/2048         16.97
GENERAL MOTORS           7.40%     9/1/2025         19.00
GENERAL MOTORS           7.70%    4/15/2016         20.04
GENERAL MOTORS           8.10%    6/15/2024         17.50
GENERAL MOTORS           8.25%    7/15/2023         20.00
GENERAL MOTORS           8.38%    7/15/2033         20.95
GENERAL MOTORS           8.80%     3/1/2021         18.75
GENERAL MOTORS           9.40%    7/15/2021         16.00
GENERAL MOTORS           9.45%    11/1/2011         13.38
GENWORTH FINL            6.15%   11/15/2066          9.00
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         30.25
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          9.59
GMAC LLC                 4.50%    4/15/2009         91.50
GMAC LLC                 4.60%    4/15/2009         89.72
GMAC LLC                 4.70%    5/15/2009         89.23
GMAC LLC                 4.85%    5/15/2009         95.00
GMAC LLC                 4.90%   10/15/2009         72.00
GMAC LLC                 4.90%   10/15/2009         39.15
GMAC LLC                 5.00%    8/15/2009         81.00
GMAC LLC                 5.10%    7/15/2009         72.00
GMAC LLC                 5.25%    5/15/2009         92.00
GMAC LLC                 5.25%    6/15/2009         87.41
GMAC LLC                 5.25%    7/15/2009         37.00
GMAC LLC                 5.25%    8/15/2009         82.50
GMAC LLC                 5.25%   11/15/2009         66.18
GMAC LLC                 5.25%    1/15/2014         20.05
GMAC LLC                 5.35%    6/15/2009         87.76
GMAC LLC                 5.40%    5/15/2009         85.50
GMAC LLC                 5.40%    6/15/2009         85.56
GMAC LLC                 5.40%   12/15/2009         75.12
GMAC LLC                 5.50%    6/15/2009         90.11
GMAC LLC                 5.50%    1/15/2010         51.00
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%    1/15/2009         98.05
GMAC LLC                 5.75%    1/15/2010         70.10
GMAC LLC                 5.75%    1/15/2014         14.50
GMAC LLC                 5.85%    2/15/2010         29.86
GMAC LLC                 5.85%    6/15/2013         12.00
GMAC LLC                 5.85%    6/15/2013         11.44
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         70.50
GMAC LLC                 6.00%   12/15/2011         76.13
GMAC LLC                 6.00%    9/15/2019         45.00
GMAC LLC                 6.00%    9/15/2019         38.00
GMAC LLC                 6.05%    8/15/2019         11.68
GMAC LLC                 6.05%   10/15/2019         31.00
GMAC LLC                 6.10%    4/15/2009         92.00
GMAC LLC                 6.10%    4/15/2009         98.67
GMAC LLC                 6.10%   11/15/2013         41.80
GMAC LLC                 6.10%    9/15/2019         33.46
GMAC LLC                 6.15%    4/15/2009         92.44
GMAC LLC                 6.15%    3/15/2010         69.25
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         39.23
GMAC LLC                 6.15%    8/15/2019         36.08
GMAC LLC                 6.15%    9/15/2019         11.00
GMAC LLC                 6.15%   10/15/2019         43.50
GMAC LLC                 6.25%    5/15/2009         89.67
GMAC LLC                 6.25%    6/15/2009         87.51
GMAC LLC                 6.25%    7/15/2013         20.87
GMAC LLC                 6.25%   10/15/2013         14.05
GMAC LLC                 6.25%    7/15/2019         11.26
GMAC LLC                 6.30%   10/15/2013         14.00
GMAC LLC                 6.30%    8/15/2019         31.94
GMAC LLC                 6.35%    7/15/2019         34.00
GMAC LLC                 6.35%    7/15/2019         12.50
GMAC LLC                 6.38%    6/15/2010         14.86
GMAC LLC                 6.38%    1/15/2014         26.71
GMAC LLC                 6.40%   11/15/2019         36.92
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         77.18
GMAC LLC                 6.50%    3/15/2010         67.48
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         36.26
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         45.00
GMAC LLC                 6.50%   11/15/2018         14.50
GMAC LLC                 6.55%   12/15/2019         45.00
GMAC LLC                 6.55%   12/15/2019         45.00
GMAC LLC                 6.60%    6/15/2019         10.87
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%    5/15/2014         10.91
GMAC LLC                 6.70%    5/15/2014         28.50
GMAC LLC                 6.75%    9/15/2011         46.13
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         64.00
GMAC LLC                 6.75%    3/15/2018         10.60
GMAC LLC                 6.75%   11/15/2018         12.91
GMAC LLC                 6.75%    6/15/2019         39.25
GMAC LLC                 6.75%    6/15/2019         26.87
GMAC LLC                 6.80%    7/15/2009         74.17
GMAC LLC                 6.80%   11/15/2009         35.00
GMAC LLC                 6.80%   12/15/2009         20.89
GMAC LLC                 6.85%    7/15/2009         80.00
GMAC LLC                 6.85%   10/15/2009         80.25
GMAC LLC                 6.90%    6/15/2017         28.22
GMAC LLC                 6.95%    6/15/2017         36.14
GMAC LLC                 7.00%    8/15/2009         78.09
GMAC LLC                 7.00%    9/15/2009         38.00
GMAC LLC                 7.00%   10/15/2009         68.05
GMAC LLC                 7.00%   10/15/2009         42.00
GMAC LLC                 7.00%   11/15/2009         67.77
GMAC LLC                 7.00%   11/15/2009         67.03
GMAC LLC                 7.00%    1/15/2010         50.53
GMAC LLC                 7.00%    3/15/2010         54.90
GMAC LLC                 7.00%   10/15/2012         27.00
GMAC LLC                 7.00%    2/15/2018         10.61
GMAC LLC                 7.13%    8/15/2009         77.00
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         66.75
GMAC LLC                 7.25%    9/15/2017         37.00
GMAC LLC                 7.55%    8/15/2010         30.00
GMAC LLC                 7.70%    8/15/2010         54.50
GMAC LLC                 7.70%    8/15/2010         35.00
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         59.90
GMAC LLC                 8.00%    6/15/2010         60.35
GMAC LLC                 8.00%    7/15/2010         63.49
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         66.97
GMAC LLC                 8.13%    9/15/2009         82.30
GMAC LLC                 8.20%    7/15/2010         60.00
GMAC LLC                 8.25%    9/15/2012         20.27
GMAC LLC                 8.40%    4/15/2010         55.00
GMAC LLC                 8.40%    8/15/2015         15.10
GMAC LLC                 8.40%    8/15/2015         25.10
GMAC LLC                 8.50%    5/15/2010         69.00
GMAC LLC                 8.50%   10/15/2010         54.35
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         65.00
GMAC LLC                 9.00%    7/15/2020         27.00
GRAPHIC PACKAGE          8.63%    2/15/2012         37.63
HAIGHTS CROSS OP        11.75%    8/15/2011         34.25
HARRAHS OPER CO          5.38%   12/15/2013         24.45
HARRAHS OPER CO          5.50%     7/1/2010         63.00
HARRAHS OPER CO          5.63%     6/1/2015         18.00
HARRAHS OPER CO          5.75%    10/1/2017         14.00
HARRAHS OPER CO          6.50%     6/1/2016         13.25
HARRAHS OPER CO          7.50%    1/15/2009         98.93
HARRAHS OPER CO          8.00%     2/1/2011         36.00
HARRAHS OPER CO         10.75%     2/1/2016         27.88
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         26.01
HEADWATERS INC           2.88%     6/1/2016         47.55
HERTZ CORP               6.35%    6/15/2010         69.00
HERTZ CORP               7.40%     3/1/2011         42.00
HERTZ CORP               7.63%     6/1/2012         44.00
HERTZ CORP               9.00%    11/1/2009        100.00
HEXION US/NOVA           9.75%   11/15/2014         22.00
HILTON HOTELS            7.50%   12/15/2017         11.02
HINES NURSERIES         10.25%    10/1/2011         27.10
HUMAN GENOME             2.25%   10/15/2011         31.00
HUMAN GENOME             2.25%    8/15/2012         24.94
HUTCHINSON TECH          3.25%    1/15/2026         27.50
IDEARC INC               8.00%   11/15/2016          7.75
IDEARC INC               8.00%   11/15/2016          8.75
INDALEX HOLD            11.50%     2/1/2014         10.88
INN OF THE MOUNT        12.00%   11/15/2010         39.63
INTCOMEX INC            11.75%    1/15/2011         47.75
INTL LEASE FIN           6.38%    3/15/2009         98.99
ISOLAGEN INC             3.50%    11/1/2024         15.00
ISTAR FINANCIAL          4.88%    1/15/2009         97.00
ISTAR FINANCIAL          5.13%     4/1/2011         41.95
ISTAR FINANCIAL          5.13%     4/1/2011         38.50
ISTAR FINANCIAL          5.15%     3/1/2012         39.00
ISTAR FINANCIAL          5.38%    4/15/2010         58.70
ISTAR FINANCIAL          5.50%    6/15/2012         32.00
ISTAR FINANCIAL          5.65%    9/15/2011         36.70
ISTAR FINANCIAL          5.80%    3/15/2011         31.00
ISTAR FINANCIAL          5.95%   10/15/2013         23.40
ISTAR FINANCIAL          6.00%   12/15/2010         49.00
ISTAR FINANCIAL          6.50%   12/15/2013         29.50
ISTAR FINANCIAL          8.63%     6/1/2013         37.25
JAZZ TECHNOLOGIE         8.00%   12/31/2011         20.06
JEFFERSON SMURFI         7.50%     6/1/2013         18.06
JEFFERSON SMURFI         8.25%    10/1/2012         20.88
K HOVNANIAN ENTR         6.25%    1/15/2015         24.94
K HOVNANIAN ENTR         6.38%   12/15/2014         27.25
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         21.00
K HOVNANIAN ENTR         8.00%     4/1/2012         28.88
K HOVNANIAN ENTR         8.63%    1/15/2017         25.06
K HOVNANIAN ENTR         8.88%     4/1/2012         30.20
KAR HOLDINGS            10.00%     5/1/2015         31.00
KELLWOOD CO              7.63%   10/15/2017         10.00
KELLWOOD CO              7.88%    7/15/2009         45.00
KEMET CORP               2.25%   11/15/2026         18.50
KEYSTONE AUTO OP         9.75%    11/1/2013         38.50
KNIGHT RIDDER            4.63%    11/1/2014         15.13
KNIGHT RIDDER            5.75%     9/1/2017         12.00
KNIGHT RIDDER            6.88%    3/15/2029         12.50
KNIGHT RIDDER            7.13%     6/1/2011         22.88
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         39.00
LEHMAN BROS HLDG         3.95%   11/10/2009          8.00
LEHMAN BROS HLDG         4.00%     8/3/2009          6.00
LEHMAN BROS HLDG         4.00%    4/16/2019          2.00
LEHMAN BROS HLDG         4.25%    1/27/2010          8.50
LEHMAN BROS HLDG         4.38%   11/30/2010          7.75
LEHMAN BROS HLDG         4.50%    7/26/2010          6.77
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          2.00
LEHMAN BROS HLDG         4.80%    3/13/2014          9.43
LEHMAN BROS HLDG         4.80%    6/24/2023          1.11
LEHMAN BROS HLDG         5.00%    1/14/2011          5.87
LEHMAN BROS HLDG         5.00%    1/22/2013          3.38
LEHMAN BROS HLDG         5.00%    2/11/2013          4.56
LEHMAN BROS HLDG         5.00%    3/27/2013          2.00
LEHMAN BROS HLDG         5.00%    6/26/2015          4.25
LEHMAN BROS HLDG         5.00%     8/5/2015          4.50
LEHMAN BROS HLDG         5.00%   12/18/2015          3.25
LEHMAN BROS HLDG         5.00%    5/28/2023          4.00
LEHMAN BROS HLDG         5.00%    5/30/2023          2.06
LEHMAN BROS HLDG         5.00%    6/10/2023          1.44
LEHMAN BROS HLDG         5.00%    6/17/2023          1.67
LEHMAN BROS HLDG         5.10%    1/28/2013          1.89
LEHMAN BROS HLDG         5.10%    2/15/2020          2.02
LEHMAN BROS HLDG         5.20%    5/13/2020          1.14
LEHMAN BROS HLDG         5.25%     2/6/2012         10.00
LEHMAN BROS HLDG         5.25%    2/11/2015          2.22
LEHMAN BROS HLDG         5.25%     3/8/2020          1.67
LEHMAN BROS HLDG         5.25%    5/20/2023          1.34
LEHMAN BROS HLDG         5.35%    2/25/2018          1.81
LEHMAN BROS HLDG         5.35%    3/13/2020          4.56
LEHMAN BROS HLDG         5.35%    6/14/2030          1.11
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          2.22
LEHMAN BROS HLDG         5.45%    3/15/2025          2.33
LEHMAN BROS HLDG         5.45%     4/6/2029          2.00
LEHMAN BROS HLDG         5.45%    2/22/2030          2.08
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          8.25
LEHMAN BROS HLDG         5.50%     2/4/2018          2.33
LEHMAN BROS HLDG         5.50%    2/19/2018          4.50
LEHMAN BROS HLDG         5.50%    11/4/2018          1.02
LEHMAN BROS HLDG         5.50%    2/27/2020          1.00
LEHMAN BROS HLDG         5.50%    8/19/2020          1.10
LEHMAN BROS HLDG         5.50%    3/14/2023          2.85
LEHMAN BROS HLDG         5.50%     4/8/2023          5.00
LEHMAN BROS HLDG         5.50%    4/15/2023          2.78
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          1.68
LEHMAN BROS HLDG         5.50%    1/27/2029          8.00
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          1.00
LEHMAN BROS HLDG         5.55%     3/9/2029          3.18
LEHMAN BROS HLDG         5.55%    1/25/2030          3.21
LEHMAN BROS HLDG         5.55%    9/27/2030          2.05
LEHMAN BROS HLDG         5.55%   12/31/2034          3.50
LEHMAN BROS HLDG         5.60%    1/22/2018          3.44
LEHMAN BROS HLDG         5.60%    9/23/2023         10.00
LEHMAN BROS HLDG         5.60%    2/17/2029          3.00
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          1.85
LEHMAN BROS HLDG         5.60%     5/3/2030          1.35
LEHMAN BROS HLDG         5.63%    1/24/2013         10.00
LEHMAN BROS HLDG         5.63%    3/15/2030          3.15
LEHMAN BROS HLDG         5.65%   11/23/2029          2.67
LEHMAN BROS HLDG         5.65%    8/16/2030          1.05
LEHMAN BROS HLDG         5.65%   12/31/2034          1.50
LEHMAN BROS HLDG         5.70%    1/28/2018          2.40
LEHMAN BROS HLDG         5.70%    2/10/2029          1.56
LEHMAN BROS HLDG         5.70%    4/13/2029          2.22
LEHMAN BROS HLDG         5.70%     9/7/2029          4.50
LEHMAN BROS HLDG         5.70%   12/14/2029          1.64
LEHMAN BROS HLDG         5.75%    4/25/2011          7.50
LEHMAN BROS HLDG         5.75%    7/18/2011          8.25
LEHMAN BROS HLDG         5.75%    5/17/2013          7.00
LEHMAN BROS HLDG         5.75%    3/27/2023          3.90
LEHMAN BROS HLDG         5.75%   10/15/2023          2.13
LEHMAN BROS HLDG         5.75%   10/21/2023          2.25
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          4.35
LEHMAN BROS HLDG         5.75%   12/23/2028          2.83
LEHMAN BROS HLDG         5.75%    8/24/2029          1.40
LEHMAN BROS HLDG         5.75%    9/14/2029          3.00
LEHMAN BROS HLDG         5.75%   10/12/2029          2.00
LEHMAN BROS HLDG         5.75%    3/29/2030          3.00
LEHMAN BROS HLDG         5.80%     9/3/2020          2.57
LEHMAN BROS HLDG         5.80%   10/25/2030          2.50
LEHMAN BROS HLDG         5.85%    11/8/2030          3.58
LEHMAN BROS HLDG         5.88%   11/15/2017          8.00
LEHMAN BROS HLDG         5.90%     5/4/2029          2.22
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          9.25
LEHMAN BROS HLDG         6.00%    1/22/2020          2.00
LEHMAN BROS HLDG         6.00%    2/12/2020          2.18
LEHMAN BROS HLDG         6.00%    1/29/2021          2.06
LEHMAN BROS HLDG         6.00%   10/23/2028          2.37
LEHMAN BROS HLDG         6.00%   11/18/2028          2.44
LEHMAN BROS HLDG         6.00%    5/11/2029          3.18
LEHMAN BROS HLDG         6.00%    7/20/2029          2.22
LEHMAN BROS HLDG         6.00%    4/30/2034          3.25
LEHMAN BROS HLDG         6.00%    7/30/2034          1.67
LEHMAN BROS HLDG         6.00%    2/21/2036          1.44
LEHMAN BROS HLDG         6.00%    2/24/2036          1.55
LEHMAN BROS HLDG         6.00%    2/12/2037          4.00
LEHMAN BROS HLDG         6.05%    6/29/2029          1.12
LEHMAN BROS HLDG         6.10%    8/12/2023          5.75
LEHMAN BROS HLDG         6.15%    4/11/2031          3.43
LEHMAN BROS HLDG         6.20%    9/26/2014         11.00
LEHMAN BROS HLDG         6.20%    6/15/2027          4.16
LEHMAN BROS HLDG         6.20%    5/25/2029          2.38
LEHMAN BROS HLDG         6.25%     2/5/2021          2.50
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          5.50
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          1.50
LEHMAN BROS HLDG         6.50%    9/20/2027          4.00
LEHMAN BROS HLDG         6.50%   10/18/2027          2.75
LEHMAN BROS HLDG         6.50%   10/25/2027          1.00
LEHMAN BROS HLDG         6.50%   11/15/2032          7.06
LEHMAN BROS HLDG         6.50%    1/17/2033          2.89
LEHMAN BROS HLDG         6.50%   12/22/2036          8.75
LEHMAN BROS HLDG         6.50%    2/13/2037          2.00
LEHMAN BROS HLDG         6.50%    6/21/2037          2.22
LEHMAN BROS HLDG         6.50%    7/13/2037          5.50
LEHMAN BROS HLDG         6.60%    10/3/2022          4.00
LEHMAN BROS HLDG         6.60%    6/18/2027          6.00
LEHMAN BROS HLDG         6.63%    1/18/2012          6.50
LEHMAN BROS HLDG         6.63%    7/27/2027          3.50
LEHMAN BROS HLDG         6.75%   12/28/2017          1.00
LEHMAN BROS HLDG         6.75%     7/1/2022          2.46
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          3.18
LEHMAN BROS HLDG         6.80%     9/7/2032          3.00
LEHMAN BROS HLDG         6.85%    8/16/2032          2.24
LEHMAN BROS HLDG         6.85%    8/23/2032          1.90
LEHMAN BROS HLDG         6.88%     5/2/2018          9.55
LEHMAN BROS HLDG         6.88%    7/17/2037          1.00
LEHMAN BROS HLDG         6.90%     9/1/2032          2.80
LEHMAN BROS HLDG         6.90%    6/20/2036          7.50
LEHMAN BROS HLDG         7.00%    5/12/2023          2.10
LEHMAN BROS HLDG         7.00%    9/27/2027         10.00
LEHMAN BROS HLDG         7.00%    10/4/2032          2.22
LEHMAN BROS HLDG         7.00%    7/27/2037          4.00
LEHMAN BROS HLDG         7.00%    9/28/2037          4.00
LEHMAN BROS HLDG         7.00%   11/16/2037          3.00
LEHMAN BROS HLDG         7.00%   12/28/2037          2.70
LEHMAN BROS HLDG         7.00%    1/31/2038          2.08
LEHMAN BROS HLDG         7.00%     2/1/2038          3.56
LEHMAN BROS HLDG         7.00%     2/7/2038          3.55
LEHMAN BROS HLDG         7.00%     2/8/2038          3.00
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          3.00
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          9.95
LEHMAN BROS HLDG         7.88%    8/15/2010          7.90
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          7.00
LEHMAN BROS HLDG         8.50%    6/15/2022          5.25
LEHMAN BROS HLDG         8.75%   12/21/2021          1.12
LEHMAN BROS HLDG         8.75%     2/6/2023          4.00
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          2.00
LEHMAN BROS HLDG         9.50%    2/27/2023          5.15
LEHMAN BROS HLDG        10.00%    3/13/2023          4.00
LEHMAN BROS HLDG        10.38%    5/24/2024          2.10
LEHMAN BROS HLDG        11.00%   10/25/2017          2.00
LEHMAN BROS HLDG        11.00%    6/22/2022          4.15
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          4.25
LEHMAN BROS INC          7.50%     8/1/2026          1.00
LEVEL 3 COMM INC         5.25%   12/15/2011         40.50
LEVEL 3 COMM INC         6.00%    3/15/2010         71.75
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
MAGMA DESIGN             2.00%    5/15/2010         57.75
MAGNA ENTERTAINM         7.25%   12/15/2009         31.50
MAGNA ENTERTAINM         8.55%    6/15/2010         40.13
MAJESTIC STAR            9.50%   10/15/2010         30.00
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          5.90
MERISANT CO              9.50%    7/15/2013         13.13
MERIX CORP               4.00%    5/15/2013         25.25
MERRILL LYNCH            4.13%    1/15/2009        100.01
MERRILL LYNCH            7.41%     3/9/2011         83.00
MERRILL LYNCH           12.00%    3/26/2010         18.46
METALDYNE CORP          10.00%    11/1/2013         20.75
METALDYNE CORP          11.00%    6/15/2012         12.33
MGM MIRAGE               8.38%     2/1/2011         62.50
MICHAELS STORES         11.38%    11/1/2016         36.55
MILLENNIUM AMER          7.63%   11/15/2026          3.25
MOMENTIVE PERFOR        11.50%    12/1/2016         29.50
MORRIS PUBLISH           7.00%     8/1/2013          8.00
MTR GAMING GROUP         9.00%     6/1/2012         45.13
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         18.00
NAVISTAR FINL CP         4.75%     4/1/2009         88.00
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
NELNET INC               7.40%    9/29/2036         10.00
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         30.69
NEW PLAN EXCEL           7.50%    7/30/2029          8.00
NEW PLAN REALTY          6.90%    2/15/2028          9.73
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          7.00
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
NORTEK INC               8.50%     9/1/2014         23.00
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         48.00
NUVEEN INVEST            5.50%    9/15/2015         15.50
NUVEEN INVESTM          10.50%   11/15/2015         22.00
OLIN CORP                6.75%    6/15/2016          9.75
OLIN CORP                9.13%   12/15/2011         25.50
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         25.50
PALM HARBOR              3.25%    5/15/2024         35.00
PANOLAM INDUSTRI        10.75%    10/1/2013         34.88
PARK PLACE ENT           7.50%     9/1/2009         35.10
PARK PLACE ENT           7.88%    3/15/2010         65.50
PARK PLACE ENT           8.13%    5/15/2011         48.38
PARK PLACE ENT           8.13%    5/15/2011         49.00
PHIBRO ANIMAL           13.00%     8/1/2014         38.63
PILGRIM'S PRIDE          8.38%     5/1/2017          4.00
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         16.13
PLY GEM INDS             9.00%    2/15/2012         17.00
POPE & TALBOT            8.38%     6/1/2013          1.00
POWERWAVE TECH           1.88%   11/15/2024         19.77
POWERWAVE TECH           3.88%    10/1/2027         19.21
PREGIS CORP             12.38%   10/15/2013         40.50
PRESIDENTIAL LFE         7.88%    2/15/2009         95.00
PRIMUS TELECOM           3.75%    9/15/2010          4.00
PRIMUS TELECOM           8.00%    1/15/2014          6.96
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
QUANTUM CORP             4.38%     8/1/2010         41.45
RADIAN GROUP             7.75%     6/1/2011         42.38
RADIAN GROUP             7.75%     6/1/2011         45.09
RADIO ONE INC            8.88%     7/1/2011         51.00
RAFAELLA APPAREL        11.25%    6/15/2011         39.50
RAIT FINANCIAL           6.88%    4/15/2027         33.31
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         12.67
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         10.00
RESIDENTIAL CAP          8.38%    6/30/2010         28.25
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         14.50
RESIDENTIAL CAP          8.88%    6/30/2015         14.75
RESIDENTIAL CAP          8.50%    5/15/2010         35.00
REXNORD CORP            10.13%   12/15/2012         11.50
RH DONNELLEY             6.88%    1/15/2013         12.25
RH DONNELLEY             6.88%    1/15/2013         12.50
RH DONNELLEY             6.88%    1/15/2013         13.13
RH DONNELLEY             8.88%    1/15/2016         19.17
RH DONNELLEY             8.88%   10/15/2017         14.25
RH DONNELLEY             8.88%   10/15/2017         14.00
RH DONNELLEY INC        11.75%    5/15/2015         24.63
RITE AID CORP            6.88%    8/15/2013         25.00
RITE AID CORP            7.70%    2/15/2027         14.00
RITE AID CORP            8.13%     5/1/2010         90.00
RITE AID CORP            8.50%    5/15/2015         24.00
RITE AID CORP            9.25%     6/1/2013         32.75
RJ TOWER CORP           12.00%     6/1/2013          2.50
ROTECH HEALTHCA          9.50%     4/1/2012         21.00
ROUSE CO LP/TRC          6.75%     5/1/2013         35.38
ROUSE COMPANY            3.63%    3/15/2009         50.25
ROUSE COMPANY            7.20%    9/15/2012         30.00
ROUSE COMPANY            8.00%    4/30/2009         40.50
SABRE HOLDINGS           8.35%    3/15/2016         20.12
SABRE HOLDINGS           7.35%     8/1/2011         27.96
SCOTIA PAC CO            7.11%    1/20/2014         28.50
SEARS ROEBUCK AC         6.70%    4/15/2012         60.62
SEITEL INC               9.75%    2/15/2014         34.81
SEQUA CORP              11.75%    12/1/2015         36.13
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         54.05
SIRIUS SATELLITE         2.50%    2/15/2009         80.50
SIRIUS SATELLITE         3.25%   10/15/2011         18.17
SIRIUS SATELLITE         9.63%     8/1/2013         20.34
SIX FLAGS INC            4.50%    5/15/2015          9.00
SIX FLAGS INC            8.88%     2/1/2010         14.75
SIX FLAGS INC            9.63%     6/1/2014         11.76
SIX FLAGS INC            9.75%    4/15/2013         15.00
SMURFIT-STONE            8.00%    3/15/2017         21.22
SONIC AUTOMOTIVE         5.25%     5/7/2009         93.00
SONIC AUTOMOTIVE         8.63%    8/15/2013         38.00
SPACEHAB INC             5.50%   10/15/2010         58.20
SPANSION LLC             2.25%    6/15/2016          6.13
SPECTRUM BRANDS          7.38%     2/1/2015         19.25
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         18.00
STATION CASINOS          6.50%     2/1/2014          6.00
STATION CASINOS          6.63%    3/15/2018          8.00
STATION CASINOS          6.88%     3/1/2016          5.63
STATION CASINOS          7.75%    8/15/2016         19.00
STONE CONTAINER          8.38%     7/1/2012         18.45
SUNGARD DATA SYS         3.75%    1/15/2009         99.25
SWIFT TRANS CO          12.50%    5/15/2017          8.50
TEKNI-PLEX INC          12.75%    6/15/2010         73.25
TERPHANE HLDING         12.50%    6/15/2009         79.13
TERPHANE HLDING         12.50%    6/15/2009         79.13
THORNBURG MTG            8.00%    5/15/2013         20.00
THORNBURG MTGE          12.00%    3/31/2015          5.38
TIMES MIRROR CO          6.61%    9/15/2027          5.00
TIMES MIRROR CO          7.25%     3/1/2013          4.50
TIMES MIRROR CO          7.25%   11/15/2096          2.00
TIMES MIRROR CO          7.50%     7/1/2023          2.00
TOUSA INC                9.00%     7/1/2010          1.00
TOYS R US                7.63%     8/1/2011         47.00
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         28.00
TRAVELPORT LLC          11.88%     9/1/2016         33.50
TRIBUNE CO               4.88%    8/15/2010          6.28
TRIBUNE CO               5.25%    8/15/2015          4.50
TRIBUNE CO               5.67%    12/8/2008          2.00
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          8.00
UAL CORP                 5.00%     2/1/2021         50.50
UNISYS CORP              6.88%    3/15/2010         52.00
UNISYS CORP              8.00%   10/15/2012         31.00
UNISYS CORP              8.50%   10/15/2015         35.00
UNISYS CORP             12.50%    1/15/2016         33.17
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         52.56
UNO RESTAURANT          10.00%    2/15/2011         43.63
US LEASING INTL          6.00%     9/6/2011         14.20
US SHIPPING PART        13.00%    8/15/2014         25.88
USFREIGHTWAYS            8.50%    4/15/2010         50.00
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         27.00
VENOCO INC               8.75%   12/15/2011         47.00
VERASUN ENERGY           9.38%     6/1/2017         11.50
VERSO PAPER             11.38%     8/1/2016         29.75
VESTA INSUR GRP          8.75%    7/15/2025          1.00
VIRGIN RIVER CAS         9.00%    1/15/2012         43.75
VISTEON CORP             7.00%    3/10/2014         12.25
VISTEON CORP             8.25%     8/1/2010         27.00
VITESSE SEMICOND         1.50%    10/1/2024         51.00
WASH MUT BANK NV         5.55%    6/16/2010         19.50
WASH MUT BANK NV         5.95%    5/20/2013          0.01
WASH MUTUAL INC          4.20%    1/15/2010         67.00
WASH MUTUAL INC          4.63%     4/1/2014         21.00
WASH MUTUAL INC          7.25%    11/1/2017         22.00
WASH MUTUAL INC          8.25%     4/1/2010         21.75
WCI COMMUNITIES          4.00%     8/5/2023          8.13
WCI COMMUNITIES          6.63%    3/15/2015          9.00
WCI COMMUNITIES          7.88%    10/1/2013          6.31
WELLS FARGO CO           3.55%     5/1/2009         89.00
WILLIAM LYON             7.50%    2/15/2014         15.00
WILLIAM LYON             7.63%   12/15/2012         30.50
WILLIAM LYON             7.63%   12/15/2012          9.93
WILLIAM LYON            10.75%     4/1/2013         33.63
WIMAR OP LLC/FIN         9.63%   12/15/2014          0.94
WOLVERINE TUBE          10.50%     4/1/2009         84.00
XM SATELLITE            10.00%    12/1/2009         37.38
XM SATELLITE            13.00%     8/1/2013         23.75
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.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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 2009.  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 ***