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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 19, 2008, Vol. 12, No. 302

                             Headlines


AGRIPROCESSORS: Livestock Owners & Sellers Hold $6MM Claims
AMERICAN GREETINGS: Moody's Reviews 'Ba1' Ratings for Possible Cut
AMERICAN HOME: Moody's Downgrades Ratings on 10 Tranches
AMERICAN MEDIA: Moves $570MM Bonds Exchange Deadline to Jan. 15
ANGOITECH PHARMACEUTICALS: S&P Affirms 'CC' Corp. Credit Rating

ANTIOCH COMPANY: Wants to Access $4 Million BoA DIP Facility
BALLY TOTAL: U.S. Trustee Forms Committee for Ch. 22 Case
BALLY TOTAL: Gets Interim OK to Access Cash Collateral
BALLY TOTAL: Deadline to File Schedules Extended to Jan. 19
BALLY TOTAL: Taps Kramer Levin As Counsel for Ch. 22 Case

BANC OF AMERICA: S&P Junks Rating on Class O Certificates
BANC OF AMERICA: S&P Junks Ratings on Class N & O of Certificates
BERNARD L. MADOFF: Owner Under House Arrest; SEC Probes Records
BH S&B: Creditors Committee Opposes $60-Mil. DIP Loan
BIMINI CAPITAL: Sets Meetings for PreTSL XXI and XX Noteholders

BLINK LOGIC: Sells $1.67MM of Discount Senior Secured Debentures
BOSTON GENERATING: S&P Junks Rating on $1.13 Bil. First-Lien Loan
CANADIAN TRUST: Investors Panel Seeks Add'l C$9.5-B In Federal Aid
CANADIAN TRUST: Restructuring Completion Process to Begin Dec. 19
CANADIAN TRUST: CCAA Stay Extended Until December 19

CANADIAN TRUST: RBS Not a Signatory to Montreal Accord
CANADIAN TRUST: Monitor's 15th Report On Canadian ABCP Trusts
CDX GAS: Section 341(a) Meeting Scheduled for Jan. 22, 2009
CDX GAS: Gets Initial Approval to Use Banks' Cash Collateral
CDX GAS: Seeks Feb. 15 Deadline for Filing Proofs of Claim

CENTRO NP: Moody's Affirms 'Caa1' Senior Unsecured Debt Ratings
CENTURY ALUMINUM: Moody's Downgrades Corp. Family Rating to 'B2'
CHECKSMART FINANCIAL: Moody's Withdraws 'Caa2' Corporate Ratings
CHEMTURA CORP: S&P Downgrades Senior Unsecured Debt Rating to 'B'
CHL MORTGAGE: Moody's Downgrades Ratings on 293 Tranches

CHRSYLER LLC: Car Czar May Force Bankruptcy Filing
CHRYSLER LLC: Plant Shutdowns Erases Sec. 503(b)(9) Admin. Claims
CITADELLE AT ARROWHEAD: Voluntary Chapter 11 Case Summary
CITIBANK OMNI: Moody's Assigns 'Ba2' Rating on Class 2008-D2 Notes
CITIGROUP INC: Moody's Cuts Sr. Debt Rating to A2 From Aa3

CITIGROUP INC: Regulators Join Internal Discussions
CITIGROUP INC: Convinced to Grant Loan Extension to Gen. Growth
COMMUNITY MEDICAL: S&P Changes Outlook on BB+ Rated $14.2MM Bonds
CONSTELLATION ENERGY: Drops MidAmerican Merger; EDF to Buy Stake
CREDIT SUISSE: S&P Puts Class N & O Junk Ratings on WatchNeg.

CWABS MASTER: Moody's Downgrades Ratings on 14 Tranches
CWEHEQ REVOLVING: Moody's Downgrades Ratings on 13 Tranches
DAN RIVER: Court Converts Case to Chapter 7 Liquidation
DELPHI CORP: To Sell Global Exhaust Business to Bienes for $17MM
DEVELOPMENT SOLUTIONS: Voluntary Chapter 11 Case Summary

DOUGLAS DYNAMICS: S&P's 'B+' Rating Unaffected by Debt Repurchase
DREIER LLP: Receiver Declines to Be Chapter 11 Trustee
DVI RECEIVABLES: Fitch Acts on Distressed Recovery Ratings
EASTON-BELL SPORTS: S&P Cuts Sr. Subordinate Debt Rating to 'CCC'
ECOVENTURE WIGGINS: To Seek Plan Confirmation on January 22

ESPRE SOLUTION: Whitley Penn Replaces Sweeney as Ind. Accountants
FALCON FRANCHISE: Fitch Takes Rating Actions on Four Transactions
FELCOR LODGING: S&P Downgrades Corporate Credit Rating to 'B'
FIFTH THIRD: Moody's Puts B1 Financial Guarantor Rating on Review
FIRST HORIZON: Moody's Downgrades Ratings on Two Tranches

FIRST INTERNATIONAL: Fitch Affirms Junk Ratings on Various Notes
FORD MOTOR: Will Extend Plant Shutdown to January 12
G-I HOLDINGS: Court Sends Plan to Creditors for Voting
GATEHOUSE MEDIA: Bank Debt Sells at 86% Off in Secondary Market
GE BUSINESS: Fitch Affirms Low-B Ratings on Various Trusts

GEMINI AIR: Court OKs Ch. 7 Trustee Deal w/ Secured Lender
GENERAL GROWTH: Gets Waiver for $900MM Loans Until Feb. 12
GENERAL MOTORS: Car Czar May Force Bankruptcy Filing
GMAC LLC: Pacific Investment Declines to Tender Bond Holdings
GMACM HOME: Moody's Puts Ratings on 24 Tranches Under Review

GREENBRIER COS: S&P Cuts Corp. Credit Rating to B+; Outlook Neg.
HELLER SBA: Fitch Affirms Ratings on Class B Certificates at 'BB'
HOOP HOLDINGS: Court Confirms Chapter 11 Plan of Liquidation
I/OMAGIC CORP: Thomas L. Gruber Resigns as Chief Financial Officer
I/OMAGIC CORP: Audit Committee's Review Delays Filing of 10-Q

I/OMAGIC CORP: Swenson Withdraws Audit Reports for 2006 and 2007
IMPERIAL COUNTIES: S&P Withdraws 'BB' Rating on $9.75 Mil. Certs.
INN OF THE MOUNTAIN: Weak Liquidity Cues Moody's Junk Ratings
INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
JEFFERSON COUNTY: S&P Keeps C Rating on Revenue Bonds at WatchNeg.

KB TOYS: Section 341(a) Meeting Scheduled for Jan. 20, 2009
KB TOYS: Can Access Lenders Cash Collateral on Interim
KB TOYS: U.S. Trustee Forms Seven-Member Creditors Committee
LAKE AT LAS VEGAS: Plan Filing Period Extended to Jan. 13, 2009
LANDSOURCE COMMUNITIES: Sets Property Sale Procedures

LANDSOURCE COMMUNITIES: Creditors Apprehensive Over Sale Protocol
LEHIGH CO: Gets April 27 Extension of Deadline to File Plan
LEHMAN BROTHERS: Court Approves Derivative Deals Protocol
LENOX GROUP: Wins Nod for DIP Loan; Terms Amended to Avert Default
LIBERTY MEDIA: S&P Puts BB+ Ratings on 4 Transactions on WatchNeg.

MARRIOTT INTERNATIONAL: Moody's Affirms Ba1 Preferred Debt Rating
MEDICURE INC: Repays $12MM Senior Debt with GE Canada, et. al.
MERILL LYNCH: Mark Tepper Sues for "Buy", No Risk Recommendation
MERISANT CO: S&P Cuts Rating on Senior Subordinated Notes to 'C'
MERISANT WORLDWIDE: S&P Downgrades Corporate Credit Rating to 'CC'

MERVYN'S LLC: Kohl's and Forever 21 Prevail in Auction for Leases
MERVYN'S LLC: Court Sets Feb. 18 as Admin. Claims Bar Date
MERVYN'S LLC: Seeks to Employ AON As Risk Insurance Broker
MERVYN'S LLC: StreamBank to Market Intellectual Asset Portfolio
MILLENIUM TRANSIT: Secures $749,855 Loan from James Ludvik

MIRANT CORPORATION: S&P Affirms Corporate Credit Rating at 'B+'
MIRANT MID-ATLANTIC: S&P Keeps BB Credit Rating on $905MM Certs.
MORGAN STANLEY: Buys Back $12.3BB Bonds to Curb Declines
MORGAN STANLEY: S&P Raises Rating on Class F Notes to 'BB'
MXENERGY HOLDINGS: Moody's Maintains 'Caa3' Corp. Family Rating

N. CAROLINA MEDICAL: S&P Changes Outlook to Stable; Affirms 'BB'
NCO GROUP: S&P Cuts Long-Term Counterparty Credit Rating to 'B'
NEFF CORP: Says Complaint of 2nd Lien Creditors Without Merit
NEFF CORP: Moody's Downgrades Second Lien Loan Rating to 'Caa2'
NEFF CORP: S&P Lifts Corp. Credit Rating to 'B-'; Outlook Negative

NEW WAVE COMMS: Receives More Funding from Investors
NEWLAND INTERNATIONAL: Fitch Cuts Rating on $220MM Notes to 'B+'
NEXEN INC: Moody's Reviews 'Ba1' Shelf Rating for Possible Cut
NEXEN INC: S&P Keeps BB+ Subordinated Debt Rating; Outlook Stable
NORTHEAST FLORIDA: Case Summary & Three Largest Unsec. Creditors

OPTI CANADA: S&P Downgrades Long-Term Corp. Credit Rating to 'B+'
ORAGENICS INC: To Distribute Transferable Subscription Rights
OWENS CORNING: Delaware Unit's 3rd Quarter 2008 Summary Report
OWENS CORNING: Wayzata Discloses 13.5% Equity Stake
PACE UNIVERSITY: S&P Gives Negative Outlook; Affirms 'BB+' Rating

PARK PLACE: S&P's Ratings on 2 Classes of Certs. Tumble to 'D'
PENN TREATY: S&P Keeps CC Counterparty Credit Rating on WatchNeg.
POLAROID CORP: Seeks 2nd Bankruptcy on Petters' Woes; Buyer Named
POLAROID CORP: Case Summary & 20 Largest Unsecured Creditors
POTLACH CORPORATION: Moody's Affirms Senior Debt Rating at 'Ba1'

PRIDE INTERNATIONAL: Moody's Lifts Rating on $500MM Notes to 'Ba1'
PRIMUS FINANCIAL: S&P Downgrades Preferred Shares' Rating to 'BB+'
REAL ESTATE EXCHANGE: Case Summary & 19 Largest Unsec. Creditors
REFCO INC: RCM Administrator Reaches Deal with C. Sevilleja
REFCO INC: Togut Seeks to Dispose of Old Stored Records

REFCO INC: Claims Filed By Reuters SA Resolved
RFMSII HOME: Moody's Takes Rating Actions on Eleven Tranches
SEAGATE TECHNOLOGY: Fitch Lowers Issuer Default Rating to 'BB+'
SEMGROUP LP: Lenders Extend Committee Period to Challenge Liens
SEMGROUP LP: Examiner Seeks to Retain Polsinelli as Co-Counsel

SEMGROUP LP: Catsimatidis Gains Control; Pushes for Reorganization
SHILOH INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B1'
SIGNUM RATED: Moody's Downgrades Rating on $20 Mil. Notes to 'Ba2'
SOUNDVIEW HOME: S&P Junks Rating on Class M-2 of Certificates
SPANSION INC: Sequential Revenue Decline Cues S&P's Junk Rating

ST JOSEPH: Moody's Confirms 'Ba3' Rating on Series 1999 Bonds
SYNOVICS PHARMACEUTICALS: Board Appoints Mahendra Desai as CEO
TARGA RESOURCES: Note Repurchase Won't Affect S&P's 'BB-' Rating
TELECRIS BIOTHERAPEUTICS: S&P Keeps 'B' Corp. Credit Rating
TERWIN MORTGAGE: Moody's Cuts Ratings on Class A Notes to 'B1'

TOYS R US: S&P Keeps "B" Corp. Credit Rating; Outlook Negative
TRIBUNE CO: U.S. Trustee Appoints Unsecured Creditors Committee
TRIBUNE CO: Appoints Ed Wilson As Chief Revenue Officer
TRIBUNE CO: IFA Chair Sits Out on Ch.11 Case to Avoid Conflict
TRIBUNE CO: Liner Yankelevitz Probes Possible ERISA Claims

TYSON FOODS: Terms of 5-Year Revolver Amended; Pledges All Assets
US SHIPPING: NYSE Delists Common Stock, Trades on OTC Pink Sheets
USG CORP: Closes Sale of $400m Of Notes to Berkshire, Fairfax
USG CORP: Amends Rights Plan to Protect Nols, Tax Benefits
VALENCE TECHNOLOGY: Berg & Berg Buys 1.6MM Shares for $3.1 Million

VALENCE TECHNOLOGY: Names Khoon Cheng Lim as Chief Technology Off.
W.R. GRACE: U.S. ZAI Claimants Seeks Court OK of Settlement
W.R. GRACE: U.S. ZAI Claimants Seek Class Certification
WACHOVIA ASSET: Moody's Reviews 'B1' Ratings on Four Tranches
WAMU MORTGAGE: S&P Keeps Low-B Ratings on 2 Classes of Certs.

WENTWORTH ENERGY: Execs. Point to Error in Financial Statements
WENTWORTH ENERGY: Investors Waive Interest Payment Until January 1
WENTWORTH ENERGY: President M. Studdard Retires, Drops Contract

* Moody's Downgrades Rating on 382 Notes from CDO Transactions
* S&P Junks Ratings on 3 Classes of Certs. From Three RMBS Deals
* S&P Junks Ratings on Classes O, P & Q of CMBS Certificates
* S&P Puts Low-B Ratings on 9 Classes From 14 CDO Transactions

* S&P's Ratings on 12 Classes From 9 RMBS Transactions Tumble to D
* S&P's Ratings on 201 Classes From 29 CDO Deals Tumble to 'D'
* S&P's Ratings on Class D-B-5 From 2 Jumbo RMBS Deals Tumble to D

* Mary Schapiro Takes Christopher Cox's Place as SEC Chairperson

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.


                             *********

AGRIPROCESSORS: Livestock Owners & Sellers Hold $6MM Claims
-----------------------------------------------------------
Jean Caspers-Simmet at Agri News reports that Eric Paul -- an
attorney with the Office of General Counsel, USDA -- identified
about $6.08 million in livestock and poultry grower trust and bond
claims against Agriprocessors Inc. under the Packers and
Stockyards Act.

The $6 million in claims is considerably higher than
Agriprocessors had previously reported, Agri News says, citing
bankruptcy trustee Joseph Sarachek.

According to Agri News, the attorneys for First Bank Business
Capital filed Mr. Paul's letter to Mr. Sarachek and U.S. attorney
assistant David Eskew in the court as proof to support a motion to
change the venue of the bankruptcy case from New York to Iowa.

As reported by the Troubled Company Reporter on Dec. 18, 2008, the
U.S. Bankruptcy Court for the Eastern District of New York
(Brooklyn) granted the transfer of the venue of Agriprocessors'
Chapter 11 cases to the U.S. Bankruptcy Court in Dubuque, Iowa.
Agriprocessors is based in Postville, Iowa.

Agri news states that Mr. Sarachek said he has worked closely with
the USDA to quantify and reconcile valid trust claims asserted
under the Packers and Stockyard Act.

Mr. Paul, according to Agri News, said in his letter that the
packer trust and bond claims filed by livestock sellers should be
released by the deputy administrator of the Packers and Stockyards
Program, and that the USDA analysis of the poultry can't be
completed until auditors can access to poultry records at
Agriprocessors.

Agri News relates that 43 claims by 25 livestock producers and
businesses are filed against the packer bond, while 41 claims by
24 producers and businesses filed against the packer trust.
According to the report, these claims include:

     -- $582,915 by Kalona Sales Barn;
     -- $521,598 by Central Livestock Association, Inc.;
     -- $345,371 by Leon Farrow/J & L Farms;
     -- $194,006 by Waverly Sales Company of Waverly; and
     -- $186,913 by Equity Cooperative Livestock Sales
          Association of Baraboo.

Agri News reports that Agriprocessors is facing about 17 poultry
grower claims:

     -- $2.02 million by John Burger/Burger Turkey Farms;
     -- $660,614 by Jasper, Ind. Lyle Opheim/Four County Ag;
     -- $384,802 by Dietrick Enterprises of Cedar Falls;
     -- $64,241 by Dan Byl of Maurice; and
     -- $54,357 by Ross Enterprises/Brad Helberg.

In 1976 the Congress amended the Packers and Stockyards Act so
that the inventory, receivables, and proceeds derived from
purchased livestock are assets that belong to unpaid sellers, Agri
News states, citing Mr. Paul.  According to the report, the
livestock producers come before secured lenders if they file a
valid claim.  Mr. Paul said that the bankruptcy court judge
determines the procedure for paying claims, states the report.

                        About Agriprocessors

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.

The company filed for Chapter 11 protection on Nov. 4, 2008
(Bankr. E. D. N.Y. Case No. 08-47472).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash represents the company in its
restructuring effort.  The company listed assets of $100 million
to $500 million and debts of $50 million to $100 million.


AMERICAN GREETINGS: Moody's Reviews 'Ba1' Ratings for Possible Cut
------------------------------------------------------------------
Moody's Investors Service placed American Greetings Corp.'s
ratings under review for possible downgrade, including its Ba1
corporate family and probability of default ratings following
ongoing negative pressure on the company's operating cash flow and
in conjunction with a notable increase in debt.  The review will
focus on Moody's expectations for cash flow in 2009 (AM's fiscal
2010) as well as the increasing leverage, including the
possibility that the company's disposition of Strawberry Shortcake
and Care Bears properties will not close.

Ratings under review for possible downgrade:

  -- Corporate family rating at Ba1;

  -- Probability-of-default rating at Ba1;

  -- senior secured revolving credit facility due 2011 at Baa3
     (LGD2, 21%);

  -- senior secured delay draw term loan facility due 2013 at Baa3
     (LGD2, 21%); and

  -- senior unsecured notes due 2016 at Ba2 (LGD5, 75%).

Rating withdrawn following repayment:

  -- senior unsecured notes due 2028 at Ba2 (LGD5, 75%).
  -- LGD assessments not under review.

AM's Ba1 corporate family rating is primarily driven by the
significant business risks inherent in the greeting card industry
that is characterized by low or declining growth rates, weak
consumer branding, strong competition, and vulnerability to its
stronger retail customers and its ongoing consolidation.  The
increase in leverage and weakness in the operating cash flow has
exacerbated Moody's concerns.  Notwithstanding these risks, the
rating is supported by the company's leading and stable market
position in the U.S. greeting card industry with approximately 30%
to 35% market share (and a stronger position with mass
merchandisers), its over 100-year operating history, the
predictable demand for its products, and long-standing
relationships with retail customers.  Additionally, the company's
long-term contracts and scan-based trading systems provide a
meaningful barrier to entry.  Importantly, the greeting card
sector continues to provide a relatively higher margin return for
its customers.

Moody's last rating action was on June 13, 2007 when the outlook
was revised to stable from negative.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.8 billion for the twelve months ended
August 29, 2008.


AMERICAN HOME: Moody's Downgrades Ratings on 10 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 10
tranches issued in five American Home Mortgage Investment Trust
transactions.  Underlying securities' collateral consists
primarily of closed-end second lien residential mortgage loans and
second lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

Some of the securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings for these
securities generally reflect the intrinsic credit quality of the
securities in the absence of the guarantee.  The current ratings
on the below -- noted securities are consistent with Moody's
practice of rating such insured securities at the higher of the
guarantor's insurance financial strength rating and the underlying
or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR -- CPR is based on the average of the last six months 1-month
CPR.

CDR -- There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default. Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: American Home Mortgage Investment Trust 2005-1

  -- Cl. IX-A Certificate, Downgraded to B1 and Placed Under
     Review for Possible Downgrade; previously on 12/05/2008
     Upgraded to Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: American Home Mortgage Investment Trust 2005-2

  -- Cl. VI-A Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 12/5/2008 Upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: American Home Mortgage Investment Trust 2005-4

  -- Cl. II-A Certificate, Downgraded to B1 and Placed Under
     Review for Possible Downgrade; previously on 12/5/2008
     Confirmed at Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. V-A Certificate, Downgraded to B3 and Placed Under Review
     Direction Uncertain, previously on 12/4/2008 Downgraded to B2

  -- Financial Guarantor: CIFG Assurance North America, Inc.
      (Currently B3, Under Review Direction Uncertain)

  -- Cl. IV-A Certificate, Downgraded to Ca, previously on
     4/7/2008 Downgraded to Ba1 and Placed under Review for
     Possible Downgrade

  -- Cl. IV-M-1 Certificate, Downgraded to C, previously on
     4/7/2008 Downgraded to Caa2

  -- Cl. IV-M-2 Certificate, Downgraded to C, previously on
     4/7/2008 Downgraded to Caa3

  -- Cl. IV-M-3 Certificate, Downgraded to C, previously on
     4/7/2008 Downgraded to Ca

Issuer: American Home Mortgage Investment Trust 2007-A

  -- Cl. II-A Certificate, Downgraded to Ca, previously on
     4/7/2008 Downgraded to B3

  -- Cl. III-A Certificate, Downgraded to Aa2, previously on
     7/21/2008 Placed under Review for Possible Downgrade from Aaa

  -- Financial Guarantor: Assured Guaranty Corp (Currently Aa2)


AMERICAN MEDIA: Moves $570MM Bonds Exchange Deadline to Jan. 15
---------------------------------------------------------------
American Media, Inc.'s subsidiary American Media Operations, Inc.,
has extended the expiration date, for and amended, its cash tender
offers in respect of an aggregate of $570 million of its
outstanding senior subordinated notes, consisting of:

   1) $400,000,000 aggregate principal amount of 10-1/4% Series B
      Senior Subordinated Notes due 2009 (CUSIP No. 02744RAH0) and
      $14,544,000 aggregate principal amount of 10-1/4% Series B
      Senior Subordinated Notes due 2009 (CUSIP No. 02744RAM9);
      and

   2) $150,000,000 aggregate principal amount of 8-7/8% Senior
      Subordinated Notes due 2011 (CUSIP No. 02744RAK3) and
      $5,454,000 aggregate principal amount of 8-7/8% Senior
      Subordinated Notes due 2011 (CUSIP No. 02744RAP2).

American Media is seeking to extend the $570 million of bonds for
mandatorily convertible securities due 2103 and stock warrants.

Reuters notes that American Media has extended the deadline for
its debt tender and exchange offer for a second time, as it
struggles to repay its bondholders.  The tender offers and consent
solicitations will now expire at 5:00 p.m., New York City time, on
Jan. 15, 2009.

The tender offers were originally scheduled to expire Sept. 25,
2008, then extended to Dec. 15, 2008.  All other terms, provisions
and conditions of the tender offers will remain in full force and
effect.

AMI also disclosed that it continues to be engaged in discussions
with lenders holding more than a majority of the borrowings under
AMOI's credit facilities and bondholders holding more than a
majority of each series of Existing Notes and believes substantial
progress continues to be made toward achieving a financial
restructuring and significant deleveraging of the company.

J.P. Morgan Securities Inc. is acting as the Dealer Manager for
the tender offers, and can be contacted at (212) 357-0775
(collect).

MacKenzie Partners, Inc. is acting as the information agent for
the tender offers and tabulation agent for the consent
solicitations.  Requests for documentation may be directed to
MacKenzie at (800) 322-2885 (toll free) and (212) 929-5500
(collect).

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of
$467.0 million.


ANGOITECH PHARMACEUTICALS: S&P Affirms 'CC' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings,
including the 'CC' long-term corporate credit rating, on
Vancouver-based Angiotech Pharmaceuticals Inc.  At the same time,
S&P removed all the ratings from CreditWatch with negative
implications, where they were placed July 8, 2008. The outlook is
negative.

S&P also revised the recovery rating on the senior unsecured debt
to '4' from '3' to reflect average (30%-50%) recovery in the event
of default.  (A '3' recovery rating represents meaningful [50%-
70%] recovery in a default scenario.)

"The 'CC' rating reflects our expectation that the company faces
near-term danger of falling below the necessary levels of cash to
run its business," said Standard & Poor's credit analyst Maude
Tremblay.  "We revised the recovery rating on the unsecured debt
based on its lower expectations of EBITDA at default and the
emergence multiple following a weakening of the company's
operating performance and deterioration of the financial market
conditions," Ms. Tremblay added.

The ratings on Angiotech reflect Standard & Poor's view that the
company must either refinance its debt outstanding or make
substantial divestments to reduce its debt and cash interest
burden.  Angiotech has not been generating sufficient EBITDA to
cover the interest burden on its US$575 million debt outstanding
for many quarters and, consequently, its liquidity position has
been gradually eroding.  S&P believes that the company's cash
resources will likely fall in the coming months below the
necessary levels of cash to run its business, estimated at US$25
million-US$30 million by management.

Angiotech is a specialty pharmaceutical company whose core
strength is adding pharmaceutical compounds to medical devices
used by surgeons.  The company's poor operating performance
reflects, in S&P's view, a contraction in demand for  drug-eluting
stents and the entrance of two new competing products into the
important U.S. market, as well as a high debt burden following
Angiotech's acquisition of American Medical Instruments Inc. The
solid revenue growth from the medical products segment, supported
by the Quill product line and the promoted brand strategy, has
been insufficient to offset the decline in TAXUS royalties in the
past two years.  Because of the revenue decline, Angiotech's
EBITDA generation deteriorated significantly and the company's
credit protection measures weakened materially during that period.

S&P expects the company's liquidity to be significantly reduced
during the next year by continued negative discretionary cash
flow.  As of Sept. 30, Angiotech's liquidity is thin and consisted
of cash equivalents of US$57 million as well as short-term
investments of US$9 million; it has no revolving credit facility.
The company has no maturities under its long-term financing
facilities until 2013, and there are no financial covenants under
these facilities.  If necessary, the company could elect to divest
itself of noncore assets to improve liquidity; however, this would
likely only provide a few additional quarters of liquidity given
the limited size of the assets.

The negative outlook reflects S&P's view that cash losses will
likely cause Angiotech's liquidity to sink below necessary levels
in 2009, even if management's restructuring actions are partially
successful.  Standard & Poor's will evaluate the effect of any
specific announcements regarding financial restructuring as they
materialize.  S&P expects that any future refinancing transaction
would include the repurchase of the financial instruments
outstanding below their principal value.  If such an event occurs,
it would likely lead S&P to lower the corporate credit rating on
Angiotech to selective default and lower the issue rating on the
affected debt to 'D' upon completion of the refinancing
transaction.


ANTIOCH COMPANY: Wants to Access $4 Million BoA DIP Facility
------------------------------------------------------------
The Antioch Company and its debtor-affiliates obtained permission
from the United States Bankruptcy Court for the Southern District
of Ohio to obtain $4 million in postpetition financing from a
group of financial institutions led by Bank of America N.A., as
agent.

The three DIP Lenders have committed to fund these amounts:

      Lender                      Commitment
      -------                     ----------
      Bank of America, N.A.       $1,428,571
      Fifth Third Bank            $1,428,571
      National City Bank          $1,142,857

The Debtors also seek the Court's consent to use cash collateral
securing repayment of loan to their prepetition lenders.

The DIP Loan will bear interest at Prime Rate plus 3%.  In the
event of default, the facility will incur interest at Prime Rate
plus 5%.  Interest will be computed on the basis of actual days
elapsed and a 365-day year in all cases and will be payable
monthly in arrears in cash.

According to the Debtors, proceeds of the facility and cash
collateral will be used to fund general corporate needs including
working capital, and pay fees and expenses related to the
financing and the Chapter 11 cases.

The Debtors will grant the DIP Lenders first priority senior
priming security interests and liens on all of their assets.  The
DIP Lenders claims' will have priority over and any and all
administrative expenses.

The DIP facility is subject to a $250,000 carve-out for payment of
fees and expenses incurred by professionals of the Debtors or any
statutory committee.  The DIP agent will be paid $40,000 in
closing fee in cash for the benefit of the lenders and a $25,000
in arrangement fee on closing.

The DIP facility contains customary and appropriate events of
default.

The hearing to consider approval of the DIP facility has been
postponed to an unset date.  It was originally set for Dec. 18,
2009.

Michael J. Kaczka, Esq., at McDonald Hopkins LLC, relates the
Debtors, the Official Committee of Unsecured Creditors and the
Debtors' secured lenders have reached an agreement in principle
resolving certain objections to the DIP request raised by the
Committee.  The Debtors, Mr. Kaczka notes, have submitted a
proposed final order to the Court.

A full-text copy of the Debtor-in-Possession Agreement is
available for free at http://ResearchArchives.com/t/s?3675

A full-text copy of the Cash Collateral Budget is available for
free at http://ResearchArchives.com/t/s?3676

                         About Antioch Co.

The Antioch Co. -- http://www.antiochcompany.com/-- owns St.
Cloud-based Creative Memories.  The company was founded in 1926.
It consists of operating and business units located in Ohio,
Minnesota, Nevada, and Virginia.  The direct-selling division
encompasses the U.S. and Puerto Rico, Canada, Australia, New
Zealand, Germany, Japan and the United Kingdom, with expansion
planned in other European countries.  The Antioch employs more
than 1,090 people and manufactures, packages and markets more than
3,000 products to tens of thousands of independent sales
consultants and retail dealers.  As reported in the Troubled
Company Reporter on Nov. 17, 2008, The Antioch reached an
agreement with lenders to restructure its debt.  To facilitate
this agreement, Antioch and six of its subsidiaries filed
voluntary petitions for Chapter 11 protection on Nov. 13, 2008
(Bankr. S.D. Ohio Lead Case No. 08-35741).  McDonald Hopkins LLC
represents the Debtors in their restructuring efforts.  The United
States Trustee for Region 9 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  In their summary of
schedules, the Debtors listed $66,388,321 in total assets and
$141,142,236 in total liabilities.


BALLY TOTAL: U.S. Trustee Forms Committee for Ch. 22 Case
---------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code, Diana
G. Adams, the United States Trustee for Region 2, appoints five
creditors to the Official Committee of Unsecured Creditors in the
second Chapter 11 cases of Bally Total Fitness Holding Corp.:

1. U.S. Bank National Association, as Indenture Trustee
    Corporate Trust Services
    60 Livingston Avenue, Third Floor
    St. Paul, Minnesota 55107-2292
    Attn: Patricia J. Kapsch, Vice President
    Tel: (651) 495-3960

2. HSBC Bank USA, National Association, as Indenture Trustee
    452 Fifth Avenue
    New York, New York 10018-2706
    Attn: Robert A. Conrad, Vice President
    Tel: (212) 525-1314

3. Leo Burnett Company, Inc.
    35 W. Wacker Dr.
    Chicago, Illinois 60601
    Attn: Carla Michelotti, Executive Vice President and
          General Counsel
    Tel: (312) 220-3839

4. Convergys Corporation
    201 East Fourth Street, Loc 14-0201
    Cincinnati, Ohio 45202
    Attn: Jennifer L. McGrath, In-House Counsel
    Tel: (513) 723-7055

5. Mattone Group Jamaica Co., LLC
    134-01 20th Avenue
    College Point, New York 11356
    Attn: Michael X. Mattone, Member
    Tel: (718) 353-5500

Bloomberg's Bill Rochelle notes that the Committee includes two
indenture trustees representing bondholders, advertising agency
Leo Burnett Co. and relationship manager Convergys Corp.

                 About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

(Bally Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BALLY TOTAL: Gets Interim OK to Access Cash Collateral
------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York granted Bally Total Fitness Holding Corp. and
its affiliates permission to access, on an interim basis, the cash
collateral securing the Debtors' obligations to their prepetition
lenders.  The Debtors need the money to fund disbursements in
connection with their Chapter 22 cases, as set forth in a budget
prepared by the Debtors.

A full-text copy of the 13-week Budget commencing on the week of
December 3, 2008, and ending on the week of Feb. 27, 2009, is
available for free at:

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

JPMorgan Securities Inc., and Anchorage Advisors LLC, had opposed
the Motion, to the extent that the first interim order, as
approved by the Court on December 4, 2008, is different from a
second interim order.  The First Interim Order was amended to
remove the $100,000 monthly cap on professional fees in
connection with monitoring the Cash Collateral.  The Second
Interim Order also contained a provision to grant liens on the
allocable value of any distribution in the event that a plan of
reorganization or liquidation is confirmed.

Further, the Debtors' chief executive officer will meet with the
Senior Secured Lenders on a weekly basis, to discuss the Debtors'
business operations and significant events in their bankruptcy
proceedings.  The Second Interim Order required the submission of
status reports on the Debtors business operations, until
prepetition obligations are satisfied.

A blacklined copy showing the changes to the First Interim Order
is available at no charge at:

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

Notwithstanding the objection, the Court entered the Second
Interim Order on December 9, 2008, authorizing the use of cash
collateral, providing adequate protection, and scheduling a final
hearing on the Cash Collateral Motion.

The Court ruled that the Cash Collateral may be used to up to
115% of the Budget in a cumulative, aggregate rolling basis
measured weekly as of the close of business on Friday of each
week.

The Debtors' use of Cash Collateral will terminate at the
expiration of the specified budget period.

The Prepetition Lenders are entitled, under Section 363(e) of the
Bankruptcy Code, to adequate protection of their interest in the
Prepetition Collateral, in the form of liens, superpriority
claim, and payments.  The Court has authorized that:

(1) The Debtors will make a $300,000 monthly interest payment
     to the lenders under the Revolver Facility;

(2) The Debtors will pay an amount not exceeding $100,000
     monthly, for professional fees in connection with
     monitoring the use of Cash Collateral;

(3) The Senior Secured Lenders will have first priority
     perfected replacement liens on all of the Debtors' rights
     in property acquired postpetition;

(4) The Senior Secured Noteholders will receive second
     priority perfected replacement liens on the Debtors'
     rights in the Postpetition Collateral;

(5) Senior Secured Lenders will have first priority perfected
     liens on the Debtors' rights in the Unencumbered Leases
     in the same relative priority as the Prepetition Liens;
     and

(6) The Senior Secured Noteholders will have second priority
     perfected liens on the Unencumbered Leases.

The Court will convene a hearing on December 22, 2009, at 10:00
a.m., to consider the Debtors' request on a final basis.
Objections to the Motion must be served no later than Dec. 17,
2008, at 12:00 p.m.

A full-text copy of Bally II's Second Interim Cash Collateral
Order is available for free at:

http://bankrupt.com/misc/Bally2ndInterimCashColOrder.pdf

                 Prepetition Lenders' Collateral

Michael W. Sheehan, chief executive officer of Bally, tells the
Court that the Debtors are party to a credit agreement, dated
October 1, 2007, with Morgan Stanley Senior Funding, Inc., as
administrative collateral agent, Wells Fargo Foothill, LLC, as
revolving credit agent, and the CIT Group/Business Credit, Inc.,
as revolving syndication agent, and other senior secured lenders
party to the Credit Agreement, which provides for financing of up
to $292,000,000, consisting of $50,000,000 in a senior secured
revolving credit facility, with a $40,000,000 sublimit for letters
of credit and a six-year $242,000,000 senior secured term loan
facility.  The proceeds from the Term Loan and the Revolver
Facility were used to refinance the amounts outstanding under the
Company's debtor-in-possession credit agreement from the Prior
Bankruptcy Cases and to provide additional working capital.
Bally's obligations under the Credit Agreement are guaranteed by
most of Bally's domestic subsidiaries.

Pursuant to a Guarantee and Collateral Agreement, dated as of
October 1, 2007, between Bally and the Agent, obligations under
the Credit Agreement are secured by first priority liens and
security interests on certain assets and property of the Debtors,
including without limitation, accounts, deposit accounts,
chattel paper, commercial tort claims, contracts, documents,
equipment, general intangibles, instruments, intellectual
property, inventory, investment property, all pledged securities,
receivables, goods, and books and records and the proceeds
thereof.  The Prepetition Collateral includes cash collateral of
the Agent and the Senior Secured Lenders within the meaning of
Section 363(a) of the Bankruptcy Code.

As of the Petition Date, the Debtors had approximately
$17,000,000 of cash on hand which comprises Cash Collateral.  In
addition, the Debtors forecast receipt of $3,500,000 of
additional cash in the next 45 days, which comprises proceeds of
the Senior Secured Lenders' collateral.

Mr. Sheehan submits that the Debtors have an immediate need for
the use of cash collateral to sustain their businesses as a going
concern and effect a successful reorganization, including:

  * the continued operation of their businesses;

  * the maintenance of business relationships with vendors,
    suppliers and customers; and

  * the payment to employees and satisfaction of other
    working capital and operational needs.

To successfully navigate through their Chapter 11 cases, the
Debtors need to maintain sufficient liquidity to support the
continued ordinary course business operations, and immediate
access to Cash Collateral will enable the Debtors to demonstrate
to their vendors, suppliers, customers and employees that they
have sufficient capital to ensure ongoing operations.

                   About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

(Bally Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BALLY TOTAL: Deadline to File Schedules Extended to Jan. 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Bally Total Fitness Holding Corp. and its affiliates'
deadline file their schedules of assets and liabilities and
statements of financial authorities until January 19, 2008.

Kenneth H. Eckstein, Esq., Kramer Levin Naftalis & Frankel LLP,
in New York, proposed counsel for Bally's Chapter 22 cases, told
the Court that the Debtors have thousands of potential creditors,
and their business operations require them to maintain voluminous
records and complex accounting systems.

Because of the numerous critical operational matters that the
Debtors' staff of accounting and legal personnel must address in
their Chapter cases, the Debtors related that they have not yet
completed compiling the information required to complete the
Schedules and Statements, and will not be able to do so within
the time specified in Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure.

The Debtors anticipate that they will require at least 60
additional days to complete their Schedules.

                   About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

(Bally Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BALLY TOTAL: Taps Kramer Levin As Counsel for Ch. 22 Case
---------------------------------------------------------
Bally Total Fitness Holding Corp. and its affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Kramer Levin Naftalis & Frankel LLP
as their counsel, nunc pro tunc to December 3, 2008.

Michael W. Sheehan, chief executive officer of Bally Total
Fitness Holding Corporation, tells the Court that Kramer Levin's
bankruptcy department has extensive experience in the field of
bankruptcy and creditors' rights and has represented debtors in
the largest and most complex Chapter 11 reorganization cases in
recent years.

Moreover, Mr. Sheehan says, Kramer Levin is familiar with the
Debtors' business operations and pending litigation matters as a
result of its prepetition involvement with the Debtors, and
having served as the Debtors' corporate counsel in October 2007.

Five months before the December 3 Petition Date, the Debtors
asked Kramer Levin to provide general bankruptcy and
restructuring advice, Mr. Sheehan relates.  Kramer Levin has been
active in the Debtors' bankruptcy and participated in
negotiations with creditor constituencies.  The firm has become
familiar with the Debtors' business affairs and capital
structure, as well as the most challenging issues in the Debtors'
bankruptcy cases.

Kramer Levin is expected to render legal services as the Debtors
may consider desirable, including:

  a. The administration of the Debtors' cases and exercise of
     oversight with respect to the Debtors' affairs;

  b. The preparation of necessary applications, motions,
     memoranda, orders, reports and other legal pleadings on
     the Debtors' behalf;

  c. Appearances in Court and at various meetings to represent
     the interests of the Debtors;

  d. Negotiating with the proposed debtor-in-possession
     lenders, as well as the Creditors' Committee, for the
     benefit of the Debtors' estates;

  e. Communication with creditors and other parties, as
     necessary; and

  f. The performance of other legal services for the Debtors in
     connection with the Chapter 11 cases, as required under
     the Bankruptcy Code and the Bankruptcy Rules, and the
     performance of other services in the interests of Debtors,
     including any general corporate legal services.

Kramer Levin will be compensated under hourly billing rates for
its professionals, subject to periodic review and adjustments:

     Position                 Hourly Rate
     --------                 -----------
     Partners                  $605-$900
     Counsel                   $620-$965
     Special Counsel           $560-$650
     Associates                $300-$625
     Legal Assistants          $225-$260

Kenneth H. Eckstein, Esq., attorney at Kramer Levin, discloses
that prior to the Dec. 3 Petition Date, the Debtors paid the firm
a $500,000 retainer.  Moreover, in the one year prior to the
Dec. 3 Petition Date, Kramer Levin received payments aggregating
approximately $3,427,843, in connection with its representation
as general corporate counsel, in connection with the negotiations
with the prepetition lenders and in connection with restructuring
efforts.

In addition, prior to the Dec. 3 Petition Date, Kramer Levin
agreed to write off and waive additional fees and expenses due
and owing, in the approximate amount of $292,083 in fees and
$31,495,82 in expenses.

Mr. Eckstein assured the Court that to the best of his knowledge,
neither his firm nor any of its employees has any adverse
interests with the Debtors, their creditors, or any other party
in interest, and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                 About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in Sept.
2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

(Bally Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


BANC OF AMERICA: S&P Junks Rating on Class O Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2005-4.
Concurrently, S&P affirmed its ratings on the remaining 21 classes
from this series.

The downgrades reflect credit concerns with nine of the 12 loans
in the pool that have reported debt service coverage of less than
1.0x.  They also reflect the expected potential minimal losses on
four of the five assets that are with the special servicer.

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

Twelve loans in the pool totaling $192.0 million (12%) have
reported low DSC.  S&P has credit concerns with nine of the 12
loans ($41.0 million, 3%).  The nine loans that are credit
concerns have an average balance of $4.6 million and have
experienced a weighted average decline in DSC of 35% since
issuance.  These loans are secured by a variety of multifamily,
office, and self-storage properties.  Net cash flow for these
loans has declined primarily because of low occupancy rates at the
collateral properties.  S&P expects one ($39.1 million) of the
three loans that is not a credit concern to have increased NCF
available for debt service, and the remaining two loans
($111.9 million) are expected to have sufficient net operating
income to support its debt service.

There are five assets totaling $37.2 million (2%) with the special
servicer, Orix Capital Markets LLC.  The largest, Newport Cove
Apartments, is secured by a 240-unit garden-style apartment
complex in Las Vegas. The $16.6 million (1%) loan was transferred
to the special servicer in October 2008 because the borrower
obtained unauthorized subordinate financing.  For the 12 months
ended Dec. 31, 2007, the DSC was 1.56x and the occupancy was 93%.
Orix is currently working with the preferred equity borrower to
resolve the delinquency.  At this time, Standard & Poor's does not
expect a loss.

The remaining four assets with Orix totaled $20.6 million (Friar's
Branch Crossing, $10.0 million; Lincoln Park 10 Building,
$4.6 million; Financial Plaza, $3.3 million; and South 75 Center,
$2.7 million) and are secured by suburban office and industrial
properties in various locations.  These loans were transferred to
Orix in November 2008 because the related tenant-in-common sponsor
and master tenant of each property filed for bankruptcy.  Each of
the properties securing these loans has occupancy in the high 80%
or low 90% range for the first half of 2008, and each reported DSC
above 1.50x for the year-end 2007.  Orix is currently evaluating
the situation to determine the best workout strategy. At this
time, S&P expects minimal losses, if any.

As of the Dec. 10, 2008, remittance report, the trust collateral
consisted of 125 loans with an aggregate principal balance of
$1.545 billion, compared with 128 loans totaling $1.586 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 100% of the loans in the pool. Forty-six
percent of the servicer-reported information was partial-year 2008
data, and the remainder was year-end 2007 information.  Based on
this information, Standard & Poor's calculated a weighted average
DSC of 1.50x, compared with 1.46x at issuance.  The current
weighted average DSC does not include amortization for loans
totaling 16% of the trust balance that have partial interest-only
(IO) periods.  All of the loans in the trust are current,
and five loans are with the special servicer.  To date, the trust
has experienced no losses.

The top 10 exposures secured by real estate have an aggregate
principal balance of $719.6 million (47%) and a weighted average
DSC of 1.43x, compared with 1.46x at issuance.  The DSC
calculation does not include additional debt service for two of
the top 10 exposures that have initial IO periods but did not
begin to fully amortize in 2008.  Two of the top 10 exposures are
on the master servicer's watchlist.  Standard & Poor's reviewed
the property inspection reports provided by Bank of America for
the assets underlying the top 10 exposures.  All of the properties
were characterized as "good."

The credit characteristics of the $17.4 million (1%) Sky Terrace
Apartments loan, secured by a 198-unit mid-rise multifamily
apartment complex in Los Angeles remain consistent with those of
an investment-grade rated obligation.  The master servicer
reported a DSC of 2.75x and an occupancy of 93% for the nine
months ended Sept. 30, 2008.  S&P's adjusted valuation for this
loan has increased 10% since issuance.

Bank of America reported a watchlist of 22 loans totaling
$266.5 million (17%), which includes two of the top 10 exposures.
The two top 10 exposures comprise 56% ($149.1 million) of the
watchlist balance.  Details of these two loan exposures are:

  -- The Pacific Arts Plaza, the largest loan on the watchlist and
     the largest exposure in the pool, has a trust balance of
     $110.0 million (7%) and a whole-loan balance of
     $270.0 million.  This loan, secured by four suburban, class
     A, office buildings and four free-standing restaurant
     buildings totaling 825,100 sq. ft. in Costa Mesa, California,
     is on the servicer's watchlist because it reported a low
     reported DSC of 0.99x for the nine months ended Sept. 30,
     2008.  Occupancy for the same period was 76%.

  -- The Colonade Apartments loan ($39.1 million, 3%), the ninth-
     largest exposure in the pool, is secured by a 535-unit mid-
     rise apartment complex in Jenkintown, Pennsylvania.  This
     loan is on Bank of America's watchlist because it reported a
     low DSC of 0.84x for the nine months ended Sept. 30, 2008.
     Occupancy for the same period was 91%.  The remaining loans
     are on the watchlist due to declines in DSC since issuance.

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

                          Ratings Lowered

            Banc of America Commercial Mortgage Inc.
   Commercial mortgage pass-through certificates series 2005-4

                      Rating
                      ------
      Class         To        From          Credit enhancement
      -----         --        ----          ------------------
      M             B         B+                         2.31%
      N             B-        B                          1.92%
      O             CCC+      B-                         1.54%

                        Ratings Affirmed

             Banc of America Commercial Mortgage Inc.
    Commercial mortgage pass-through certificates series 2005-4

     Class              Rating                Credit enhancement
     -----              ------                ------------------
     A-1                AAA                               20.53%
     A-2                AAA                               20.53%
     A-3                AAA                               20.53%
     A-4                AAA                               20.53%
     A-SB               AAA                               20.53%
     A-5A               AAA                               30.46%
     A-5B               AAA                               20.53%
     A-1A               AAA                               20.53%
     A-J                AAA                               14.24%
     B                  AA                                12.19%
     C                  AA-                               11.16%
     D                  A                                  9.24%
     E                  A-                                 8.08%
     F                  BBB+                               6.80%
     G                  BBB                                5.64%
     H                  BBB-                               4.11%
     J                  BB+                                3.59%
     K                  BB                                 3.08%
     L                  BB-                                2.57%
     XC                 AAA                                 N/A
     XP                 AAA                                 N/A

                      N/A - Not applicable.


BANC OF AMERICA: S&P Junks Ratings on Class N & O of Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2004-1.
Concurrently, S&P affirmed its ratings on the remaining 15 classes
from this transaction.

The lowered ratings reflect the expected credit support erosion
upon the eventual resolution of the three loans ($26.5 million,
2%) with the special servicer.  The lowered ratings also reflect
S&P's concerns with five ($14.9 million, 1%) of the 10 loans in
the pool that have reported low debt service coverage.

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

As of the Dec. 10, 2008 remittance report, there were two loans
($13.1 million, 1%) with the special servicer, Lennar Partners
Inc. One additional loan ($13.4 million, 1%) was transferred on
Dec. 12, 2008. Details concerning the loans are:

  -- The Sterling University Estates loan ($9.9 million, 0.9%) was
     transferred in February 2008 due to imminent default. The
     loan is secured by a 144-unit student housing property built
     in 2000 in Muncie, Indiana.  As of the beginning of the
     2008/2009 school year, the property was 88% leased; DSC was
     0.13x as of Dec. 31, 2007.  The loan has an appraisal
     reduction amount of $4.5 million in effect based on an April
     2008 appraisal of $7.0 million.

  -- The Lakewood Club Apartments loan ($3.2 million, 0.3%) was
     transferred due to imminent default in October 2008. The loan
     is secured by a 184-unit multifamily property built in 1961
     in Lakewood, Ohio, and renovated in 2001.  Economic occupancy
     as of Dec. 31, 2007, was 70%; the DSC for the same period was
     0.35x.  The special servicer is in the process of foreclosing
     on the property.  Standard & Poor's expects a significant
     loss upon the resolution of the loan based upon initial
     valuation estimates.

  -- The Honeywell Building (13.4 million, 1%) was transferred to
     the special servicer in December 2008 due to imminent
     default.  The loan is secured by a 181,596-sq.-ft. office
     building built in 1992 in Glendale, Arizona.  The property
     was 100% occupied by Honeywell International Inc., which
     vacated the premises on the date of its lease expiration,
     July 31, 2008.  The loan matured on Nov. 1, 2008, and the
     borrower has been unable to obtain financing.  Standard &
     Poor's expects a significant loss upon the resolution of the
     loan based on initial valuation estimates.

There are 10 loans in the pool ($46.5 million, 4%) with low
reported DSC.  The loans are secured by multifamily, office,
retail, industrial, and manufactured housing properties.  The
loans have experienced an average decline in DSC of 37% since
issuance.  Two of the 10 loans are specially serviced loans, and
seven are on the watchlist.  In addition to the two loans that are
specially serviced, Standard & Poor's has credit concerns with
five ($14.9 million, 1%) of the 10 loans.  The properties securing
these loans have experienced a combination of declining occupancy
and higher operating expenses since issuance.  The other three
loans that are not credit concerns have posted improved operating
performance based upon interim financial data provided by the
servicer.

As of the Dec. 10, 2008, remittance report, the collateral pool
consisted of 103 loans with an aggregate trust balance of
$1.124 billion, compared with 113 loans totaling $1.327 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 100% of the pool.  Ninety-eight percent
of the servicer-provided information was full-year 2007 or
interim-2008 data.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 2.07x for the pool, up from
1.59x at issuance.  There are two delinquent loans ($13.1 million,
1%) with the special servicer. To date, the trust has experienced
losses in the amount of $214,832.

The top 10 loans have an aggregate outstanding balance of
$499.8 million (45%) and a weighted average DSC of 2.58x, up from
1.89x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for nine of the assets
underlying the top 10 exposures.  All were characterized as
"good."

The credit characteristics of the Leo Burnett Building and the
Hines Sumitomo Life Insurance Portfolio loans remain consistent
with those of investment-grade rated obligations.  Details of
these loans are:

  -- The largest loan in the pool, the Leo Burnett Building loan,
     has a trust balance of $120.0 million (11%).  The loan is
     secured by a 1.1 million-sq.-ft. office building in Chicago.
     Based on a June 30, 2008, rent roll, the building was 99.9%
     occupied.  The DSC as of Dec. 31, 2007, was 3.45x.  Standard
     & Poor's adjusted valuation of the loan is comparable with
     the value at issuance.

  -- The second-largest loan in the pool, the Hines Sumitomo Life
     Office Portfolio, is encumbered by a $264.6 million A-note
     and a $51.8 million B-note.  The A-note is divided into two
     pari passu pieces, of which $104.6 million (9%) serves as the
     trust collateral.  The remaining $160.1 million A-note was
     securitized in the BACM 2003-2 transaction.  The loan is
     secured by three office buildings containing a total of 1.2
     million sq. ft. Two of the buildings are in New York, and the
     third is in Washington, D.C.  Based on a June 30, 2008, rent
     roll, the buildings were 82.6% occupied.  Dreier LLP leases
     101,604 sq. ft., or 35% of the net rentable square footage in
     the 499 Park Avenue building.  However, this space is master
     leased to Hines Sumitomo; this master lease has been in
     effect since issuance and expires on May 31, 2011.  Standard
     and Poor's adjusted valuation of this loan is comparable with
     the value at issuance.

Bank of America reported a watchlist of 19 loans with an aggregate
outstanding balance of $135.4 million (12%).

  -- The SBC Center loan is the largest loan on the watchlist and
     is also the ninth-largest loan in the pool. The loan has a
     balance of $28.2 million (3%) and is collateralized by a
     294,255-sq.-ft. office building in Troy, Michigan.  The loan
     appears on the watchlist because of the property's low
     occupancy rate.  Based on a Sept. 1, 2008, rent roll, the
     property was 76% occupied; at issuance, the property was 96%
     occupied. Ameritech Publishing occupies 179,460 sq. ft., or
     61% of the net rentable square footage. Its lease expires on
     Aug. 31, 2010.  The decline in occupancy at the property is
     attributed to the declining market conditions in the Michigan
     area.

  -- Although the third-largest loan in the pool, Firecreek
     Crossing ($42.0 million, 4%), is not currently on the
     servicer's watchlist, Standard & Poor's has credit concerns
     with this loan because Circuit City, which filed for
     bankruptcy on Nov. 10, 2008, occupies 45,524 square feet, or
     13% of the net rentable square footage.  The DSC excluding
     Circuit City's revenue is approximately 1.09x. Circuit City
     is still occupying its store at the center, but had stopped
     paying rent as of November 2008.  The loan is collateralized
     by a 347,651-sq.-ft. anchored retail center in Reno, Nevada.

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

                         Ratings Lowered

            Banc of America Commercial Mortgage Inc.
    Commercial mortgage pass-through certificates series 2004-1

      Class      To         From           Credit enhancement
      -----      --         ----           ------------------
      L          B+         BB-                         3.23%
      M          B-         B+                          2.49%
      N          CCC+       B                           2.19%
      O          CCC        B-                          1.90%

                         Ratings Affirmed

             Banc of America Commercial Mortgage Inc.
    Commercial mortgage pass-through certificates series 2004-1

      Class      Rating                    Credit enhancement
      -----      ------                    ------------------
      A-1A       AAA                                   17.40%
      A-2        AAA                                   17.40%
      A-3        AAA                                   17.40%
      A-4        AAA                                   17.40%
      B          AA+                                   14.59%
      C          AA                                    13.41%
      D          A+                                    10.75%
      E          A                                      9.57%
      F          BBB+                                   7.95%
      G          BBB                                    6.92%
      H          BBB-                                   5.15%
      J          BB+                                    4.56%
      K          BB                                     3.97%
      XC         AAA                                     N/A
      XP         AAA                                     N/A

                       N/A - Not applicable.


BERNARD L. MADOFF: Owner Under House Arrest; SEC Probes Records
---------------------------------------------------------------
Gregory Zuckerman and Kara Scannell at The Wall Street Journal
report that Bernard L. Madoff Investment Securities LLC owner
Bernard Madoff was placed under house arrest starting Wednesday.

According to Grant McCool and John Poirier at Reuters, a federal
judge ordered Mr. Madoff to be detained to his $7 million
apartment in New York.  The report says that the judge also
ordered Mr. Madoff's wife, Ruth, to surrender her U.S. passport by
noon on Thursday.  Citing a person familiar with the matter, David
Scheer and Allan Dodds Frank at Bloomberg News relate that
Ms. Madoff is being investigated by U.S. regulators over whether
she maintained secret records used in a $50 billion Ponzi scheme.

Court documents say that Mr. Madoff's sons, Andrew and Mark, who
worked with their father at Bernard L. Madoff Investment, told the
FBI last week that their father admitted to them that his business
was a "giant Ponzi scheme" and that investor losses surpassed at
least $50 billion.  Amir Efrati at WSJ relates that sources said
the amount represents the collective amount that investors
believed they had invested with Bernard L. Madoff Investment, and
not the amount they initially invested.

The Securities and Exchange Commission, court documents say,
discovered in 2006 that Bernard Madoff had misled the agency about
how he managed customer money but the agency wasn't able to
uncover the alleged Ponzi scheme.  The documents say that the
agency had requested that Mr. Madoff register his firm as an
investment adviser.

According to WSJ, Harry Markopolos, who sparked the investigation
with his campaign to persuade the SEC that Mr. Madoff's returns
were too good to be true, first studied Mr. Madoff's investment
performance 10 years ago, thinking that Mr. Madoff was running a
Ponzi scheme.  The SEC launched a probe on Jan. 4, 2006, based on
Mr. Markopolos' accusations.

On Dec. 16, 2008, the SEC's chairperson Christopher Cox said that
since the agency first took emergency action against Mr. Madoff
and Bernard L. Madoff Investment on Dec. 11, every necessary
resource at the SEC has been dedicated to pursuing the
investigation, protecting customer assets, and holding both
Mr. Madoff and others who may have been involved accountable, said
Mr. Cox.

SEC investigators are working with the trustee and other law
enforcement agencies to review vast amounts of records and
information involving Mr. Madoff and his firm.  Those records are
increasingly exposing the complicated steps that Mr. Madoff took
to deceive investors, the public and regulators.  Mr. Madoff kept
several sets of books and false documents, and provided false
information involving his advisory activities to investors and to
regulators.

Mr. Cox said that since Commissioners were first informed of the
Madoff investigation last week, the SEC has met multiple times on
an emergency basis to seek answers to the question of how
Mr. Madoff's vast scheme remained undetected by regulators and law
enforcement agencies for so long.  The SEC has learned that
credible and specific allegations regarding Mr. Madoff's financial
wrongdoing, going back to at least 1999, were repeatedly brought
to the attention of SEC staff, but were never recommended to the
Commission for action.  A consequence of the failure to seek a
formal order of investigation from the Commission is that subpoena
power was not used to obtain information, but rather the staff
relied upon information voluntarily produced by Mr. Madoff and his
firm.

In response, after consultation with the SEC, Mr. Cox has directed
a full and immediate review of the past allegations regarding
Mr. Madoff and his firm and the reasons they were not found
credible, to be led by the SEC's Inspector General.  The review
will also cover the internal policies at the SEC governing when
allegations such as those in this case should be raised to the
Commission level, whether those policies were followed, and
whether improvements to those policies are necessary.  The
investigation should also include all staff contact and
relationships with the Madoff family and firm, and their impact,
if any, on decisions by staff regarding the firm.

Mr. Cox also directed the mandatory recusal from the ongoing
investigation of matters related to SEC vs. Madoff of any SEC
staff who have had more than insubstantial personal contacts with
Mr. Madoff or his family, under guidance to be issued by the
Office of the Ethics Counsel.  These recusals will be in addition
to those currently required by SEC rules and federal law.

WSJ relates that federal investigators are still trying to
determine the extent of Mr. Madoff's fraud.  The report says that
Mr. Madoff's sons, Andrew and Mark, who worked with their father
at the firm, told the FBI last week that their father confessed to
them that his investment-advisory business was a "giant Ponzi
scheme" and that investor losses exceeded at least about
$50 billion, according to a criminal complaint filed by federal
prosecutors in Manhattan.  That figure represents the collective
amount that investors believed they had invested with the firm --
not the amount they initially invested, known as principal,
according to people familiar with the investigation.

Jane J. Kim at WSJ reports that affected investors shouldn't count
on the Securities Investor Protection Corp., which covers theft in
brokerage accounts.  Securities attorneys, according to WSJ, said
that SIPC is supported by brokerages' membership fees and has a
"miserly track record" of paying out claims.  SIPC's current
reserves may not be sufficient to handle potential losses from the
Madoff case, the report says, citing the attorneys.

According to WSJ, SIPC covers losses up to $500,000 per client,
which includes $100,000 on claims for cash.  The report states
that when a brokerage firm goes bankrupt, SIPC will step in to
help transfer investors' holdings to another firm.  The report
says that with Bernard L. Madoff Investment, it's unlikely that
SIPC and the trustee will be able to transfer clients' accounts to
a solvent brokerage firm, and experts said that this would mean
that it could be months or years before SIPC begins paying out
claims.

                     About Bernard L. Madoff

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

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

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.


BH S&B: Creditors Committee Opposes $60-Mil. DIP Loan
-----------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of BH S&B Holdings LLC, the new owner of Steve &
Barry's stores, oppose approval of the $60 million DIP loan that
will be used to fund the company's liquidation.

According to Bloomberg's Bill Rochelle, the Creditors Committee
makes a familiar contention that the loan too much benefits the
secured lender and provides nothing for unsecured creditors.

Ableco Financing LLC will finance BH S&B's DIP facility.  Ableco
is the same lender who provided BH S&B with $165 million to
finance the acquisition Steve & Barry.

                         About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent


BIMINI CAPITAL: Sets Meetings for PreTSL XXI and XX Noteholders
---------------------------------------------------------------
Bimini Capital Management, Inc., has scheduled conference calls
for registered noteholders of Preferred Term Securities XX, Ltd.
(PreTSL XX), and Preferred Term Securities XXI, Ltd. (PreTSL XXI)
for:

   -- Thursday, Dec. 18, 2008, at 10:00 a.m. Eastern Time; and
   -- Thursday, January 8, 2009, at 10:00 a.m. Eastern Time.

In the Dec. 18, 2008 conference call, the company's management
will first provide an update on the company's financial position
and will review the company's third quarter 2008 financial
results, following which, the call will be opened to registered
noteholders of PreTSL XX and PreTSL XXI to discuss, to the extent
the noteholders desire to do so, the possible formation of an
informal working group that could facilitate discussions among
registered noteholders of PreTSL XX and PreTSL XXI.  The
discussions may include the development and consideration of
restructuring alternatives for the company's junior subordinated
debentures held by Bimini Capital Trust II, the Fixed/Floating
Rate Capital Securities which are held by PreTSL XX and PreTSL
XXI.

Interested persons may access each call by dialing (800) 218-0713
or (303) 262-2125, confirmation code: 11123469.  Each of these
conference calls will also be accessible via an online Web
simulcast through the company's web site at
http://www.biminicapital.com/ An online replay of each call will
be available through the company's website approximately two hours
following the conclusion of the live broadcast of each call and
will continue for 30 days.

                 About Bimini Capital Management

Based in Vero Beach, Florida 3Bimini Capital Management, Inc. --
http://www.biminicapital.com/-- is a REIT that invests primarily
in, but is not limited to, residential mortgage-related securities
issued by the Federal National Mortgage Association (Fannie Mae),
the Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Government National Mortgage Association (Ginnie Mae).

At Sept. 30, 2008, Bimini Capital Management, Inc.'s consolidated
assets showed $291.9 million in total assets, $320.6 million in
total liabilities, and $28.7 million in stockholders' deficit.

Bimini Capital reported a loss from continuing operations of
$2.3 million for the three month period ended Sept. 30, 2008,
compared with a loss from continuing operations of $3.2 million
for the corresponding prior year period.  Including discontinued
operations, net loss was $14.4 million for the three month period
ended Sept. 30, 2008, compared with a net loss of $4.7 million for
the corresponding prior year period.


BLINK LOGIC: Sells $1.67MM of Discount Senior Secured Debentures
----------------------------------------------------------------
Blink Logic Inc. entered into a securities purchase agreement,
pursuant to which it issued and sold $1,666,500 of its original
issue discount senior secured debentures due Oct. 31, 2010, to
accredited investors in a private placement.  The aggregate sales
price of the Debentures was $1,500,000.  After deducting the
expenses of the private placement the company received net
proceeds of approximately $1,457,500.  Pursuant to the Purchase
Agreement, the Purchasers also received warrants to purchase up to
6,249,375 shares of the company's common stock.

In connection with the issuance of the Debentures and Warrants
pursuant to the Purchase Agreement, the company is required to
seek shareholder approval to increase the authorized shares of its
common stock from 42,857,143 to 500,000,000.

The initial conversion price of the Debentures is $0.20 per share.
If the Company issues common stock at a price that is less than
the effective conversion price, or common stock equivalents with
an exercise or conversion price less than the then effective
conversion price, the conversion price will be reduced to such
price.

In addition, pursuant to the Purchase Agreement, the company
executed a security agreement pursuant to which it granted a
security interest and lien on all of its assets.  Pursuant to the
Security Agreement, the lien will terminate when the note and all
amounts due in connection with the Debentures are satisfied and
all other obligations have been paid, discharged or satisfied in
full.  The company's subsidiary, Blink Logic Corp., also entered
into a guarantee agreement pursuant to which it guaranteed the
obligations of the company pursuant to the Purchase Agreement and
the documents entered into in connection therewith.  In addition,
as a condition to completing the private placement, certain
previous investors of the company entered into an agreement with
the company, pursuant to which the Prior Purchasers consented to
the private placement and agreed to waive certain rights,
including, but not limited to, their right to participate in
future financings.

As an additional condition to completing the private placement,
the certain existing creditors of the company entered into an
agreement with the company, pursuant to which the Existing
Creditors agreed, among other things, that the amounts owed under
the Debentures shall rank senior to amounts owed to the Existing
Creditors and any sums currently owing to the Existing Creditors
will rank pari passu with each other.

A full-text copy of the 8K filing is available for free at
http://ResearchArchives.com/t/s?3673

                       About Blink Logic Inc.

Headquartered in Mill Valley, California, Blink Logic Inc.
(OTC:BLKL) -- http://www.blinklogic.com/-- develops and markets a
Web-based, front-end dashboard software product for business
intelligence platforms.  The product allows an end user to create
visual and interactive dashboard views on top of their existing
databases and data cubes.  It develops enterprise business
intelligence front-end applications that integrate with both of
the back-end infrastructure platforms of Microsoft Corporation and
Cognos Corporation.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $785,051 and total liabilities of $4,610,638 resulting in a
stockholders' deficit of $3,825,587.

For three months ended Sept. 30, 2008, the company reported net
income of $85,698 compared to net loss of $1,543,077 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $6,303,094, compared with net loss of $2,942,960 for the same
period in the previous year.

                       Going Concern Doubt

KPMG LLP, in Ottawa, Canada, expressed substantial doubt about
Blink Logic 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 reported that the company has negative working
capital at Dec. 31, 2007, and has incurred recurring losses, as
well as recurring negative cash flow from operating activities and
has an accumulated deficit.  The auditing firm added that the
company's economic viability is dependent on its ability to
generate additional sales and finance operational expenses.


BOSTON GENERATING: S&P Junks Rating on $1.13 Bil. First-Lien Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Boston Generating LLC's $1.13 billion first-lien term bank loan,
the $250 million first-lien letter of credit, both due 2013, and
the $70 million first-lien revolver due in 2011 to 'CCC+' from
'B-'.  The '1' recovery rating on these facilities is unchanged,
and indicates lenders can expect very high recovery (90%-100%)
recovery in the event of payment default.  At the same time, S&P
lowered the rating on the $350 million second-lien term bank loan
due 2016 to 'CCC-' from 'CCC', and revised the recovery rating on
the loan to '6' (indicating that lenders can expect negligible
recovery (0%-10%) recovery in the event of payment default) from
'4'.  The outlook is negative.

The ratings downgrades are driven by S&P's expectation that the
electric power project will be challenged to generate sufficient
cash flows to cover its obligations in the first-quarter 2010 and
is more vulnerable to a near-term default on its obligations.
This is due to S&P's expectations of lower energy revenues and
that capacity prices are fixed at a low rate for the near term.
S&P anticipates that the project will likely exhaust the post-
closing contingency account that can be used to meet any
shortfalls in covenant ratio requirements in the second-quarter
2009.  Given the possible residual shortfall in second-quarter
2009 and onward there would likely be a technical default.

The change in recovery rating on the second lien is driven by:
The low forward capacity market auction results on Dec. 10, 2008
for the period June 2011 through May 2012.

"Our expectation that under the most likely default scenario the
next FCM auction for the period June 2012 through May 2013 may
also be low, and That FCM prices may not start to recover until
after that and at prices moderate to market forecasts," S&P says.

Boston Gen owns generating assets with a total capacity of about
3,000 megawatts through its primary subsidiaries Mystic I LLC,
Mystic Development LLC, and Fore River Development LLC, which
guarantee Boston Gen's loans.

"The negative outlook on Boston Gen reflects our concern that
financial performance will continue to deteriorate and that there
is a chance of at least a default in 2009," said Standard & Poor's
credit analyst Trevor D'Olier-Lees.

S&P will lower ratings further if the project announces its
intentions to restructure or if there is a major operational
problem.  Prospects for an outlook revision to stable in the near
term are unlikely given that FCM is fixed in the near term and
that the liquidity could be exhausted in 2009.  The project is
considering options that might improve liquidity in the near term.
These include the possible unwinding of the Credit Suisse hedges,
deferral of acquiring carbon dioxide allowances, a change to
limits on capital expenditures that might reduce operational
expenses, and changes in security interests that might reduce
collateral requirements of up to $135 million and hence possible
interest expense reduction.  These changes might extend the PCCA
for one to two quarters; however, S&P expects cash flow coverage
to be vulnerable 2010 onward.  Any changes in the security package
could be detrimental to recovery prospects of the first lien.


CANADIAN TRUST: Investors Panel Seeks Add'l C$9.5-B In Federal Aid
------------------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
Asset Backed Commercial Paper, a panel consisting of 17 banks and
financial institutions overseeing the restructuring of Canada's
frozen non-bank ABCP, is seeking another C$9.5 billion from
"external sources" to backstop the ABCP rescue plan, according to
The Financial Post.  The Investors Committee has tapped the
federal government for the much needed funds.  The panel has been
in discussions with the Department of Finance for a possible role
of the government in the matter, the newspaper noted.

Jim Flaherty, the Canadian Minister for Finance, said he is
engaged in talks with his "provincial counterparts" for loan
guarantees to backstop the ABCP rescue deal, Bloomberg News
related in a separate report.  He has refused to give details
though.  "We all have responsibilities to our taxpayers and
responsibilities to be cautious in our reviews, and that is what
is happening now," Reuters quoted Mr. Flaherty as saying.  He
noted though that if arranged, any assistance would be less than
the widely reported C$10 billion.

The provinces of Ottawa, Alberta and Quebec are contemplated to
be tapped for the loan guarantees as certain of these provinces'
institutions hold ABCP, resulting in the provinces having
considerable exposure to the affected ABCP.  ReportonBusiness.com
notes that Quebec's pension fund, the Caisse de depot et
placement du Quebec, holds C$12.6 billion of ABCP and Alberta's
government owned bank, ATB Financial, owns $1.2 billion of ABCP.

Ottawa is said to be in favor of joining Alberta and Quebec in
the rescue plan, according to reports.  Alberta and Quebec,
however, are not so enthusiastic about any additional ABCP
action from their end.  Both provinces, according to
ReportonBusiness.com, assert that they have done their part by
funding collateral to Caisse and ATB Financial in the early
stages of the ABCP turmoil.

Sources familiar and close to the ABCP restructuring predict that
without government help, the implementation of the ABCP rescue
deal could ultimately be unsuccessful, ReportonBusiness.com
relayed.

Mark Carney, the governor of Bank of Canada, nevertheless, has
said that the Canadian capital markets are "resilient" and could
survive a failure of the ABCP restructuring, ReportonBusiness.com
added.  Mr. Carney, however, maintained that he is not advocating
a restructuring collapse.  He also averred that the decision on
whether to extend federal assistance to the ABCP deal is
"entirely" the government's call.

The Investors Committee says it continues to work towards full
implementation of the ABCP rescue plan.  Among other things,
aside from seeking an additional $9.5 billion margin facility,
the ABCP participants have also agreed in principle to a
moratorium period for collateral calls.

The Ontario Court-appointed Monitor for the ABCP proceedings,
Ernst & Young Inc., has noted that some ABCP participants haven't
signed on the restructuring proposal yet.  It is also a
possibility that some participants might back out of the deal.
Bloomberg News added that Deutsche Bank AG, a participant in the
ABCP Plan, has recently "passed on an option to call its Jan. 16,
2014 debentures because replacements would be more expensive."

The Investors Committee has missed several self-imposed deadlines
on the Plan implementation.  The Financial Post pointed out that
among the factors that delayed the full implementation of the
Canadian ACBP Plan are the recent bankruptcy filings of U.S.
companies whose debt constitutes part of "reference debt" that
certain notes related to the ABCP are tied to.    Among those
companies are Tribune Co., Lehman Brothers, Washington Mutual,
Tembec Industries Inc., and Fannie Mae and Freddie Mac, the news
source cited.

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: Restructuring Completion Process to Begin Dec. 19
-----------------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
Asset Backed Commercial Paper disclosed that an agreement in
principle has been reached among the participants in the Canadian
ABCP restructuring.  The agreement, which is subject to formal
approval to key participants, will result in significant
improvements to the restructuring Plan.

A process for completion of the restructuring will commence on
December 19, 2008, and is expected to close in January 2009, the
Investors Committee said.

The key elements in the proposed improvements are:

  * an initial moratorium period during which no collateral
    calls may be made;

  * a widening of certain 'spread-loss' triggers, which will be
    relevant upon expiry of the moratorium, rendering the
    triggering of collateral calls more remote; and

  * additional $9.5 billion margin facilities in the form of
    "back-stop" arrangements ranking senior to all other
    previously agreed margin funding facilities and collateral,
    in the aggregate amount of $39,000,000,000, which will be
    drawn upon only in the event that all available collateral
    has been fully-utilized.

Purdy Crawford, the Pan-Canadian Committee's chairman, said, "The
Canadian and international credit markets have experienced
extraordinary volatility in recent months.  We believed in March
of this year, that we had constructed a solution that could
withstand what lay ahead.  The market conditions have worsened
beyond all our expectations.  The transaction enhancements we
have proposed will allow participants to meet their ratings
objectives, will allow a meaningful window of time for our
markets to normalize and will also provide substantial additional
flexibility if they worsen further.  The Investors Committee
continues to be supportive of the ABCP restructuring and welcomes
these proposed enhancements.

The Investors Committee disclosed that it intends to seek a
further extension of the Court-imposed CCAA stay to January 16,
2009, which will expire on December 19, 2008.

          Plan Implementation Moved to December 2008

The Investors Committee previously noted that the ABCP
restructuring plan was to be completed by the end of November
2008.  That plan didn't materialize though.

The large number of participants, as well as the complexity of
the required documentation and the recent volatility in the
global financial markets, contribute to the delay, the Investors
explained in a separate press release.

Despite the delay, the Investors assure that they have made
significant progress over the past several weeks towards settling
issues and completing the required documentation to implement the
restructuring.

"We acknowledge that it's taking longer than we would wish and we
apologize to all stakeholders for this further delay," Purdy
Crawford, the Pan-Canadian Committee's chairman, said in a press
statement.  "The spirit of cooperation that has prevailed among
the participants to the restructuring continues and we are
focused on getting this deal done as soon as humanly possible."

                   Canaccord Reacts to Delay

Mark Maybank, president and chief operating officer of Canaccord
Capital Corporation, assured the firm's clients in a November 25,
2008, letter that the Canaccord Relief Program remains fully
funded.  He noted that the Investor Committee has not indicated
when the restructuring plan may be completed.

"We are extremely disappointed by this delay," Mr. Maybank stated
in reference to the Canadian ABCP plan implementation.  He
maintained that Canaccord continues to encourage a swift
implementation of the ABCP Restructuring Plan on their behalf.

A full-text copy of Canaccord's November letter is available for
free at http://bankrupt.com/misc/ABCP_25Nov2008Letter.pdf


CANADIAN TRUST: CCAA Stay Extended Until December 19
----------------------------------------------------
The Investors representing the Pan-Canadian Investors Committee
for Third Party Structured Asset Backed Commercial Paper sought
and obtained an order from the Superior Court of Justice
(Commercial List) for the Province of Ontario, extending the stay
protection from certain creditors under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended, through
December 19, 2008.

The Investors Committee's recent request came in light of the
Committee's announcement of the postponement of the full
implementation of the ABCP Restructuring Plan through December
2008.

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: RBS Not a Signatory to Montreal Accord
------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
Asset Backed Commercial Paper informed investors that one of the
assets held in the Structured Investment Trust III -- a
C$230,000,000 leverage credit default swap with the Royal Bank of
Scotland, as counterparty -- is not covered by the
standstill agreement, since RBS is not a signatory to the
Montreal accord.

According to the Investors Committee, the breach of the spread-
loss trigger for the credit default swap resulted in a
$60,000,000 collateral call made by RBS on October 10, 2008.  The
collateral call was withdrawn on November 3 due to a subsequent
market improvement.  However, the original breach has
subsequently altered the terms of future trigger events, which
will now be based on a market-to-market mechanism.

The Investors Committee assures its clients that the developments
will not impact the Credential Relief Program, and remains
optimistic that the ABCP Restructuring will be implemented as
soon as the Plan is completed.

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CANADIAN TRUST: Monitor's 15th Report On Canadian ABCP Trusts
-------------------------------------------------------------
Ernst & Young, Inc., as monitor of the proceedings commenced by
the Pan-Canadian Investors Committee for Third-Party Structured
Asset-Backed Commercial Paper under Canada's Companies' Creditors
Arrangement Act, delivered its fifteenth monitor report on
November 26, 2008, to the Ontario Superior Court of Justice, to
update the Honorable Justice Colin Campbell with developments in
the Applicants' CCAA proceedings.

The Monitor noted that on November 25, 2008, the Pan-Canadian
Investors Committee for Third Party Structured Asset Backed
Commercial Paper related that they no longer expected the ABCP
Restructuring to be completed by the end of October.  According
to the Monitor, the Investors Committee indicated that although
significant progress has been made towards completing the
documentation required for the ABCP Plan, the completion of the
transaction has taken longer than expected because of the large
number of participants, the complexity of the required
documentation involved in the process, and the recent volatility
in the global financial markets.

The Investor Committee's most recent announcement, the Monitor
pointed out, confirmed the commitment to implement the
restructuring at the earliest possible date, although it did not
indicate a specific time for the completion of the ABCP Plan.

                          RBS Trade

The Royal Bank of Scotland issued a collateral call notice on
October 10, 2008, requesting that an additional US$60,000,000 be
provided in respect of a leveraged credit default swap held by
Nemertes Credit Linked Certificate Trust Series 2005, a satellite
trust of Structured Investment Trust III.  The collateral call
was a result of the occurrence of a spread trigger event on
October 9, 2008.

The RBS Trade is a leveraged super senior transaction with a
C$2,300,000,000 total value representing 10.85% of the value of
underlying Series A and 4.30% of the value underlying Series E of
the SIT III.

On November 3, 2008, the index spreads dropped to a level where
the spread trigger event was eliminated. Consequently, the
Satellite Trust was no longer required to post the additional
collateral requested by RBS.

According to the Monitor, following November 3, 2008, the
triggers will no longer be based spread loss triggers, but on
mark to market valuations of the reference tranche.  Hence, RBS
may deliver additional trigger notices depending on market
fluctuations.

RBS is not a party to the Montreal Accord and thus is not
affected by the ABCP Plan.

                   Conduits' Cash Balances

As of August 31, 2008, the Conduits reported an aggregate cash
balance of about C$6,000,000,000 and an increase in that cash
balance of approximately C$200,000,000 from July 31, 2008.

The August 31, 2008 aggregate cash balance is approximately C$0.1
million or 1.3% higher than the aggregate cash balance projected
in the Current Cash Flow Projections.

Individually, there were no significant variances in the
Conduits' August 2008 cash flows, compared to the projections by
the Sponsors.

A full-text copy of the 15th Monitor Report is available for free
at http://bankrupt.com/misc/ABCP_15thMonitorReport.pdf

                            About ABCP

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CDX GAS: Section 341(a) Meeting Scheduled for Jan. 22, 2009
-----------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 7, will
convene a meeting of creditors of CDX Gas LLC and its debtor-
affiliates on Jan. 22, 2009, at 10:00 a.m., at 515 Rusk Avenue,
Suite 3401, 3rd Floor in Houston, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About EZ Lube LLC

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com-- provide oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.  The
company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection
on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256).
The Debtors proposed Broadway Advisors LLC as financial advisor;
Coffey Management Company as chief restructuring advisor; and
Kurztman Carson Consultants LLC as notice, claims and solicitation
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


CDX GAS: Gets Initial Approval to Use Banks' Cash Collateral
------------------------------------------------------------
The Hon. Letitia Z. Clark of the United States Bankruptcy Court
for the Southern District of Texas authorized CDX Gas LLC and its
debtor-affiliates to access, on an interim basis, cash collateral
securing repayment of secured loan to secured lenders Bank of
Montreal and Credit Suisse until Jan. 9, 2009.

According to their motion, the Debtors have an immediate need for
use of cash collateral to continue the operation of their
business.  The absent of cash collateral, they will be unable to
pay wages, salaries, rent and general and administrative operating
expenses, drilling costs, lease acquisition and maintenance costs
and other similar expenses necessary to maintain their business,
the Debtors assert.

The Debtors said they would be compelled to shut down all of their
operations in the event they are denied to access cash collateral.

Harry Perrin, Esq., at Vinson & Elkins LLP, said the secured
lenders are adequately protected.  Mr. Perrin tells the Court that
there is a significant equity cushion in the prepetition
collateral over the total of the first lien indebtedness to
protect the first lien lenders against any decrease in the value
of their interest in the prepetition collateral.

Mr. Perrin further said that the Debtors propose to (i) continue
to pay and keep current accruing interest at the default rate
under their first lien credit agreement; and (ii) provide the
secured lenders adequate protection of their collateral and other
prepetition collateral interest.

Mr. Perrin related that the Debtors entered into separate
agreements with the banks in March 31, 2006.  He noted that Bank
of Montreal provided about $150 million in revolving credit loan
under a first lien credit agreement due 2011, with an initial
borrowing base of $75 million.  The agreement is full drawn with a
principal balance outstanding of $75 million as of the Debtor's
bankruptcy filing, Mr. Perrin added.

In addition, Credit Suisse provided $400 million in term loan
facility under a second lien credit agreement due 2013, which is
secured by a subordinate lien on substantially all of the Debtors'
assets, Mr. Perrin related.

A hearing is set for Jan. 8, 2009, at 2:00 p.m., to consider final
approval of the Debtors' motion.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?3667

                         About EZ Lube LLC

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com-- provide oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.  The
company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection
on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256).
The Debtors proposed Broadway Advisors LLC as financial advisor;
Coffey Management Company as chief restructuring advisor; and
Kurztman Carson Consultants LLC as notice, claims and solicitation
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


CDX GAS: Seeks Feb. 15 Deadline for Filing Proofs of Claim
----------------------------------------------------------
CDX Gas LLC and its debtor-affiliates ask the Hon. Letitia Z.
Clark of the United States Bankruptcy Court for the Southern
District of Texas to establish Feb. 15, 2009, as deadline for
creditors to file proofs of claim.

The Debtors say setting the bar date at Feb. 15, 2009, will enable
them to obtain complete and accurate information regarding the
natured, validity and amount of all claims that will be asserted
in these Chapter 11 cases.  The requested deadline will allow all
parties to review their schedules, the Debtor say.  The Debtor has
until Jan. 12, 2009, to file their schedules.

A hearing is set for Dec. 23, 2008, at 10:30 a.m., to consider the
motion.

                         About EZ Lube LLC

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com-- provide oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.  The
company and Xpress Lube-Tech, Inc. filed for Chapter 11 protection
on December 8, 2008 (Bankr. D. Del. Lead Case. No.: 08-13256).
The Debtors proposed Broadway Advisors LLC as financial advisor;
Coffey Management Company as chief restructuring advisor; and
Kurztman Carson Consultants LLC as notice, claims and solicitation
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


CENTRO NP: Moody's Affirms 'Caa1' Senior Unsecured Debt Ratings
---------------------------------------------------------------
Moody's Investors Service has affirmed the senior unsecured debt
ratings of Centro NP LLC (formerly New Plan Excel Realty Trust,
Inc.) at Caa1.  The company announced on December 16 that its
lenders provided a one-month interim extension to the December 15,
2008 refinancing deadline for US and Australian debt in order to
allow time to complete documentation for the refinancing and
stabilization plan.  The ratings remain on review for possible
downgrade.

These rating actions reflect the new US$370 million facility being
provided to Centro NP's parent (Super LLC) to repay indebtedness
and Centro NP's currently outstanding US$307 million revolving
line of credit being extended for two years.  Moody's acknowledges
that Centro NP has a defensive portfolio that may afford
opportunities for asset sales or financing to pay off debt, which
may heighten leverage and secured debt.  Moody's review will focus
on the final capital structure and strategic profile of the
company in light of Centro NP's and Centro Properties Group's
refinancings.  The Super LLC bridge facility is expected to be
converted into term loans maturing in two years.  Moody's will
continue to monitor Centro NP's compliance with its bond covenants
and the quality and composition of its portfolio as it works
through the stabilization plan.  The maturity date of both the
Super LLC bridge facility and the Centro NP line of credit will be
December 2010.

A confirmation of the Caa1 rating with a stable outlook would be
contingent upon Centro Property Group and Centro NP refinancing
debt by the January 2009 deadline without materially pressuring
their leverage, secured debt, and other credit metrics, while
complying with bond covenants.  In addition, Moody's stated that
Centro will need to document the plan announced on December 16 to
refinance/restructure Centro Property Group's and Centro NP's
debt.  A downgrade would most likely reflect further extensions
for Centro NP to refinance its line and/or Centro Properties Group
to refinance its debt, failure to close on the announced plan to
refinance/restructure Centro NP's and Centro Property Group's
debt, noncompliance with bond covenants at the Centro NP level,
acceleration of bond payments and failure to repay, a firesale of
assets, or a bankruptcy filing.

The last rating action with respect to Centro NP was on
September 29, 2008 when its ratings were downgraded to Caa1. The
ratings were placed under review for possible downgrade.

These ratings were affirmed at Caa1; continuation of review for
possible downgrade:

  * Centro NP LLC -- Senior unsecured debt at Caa1; medium-term
    notes at Caa1.

Centro NP LLC, headquartered in New York City, owns and operates
community and neighborhood shopping centers.  The company had
assets of $4.4 billion and equity of $2.2 billion at September 30,
2008.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA.  The company has
A$22.6 billion in assets under management.


CENTURY ALUMINUM: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Century Aluminum Company's
ratings (including corporate family rating to B2 from Ba3) and
kept the ratings under review for further possible downgrade.

These actions reflect Moody's expectation that CENX could face
significant cash flow deterioration given the precipitous drop in
aluminum prices and the company's high cost structure relative to
its peers.  Based on CENX's third quarter financial statements,
Moody's estimates the company's cash costs averaged approximately
$0.85/lb through the first nine months of 2008.  While some of the
costs may migrate down over time in the lower price environment,
Moody's notes that current aluminum prices are averaging in the
mid-$0.60/lb range.  In Moody's opinion, the aluminum industry is
experiencing profoundly weak conditions characterized by
increasing inventory levels and weak prices which are unlikely to
change in the near-term.  As a result, Moody's expects that CENX's
liquidity position could rapidly decline and become a significant
constraining factor especially given the nature of the company's
$100 million borrowing base facility.

CENX recently announced plans to shut down one potline at its
Ravenswood aluminum smelter and issued a Worker Adjustment and
Retraining Notice advising employees of plans to potentially shut
the entire Ravenswood facility beginning February 15, 2009 if the
LME price for aluminum does not stabilize and the company is
unable to attain relief in its cost structure.  While the shutdown
should help to stem some of the cash drain given that Ravenswood
is among the higher cost of CENX's facilities, Moody's believes
the company will have to take significant, additional steps to
preserve its liquidity position.

The continuing review for downgrade will focus on the measures the
company can take to improve its cost structure on a sustainable
basis, the strategy it can implement to deal with what is expected
to be a protracted weakness in the aluminum industry given its
supply and sales contracts, and the potential for any capital
structure change.  The review will also incorporate an assessment
of the company's ability to maintain a solid liquidity profile.
Moody's maintains a negative outlook for the base metals sector
which was assigned on November 18, 2008.

These ratings were impacted by the action and remain under review
for possible downgrade:

  - Corporate Family Rating lowered to B2 from Ba3

  - Probability of Default Rating lowered to B2 from Ba3

  - 1.75% Convertible Senior Note rating lowered to B3 (LGD 4;
    66%) from B1 (LGD 5; 77%)

  - 7.5% Senior Unsecured Note rating lowered to B3 (LGD 4; 66%)
    from B1 (LGD 5; 77%)

The prior rating action for Century Aluminum Company was on
December 4, 2008, when the company's Ba3 corporate family rating
was placed under review for possible downgrade.  The review was
prompted by the substantive deterioration in aluminum markets and
the consequent impact on the company's performance given its
higher cost profile than many global competitors.

Headquartered in Monterey, California, Century is the third
largest primary aluminum producer in North America with ownership
interests in four aluminum production facilities.  CENX had
revenues of approximately $2 billion over the twelve month period
ending September 30, 2008.


CHECKSMART FINANCIAL: Moody's Withdraws 'Caa2' Corporate Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Checksmart
Financial Company: Corporate Family rating of Caa2, a senior
secured first lien term loan and first lien revolving credit
facility rating of Caa2, and a senior secured second lien term
loan rating of Ca.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain the ratings.  Please refer to
Moody's Withdrawal Policy on http://www.moodys.com/

The last rating action on Checksmart was on December 16, 2008,
when Moody's confirmed the ratings and assigned a negative
outlook.


CHEMTURA CORP: S&P Downgrades Senior Unsecured Debt Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior unsecured debt ratings on Chemtura
Corp. to 'B' from 'BB-' and placed the ratings on CreditWatch with
negative implications.  The recovery rating on the company's
senior unsecured notes is unchanged at '4', indicating
expectations of average (30%-50%) recovery in the event of a
payment default.

The downgrade reflects the increasingly challenging operating
environment and declining volumes in the fourth quarter of 2008
primarily related to Chemtura's polymer additives and performance
specialties business segments, which serve electronic, polyolefin,
building and construction and general industrial applications.

"The operating weakness is fairly widespread across the industry,
but the downgrade and CreditWatch listing reflects S&P's concern
over the possibility of a near-term violation of Chemtura's total
leverage covenant under its credit agreement and the upcoming debt
maturity of the $370 million of 7% notes in July 2009," said
Standard & Poor's credit analyst Liley Mehta.  "We are
particularly concerned that the company could be challenged to
meet its financial covenants given market conditions."

The company had very limited room under the leverage covenant.
Compliance could be a challenge in 2009 as well if earnings
decline and debt remains consistent with the level at the end of
the 2008 third quarter.

"In resolving the CreditWatch listing, S&P will reassess the
prospects for operating performance in 2009 and monitor the
progress in attaining a waiver or amendment to the senior credit
facility," Ms. Mehta said.  "We also plan to monitor the company's
progress regarding a potential business divestiture, the proceeds
of which would be used to redeem the $370 million notes.  S&P
could lower the rating further within the next few months if the
company is unable to preserve sufficient liquidity under its
revolving credit facility or if it is unable to demonstrate an
adequate plan to address the upcoming refinancing."


CHL MORTGAGE: Moody's Downgrades Ratings on 293 Tranches
--------------------------------------------------------
Moody's Investors Service has downgraded 293 tranches and
confirmed 4 tranches from 23 Jumbo transactions issued by CHL in
2006 and 2007.

The collateral backing these transactions consists primarily of
first-lien, fixed-rate, prime Jumbo mortgage loans.  The actions
are triggered by higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
currently available credit enhancement levels.  The actions listed
below reflect Moody's revised expected losses on the Jumbo sector
announced in a press release on September 18th, and are part of
Moody's on-going review process.

Moody's final rating actions are based on current ratings, level
of credit enhancement, collateral performance and updated pool-
level loss expectations relative to current level of credit
enhanacement.  Moody's took into account credit enhancement
provided by seniority, cross-collateralization, time tranching,
and other structural features within the Aaa waterfalls.

Complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2006-11

  -- Cl. 1-A-1, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ba2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Ba1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-12

  -- Cl. A-1, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-13

  -- Cl. 1-A-1, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-7, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-8, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-9, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-10, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-11, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-12, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-13, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-14, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-15, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-16, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-17, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-18, Downgraded to Baa, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-19, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-20, Downgraded to Baa, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-21, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-22, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-23, Downgraded to Baa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-24, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-25, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-26, Downgraded to Baa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-14

  -- Cl. A-1, Confirmed at Aaa, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Confirmed at Aa1, previously on 10/6/2008 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. X, Confirmed at Aaa, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-15

  -- Cl. A-1, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Aa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to A3, previously on 10/6/2008 Aa1
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Aa2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-17

  -- Cl. A-2, Downgraded to Aa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-18

  -- Cl. 2-A-1, Downgraded to Aa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 2-A-4, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-19

  -- Cl. 1-A-1, Downgraded to Aa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Aa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-5, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-6, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-7, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-8, Downgraded to A3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to Aa1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-20

  -- Cl. 1-A-1, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-5, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-6, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-7, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-8, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-9, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-10, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-11, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-12, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-13, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-14, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-15, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-16, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-17, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-18, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-19, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-20, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-21, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-22, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-23, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-24, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-25, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-26, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-27, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-28, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-29, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-30, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-31, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-32, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-33, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-34, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-35, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-36, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-37, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-21

  -- Cl. A-4, Downgraded to Aa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-6

  -- Cl. A-1, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-8

  -- Cl. 1-A-1, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-X, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 2-A-1, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 3-A-1, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 3-X, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2006-J4

  -- Cl. A-1, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Baa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Baa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to Baa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-10

  -- Cl. A-19, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-20, Downgraded to B2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-11

  -- Cl. A-4, Confirmed at Aaa, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to Aa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-13

  -- Cl. A-7, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-14

  -- Cl. A-1, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-2

  -- Cl. A-18, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-3

  -- Cl. A-23, Downgraded to A2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-4

  -- Cl. 1-A-1, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-2, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-3, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-4, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-5, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-6, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-7, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-8, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-9, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-10, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-11, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-12, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-13, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-14, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-15, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-16, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-17, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-18, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-19, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-20, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-21, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-22, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-23, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-24, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-25, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-26, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-27, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-28, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-29, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-30, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-31, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-32, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-33, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-34, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-35, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-36, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-37, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-38, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-39, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-40, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-41, Downgraded to Ba1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-42, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-43, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-44, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-45, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-46, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-47, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-48, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-49, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-50, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-51, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-52, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-54, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-55, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-56, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-57, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-58, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-59, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-60, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-61, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-62, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-63, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-64, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-65, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-66, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-67, Downgraded to Ba3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-68, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-69, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-70, Downgraded to Ba1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-71, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-72, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-73, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-74, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 1-A-75, Downgraded to Baa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Ba2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. M-2, Downgraded to Ca, previously on 10/6/2008 Aa2
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-5

  -- Cl. A-1, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-13, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-14, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-15, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-16, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-17, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-18, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-19, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-20, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-21, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-22, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-23, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-24, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-25, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-26, Downgraded to Aa3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-27, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-28, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-29, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-30, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-31, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-32, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-33, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-34, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-35, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-36, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-37, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-38, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-39, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-40, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-41, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-42, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-43, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-44, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-45, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-46, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-47, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-48, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-49, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-50, Downgraded to Baa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to A1, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to Baa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust 2007-J3

  -- Cl. A-1, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-2, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-3, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-4, Downgraded to Caa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-5, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-6, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-7, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. A-8, Downgraded to Caa3, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-9, Downgraded to Caa1, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-10, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-11, Downgraded to Caa2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-12, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-13, Downgraded to Caa1, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-14, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-15, Downgraded to Caa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. A-16, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. A-17, Downgraded to Caa2, previously on 10/6/2008 Aa1
     Placed  Under Review for Possible Downgrade

  -- Cl. X, Downgraded to B2, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. PO, Downgraded to B3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

Issuer: CHL Mortgage Pass-Through Trust, Series 2007-19

  -- Cl. 2-A-1, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

  -- Cl. 2-X, Downgraded to A3, previously on 10/6/2008 Aaa
     Placed Under Review for Possible Downgrade

  -- Cl. 2-PO, Downgraded to Ba3, previously on 10/6/2008 Aaa
     Placed  Under Review for Possible Downgrade

Moody's calculates estimated losses for Jumbo RMBS in a two-stage
process.  First, serious delinquencies are projected through late
2009, primarily based upon recent historical performance.  These
projected delinquencies are converted into projected losses using
lifetime roll rates (the probability of transition to default)
averaging 40% for 60-day delinquencies, 75% for delinquencies
greater than 90 days, and 90-100% for foreclosure or REO, and
severity assumptions averaging 35%.

The second step is to determine losses for the remaining life of
the deal, following the projection period.  Depending on a deal's
performance, including delinquency, default, and prepayment rates,
as well as collateral characteristics, such as loan type (fixed or
adjustable), or loan-to-value ratios and geographic concentrations
of remaining current loans, Moody's assumes varying degrees of
slowing in the loss rate (which is measured by loss-to-
liquidation) for the remaining life of the deal.  Typical degrees
of slowing in loss rate after late 2009 range from no slowing at
all to 40% slowing.  To take an example, a deal with very poor
early performance due to relatively high loan-to-value ratios and
dropping regional home values would be expected to see markedly
high delinquency and loss rates for the next year.  But the high
rate of losses may be expected to slow afterwards, as economic
factors and real estate values begin to stabilize, and a slowing
of 20-40% may be used in the projection.  On the other hand, a
deal with stronger early performance that is demonstrating
relative resiliency in the current market environment may not be
expected to have high losses in the near-term, but may be expected
to sustain a similar level of losses for the life of the deal, as
the pool continues to be subject to factors that have more
historically driven prime performance such as borrower life
events, unemployment, and so on.

Loss estimates are subject to variability and, as a result,
realized losses could ultimately turn out higher or lower than
Moody's current expectations.  Moody's will continue to evaluate
performance data as it becomes available and will assess the
pattern of potential future defaults and adjust loss expectations
accordingly if necessary.


CHRSYLER LLC: Car Czar May Force Bankruptcy Filing
--------------------------------------------------
Citing Senator Carl Levin, John Hughes at Bloomberg reports that
the U.S. Treasury may adopt a plan that would let a car czar or
the Treasury secretary force General Motors Corp. and Chrysler LLC
into bankruptcy if the two companies fail to prove that they can
survive without government financial assistance.

Bloomberg relates that the Treasury plan would resemble a measure
that the Congress passed last week that was rejected by the
Senate.  According to the report, Sen. Levin said that GM and
Chrysler would be required to submit viability plans by March 31,
2009, or lose any government support.  The report quoted Senator
Levin as saying, "The power rests in the hands of either the czar
or the Secretary of the Treasury to force bankruptcy by
March 31."

Sen. Levin, states Bloomberg, said that Treasury Secretary Henry
Paulson and his successor would "in effect" be the car czar
because the Treasury Department would supervise the financial
assistance program.  The administration was moving with
"deliberative speed" in considering possible financing for U.S.
automakers, the report says, citing Mr. Paulson.

According to Bloomberg, White House spokesperson Tony Fratto said,
"There will be conditions to any taxpayer financing.  There will
be rigorous oversight to make sure that these companies are doing
what they promised to do, and we want to make sure that everyone
is making the concessions that they're going to have to commit to
make."

               GM-Chrysler Merger Talks Resume

General Motors Corp. has resumed talks with Chrysler LLC on a
possible merger, after Cerberus Capital Management LP said that it
is willing to sell part of its stake in Chrysler, The Wall Street
Journal reports, citing people familiar with the matter.

According to WSJ, Cerberus Capital restarted the talks as cash in
GM and Chrysler become scarce.

Sources said that GM and Chrysler ended the negotiations in early
November, Naoko Fujimura and Dave McCombs at Bloomberg News
relate.

Shawn Langlois at MarketWatch reports that GM spokesperson Tony
Cervone denied the merger negotiations, saying, "We are not in
merger talks with Chrysler.  We stated in November that any talks
related to a potential merger were tabled so we could focus on our
liquidity situation.  That remains the case."  MarketWatch states
that Chrysler spokesperson Shawn Morgan also dismissed the reports
as rumor.

                       About Chrysler LLC

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

                          *     *     *

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

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

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

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


CHRYSLER LLC: Plant Shutdowns Erases Sec. 503(b)(9) Admin. Claims
-----------------------------------------------------------------
Chrysler LLC announced this week that it will idle thirty plants
for one month.  The production halt means Chrysler won't be
receiving new shipments of parts and supplies from its suppliers.
With no new purchases of fresh materials being received at
Chrysler's plants, that halts the accrual of administrative
priority claims under 11 U.S.C. Sec. 503(b)(9) on account of goods
received within 20 days of a bankruptcy filing in the event
Chrysler seeks protection under chapter 11.

Section 503(b)(9) was added to the Bankruptcy Code in October
2005.  That section accords an administrative priority to
creditors' claims on account of goods received by a debtor in the
20-day period prior to a bankruptcy filing.  In a plan of
reorganization confirmed in a chapter 11 case, administrative
priority claims must be paid in full, in cash, when the company
emerges from chapter 11.  By allowing claims currently entitled to
priority under 11 U.S.C. Sec. 503(b)(9) to age for 20 days, those
claims will transform into general unsecured claims against
Chrysler.  Ordinary general unsecured trade claims -- those not
entitled to any priority -- can be impaired, compromised and
settled, or wiped out under a chapter 11 plan.

                      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.


CITADELLE AT ARROWHEAD: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: The Citadelle at Arrowhead Ranch, LLC
        19420 N. 59th Avenue #233
        Glendale, AZ 85304

Bankruptcy Case No.: 08-18304

Chapter 11 Petition Date: December 17, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Ronald J. Ellett, Esq.
                  rjellett@ellettlaw.phxcoxmail.com
                  Ellett Law Offices, P.C.
                  2999 North 44th Street, Suite 550
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Manager Albert Paul Stephens.


CITIBANK OMNI: Moody's Assigns 'Ba2' Rating on Class 2008-D2 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba2 to the
Floating Rate Class 2008-D2 Notes issued as part of the Omniseries
from the Citibank Omni Master Trust.

The complete ratings action is:

Issuer: Citibank Omni Master Trust

  -- $104,000,000 Extendible Floating Rate Class 2008-D2 Notes,
     rated Ba2

Moody's has published a yield range of expectations of 22.50%-
25.50%, a charge-off rate range of 9.50%-11.50%, and a principal
payment rate range of 10.50%-13.50% for the Citibank Omni Master
Trust.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term.  From time to time, Moody's may, if warranted, change
these expectations.  Performance that falls outside the given
range may indicate that the collateral's credit quality is
stronger or weaker than Moody's had anticipated when the related
securities were rated.  Even so, a deviation from the expected
range will not necessarily result in a rating action nor does
performance within expectations preclude such actions.  The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.


CITIGROUP INC: Moody's Cuts Sr. Debt Rating to A2 From Aa3
----------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Citigroup
Inc. (senior debt to A2 from Aa3) and the ratings on its lead
bank, Citibank N.A. (long-term bank deposits to Aa3 from Aa1).
The financial strength rating on the bank was lowered three
notches to C from B, which translates to a change in the baseline
credit assessment to A3 from Aa3.  The outlook on the bank
financial strength rating is negative and the rating outlooks on
the deposit and debt ratings at both the bank and the holding
company are stable.  These actions had no impact on the FDIC-
guaranteed debt issued by Citigroup which remained at Aaa with a
stable outlook.  These rating actions completed a rating review
that was announced on September 29th, 2008.

Moody's said that its downgrade of Citigroup's debt and deposit
ratings was moderated by Moody's opinion that Citigroup enjoys a
very high probability of systemic support from the U.S.
government.  The benefits of this systemic support partially
offset the deterioration in Citigroup's stand-alone credit
quality, which is driven by worsening asset quality and the
likelihood that Citigroup could see further decline in its
tangible capital base in the next two years.

Moody's said the C financial strength rating reflects an array of
sizable challenges Citigroup will face in the next two years.
First, to address current performance, Moody's is expects that
Citigroup's fourth quarter 2008 results will be saddled by
significant marks on its large inventory of trading assets because
of falling market values.  Moody's also expects that in the
quarter Citigroup will need to maintain high loan-loss provisions
as the company increases its loan-loss reserves primarily against
its U.S. consumer portfolio and some of its international credit
card portfolios.  These negative developments will likely not be
fully offset by the gain on the sale of Citigroup's German retail
operation.

Secondly, "There is the possibility that Citigroup could generate
additional quarterly losses in 2009 and 2010 due to the need to
continue to building loan loss reserves, particularly against its
residential mortgage and credit card portfolios," said Moody's
Senior Vice President Sean Jones.  Reserve build will also be
needed in response to a rise in defaults in Citigroup's other loan
portfolios because of the global economic downturn.  "The need for
large provisions is accentuated by Citigroup's high single credit
exposures," added Mr. Jones.  Finally, the C financial strength
rating reflects Moody's expectation that the recession will
depress Citigroup's revenues which will likely not be offset by
Citigroup's ongoing significant cost rationalization efforts.

Citigroup's weakened earnings prospects, in combination with an
average quarterly preferred dividend of approximately
$1.4 billion, makes it very likely that Citigroup will not
generate significant retained earnings throughout 2009 and 2010.
As a result regulatory capital structure will remain heavily
skewed towards hybrid equity throughout 2009 and 2010.  Moody's
noted that Citigroup's regulatory capital ratios are very high due
to the infusion of hybrid regulatory capital including
$45 billion from the U.S. government.  This is very supportive to
Citigroup's debt and deposit ratings at a time when it faces its
medium-term challenges.  Nevertheless, Moody's does not view
hybrid capital as being as permanent as common equity over the
long term, and that is an important consideration in the C bank
financial strength rating.

Moody's added that Citigroup's challenges go beyond the current
operating environment.  To restore its capital position in a
sustainable manner, Citigroup must improve its organizational and
operational efficiency, reduce future concentration risks, and
restore competitive advantages in a number of business lines that
have suffered as a result of the recent turmoil.  These tasks
require substantial managerial initiatives and coordination.
Moody's believes current management is making gains on this front,
but these changes will take time to achieve and the complexity of
the effort is enormous.

Moody's stated that the U.S. government initiative disclosed on
Nov. 23, 2008, is very supportive of Citigroup's debt and deposit
ratings.  This provided further evidence of the very high systemic
support that Moody's has ascribed to Citigroup.  Citibank N.A.'s
deposits get a three-notch lift to Aa3 from Citibank's baseline
credit assessment of A3.  Meanwhile, senior debt at the holding
company, viewed by Moody's as structurally subordinated to bank
obligations, is rated A2.

Moody's said that there are two parts to the U.S. government's
initiatives directed towards Citigroup.  First, Citigroup will
issue $20 billion of preferred stock to the U.S. Treasury with an
8% dividend rate, which can be redeemed in stock or cash, as
mutually agreed between the U.S. Treasury and Citigroup. The
infusion of hybrid equity means that Citigroup regulatory capital
ratios will be high.

The second part of the U.S. government initiative is the Eligible
Asset Guarantee, which covers $306 billion of Citigroup's assets
consisting mostly of loans and securities backed primarily by
residential and commercial real estate.  These assets will remain
on Citigroup's balance sheet.  Citigroup will absorb pre-tax
losses up to $29 billion in addition to existing reserves.  Any
losses in excess of that amount will be shared by the U.S.
government (90%) and Citigroup (10%).

Moody's said that the key benefit of the Eligible Asset Guarantee
is that it protects Citigroup from catastrophic losses from that
pool of assets.  Moody's noted that its stress loss assumption --
as opposed to its expected life-time loss assumption -- on this
portfolio exceeds $29 billion.  "Given the Government protection,
even if credit costs exceed $29 billion, Citigroup's exposure to
further economic losses on this portfolio would not be meaningful
to the rating," said Moody's Senior Vice President Sean Jones.  In
Moody's view, the U.S. government took these actions to aid
Citigroup because it viewed the banking concern as systemically
very important to fulfilling the U.S. government's commitment to
support financial market stability -- a prerequisite to restoring
economic growth.

Regarding liquidity, Moody's stated that in the past year
Citigroup has improved the liquidity profile at both the non-bank
and the bank entities.  At the non-bank entities, average cash
holdings have increased while the tenure of its debt is long.
Regarding the bank, its liquidity position has improved as a
result of the reduction of its balance sheet.  Like its peers,
Citigroup's liquidity profile has also been strongly supported by
the infusion of hybrid equity from the U.S. Treasury, the
establishment of a number of liquidity facilities by the Federal
Reserve, and the ability to issue Aaa rated FDIC-guaranteed debt.

"The negative outlook on C bank financial strength rating reflects
the possible impact that a deep recession could have on assets not
covered by the Eligible Asset Guarantee," said Moody's Mr. Jones.
A particular concern is Citigroup's credit card business.  The
stable outlook on the debt and deposit ratings of Citibank and
Citigroup reflects Moody's assumption that Citigroup enjoys a very
high probability of systemic support.

Also the Eligible Asset Guarantee covers Citigroup's most
problematic assets.

Regarding the Baa2 preferred stock rating at the holding company,
Moody's noted that it is two notches lower -- opposed to one notch
lower -- than its subordinated debt rating.  The increased
notching is in response to the observation that with Citigroup's
weak earnings prospects, the average quarterly preferred dividend
payment of $1.4 billion is a meaningful barrier to capital
generation.  This increases the possibility that preferred
dividends could be deferred.

Moody's last rating action was on September 29, 2008, when the
ratings of Citigroup Inc. where placed under review for possible
downgrade.

Ratings downgraded were:

Citigroup Inc. is headquartered in New York City and reported
assets of $2.1 trillion as of September 30, 2008.

Ratings downgraded were:

Issuer: Citigroup Inc.

     -- Multiple Seniority Medium-Term Note Program, downgraded
        to a range of A3 to A2 from a range of A1 to Aa3

     -- Multiple Seniority Shelf, downgraded to a range of
        (P)Baa1 to (P)A2 from a range of (P)A2 to (P)Aa3

     -- Preferred Stock Preferred Stock, downgraded to Baa2 from
        A2

     -- Subordinate Regular Bond/Debenture, downgraded to A3 from
        A1

     -- Senior Unsecured Medium-Term Note Program, downgraded to
        A2 from Aa3

     -- Senior Unsecured Regular Bond/Debenture, downgraded to A2
        from Aa3

   * Outlook Actions:

     -- Outlook, changed to stable from rating under review

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

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


CITIGROUP INC: Regulators Join Internal Discussions
---------------------------------------------------
David Enrich and Damian Paletta at The Wall Street Journal reports
that people familiar with the matter said that federal banking
regulators have joined in Citigroup Inc.'s internal discussions
about its strategic direction.

Citing sources, WSJ relates that the regulators discouraged
Citigroup executives from pursuing certain acquisitions.

According to WSJ, the government decided to take an assertive
stance supervising Citigroup as regulators are concerned about
Citigroup's financial situation in 2007.  The report says that
regulators are scrutinizing Citigroup's the books of banks, S&Ls,
credit unions, and other financial institutions.  Examiners are
placed at banks, which are being asked to limit risk and increase
capital, the report states.

People familiar with the matter said that the Federal Reserve and
Office of the Comptroller of the Currency expect to essentially
have veto power over key strategic decisions at the company, WSJ
says.

          Citigroup Faces Integration Problems in Japan

Alison Tudor at WSJ relates that Citigroup Inc. said it has fallen
behind schedule in its expansion plans in Japan.  The report says
that the plans were stalled due in part to problems integrating
the acquired businesses.  Douglas Peterson, Citigroup's chief
executive of Japanese operations, cited complications in
integrating technology and eking out cost savings, states the
report.

According to WSJ, Citigroup purchased Nikko Cordial Corp., Japan's
third-largest retail brokerage, in January 2008 for about JPY1.6
trillion, as part of an effort to expand Citigroup's presence
abroad.  WSJ reports that Citigroup is struggling with hiving off
non-core businesses and consolidating its work force.  Citigroup
won't hit its target for completing the merger by March 2009, WSJ
says, citing Mr. Peterson.

WSJ states that Mr. Peterson said Citigroup won't sell any of its
core operations in Japan, including retail banking, wealth
management, securities and investment banking, credit cards ,and
cash-management services.  Citigroup expects to complete the
integration of the Japanese businesses in 2010, says WSJ, citing
Mr. Peterson.

                     Computer Glitch

Many clients and workers at Citigroup's retail bank, Citibank,
failed to access information about their bank accounts and
mortgages on Tuesday due to computer problems, David Enrich at WSJ
reports.  The computer problems hampered some clients in making
payments on mortgages and other loans, and employees couldn't
provide some customers with information about the status of their
accounts, WSJ states.

Citing a Citibank spokesperson, WSJ relates that the problems were
resolved by Wednesday morning and that clients were still able to
deposit, withdraw, and transfer money from their bank accounts.

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

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


CITIGROUP INC: Convinced to Grant Loan Extension to Gen. Growth
---------------------------------------------------------------
Kris Hudson at The Wall Street Journal reports that General Growth
Properties, Inc., has secured the agreements that extends the
maturity dates of its mortgage loans after six of the lenders --
Deutsche Bank AG, Eurohypo AG, Wachovia Corp., Bank of America
Corp., Goldman Sachs Group Inc. and an unidentified German lender
-- convinced Citigroup Inc. to go along with the extension, by
threatening an "end run" to get Citigroup's cooperation.

General Growth reported that its syndicate of lenders for the
$900 million Fashion Show and Palazzo mortgage loans has entered
into a Forbearance and Waiver agreement that extends until
Feb. 12, 2009.  The company also said that its syndicate of
lenders for the 2006 Senior Credit Agreement has entered into a
Forbearance and Waiver agreement that extends until Jan. 30, 2009,
and, in connection with this agreement, the company has agreed to
certain restrictions and covenants with this syndicate during the
forbearance period.

As reported by Troubled Company Reporter on Dec. 18, 2008, General
Growth was seeking to for an agreement with its syndicate of
lenders to further extend the maturity date on the $900 million
Fashion Show and Palazzo mortgage loans.  The company said it was
continuing its discussions with lenders regarding its loans.

WSJ reports that Citigroup had required changes to a $2.6 billion
unsecured term loan and credit facility that General Growth gained
in 2006 and in which Citigroup is a lender.

Citing people familiar with the matter, WSJ relates that Citigroup
has been trying to get General Growth to give it other concessions
in exchange for its consent for the extension.  The report says
that the other banks were able to reduce Citigroup's leverage by
delaying on calling the loan due without Citigroup.   The other
banks, according to the report, said that they wouldn't agree to
declare the loan due if an extension wasn't approved.

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

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


COMMUNITY MEDICAL: S&P Changes Outlook on BB+ Rated $14.2MM Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook to
positive from stable on approximately $14.2 million of the Montana
Facility Finance Authority's series 1996 bonds, issued for
Community Medical Center.  Standard & Poor's also affirmed its
'BB+' standard long-term rating on CMC's debt.

"The positive outlook reflects the successful turnaround and solid
interim results of a new management team that has implemented
sound strategies and procedures to improve and maintain
profitability," said Standard & Poor's credit analyst Keith
Dickinson.  "The results have strengthened the balance sheet by
improving cash while reducing leverage as management prepares for
a sizeable capital plan."

Management attributes the improvement to the successful
implementation of a profitability consulting turnaround plan
completed in fiscal 2007.  CMC reported a breakeven operating
margin in fiscal 2007 and operating income of $4.7 million in
fiscal 2008.  CMC had an operating margin in fiscal 2008 of
3.7%, producing operating income of $4.7 million -- a major
improvement over prior years.  Management reports interim-period
operating income of $1.1 million, a 3.5% margin, and is on target
to reach a budget of $4.0 million.

As of fiscal year-end 2008, CMC improved its liquidity level to 83
days ($26.8 million), up from 40 days ($13.4 million) at the end
of fiscal 2007, which had almost doubled over fiscal 2006.  For
the interim period, days' cash dropped to 73 days, or
$23.5 million.  Leverage continues to improve and has dropped to
31.8% at fiscal 2008 from 40.7% for fiscal 2007 -- a steady
decline from prior years.  As a result, cash to debt has improved
to 129% at fiscal 2008 from 53.9% as of fiscal 2007, and was 105%
for the interim period.

The continued growth in cash and reduction in debt are essential
as the medical center prepares to embark on a $22 million
construction project to expand and improve obstetrical services
and update the neonatal intensive-care unit, as well as expend
another $20 million to $25 million on other capital projects.

CMC is a 146-bed hospital located in Missoula.  CMC has maintained
a stable market share of approximately 49.5% in its service area
(excluding newborns), which serves as the region's trade and
service center.


CONSTELLATION ENERGY: Drops MidAmerican Merger; EDF to Buy Stake
---------------------------0------------------------------------
Constellation Energy Group Inc. and MidAmerican Energy Holdings
Company said that they have jointly reached agreement to terminate
their Sept. 19, 2008, merger agreement, and as a result, the
previously announced Dec. 23, 2008, shareholder meeting to vote on
the MidAmerican merger has been canceled.

On Sept. 22, 2008, MidAmerican provided $1 billion of needed
capital to Constellation Energy to assist them in continuing their
business operations during unprecedented times of global financial
stress.

Under the provisions of the termination agreement MidAmerican will
receive a $175 million termination fee.  In addition, the
preferred shares issued to MEHC Investment, Inc., a wholly owned
subsidiary of MidAmerican, will convert, and MEHC Investment, Inc.
will receive a $1 billion note at 14% interest, maturing Dec. 31,
2009; approximately 20 million shares of Constellation Energy
common stock, representing 9.99% of outstanding shares; and
approximately $418 million in cash.  Additionally, the
$350 million liquidity resource will terminate.

"We greatly appreciate the professionalism, good faith and
cooperation MidAmerican's management and board have shown since we
first initiated discussions in September," said Mayo A. Shattuck
III, chairperson, president and chief executive officer of
Constellation Energy.  "Based on a careful process to examine all
alternatives available to our shareholders and other stakeholders,
we believe that termination of the merger agreement is in the best
interest of all parties."

"We were pleased to have been able to quickly provide a
significant amount of capital that was critical to Constellation
Energy as they went through unprecedented financial times.  We
appreciate the relationships we have built with the Constellation
Energy team and wish them success as they pursue an alternative
transaction," said Gregory E. Abel, president and chief executive
officer of MidAmerican.

The companies will make appropriate filings to notify regulatory
agencies that the proposed transaction has been terminated.

       EDF to Acquire Stake in Constellation Energy Unit

Constellation Energy and EDF Development Inc. disclosed a
definitive investment agreement under which EDF Development will
acquire a 49.99% interest in Constellation Energy Nuclear Group,
LLC, for $4.5 billion.  Constellation Energy Nuclear Group owns
3,869 megawatts of nuclear generating capacity, which consists of
the Calvert Cliffs Nuclear Power Plant in Maryland, and Nine Mile
Point Nuclear Station and R.E. Ginna Nuclear Power Plant in New
York.  EDF Development Inc.'s interest in Constellation Energy
Nuclear Group will be structured as a new joint venture between
the companies, separate from the existing UniStar joint venture.

Under the terms of the agreement, EDF Group will also make several
key investments to strengthen Constellation Energy's liquidity
position:

     -- EDF Development Inc. is making an immediate $1 billion
        cash investment in Constellation Energy through the
        purchase of newly issued Constellation Energy Series B
        non-convertible cumulative preferred stock which will be
        surrendered to Constellation Energy upon closing of the
        transaction and credited against the $4.5 billion
        purchase price for EDF's interest in Constellation Energy
        Nuclear Group.

     -- to provide Constellation Energy with additional liquidity
        support, EDF Development Inc. and Constellation Energy
        have entered into a two-year asset put option that allows
        Constellation Energy to sell to EDF up to $2 billion of
        non-nuclear generation assets.

     -- EDF Group has provided Constellation Energy a
        $600 million interim backstop liquidity facility, which
        will remain available until receipt of all regulatory
        approvals relating to the transfer of the non-nuclear
        generation assets that could be sold under the asset put
        option or the date that is six months after the date of
        the investment agreement, whichever is earlier.

"This agreement with EDF Development Inc. provides an opportunity
for Constellation Energy shareholders to achieve greater value for
the company's significant asset base," said Mr. Shattuck.  "The
investment also provides the liquidity support to stabilize and
grow our business as an independent public company dedicated to
serving our customers across the country.  EDF Group has been a
proven partner of ours in the development of new nuclear plants in
the U.S., and we welcome their involvement in the ownership of our
existing fleet.   As the largest owner of nuclear plants in the
world, EDF Group brings experience, scale and financial strength
to Constellation Energy's future."

In the U.S., EDF Group and Constellation Energy have an existing
partnership through their UniStar joint venture to build, own and
operate new nuclear generation. EDF Group is also a leading
provider and developer of wind and solar generation in the U.S.
through EDF Energies Nouvelles' U.S. subsidiary, EnXco.

EDF chairman and chief executive officer Pierre Gadonneix said,
"This agreement further illustrates the strong relationship
between EDF Group and Constellation Energy with the shared
objective of leading the nuclear renaissance in the U.S.  EDF
Group and Constellation Energy intend to develop four Evolutionary
Power Reactors through the UniStar joint venture with the
immediate focus on breaking ground for Calvert Cliffs Unit 3 as
soon as the regulatory process allows, perhaps as early as 2009.

"EDF Group has long believed that there are significant benefits
to be realized between the development of new nuclear assets and
the operation and ownership of existing nuclear facilities, such
as those owned and operated by Constellation Energy," continued
Mr. Gadonneix.  "Through this agreement, we can capitalize on
these benefits and EDF Group's nuclear expertise to drive further
growth to the benefit of shareholders, customers and employees of
both EDF Group and Constellation Energy.  We look forward to
working further with Constellation Energy in the development of
new nuclear generation in Maryland, New York and beyond.  This
agreement will contribute significantly to non-CO2 emitting energy
generation in the U.S."

In connection with the new joint venture, Constellation Energy and
EDF Development Inc. each will appoint five members to a new Board
of Directors, with a casting vote on matters related to safety,
security and reliability to the chairman of the new joint venture
(a U.S. citizen) appointed by Constellation Energy.  The vice-
chairman of the joint venture board will be appointed by EDF
Development Inc.  In addition, EDF Group will have an observer
seat on Constellation Energy's Board of Directors, and, upon
closing of the transaction, will have the right to designate one
director to Constellation Energy's Board.

The agreement announced today reflects an amended offer from EDF
Group, which follows the company's initial proposal to
Constellation Energy's Board of Directors on Dec. 2, 2008.  Upon
careful consideration, and in consultation with its financial and
legal advisors, Constellation Energy's Board has determined that
the revised EDF Group proposal is in the best interests of
Constellation Energy's shareholders.  In conjunction with the
agreement, MidAmerican Energy Holdings Company and Constellation
Energy have jointly terminated the prior merger agreement, as
separately announced today.

As a demonstration of its commitment to the U.S. nuclear
renaissance, and in particular, Maryland's future role in that
renaissance, EDF Group will move its U.S. headquarters to
Maryland.  EDF Group will also invest $20 million in a new visitor
and environmental center at Calvert Cliffs, consistent with the
companies' focus on breaking ground on a third nuclear unit at
Calvert Cliffs as soon as the regulatory process allows.

Additionally, as part of its commitment to Maryland, EDF Group
will invest $36 million in the Constellation Energy Group
Foundation to support future charitable endeavors for the long-
term benefit of the Baltimore community and the state of Maryland.

The transaction is not subject to a financing condition. EDF Group
will finance the transaction, including the agreed liquidity
arrangements, through corporate funds and credit facilities.

The companies expect to receive the necessary regulatory approvals
for the acquisition of EDF Development Inc.'s interest in
Constellation Energy's nuclear generation and operation business
and close the transaction within six to nine months.  The
companies will work closely with Maryland regulators to make them
fully informed of the transaction's details.  Approval from
Constellation Energy's shareholders is not required.

J.P. Morgan is acting as exclusive financial advisor, and Skadden,
Arps, Slate, Meagher & Flom LLP is serving as legal advisor, to
EDF.  Morgan Stanley, Rothschild, Credit Suisse and UBS Investment
Bank are serving as financial advisors, and Kirkland & Ellis LLP
is serving as legal advisor, to Constellation Energy.

           About MidAmerican Energy Holdings Company

MidAmerican Energy Holdings Company -- http://www.midamerican.com
-- is based in Des Moines, Iowa.  It is a global provider of
energy services.  Through its energy-related business platforms,
MidAmerican provides electric and natural gas service to more than
6.9 million customers worldwide.  These business platforms are
Pacific Power, Rocky Mountain Power and PacifiCorp Energy, which
comprise PacifiCorp; MidAmerican Energy Company; CE Electric UK;
Northern Natural Gas Company; Kern River Gas Transmission Company;
and CalEnergy.

                        About EDF Group

The EDF Group, one of the leaders in the energy market in Europe,
is an integrated energy company active in all businesses:
production, transport, distribution, energy selling and trading.
The Group is the leading electricity producer in Europe.  EDF's
nuclear production capacity, the largest in the world, consists of
58 power plants on 19 sites.  In France, it has mainly nuclear and
hydroelectric power plants where 95% of the electricity output
involves no CO2 emissions.  EDF's transport and distribution
subsidiaries operate 1,246,000 km of low and medium voltage
overhead and underground electricity lines and around 100 000 km
of high and very high voltage networks.  The Group is involved in
supplying energy and services to more than 38 million customers
around the world, including more than 28 million in France.  The
Group generated consolidated sales of
EUR59.6 billion, (or $81.06 billion1), in 2007, of which 44%
originated in Europe excluding France.  EDF is listed on the NYSE-
Euronext Paris stock exchange as one of the largest market cap
companies.

                    About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE
125 company with 2007 revenues of $21 billion, says it is the
nation's largest competitive supplier of electricity to large
commercial and industrial customers and the nation's largest
wholesale power seller.  Constellation Energy also manages fuels
and energy services on behalf of energy intensive industries and
utilities.  It owns a diversified fleet of 83 generating units
located throughout the United States, totaling approximately 9,000
megawatts of generating capacity.  The company delivers
electricity and natural gas through the Baltimore Gas and Electric
Company (BGE), its regulated utility in Central Maryland.

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Scott+Scott LLP filed a class action lawsuit against Constellation
Energy Group, Inc., and certain officers and directors of the
company in the U.S. District Court for the District of Maryland,
for violations of the Securities Exchange Act of 1934.
Scott+Scott filed the lawsuit on behalf of those purchasing the
company's common stock during the period Jan. 30, 2008, to Sept.
16, 2008.

Scott+Scott claimed that during the Class Period, Constellation
Energy issued materially false and misleading statements regarding
the company's operations and financial performance.  Scott+Scott
said that among other things, the defendants failed to disclose
that the company's financial results were inflated by questionable
accounting practices.  In addition, the company concealed the
extent of its credit exposure to failing trading partners,
particularly Lehman Brothers Holding Inc., which would affect the
company's ability to engage in energy-related trades.  As a result
of defendants' false statements and omissions during the Class
Period, Constellation Energy common shares traded at artificially
inflated prices.

As of December 2007, Constellation Energy had $1.99 billion in
assets and $2.25 billion in liabilities.


CREDIT SUISSE: S&P Puts Class N & O Junk Ratings on WatchNeg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on six
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series2003-
CPN1 on CreditWatch with negative implications.

The negative CreditWatch placements reflect Standard & Poor's
preliminary analysis of the transaction following the transfer of
the largest loan in the pool, Northgate Mall ($76.1 million,
9.3%), to the special servicer, Midland Loan Services Inc.  They
also reflect concerns with five other specially serviced assets
totaling $43.2 million (5.3%).  S&P will update or resolve the
CreditWatch negative placements as more details regarding
Northgate and the other specially serviced assets become
available.

The Northgate Mall loan was transferred to the special servicer on
Dec. 1, 2008, after the borrower delivered a formal request for a
loan modification, which included a request for a significant
reduction of the outstanding principal balance.  The loan is
secured by 575,561 sq. ft. of a 1.2 million-sq.-ft. mall in
Cincinnati.  The property was built in 1972 and renovated in 2001.
The collateral includes 279,189 sq. ft. of in-line space and one
anchor, Macy's (180,000 sq. ft.).  The shadow anchors include
Dillard's (203,600 sq. ft.), Sears (180,260 sq. ft.), and a former
JCPenney (153,060 sq. ft.) store that is now dark.  Occupancy as
of Sept. 30, 2008, was 75%, and the reported DSC as of June 30,
2008, was 0.98x.  Based on the borrower's trailing-12-month
financial statements, Standard & Poor's preliminary analysis
indicates a 40% decline in net cash flow from issuance.  Midland
has ordered an appraisal and plans to inspect the property in
January 2009.

There are five other loans totaling $43.2 million (5.3%) with the
special servicer.  The largest of these loans is Michigan Equities
C Portfolio ($27.8 million, 3%) which is also the second-largest
loan in the pool.  The loan is secured by fee interests in 16
office, retail, and industrial properties in Lansing and Okemos,
Michigan.  The loan was transferred to the special servicer on
May 21, 2008, because of nonmonetary default due to a transfer of
the borrower's interest without lender consent.  The special
servicer reported that the transfer was the result of the
borrower's defaulting on a bank loan guaranteed by the transferee,
which subsequently took the borrower's interest as repayment.  The
combined DSC and occupancy were 0.86x and 70%, respectively, as of
Dec. 31, 2007.  The borrower has requested forbearance in the form
of reduced tenant improvements and leasing commissions.

The remaining loans with the special servicer are Taunton Depot
Drive ($7.8 million, 1%), N.E. 820 Business Towers ($4.3 million),
1700 Parker Drive Building ($1.6 million), and Pinewood Village
Apartments ($1.8 million).  With the exception of Pinewood Village
Apartments, all the loans were recently transferred and the
special servicer is in the in the process of evaluating them.

S&P will update or resolve the CreditWatch negative placements as
more details concerning the Northgate Mall become available.

              Ratings Placed on Creditwatch Negative

       Credit Suisse First Boston Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2003-CPN1

                    Rating
                    ------
     Class   To                 From        Credit enhancement
     -----   --                 ----        ------------------
     J       BBB/Watch Neg      BBB                      6.38%
     K       BB+/Watch Neg      BB+                      4.53%
     L       BB-/Watch Neg      BB-                      3.61%
     M       B-/Watch Neg       B-                       2.68%
     N       CCC/Watch Neg      CCC                      1.92%
     O       CCC-/Watch Neg     CCC-                     1.30%


CWABS MASTER: Moody's Downgrades Ratings on 14 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 14
tranches issued in 11 CWABS Master Trust transactions.  The
underlying securities' collateral consists primarily of second
lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.
Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: CWABS Master Trust Revolving Home Equity Loan Asset Backed
Notes, Series 2002-E

  -- Cl. A Certificates Downgraded to Baa1 from A3, previously on
     11/16/2008 Downgraded to A3

  -- Financial Guarantor: MBIA Insurance Corporation (Currently
     Baa1)

Issuer: CWABS Master Trust Revolving Home Equity Loan Asset Backed
Notes, Series 2002-F

  -- Notes, Downgraded to A3, previously on 12/5/2008 Upgraded to
     A1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Master Trust Revolving Home Equity Loan Asset Backed
Notes, Series 2002-G

  -- Notes, Downgraded to Baa1, previously on 12/5/2008 Upgraded
     to A2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Master Trust Revolving Home Equity Loan Asset Backed
Notes, Series 2004-A

  -- Notes, Downgraded to Ba1, previously on 12/5/2008 Confirmed
     at Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Master Trust Revolving Home Equity Loan Asset Backed
Notes, Series 2004-C

  -- Notes, Downgraded to B1 and Placed Under Review for Possible
     Downgrade, previously on 12/5/2008 Downgraded to Ba2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Master Trust, Series 2003-E
Notes, Downgraded to B1, previously on 12/5/2008 Downgraded to Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Revolving Home Equity Loan Asset Backed Notes,
Series 2004-E

  -- Cl. 2-A, Downgraded to Ba1, previously on 12/5/2008
     Downgraded to Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Revolving Home Equity Loan Asset Backed Notes,
Series 2004-F

  -- Cl. 1-A, Downgraded to B1, previously on 12/5/2008 Downgraded
     to Ba3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWABS Revolving Home Equity Loan Asset Backed Notes,
Series 2004-G

  -- Cl. 1-A, Downgraded to Baa1, previously on 11/17/2008
     Downgraded to A1

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. 2-A, Downgraded to Baa1, previously on 11/17/2008
     Downgraded to A1

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

Issuer: CWABS Revolving Home Equity Loan Asset Backed Notes,
Series 2004-Q

  -- Cl. 1-A, Downgraded to Caa1 and Placed Under Review Direction
     Uncertain, previously on 12/5/2008 Downgraded to Ba3

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

  -- Cl. 2-A, Downgraded to Caa1 and Placed Under Review Direction
     Uncertain, previously on 12/5/2008 Downgraded to Ba3

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)
Issuer: CWABS Revolving Home Equity Loan Trust, Series 2004-R

  -- Cl. 1-A, Downgraded to Caa1 and Placed Under Review Direction
     Uncertain, previously on 12/5/2008 Downgraded to Ba1

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

  -- Cl. 2-A, Downgraded to Caa1 and Placed Under Review Direction
     Uncertain, previously on 12/5/2008 Downgraded to B3

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)


CWEHEQ REVOLVING: Moody's Downgrades Ratings on 13 Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 13
tranches issued in 6 CWHEQ Revolving Home Equity Loan Trust
transactions.  The underlying securities' collateral consists
primarily of closed-end second lien residential mortgage loans and
second lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing. Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.
Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2005-B

  -- Cl. 1-A Certificates Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/05/2008 Downgraded
     to Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2005-G

  -- Cl. 1-A Certificates Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/05/2008 Upgraded to
     Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Cl. 2-A Certificates Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/05/2008 Downgraded
     to Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2005-H

  -- Cl. 1-A Certificates Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/05/2008 Upgraded to
     Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Currently B1, Under Review for Possible Downgrade)

  -- Cl. 2-A Certificates Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 3/31/2008 Downgraded to
     Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2005-K

  -- Cl. 1-A Certificates Downgraded to Caa1 and Placed Under
     Review Direction Uncertain, previously on 12/05/2008
     Downgraded to Ba1

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

  -- Cl. 2-A-1 Certificates Downgraded to Caa1 and Placed Under
     Review Direction Uncertain, previously on 12/05/2008
     Downgraded to Caa1 and Placed Under Review for Possible
     Upgrade

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

  -- Cl. 2-A-3 Certificates Downgraded to Caa1 and Placed Under
     Review Direction Uncertain, previously on 12/05/2008
     Downgraded to Ba1

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

  -- Cl. 2-A-4 Certificates Downgraded to Caa1 and Placed Under
     Review Direction Uncertain, previously on 12/05/2008
     Downgraded to Caa1 and Placed Under Review for Possible
     Upgrade

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2006-D

  -- Cl. 1-A Certificates Downgraded to Caa1 and Placed Under
     Review Direction Uncertain, previously on 12/05/2008
     Downgraded to Caa1 and Placed Under Review for Possible
     Upgrade

  -- Financial Guarantor: Syncora Guarantee Inc. (Currently Caa1,
     Under Review Direction Uncertain)

Issuer: CWHEQ Revolving Home Equity Loan Trust, Series 2006-F

  -- Cl. 1-A Certificates Downgraded to Aa3, previously on
     7/21/2008 Placed under Review for Possible Downgrade from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc.
     (Currently Aa3)

  -- Cl. 2-A1A Certificates Downgraded to Aa3, previously on
     7/21/2008 Placed under Review for Possible Downgrade from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc.
     (Currently Aa3)

  -- Cl. 2-A-1B Certificates Downgraded to Aa3, previously on
     7/21/2008 Placed under Review for Possible Downgrade from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc.
     (Currently Aa3)


DAN RIVER: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware converted the Chapter 11 cases of Dan
River Inc. and its debtor-affiliates to Chapter 7 liquidation
proceedings at the behest of the U.S. Trustee for Region 3 and the
official committee of unsecured creditors of Dan River.

In conjunction with the conversion, the U.S. Trustee proposed to
have an interim trustee for the Debtors' assets.

The Creditors Committee moved for a conversion on grounds that the
Debtors have no source of funding to finance a liquidation plan.
Although they have paid off their senior secured lender after
selling all of their assets, the Debtors could not pay
administrative expenses as required in Section 1129(a)(9) of the
United States Bankruptcy Code in order to confirm a plan, the
Committee pointed out.

The Committee said that the Debtors defaulted on their obligations
under a cash collateral order, wherein the Debtors failed to
comply with the budget and remit excess fund to GHCL Inc. and
GHCL International Inc., among other things.  The Debtors, the
Committee said, have been unable to use cash collateral for nearly
a month and failed to cure the cash collateral defaults.

                      About Dan River Inc.

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.danriver.com/-- manufactures and markets textile
products for the home fashions, apparel fabrics and industrial
markets.

The company first filed for chapter 11 protection on March 31,
2004 (Bankr. N.D. Ga. Case No. 04-10990).  James A. Pardo, Jr.,
Esq., at King & Spalding, represented the Debtor in its
restructuring efforts.  The Debtor listed $441,800,000 in total
assets and $371,800,000 in total debts. The Court confirmed the
Debtors' Plan of Reorganization on Jan. 18, 2005, and the plan
took effect on Feb. 14, 2005.

Dan River's operations were acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings LLC, Dan River Inc. and three other affiliates
filed for Chapter 11 protection on April 20, 2008, (Bankr. D. Del.
Lead Case No. 08-10727).  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
creditors serve on an Official Committee of Unsecured Creditors.
Donald J. Detweiler, Esq., Sandra G. Selzer, Esq., and Dennis A.
Merino, Esq., at Greenberg Traurig, LLP represent the Creditors'
Committee.  In their schedules, Dan River Holdings LLC, et al.
listed assets of $69,249,420 and debts of $143,294,152.


DELPHI CORP: To Sell Global Exhaust Business to Bienes for $17MM
----------------------------------------------------------------
Delphi Corporation said it received approval from the U.S.
Bankruptcy Court for the Southern District of New York for the
sale of assets related to the company's global exhaust business to
Bienes Turgon for $17 million, subject to adjustments.

"Delphi's sale of its global exhaust business is a significant,
meaningful step as the company progresses with ongoing corporate
and divisional transformation plans,"  said Ron Pirtle, president,
Delphi Powertrain Systems.  "This move further refines our
powertrain product portfolio to feature core, differentiated
technologies in which Delphi possesses competitive advantages and
for which customers are calling."

Delphi selected Bienes Turgon as the lead bidder and received
court approval to proceed with the sale process for the global
exhaust business.

Delphi will carefully manage the transition of the business, and
the sale will be completed in coordination with Delphi's
customers, suppliers, employees, unions and other stakeholders.

The transaction, which is subject to certain closing conditions,
including completion of consultation procedures with certain
unions and works councils, and completion of the closing
documents, is expected to close during the first half of 2009.

Although the company is divesting its exhaust business, Delphi
Powertrain continues to provide full engine management systems
-- including air and fuel management, combustion and valvetrain
technology -- through its gas EMS product business unit.

                     About Delphi Corp.

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

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

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


DEVELOPMENT SOLUTIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Development Solutions, LLC
        7613 S. Jordan Landing Blvd., Suite 200
        West Jordan, UT 84084

Bankruptcy Case No.: 08-28970

Chapter 11 Petition Date: December 17, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Russell S. Walker, Esq.
                  rwalker@wklawpc.com
                  Woodbury & Kesler
                  265 East - 100 South, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 364-1100
                  Fax: (801) 359-2320

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $100,000 to $500,000

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

The petition was signed by Steven R. Bates, manager of the
company.


DOUGLAS DYNAMICS: S&P's 'B+' Rating Unaffected by Debt Repurchase
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Douglas Dynamics LLC (B+/Negative/--) are not immediately affected
by the company's possible repurchase of term loan debt at a
discount to par.  Douglas is seeking approval from holders of its
$85 million senior secured term loan to use up to $50 million of
excess liquidity to buy back debt.  Although such repayments would
likely be made at a price below par, which diverges from the
original obligation terms, S&P would consider this action as
opportunistic rather than reflective of a distressed situation,
considering that the company would be making these payments with
excess liquidity.  Should Douglas repurchase a meaningful amount
of debt, S&P would assess the effect on the company's leverage and
interest-coverage ratios and its liquidity, as well as potential
issue rating and recovery rating implications for the $150 million
senior unsecured notes due 2012.  The notes are currently rated
'B-' with a recovery rating of '6'.

Given the seasonal nature of Douglas' snowplow manufacturing
business and related working capital cycle, S&P expects the
company's liquidity position to strengthen significantly by year-
end and be in excess of operating needs.  Volatile demand from
unpredictable weather patterns have historically resulted in
fluctuating credit measures, but Douglas has a track record of
generating consistent positive free operating cash flow even
during below-average snowfall seasons.  S&P expects it to continue
doing so, although possibly at slightly lower levels in 2009,
because weak economic conditions could adversely affect customers'
spending decisions on new equipment and replacement parts.


DREIER LLP: Receiver Declines to Be Chapter 11 Trustee
------------------------------------------------------
Bill Rochelle of Bloomberg News reports that the receiver
appointed by the U.S. District Court for the Southern District of
New York to take over the assets of Marc Dreier and Dreier LLP,
the law firm he founded, declined to be a candidate to serve as
the Chapter 11 trustee for Dreier's estates.

As reported in the Dec. 17 issue of the Troubled Company Reporter,
Mark F. Pomerantz was named receiver for Mr. Dreier's assets
including his interest in the firm and other entities.  Mr.
Pomerantz was named receiver after the Securities and Exchange
Commission filed charges and asked the District Court to freeze
the firm's assets.

The receiver put the firm in Chapter 11 before the U.S. Bankruptcy
Court for the Southern District of New York, in Manhattan, saying
an "orderly liquidation" could not take place otherwise.  Mr.
Pomerantz asked the Court to appoint a Chapter 11 trustee to
oversee the liquidation of the Debtor.

              Marc Dreier's Arrest for Fraud

Dreier LLP filed a voluntary petition under Chapter 11 following
the arrest of its president, Marc Dreier, for alleged securities
and wire fraud.

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

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

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

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

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

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm, which was found in 1996 by Marc Dreier. Dreier
LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D. N.Y., Case
No. 08-15051).  Judge Robert E. Gerber handles the case.  Stephen
J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, has been retained as counsel.  The Debtor listed assets
between $100 million to $500 million, and debts between $10
million to $50 million in its filing.


DVI RECEIVABLES: Fitch Acts on Distressed Recovery Ratings
----------------------------------------------------------
Fitch Ratings takes these actions on the long-term and Distressed
Recovery ratings for the DVI transactions listed:

DVI Receivables XII LLC, Series 2000-2

  -- Class A-4 downgraded to 'C/DR6' from 'CC/DR5' and withdrawn;

  -- Class B, C, D, and E notes remain at 'C/DR6' and are
     withdrawn as the notes are beyond their final legal maturity
     date and future recovery expectations are minimal.

DVI Receivables XIV LLC, Series 2001-1

  -- Class A-4 notes remain at 'CC/DR2';
  -- Class B notes remain at 'C/DR5';
  -- Class C, D, and E notes remain at 'C/DR6'.

DVI Receivables XVI LLC, Series 2001-2

  -- Class A-3 and A-4 notes remain at 'CC', DR lowered to 'DR5'
     from 'DR4';

  -- Class B, C, D, and E notes remain at 'C / DR6'.

DVI Receivables XVII LLC, Series 2002-1

  -- Class A-3a and A-3b remain at 'CC / DR5';
  -- Class B, C, D, and E notes remain at 'C / DR6'.

DVI Receivables XVIII LLC, Series 2002-2

  -- Class A-3a and A-3b notes remain at 'CCC / DR1';
  -- Class B notes remain at 'CC / DR4';
  -- Class C, D, and E notes remain at 'C / DR6'.

DVI Receivables XIX LLC, Series 2003-1

  -- Class A-3a and A-3b notes remain at 'CC / DR4';

  -- Class B, C-1, C-2, D-1, D-2, E-1, and E-2 notes remain at
     'C / DR6'.

Fitch's actions are based on continued loan performance
deterioration as reflected in the servicer reports dated Dec. 12,
2008.  Since the last review, Fitch noted large delinquent
balances are rolling through delinquency buckets.  The continued
portfolio deterioration has resulted in an increase in cumulative
interest shortfalls across five of the six transactions.
Utilizing default and recovery assumptions consistent with
historical DVI securitization performance, Fitch ran a series of
cash flow runs for each transaction to determine the appropriate
rating movements, if any.

Fitch will continue to closely monitor performance of the
transactions, will have regular contact with the servicer, US Bank
Portfolio Services, and may raise, lower or withdraw ratings as
appropriate.


EASTON-BELL SPORTS: S&P Cuts Sr. Subordinate Debt Rating to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on Easton-Bell Sports Inc. to 'B-' from
'B'.  S&P also lowered the company's senior secured bank loan
rating to 'B' from 'B+', while the recovery rating remains '2',
indicating the expectation of substantial (70%-90%) recovery in
the event of payment default.  In addition, S&P lowered the senior
subordinated debt rating to 'CCC' from 'CCC+', while the recovery
rating remains '6', indicating the expectation for negligible (0%-
10%) recovery in the event of a payment default.  The outlook is
developing.  As of Sept. 20, 2008, the Van Nuys, California-based
company had about $497 million of debt.

The ratings downgrade is based on the company's weak liquidity
position and continued high leverage.

The ratings reflect Easton-Bell's weak liquidity, high debt
leverage, participation in the highly competitive sporting goods
industry, and an aggressive financial policy.  Easton-Bell
benefits from its leading market positions in football, cycling,
baseball, and hockey equipment.

However, S&P believes the company will be challenged to maintain
operating stability as the weak U.S. economy should continue to
affect consumer spending patterns that could further affect
retailer inventory levels and their willingness to accept price
increases.

Easton-Bell's liquidity position is very weak and leverage remains
high.  While the company has demonstrated stable operating
performance and generated free cash flow the first nine months of
fiscal 2008, liquidity is expected to remain weak through fiscal
2009 due to covenant step-downs beginning in fourth-quarter fiscal
2008 and the weak economy.  S&P expects the company will remain in
compliance with its financial covenants in fourth quarter of
fiscal 2008, but with a very limited cushion.  The company could
also use its equity cure provision under its bank facility to
remain in compliance with its covenants over the near term.

S&P would consider a lower rating if the company cannot remain in
compliance with its bank facility or the weak economy further
affects its liquidity," said Standard & Poor's credit analyst
Patrick Jeffrey.  For example, S&P estimate a less than 5% decline
in EBITDA from current levels and only minimal debt reduction of
about $10 million to $20 million would result in a covenant
violation at the end of the first quarter of fiscal 2009.

"We would consider a higher rating if the company can restore an
adequate covenant cushion, despite near-term step-downs, and
maintain adequate liquidity and operating stability," he
continued.


ECOVENTURE WIGGINS: To Seek Plan Confirmation on January 22
-----------------------------------------------------------
Ecoventure Wiggins Pass Ltd., hopes to confirm a reorganization
plan on Jan. 22 that proposes to pay creditors in the order of
priority laid out in bankruptcy law, Bloomberg News reports.

According to Bloomberg's Bill Rochelle, the Court-approved
disclosure statement provides that creditors will obtain recovery
from proceeds of the sale, which is expected to net $138.5
million:

   -- the first $26.1 million of the proceeds will be used to pay
      in full the DIP lender,

   -- the next $94 million will be paid in full to the pre-
      petition secured creditor, then

   -- Up to 100% of the unsecured claims totaling $7.2 million, if
      proceeds from sales are still available.

Headquartered in Tampa, Florida, Ecoventure Wiggins Pass, Ltd.
develops real estate.  The company and two of its affiliates, Aqua
at Pelican Isle Yacht Club Marina Inc. and Pelican Isle Yacht Club
Partners, Ltd., filed for Chapter 11 protection on June 24, 2008
(Bankr. M.D. Fla. Lead Case No.08-09197).  Harley E. Riedel, Esq.,
and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets of $134,000,000 and debts of $101,000,000.


ESPRE SOLUTION: Whitley Penn Replaces Sweeney as Ind. Accountants
-----------------------------------------------------------------
ESPRE Solutions, Inc., dismissed Sweeney, Gates & Co. as its
independent registered accounting firm.  The company's board of
directors participated in and approved the decision to change
independent accountants.

Sweeney Gates' audit reports on the consolidated financial
statements of the company and its subsidiaries as of and for the
fiscal years ended Sept. 30, 2007, and 2006, did not contain any
adverse opinion or disclaimer of opinion nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles, except that there was an explanatory paragraph
describing conditions that raised substantial doubt about the
company's ability to continue as a going concern.

In connection with Sweeney Gates' audits for the two fiscal years
ended Sept. 30, 2007, and 2006, and the subsequent interim period
through Nov. 24, 2008, there have been no disagreements with
Sweeney Gates on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Sweeney Gates, would have caused it to make reference to the
subject matter of the disagreements in connection with its audit
reports on the Financial Statements.

Additionally, during the two recent fiscal years and through
Nov. 24, 2008, there have been no reportable events, as such term
is defined in Item 304(a)(1)(v) of Registration S-K.

The company requested that Sweeney Gates furnish to the company a
letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements.

A full-text copy of the letter is available for free at
http://ResearchArchives.com/t/s?3677

The company engaged Whitley Penn as the company's new independent
registered accounting firm to audit the company's consolidated
financial statements for the fiscal year ending Sept. 30, 2008.
The company's board approved the company's engagement of Penn.

                    About ESPRE Solutions Inc.

Headquartered in Plano, Texas, ESPRE Solutions Inc. (OTC: EPRT.PK)
-- http://www.espresolutions.com/-- is a video media services
company and owner of VUELive, a new web-based video distribution
platform that will deliver a suite of video applications to enable
businesses to collaborate visually anytime, anywhere there is a
broadband connection.

                       Going Concern Doubt

The company has incurred significant and recurring losses and
negative cash flow from operations.

In the period from inception to June 30, 2008, the company has
transacted a substantial amount of its business with related
parties.  The company continues to be dependent on revenues from
these related parties.   The achievement of profitability and the
ability to generate cash flows from operations is dependent upon,
among other things, the acceptance of the company's products and
services, competition from other products and the deployment of
video applications by the company's customers.

There is no assurance that management's plan will be successful.
Accordingly, the company believes substantial doubt exists about
its ability to continue as a going concern.


FALCON FRANCHISE: Fitch Takes Rating Actions on Four Transactions
-----------------------------------------------------------------
Fitch Ratings has taken these actions on four Falcon Franchise
Loan Transactions:

Falcon Franchise Loan Trust Certificates, Series 1999-1

  -- Class IO and A-2 notes affirmed at 'AAA';
  -- Class B notes affirmed at 'AA';
  -- Class C notes affirmed at 'A';
  -- Class D notes affirmed at 'BBB';
  -- Class E notes affirmed at 'BB'.

Falcon Franchise Loan Trust Certificates, Series 2000-1

  -- Class IO and A-2 notes affirmed at 'AAA';
  -- Class B notes affirmed at 'AA-';
  -- Class C notes affirmed at 'A-';
  -- Class D notes affirmed at 'BBB-';
  -- Class E notes downgraded to 'B' from 'BB-'.

Falcon Auto Dealership LLC, Series 2001-1

  -- Class IO and A-1 notes affirmed at 'AAA';

  -- Class A-2 notes affirmed at 'AA+';

  -- Class B notes rated 'A+' placed on Rating Watch Negative;

  -- Class C notes rated 'BBB+' placed on Rating Watch Negative;

  -- Class D notes rated 'B+' placed on Rating Watch Negative;

  -- Class E notes rated 'B/DR1' placed on Rating Watch Negative;

  -- Class F notes rated 'CCC/DR4' placed on Rating Watch
     Negative.

Falcon Auto Dealership LLC, Series 2003-1

  -- Class IO notes affirmed at 'AAA';

  -- Class A-1 and A-2 notes rated 'AAA' placed on Rating Watch
     Negative;

  -- Class B notes downgraded to 'BBB' from 'A' placed on Rating
     Watch Negative;

  -- Class C notes downgraded to 'BB' from 'BBB-' placed on Rating
     Watch Negative;

  -- Class D notes downgraded to 'B' from 'BB-' placed on Rating
     Watch Negative;

  -- Class E notes downgraded to 'CCC/DR1' from 'B+' placed on
     Rating Watch Negative;

  -- Class F notes downgraded to 'C/DR6' from 'CCC/DR5'.

The affirmations on Falcon 1999-1 reflect the transaction's
consistent performance to date and growing credit enhancement
levels.  While one obligor in the pool is currently defaulted,
Fitch believes that the current enhancement structure is able to
support expected losses at the current ratings.

The downgrade to the class E notes in Falcon 2000-1 reflects
concern regarding the future ability of the most subordinate notes
to receive principal and timely interest payments.  Write-offs on
defaulted obligors have eroded the credit enhancement available to
support the class E.  In addition, Fitch is concerned with certain
obligors who remain current on their payments but have recently
exhibited decreasing fixed charge coverage ratios.

The assignments of Rating Watch Negative on Falcon 2001-1 are
reflective of the potential for future losses as multiple obligors
in the transaction are experiencing operational concerns such as
declining sales and FCCRs in 2008.  While only one obligor has
defaulted on their payment, Fitch is concerned with the potential
for payment defaults on certain current loans in the near term.
The downgrades and assignments of Rating Watch Negative on Falcon
2003-1 are representative of significant defaults in the past few
months and the potential for losses associated with those
obligors.  Three defaulted obligors represent approximately 24% of
outstanding collateral and recent appraisals suggest that losses
will be realized on each account.  As such, the downgrades reflect
the enhancement that will be available to the notes after the
defaults are resolved and expected losses are realized.  The
assignment of Rating Watch Negative to all classes reflects the
potential for further deterioration in the case that losses are
greater than anticipated.

Fitch's analysis incorporated anticipated losses on defaulted
collateral given the servicer's and Fitch's recovery expectations.
Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise asset backed
securities sector.  The resulting anticipated collateral losses
were then applied to the transaction structure, enabling Fitch to
asses the impact of the losses on the securities and available
credit enhancement.

Fitch will continue to monitor each transaction and may take
additional rating actions in the event of future changes in
performance and enhancement measures.


FELCOR LODGING: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Irving, Texas-based FelCor Lodging
Trust Inc.  The corporate credit rating was lowered to 'B' from
'B+', and the rating outlook is negative.

"The downgrade reflects a downward revision in our expectation for
FelCor's operating performance in 2009, as the economy's impact on
the lodging industry has accelerated since S&P lowered the ratings
by one notch in October," noted Standard & Poor's credit analyst
Liz Fairbanks.  "Moreover, given the current pace of declining
demand by businesses and consumers, S&P is less convinced that
FelCor's recent hotel capital investments will enable its
portfolio to meaningfully outperform the industry, at least in the
short term."

In mid November, S&P revised its expectation for lodging industry
revenue per available room to decline in the mid- to high-single-
digit range in 2009.  The new ratings for FelCor consider a RevPAR
decline in this range, and an EBITDA decline in the high-teens
percentage area.  The company's recent announcement that it
expects 2009 RevPAR for its portfolio to decline in the
6% to 8% range is supportive of S&P's revised forecast.

The 'B' rating also reflects a weakening liquidity profile for
FelCor, with funds from operations coverage of interest and
preferred dividends (adjusted for operating leases) expected to
decline to about 1.5x in 2009.  The deterioration is based on
S&P's expectation that RevPAR declines at the high end of the 6%
to 8% range and incorporates modest margin erosion.  This coverage
measure was about 1.9x for the 12 months ended September 2008. S&P
is also concerned about a narrowing cushion relative to FelCor's
financial maintenance covenants given S&P's expectation for 2009
operating performance.  S&P is concerned that the company could
violate covenants if it underperforms S&P's current forecast.

FelCor is a real estate investment trust that owns 85 consolidated
hotels in 23 states and Canada.  Approximately 80% of the
company's hotels operate in the upper upscale segment.  Brands
include Embassy Suites, Doubletree, Hilton, Renaissance, Sheraton,
Westin, and Holiday Inn.


FIFTH THIRD: Moody's Puts B1 Financial Guarantor Rating on Review
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of one
tranche issued in Fifth Third Home Equity Loan Trust 2003-1
transaction.  The underlying securities' collateral consists
primarily of second lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: Fifth Third Home Equity Loan Trust 2003-1

  -- Cl. Fifth Third Home Equity Loan Asset-Backed Notes, Series
     2003-1, Downgraded to Baa3, previously on 12/05/2008 Upgraded
     to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)


FIRST HORIZON: Moody's Downgrades Ratings on Two Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches issued in three First Horizon transactions.  The
underlying securities' collateral consists primarily of second
lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: First Horizon ABS Trust 2004-HE1

  -- Cl. A Certificate, Downgraded to B1and Placed Under Review
     for Possible Downgrade, previously on 12/5/2008 Downgraded to
     Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: First Horizon ABS Trust 2004-HE3

  -- Cl. A Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/5/2008 Downgraded to
     Ba2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: First Horizon HELOC Notes 2006-HE1

  -- Cl. Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade, previously on 7/28/2008 Upgraded to A2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)


FIRST INTERNATIONAL: Fitch Affirms Junk Ratings on Various Notes
----------------------------------------------------------------
Fitch Ratings affirms these series for First International Bank:

FIB Business Loan Notes

Series 2000-A

  -- Class A at 'B-/DR2'
  -- Class M-1 at 'C/DR6';
  -- Class M-2 at 'C/DR6';
  -- Class B at 'C/DR6'.

FIB SBA Loan-Backed Adjustable Rate Certificates

Series 1999-1

  -- Class A at 'B/DR1';
  -- Class M at 'C/DR4';
  -- Class B at 'C/DR6'.

Series 2000-1

  -- Class A at 'CCC/DR3';
  -- Class M at 'C/DR6'.

Series 2000-2

  -- Class A at 'BB+';
  -- Class M at 'B-/DR1'.

The rating affirmations are a result of overall stable
performance.  Since Fitch's last rating action on Dec. 20, 2007,
all four transactions have experienced an increase in
delinquencies and losses.  Despite the deterioration in
performance, the current credit enhancement structure is
sufficient for the current rating levels.

Fitch's analysis incorporated a review of collateral
characteristics of the defaulted loans to determine recovery
expectations.  In its analysis, Fitch reviewed each transaction on
an individual loan basis.  All loans over 60 days delinquent were
deemed defaulted loans.  Loans were applied loss and recovery
expectations based on collateral characteristics (i.e. real
estate, machinery and equipment, and accounts receivables) and
historical recovery performance.  All loans over 180 days received
a further stress by discounting the remaining loan balance.  After
determining expected losses on each loan, these expectations were
applied to outstanding balances.  Fitch was then able to assess
the impact on enhancement levels.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


FORD MOTOR: Will Extend Plant Shutdown to January 12
----------------------------------------------------
Ford Motor Co. decided to extend the shutdown of some of 10 of its
assembly plants for an extra week in January, citing slow sales,
The Associated Press reports.

The AP relates that Ford Motor spokesperson Angie Kozleski said
that the normal two-week holiday shutdown will be extended to Jan.
12, 2009, at all operating assembly plants except the plant in
Claycomo and the Dearborn truck plant, which will both resume
operations on Jan. 5, 2009.  The two plants, says The AP, make the
F-150 pickup truck.  Claycomo also makes the Ford Escape and
Mercury Mariner, the report states.

According to The AP, Ford Motor will also extend the shutdown at
some engine, transmission and parts stamping plants, or shut
portions of them.

         Ford Not in Loan Pact Talks With Credit Unions

Sharon Terlep at The Wall Street Journal reports that while
General Motors Corp. and Chrysler LLC have entered into loan
agreements with credit unions, Ford Motor isn't in talks on a
similar deal, as it believes its finance arm, Ford Financial, can
meet buyers' needs.

                       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-'.


G-I HOLDINGS: Court Sends Plan to Creditors for Voting
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the First Amended Disclosure Statement for the Second Amended
Joint Plan of G-I Holdings Inc. and ACI Inc., dated Dec. 3, 2009.

A hearing to consider confirmation of the Plan has been scheduled
for Jan. 28, 2009.

The Debtors will send the Plan to impaired creditors -- parties
who are expected to recover less than 100% of their claims -- for
balloting.  Holders of unsecured claims against G-I are expected
to recover 8.6% while holders of unsecured claims against ACI will
recover 100 cents on the dollar.  The Debtors did not specify the
expected recovery by asbestos claimants but acknowledged that
these claimants are impaired under the plan.

Holders of equity interests in G-I and ACI, with the exception of
Class B shareholders, will not receive any distributions on
account of their equity interests and thus, will be deemed to
reject the plan.  Existing equity interests in the Debtors will be
extinguished pursuant to the Plan.  The Debtors will issue G-I
Class B Shares and ACI Class B Shares prior to the Effective Date,
which will remain outstanding.

Section 1129(a)(8) of the Bankruptcy Code requires that each class
of claims or interests under a plan has either accepted the plan
or is not impaired under the plan.  The Debtor, however, are
expected to seek confirmation of the Plan under Section
1129(b)(1)'s "cramdown" provision.  Under the cramdown provision,
notwithstanding Section 1129(a)(8), upon the request of the plan
proponent, the plan may be confirmed if it does not discriminate
unfairly, and is fair and equitable, with respect to each class of
claims or interests that is impaired under, and has not accepted,
the plan.

A full-text copy of the Amended Chapter 11 Plan, dated Dec. 3,
2008, is available for free at:

               http://researcharchives.com/t/s?366d

A full-text copy of the Amended Disclosure Statement, dated
Dec. 3, 2008, is available for free at:

               http://researcharchives.com/t/s?366e

              More than $875-Mil. for Asbestos Claims

The Plan resolves G-I's liability for asbestos claims by
channeling them to an asbestos trust.  The Debtors will transfer
up to $215 million in cash, a note in the amount of $560 million,
and other consideration to the asbestos trust.  The Debtors did
not specify the expected recovery by asbestos claimants but
acknowledged that these claimants are impaired under the plan.

Holders of asbestos personal injury claims will be permanently
enjoined from pursuing their claims against the Reorganized
Debtors, Building Materials Corporation of America, and certain
other parties, and will look solely to the asbestos trust for
payment of their claims.

The asbestos trust will not assume liability for these claims,
whether or not asserted before the conclusion of G-I's Chapter 11
cases, and whether or not related, directly or indirectly, to
asbestos:

   (i) Workmens' Compensation Claims,
  (ii) Environmental Claims,
(iii) Asbestos Property Damage Claims,
  (iv) Asbestos Property Damage Contribution Claims,
   (v) Bonded Claims (other than any deficiency portion of a
         Bonded Asbestos Personal Injury Claim),
  (vi) Indirect Trust Claims held by an Affiliate or
  (vii) the claims of the Center for Claims Resolution, Inc. or
         its members.

              Global Compromise to Cut Case by 1 Year

On or about March 5, 2007, G-I, the asbestos claimants committee
appointed in the Chapter 11 cases, and Mr. Judson Hamlin, as the
representative of present and future persons holding asbestos
related legal demands participated in a mediation under the
auspices of former United States District Judge Nicholas H.
Politan in an effort to resolve these Chapter 11 cases and
litigation related to the Chapter 11 cases.  Following the
mediation, the parties outlined the principal terms of a potential
global settlement and agreed to endeavor to complete the global
settlement with comprehensive documentation in the form of a
proposed Chapter 11 plan and its ancillary documents.

The Plan incorporates a global settlement of all of the disputes
in the Chapter 11 cases and related litigations among the Debtors
and their shareholders and the Asbestos Claimants Committee and
the Legal Representative, and third-party defendants.  The global
settlement negotiated by the Debtors, the Asbestos Claimants
Committee, and the Legal Representative is implemented by the Plan
and was arrived at prior to the estimation of G-I's aggregate
asbestos liability, but after each party had investigated the
issues thoroughly with its own experts.

In proposing the Plan, the Plan Proponents are offering a non-
litigation solution to Creditors.  This solution, which the
Debtors believe fairly reflects the risks of litigation, will
reduce the future duration of the Chapter 11 cases and the
expenses attendant to protracted disputes.  The Debtors believe
that, if the issues resolved by the Plan were litigated to
conclusion, the Chapter 11 Cases would be prolonged for, at a
minimum, an additional year, and probably much longer, and the
Debtors' estates would incur significant costs.

                   8.6% for G-I, 100% for ACI's
                         Unsec. Creditors

The Plan divides the Allowed Claims and Equity Interest under the
Plan into several classes.

Each holder of an allowed administrative expense claim will be
paid in full, in cash.

Each holder of an allowed priority tax claim will receive (a) cash
in an amount equal to the allowed claim, (b) a transferable note
that provides for a cash payment in an amount equal to the allowed
claim, together with interest at 4%, on the 6th anniversary from
the date of the final determination of the assessment of the tax
claim, or (c) any combination of cash and a note.

G-I priority non tax claims under Class 1A, ACI priority non-tax
claims under Class 1B, G-I secured claims under Class 2A, and ACI
secured claims under Class 2B are all unimpaired.  The legal,
equitable, and contractual rights of the holders of claims in
these classes are unaltered by the Plan.

G-I Unsecured Claims under Class 3A are impaired under the Plan.
Each holder of an Allowed G-I Unsecured Claim will receive cash in
an amount equal to 8.6% of the Allowed Claim.

ACI Unsecured Claims under Class 3B are unimpaired under the Plan.
The legal, equitable, and contractual rights of the holders of
Allowed ACI Unsecured Claims are unaltered by the Plan, or the
Allowed ACI Unsecured Claims will otherwise be rendered unimpaired
pursuant to Section 1124 of the Bankruptcy Code.

Environmental claims for remedial relief under Class 4 are
unimpaired under the Plan.  The legal, equitable, and contractual
rights of the holders of these claims are unaltered.

Other environmental claims under Class 5 are impaired under the
Plan.  Each holder of these claims will receive cash in an amount
equal to 8.6% of the allowed claim.

Asbestos claims under Class 6 are impaired under the Plan.  All
Class 6 Claims will be resolved, determined, and paid pursuant to
Sec. 524(g) of the Bankruptcy Code and the terms, provisions, and
procedures of the Asbestos Trust Agreement and the Asbestos Trust
Distribution Procedures.  The sole recourse of the holder of a
Class 6 Claim will be to the Asbestos Trust, and the holder will
have no right whatsoever at any time to assert its Class 6 Claim
against any Protected Party.

Asbestos Property Damage Claims and Asbestos Property Damage
Contribution Claims under Class 7 are impaired under the Plan.
Each holder of an Allowed Asbestos Property Damage Claim or
Allowed Asbestos Property Damage Contribution Claim will receive
cash in an amount equal to 8.6% of the Allowed Claim.  These
claims will be solely paid from the PD Existing Insurance and not
from G-I.

The CCR Claim under Class 8 is unimpaired if the CCR Settlement is
approved, and impaired if the CCR Claim is litigated.

Bonded Claims under Class 9 are unimpaired.  Each holder of the
claim will receive cash in an amount equal to its claim.  In no
event, however, will the cash distribution exceed the amount of
the bond securing the claim.  Each claim will look solely to the
bond securing it for the cash distribution, and will receive no
cash distribution from G-I.

G-I affiliate claims under Class 10A are impaired under the Plan.
Each holder of a G-I Affiliate Claim will receive no distribution
of Cash or property in respect of the claim.

ACI affiliate claims under Class 10B are unimpaired under the
Plan.  The legal, equitable, and contractual rights of the holders
of the claims are unaltered by the Plan.

G-I Equity Interest Redemption Claims under Class 11 are impaired
under the Plan.  Each holder of a G-I Equity Interest Redemption
Claim will receive no distribution of Cash or property in respect
of the claim.

G-I equity interests under Class 12A are impaired under the Plan.
All instruments evidencing a G-I Equity Interest (but not the G-I
Class B Shares) will be canceled without further action under any
applicable agreement, law, regulation, or rule.

ACI equity interests under Class 12B are impaired under the Plan.
All instruments evidencing an ACI Equity Interest (but not the ACI
Class B Shares) will be canceled without further action under any
applicable agreement, law, regulation, or rule.

                     Claimants Allowed to Vote

Holders of Classes 1A, 1B, 2A, 2B, 4, 8, 9 and 10B, being
unimpaired, are conclusively presumed to have accepted the Plan
and are not entitled to vote.  Holders of Classes 3A, 5, 6 and 7
are entitled to vote to accept or reject the Plan.  While Class 5
is entitled to vote, the Debtors will conclusively deem Class 5 to
have rejected the plan.

Holders of Classes 10A, 11, 12A, and 12B, are conclusively deemed
to have rejected the Plan and are not entitled to vote.

                       About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for Chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Martin J.
Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q. Karcher,
Esq., at Dewey & Leboeuf LLP, represents the Debtors as counsel.
Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig,
Scherer, Hyland, represent the Debtors as co-counsel.  Lowenstein
Sandler PC represents the Official Committee of Unsecured
Creditors.  Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, P.L.L., represents the
Futures Representative.


GATEHOUSE MEDIA: Bank Debt Sells at 86% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media is
a borrower traded in the secondary market at 14.40 cents-on-the-
dollar during the week ended December 12, 2008, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.35 percentage points from
the previous week, the Journal relates.  The syndicated loan
matures on February 27, 2014.  The bank loan carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.

In September, Standard & Poor's Ratings Services lowered the
corporate credit rating on GateHouse Media Operating Inc. to
'CCC+' from 'B'. "The downgrade reflects increased pressure on
GateHouse's liquidity profile given current newspaper industry
trends," said Standard & Poor's credit analyst Liz Fairbanks.  "We
are concerned that the company's free cash flow and other cash
sources may not be sufficient to meet obligations over the next
year."

S&P noted that the company's obligations include the need for full
repayment of outstanding revolver borrowings ($27.7 million as of
Aug. 4) by Nov. 15, 2008 to avoid violating the company's total
leverage covenant, repayment of its note payable to Morris
Publishing Group ($10.4 million) due Nov. 30, 2008, and repayment
of its bridge loan ($17.0 million) due Aug. 15, 2009.

During the third quarter ended September, the company paid off its
revolving credit facility.  With the revolving credit facility at
zero, the company is not subject to any leverage test under its
long term credit facility.  The company has said it does not
intend to borrow on the revolving credit facility in the near term
and intends to fund working capital needs with cash from
operations.

On February 15, 2008, GateHouse Media Intermediate Holdco, Inc., a
subsidiary of GateHouse Media Holdco II, Inc., and GateHouse Media
entered into a Bridge Credit Agreement with Barclays Capital, as
syndication agent, sole arranger and book runner.  The 2008 Bridge
Facility provided a $20.6 million term loan facility subject to
extensions through August 15, 2009.  The 2008 Bridge Facility is
secured by a first priority security interest in all present and
future capital stock of Holdco owned by Holdco II and all proceeds
thereof.

No principal payments are due on the 2008 Bridge Facility until
the maturity date.  As of September 30, 2008, a total of $17
million was outstanding under the 2008 Bridge Facility.  On
October 17, 2008, Barclay's granted the company a waiver from
compliance with the total leverage ratio covenant with respect to
the quarter ending September 30, 2008.

GateHouse has said it cannot provide any assurance that it will be
in compliance with this or any other covenant contained in the
2008 Bridge Facility in future periods or that Barclay's will
grant any waivers in the future.

Effective October 24, 2008, the New York Stock Exchange delisted
the company's common stock.  The company's common stock is
currently quoted in the over-the-counter market under the trading
symbol "GHSE".

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of September 30, 2008, the company reported $1.34 billion in
total assets and $1.38 billion in total liabilities, resulting in
$34.1 million in stockholders' deficit.  The company reported
total revenues of $171.6 million in the quarter, an increase of
6.4% over the third quarter of 2007.


GE BUSINESS: Fitch Affirms Low-B Ratings on Various Trusts
----------------------------------------------------------
Fitch Ratings affirms these series for GE Business Loan Trust:

Series 2003-1

  -- Class A at 'AAA';
  -- Class B at 'A'.

Series 2003-2

  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB'.

Series 2004-2

  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2005-1

  -- Class IO at 'AAA';
  -- Class A-2 at 'AAA';
  -- Class A-3 at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2005-2

  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2006-1

  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'AA';
  -- Class C at 'A';
  -- Class D at 'BBB'.

Series 2006-2

  -- Class A at 'AAA';
  -- Class B at 'AA';
  -- Class C at 'A';
  -- Class D at 'BBB'

The affirmations are due to stable performance since Fitch's last
rating action on Nov. 22, 2006.  The transactions have continued
to exhibit stable portfolio performance with relatively low levels
of delinquencies and minimal net losses to date.  As a result,
credit enhancement for the certificates is sufficient at their
current rating levels.


GEMINI AIR: Court OKs Ch. 7 Trustee Deal w/ Secured Lender
----------------------------------------------------------
The newly appointed Chapter 7 trustee for Gemini Air Cargo
Inc. received approval from the U.S. Bankruptcy Court for the
Southern District of Florida (Miami) of a settlement with Gemini
Air's secured lender Laurus Master Fund Ltd.

According to Bloomberg's Bill Rochelle, the settlement provides
that the:

   * Ch. 7 trustee will waive claims against Laurus and creditors,
     employees, and the pilots' union would be barred from suing
     Laurus.

   * Laurus will share with the trustee a portion of what it
     receives in collecting some of the assets making up
     collateral for its secured claim.

Mr. Rochelle relates that the Court previously authorized Gemini
to transfer its last major assets to Laurus in exchange for $15
million in debt. Laurus was owed $23.5 million on a term loan and
revolving credit.

Gemini's air cargo business had four leased MD-80F aircraft that
were given back to the owners, according to Bloomberg.

                     About Gemini Air Cargo

Based in Dulles Virginia, Gemini Air Cargo, Inc. --
http://www.geminiaircargo.com/-- provides airfreight services.
It operates cargo schedules and charters on a wet-lease basis.

The Debtor and a debtor-affiliate first filed for chapter 11
protection on March 15, 2006, (Bankr. S.D. Florida Case Nos. 06-
10870 and 06-10872).  Kourtney P. Lyda, Esq., at Haynes and Boone,
LLP, represents the Debtor.  The Debtors emerged from bankruptcy
five months later in August 2006.

The Debtor filed for chapter 22 protection together with its three
debtor-affiliates on June 18, 2008 (Bankruptcy S.D. Fla. Lead Case
No. 08-18175).  Paul Steven Singerman, Esq., at Berger Singerman
P.A., represents the Debtors in their restructuring efforts.  The
Debtor's financial condition as of the petition date showed
estimated assets of between $100 million and $500 million and
debts of between $100 million and $500 million.

As reported by the Troubled Company Reporter on Aug 25, 2008, the
Debtors' cases were converted to Chapter 7 liquidation
proceedings.


GENERAL GROWTH: Gets Waiver for $900MM Loans Until Feb. 12
----------------------------------------------------------
General Growth Properties, Inc., reported that its syndicate of
lenders for the $900 million Fashion Show and Palazzo mortgage
loans has entered into a Forbearance and Waiver agreement that
extends until Feb. 12, 2009.  The company also said that its
syndicate of lenders for the 2006 Senior Credit Agreement has
entered into a Forbearance and Waiver agreement that extends until
Jan. 30, 2009, and, in connection with this agreement, the company
has agreed to certain restrictions and covenants with this
syndicate during the forbearance period.

As reported by Troubled Company Reporter on Dec. 18, 2008, General
Growth was seeking to for an agreement with its syndicate of
lenders to further extend the maturity date on the
$900 million Fashion Show and Palazzo mortgage loans.  The company
said it was continuing its discussions with lenders regarding its
loans.

According to Kris Hudson at The Wall Street Journal, General
Growth secured the agreements on the loan after six of the lenders
-- Deutsche Bank AG, Eurohypo AG, Wachovia Corp., Bank of America
Corp., Goldman Sachs Group Inc. and an unidentified German lender
-- convinced Citigroup Inc. to go along with the extension, by
threatening an "end run" to get Citigroup's cooperation.  WSJ
reports that Citigroup had required changes to a $2.6 billion
unsecured term loan and credit facility that General Growth gained
in 2006 and in which Citigroup is a lender.

Citing people familiar with the matter, WSJ relates that Citigroup
has been trying to get General Growth to give it other concessions
in exchange for its consent for the extension.  The report says
that the other banks were able to reduce Citigroup's leverage by
delaying on calling the loan due without Citigroup.   The other
banks, according to the report, said that they wouldn't agree to
declare the loan due if an extension wasn't approved.

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: Car Czar May Force Bankruptcy Filing
----------------------------------------------------
Citing Senator Carl Levin, John Hughes at Bloomberg reports that
the U.S. Treasury may adopt a plan that would let a car czar or
the Treasury secretary force General Motors Corp. and Chrysler LLC
into bankruptcy if the two companies fail to prove that they can
survive without government financial assistance.

Bloomberg relates that the Treasury plan would resemble a measure
that the Congress passed last week that was rejected by the
Senate.  According to the report, Sen. Levin said that GM and
Chrysler would be required to submit viability plans by March 31,
2009, or lose any government support.  The report quoted Senator
Levin as saying, "The power rests in the hands of either the czar
or the Secretary of the Treasury to force bankruptcy by
March 31."

Sen. Levin, states Bloomberg, said that Treasury Secretary Henry
Paulson and his successor would "in effect" be the car czar
because the Treasury Department would supervise the financial
assistance program.  The administration was moving with
"deliberative speed" in considering possible financing for U.S.
automakers, the report says, citing Mr. Paulson.

According to Bloomberg, White House spokesperson Tony Fratto said,
"There will be conditions to any taxpayer financing.  There will
be rigorous oversight to make sure that these companies are doing
what they promised to do, and we want to make sure that everyone
is making the concessions that they're going to have to commit to
make."

               GM-Chrysler Merger Talks Resume

General Motors Corp. has resumed talks with Chrysler LLC on a
possible merger, after Cerberus Capital Management LP said that it
is willing to sell part of its stake in Chrysler, The Wall Street
Journal reports, citing people familiar with the matter.

According to WSJ, Cerberus Capital restarted the talks as cash in
GM and Chrysler become scarce.

Sources said that GM and Chrysler ended the negotiations in early
November, Naoko Fujimura and Dave McCombs at Bloomberg News
relate.

Shawn Langlois at MarketWatch reports that GM spokesperson Tony
Cervone denied the merger negotiations, saying, "We are not in
merger talks with Chrysler.  We stated in November that any talks
related to a potential merger were tabled so we could focus on our
liquidity situation.  That remains the case."  MarketWatch states
that Chrysler spokesperson Shawn Morgan also dismissed the reports
as rumor.

                      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.


GMAC LLC: Pacific Investment Declines to Tender Bond Holdings
-------------------------------------------------------------
Pacific Investment Management Co. has declined to tender its bond
holdings as part of a debt restructuring at GMAC LLC, Aparajita
Saha-Bubna and John D. McKinnon at The Wall Street Journal report,
citing a person familiar with the matter.

According to WSJ, GMAC is seeking to turn itself into a bank.  As
reported by the Troubled Company Reporter on Dec. 16, 2008, GMAC
amended and extended for the fourth time its separate private
exchange offers and cash tender offers to purchase and exchange
certain of its and its subsidiaries' and Residential Capital,
LLC's outstanding notes in order to reflect an agreement in
principle reached with representatives of a substantial portion of
the outstanding notes.  GMAC said it extended the early delivery
time with respect to the offers to Dec. 16, 2008, and extended the
expiration date of the offers to Dec. 26, 2008.  The TCR reported
on Dec. 11, 2008, that GMAC threatened bondholders that it would
abandon its effort to become a bank holding company if it doesn't
get the required support from them.  GMAC failed to lure enough
bondholders to the $38 billion debt exchange offer and so the
company failed to raise enough capital for it to become a bank
holding company.  GMAC must raise $2 billion of new capital and
have at least $30 billion in total regulatory capital.  By
becoming a bank, GMAC will be able to access the Treasury's $700
billion rescue fund.  It will also allow GMAC to sell bonds backed
by the Federal Deposit Insurance Corp., giving it new funding.

Pacific Investment, WSJ says, is a large investor in GMAC's debt
and a person familiar with the matter said that the investor had
agreed last week to tender its GMAC holdings after GMAC amended
the terms of its $38 billion debt exchange offer.  WSJ states that
if Pacific Investment doesn't participate in GMAC's debt
restructuring, GMAC would fall short of the capital it needs to
become a bank-holding company, which would allow the company to
use federal funds available to banks.

WSJ relates that GMAC had received 58% of existing and eligible
GMAC debt securities and 38% of outstanding debt securities of
ResCap as of December 17.  WSJ reports that about 75% must be
tendered for the debt restructuring to succeed in raising capital.

                         About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         About GMAC LLC

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

GMAC Financial Services is in turn wholly owned by GMAC LLC.

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

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

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

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

                          *     *     *

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.


GMACM HOME: Moody's Puts Ratings on 24 Tranches Under Review
------------------------------------------------------------
Moody's Investors Service takes ratings actions on 24 tranches
issued in 11 GMACM Home Equity Loan Trust transactions.  The
underlying securities' collateral consists primarily of closed-end
second lien residential mortgage loans and second lien home equity
lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors.  The underlying ratings generally reflect the
intrinsic credit quality of the securities in the absence of the
guarantee.  The current ratings on the below--noted securities are
consistent with Moody's practice of rating such insured securities
at the higher of the guarantor's insurance financial strength
rating and the underlying or intrinsic rating. Please see the
press release dated November 10, 2008, titled "Moody's modifies
approach to rating structured finance securities wrapped by
financial guarantors".

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR.  The
first approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.

Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.
Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: GMACM Home Equity Loan Trust 2001-HE3

  -- Cl. A-1 Notes, Downgraded to Baa2, previously on 8/6/2008
     upgraded to A3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating, Downgraded to Baa2 from A3

Issuer: GMACM Home Loan Trust 2001-HLTV1

  -- Cl. A-I-7 Certificates, Downgraded to Baa1 previously on
     11/17/2008 downgraded to A2

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

Issuer: GMACM Home Equity Loan Trust Series 2002-HE1

  -- Cl. A-1 Notes, Downgraded to B1 and placed Under Review for
     Possible Downgrade; previously on 08/06/2008 upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B3 from Baa2

  -- CL. A-2 Notes, Downgraded to B1 and placed Under Review for
     Possible Downgrade; previously on 08/06/2008 upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B3 from Baa2

Issuer: GMACM Home Equity Loan Trust 2003-HE1

  -- Cl. A-3 Notes, Downgraded to B1 and placed Under Review for
     Possible Downgrade; previously on 08/06/2008 upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B3 from Baa2

Issuer: GMACM Home Equity Loan Trust 2004-HE1

  -- Cl. A-3 Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 08/06/2008 Upgraded to Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa1 from Baa1

  -- Cl. VPRN, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 08/06/2008 Upgraded to Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa1 from Baa1

Issuer: GMACM Home Loan Trust 2004-HLTV1

  -- Cl. A-4 Notes, Downgraded to Baa1; previously on 8/6/2008
     upgraded to Aa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Baa1 from Aa3

Issuer: GMACM Home Equity Loan Trust 2005-HE1

  -- Cl. A-2 Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 03/31/2008 Downgraded to
     Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from Baa3

  -- Cl. A-3 Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 03/31/2008 Downgraded to
     Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from Baa3

  -- Cl. A-1 VPRN, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 8/06/2008 Downgraded to
     Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from Baa3

Issuer: GMACM Home Equity Loan Trust 2005-HE2

  -- Cl. A-3 Certificate, Downgraded to B1 previously on
     08/06/2008 upgraded to A2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B1 from A2

  -- Cl. A-4 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade; previously on 08/06/2008 upgraded to
     Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B2 from Baa2

  -- Cl. A-5 Certiicate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade; previously on 08/06/2008 upgraded to
     Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from Baa2

  -- Cl. A-6, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 08/06/2008 upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from Baa2

Issuer: GMACM Home Equity Loan Trust 2006-HE1

  -- Cl. A Notes, Current rating B1 Under Review for Possible
     Downgrade

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa2 from B3

Issuer: GMACM Home Equity Loan Trust 2006-HE2

  -- Cl. A-1 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade; previously on 3/31/2008 Downgraded to
     Baa3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B3 from Baa3

  -- Cl. A-2 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade; previously on 8/6/2008 Downgraded to
     Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to B3 from Baa2

  -- Cl. A-3 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade; previously on 08/06/2008 Downgraded
     to Ba1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Caa1 from Baa2

  -- Cl. A-4, Downgraded to B1 and Placed Under Review for
     Possible Downgrade; previously on 08/06/2008 Downgraded to B1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Ca from Baa2

Issuer: GMACM Home Loan Trust 2006-HLTV1

  -- Cl. A-2 Certificate, Downgraded to Baa1 previously on
     8/6/2008 Upgraded to Aaa

  -- Financial Guarantor: Financial Guaranty Insurance Company
      (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Baa1 from Aaa

  -- Cl. A-3 Certificate, Current rating Baa2 previously on
     8/6/2008 Upgraded to Aa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Baa2 from Aa1

  -- Cl. A4 Certificate, Downgraded to Baa3 previously on 8/6/2008
     Upgraded to A1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Baa3 from A1

  -- Cl. A-5 Certificate, Downgraded to Ba1 previously on 8/6/2008
     Upgraded to Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying rating Downgraded to Ba1 from Baa1


GREENBRIER COS: S&P Cuts Corp. Credit Rating to B+; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Greenbrier Cos. Inc., including the corporate credit rating to
'B+' from 'BB-'.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
Nov. 6, 2008.  The outlook is negative.

"The rating actions reflect the deterioration in key measures of
the company's credit quality and follows weakening operating
results due to lower railcar deliveries," said Standard & Poor's
credit analyst Robyn Shapiro.  "We expect operating results to
weaken further in 2009 with lower orders for freight cars and the
possibility of a more competitive operating environment," the
analyst continued.

The ratings on Lake Oswego, Ore.-based Greenbrier reflect the
company's weak business risk profile stemming from the cyclicality
of the freight car manufacturing industry; the dramatic decline in
demand for new railcars as a result of slower economic growth and
weaker carloadings; and limited customer diversity.  The company
also has a highly leveraged financial risk profile, marked by
increased debt balances as a result of recent acquisitions.
Greenbrier has a solid position in the intermodal railcar market
and the benefit of the relatively more stable refurbishment and
leasing businesses.

Demand for Greenbrier's railcar products is highly volatile
because railroads, shippers, and equipment lessors' capital
spending is cyclical.  In addition, a significant portion of the
company's revenue and backlog is generated from a few major
customers such as Burlington Northern Santa Fe Corp., GE Equipment
Services, Union Pacific Corp., and Crowley Maritime Corp.  Such
dependence on key customers limits Greenbrier's pricing power.
Geographic diversity is limited, with about 18% of Greenbrier's
revenues coming from outside the U.S.

Greenbrier's financial risk profile is highly leveraged. The
company's total debt to EBITDA (adjusted for the capitalization of
operating leases) as of Aug. 31, 2008, was about 5.5x.  For the
current rating S&P expects total debt to EBITDA between 4x-5x.
The ratio of funds from operations to total debt of about 11% is
within S&P's 10%-15% expectation for the current rating.

S&P could lower the ratings if liquidity deteriorates
significantly or if Greenbrier fails to operate within the range
of credit metrics expected for the current rating.  For example,
S&P could revise the outlook to negative or lower the rating if
total adjusted debt to EBITDA appears likely to remain above 6x.
S&P could revise the outlook to stable if the company establishes
a track record of operating within credit metrics expected at the
current rating and begins to generate free cash flow.


HELLER SBA: Fitch Affirms Ratings on Class B Certificates at 'BB'
-----------------------------------------------------------------
Fitch Ratings affirms Heller SBA pass-through adjustable rate
certificates, series 1998-1:

  -- Class X at 'AAA';
  -- Class A at 'AAA';
  -- Class M-1 at 'AA';
  -- Class M-2 at 'A';
  -- Class M-3 at 'BBB';
  -- Class B at 'BB'.

The affirmations are due to stable performance since Fitch's last
rating action on Dec. 20, 2007.  The transaction has seen an
uptick in delinquencies, but the pace of net losses has declined
as no additional losses have been realized since the last action.
As a result, credit enhancement for the certificates is sufficient
at their current rating levels.


HOOP HOLDINGS: Court Confirms Chapter 11 Plan of Liquidation
------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware confirmed the Chapter 11 plan of
liquidation of Hoop Holdings LLC and its debtor-affiliates.

The Troubled Company Reporter said Nov. 10, 2008, the plan
proposes to give unsecured creditors a 25% to 36% return on claims
totaling between $85 million and $91 million.

Proceeds from the sale of Hoop Holdings' 220 store outlets in
North America from Hoop Holdings back to Walt Disney will be, or
were used, to repay creditors.  Under their certain asset purchase
agreement, the purchase price for the Disney Store business and
assets was roughly $50 million to $55 million, payable to Hoop,
for the USA Acquired Assets, subject to adjustments based on
inventory levels and $4 million, payable to accounts to be
specified by TCP Services, for the assignment of its Pasadena,
California headquarters office lease.

Secured creditor Wells Fargo Retail Finance was paid its
$9.3 million claim from the sale proceeds.

A full-text copy of the Debtors' Chapter 11 plan of liquidation is
available for free at http://ResearchArchives.com/t/s?3670

                       About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No. 08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  Gibson Dunn & Crutcher LLP serves as
the Debtors' as special counsel.  Traxi LLC provides crisis
management services to the Debtors.  The U.S. Trustee for Region 3
has appointed seven members to the official committee of unsecured
creditors.  Pepper Hamilton LLP serves as the Committee's Delaware
counsel.  When the Debtors' filed for protection against their
creditors, they listed assets and debts between $100 million to
$500 million.


I/OMAGIC CORP: Thomas L. Gruber Resigns as Chief Financial Officer
------------------------------------------------------------------
I/OMagic Corp. disclosed in a filing with the Securities and
Exchange Commission changes in the company's management.

On Dec. 4, 2008, Dr. William Ting resigned effective immediately
as a member of the board of the directors.  On November 17,
Dr. Ting notified the board of his intention to resign, stating
that he will remain on the board of directors until a replacement
is found.  In addition, Dr. Ting resigned as a member and chairman
of the company's audit committee.

On Nov. 21, 2008, Thomas L. Gruber resigned his position as the
company's chief financial officer effective immediately.  Steel Su
notified the board by written letter dated Nov. 28, 2008, and
delivered on Dec. 3, 2008, that he resigned effectively
immediately as a member of the board.

                       About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corp. (OTC BB: IOMG)
-- http://www.iomagic.com/-- sells data storage products,
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.

I/OMagic Corp.'s consolidated balance sheet at June 30, 2008,
showed $5,330,359 in total assets and $6,400,120 in total
liabilities, resulting in a $1,069,761 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $4,814,273 in total current assets
available to pay $6,360,201 in total current liabilities.

The company reported a net loss of $2,171,184 on net sales of
$2,205,033 for the second quarter ended June 30, 2008, compared
with a net loss of $839,599 on net sales of $6,487,868 in the
same period in 2007.

                       Going Concern Doubt

Swenson Advisors, LLP, in San Diego, California, expressed
substantial doubt about I/OMagic Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred significant
operating losses, has serious liquidity concerns, and may require
additional financing in the foreseeable future.


I/OMAGIC CORP: Audit Committee's Review Delays Filing of 10-Q
-------------------------------------------------------------
I/OMagic Corp. disclosed in a filing with the Securities and
Exchange Commission that it was unable to file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2008, in a
timely manner without unreasonable effort or expense because the
company's audit committee needs additional time to review and
approve the report.

The company disclosed unaudited preliminary results of operations
for three and nine months ended Sept. 30, 2008.

The company anticipates reporting net sales of $1.5 million for
the three months ended Sept. 30, 2008, a decrease of approximately
$4.2 million compared to $5.8 million in net sales reported for
the same period in 2007.  The decrease in net sales for the three
months ended Sept. 30, 2008, resulted from a decrease in sales of
the company's optical and magnetic data storage products.

The company anticipates reporting a net loss of $1.0 million for
the three months ended Sept. 30, 2008, an increase of $326,000
compared to a net loss of $703,000 reported for the same period in
2007.  The increase in net loss for the three months ended Sept.
30, 2008, resulted from a decline in the company's gross profit
due to lower net sales and competitive pricing pressures
associated with the company's data storage products.

The company anticipates reporting net sales of $9.3 million for
the nine months ended Sept. 30, 2008, a decrease of approximately
$10.6 million compared to $19.9 million in net sales reported for
the same period in 2007.  The decrease in net sales for the nine
months ended Sept. 30, 2008 resulted from a decrease in sales of
the company's optical and magnetic data storage products.

The company anticipates reporting a net loss of approximately
$4.0 million for the nine months ended Sept. 30, 2008, an increase
of $2.0 million compared to a net loss of $2.0 million reported
for the same period in 2007.  The increase in net loss for the
nine months ended Sept. 30, 2008, resulted from a decline in the
company's gross profit due to lower net sales and competitive
pricing pressures associated with the company's data storage
products.

                       About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corp. (OTC BB: IOMG)
-- http://www.iomagic.com/-- sells data storage products,
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.

I/OMagic Corp.'s consolidated balance sheet at June 30, 2008,
showed $5,330,359 in total assets and $6,400,120 in total
liabilities, resulting in a $1,069,761 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $4,814,273 in total current assets
available to pay $6,360,201 in total current liabilities.

The company reported a net loss of $2,171,184 on net sales of
$2,205,033 for the second quarter ended June 30, 2008, compared
with a net loss of $839,599 on net sales of $6,487,868 in the same
period in 2007.

                       Going Concern Doubt

Swenson Advisors, LLP, in San Diego, California, expressed
substantial doubt about I/OMagic Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred significant
operating losses, has serious liquidity concerns, and may require
additional financing in the foreseeable future.


I/OMAGIC CORP: Swenson Withdraws Audit Reports for 2006 and 2007
----------------------------------------------------------------
I/OMagic Corporation received a withdrawal letter from its former
independent registered public accounting firm, Swenson Advisors,
LLP.  The letter stated that the firm was withdrawing its audit
reports dated July 9, 2007, and March 31, 2008, related to the
company's issued financial statements for the years ended Dec. 31,
2006, and 2007.

In addition, the Former Auditor stated in the letter that its
completed interim reviews related to the issued financial
statements for the periods ended March 31, 2007, June 30, 2007,
Sept. 31, 2007, and March 31, 2008, must no longer be relied upon
by the company.

The Former Auditor stated in the letter that the withdrawals were
made based upon certain findings made by the company's Audit
Committee contained in a report on an internal investigation
regarding certain matters involving the company's chief financial
officer and the underlying facts of the Report.  The investigation
of the Audit Committee concerned a civil judgment against the CFO
for breach of contract, deceit and fraud in inducement in
connection with a matter unrelated to the company.  The Report
concluded, among other things, that the CFO's actions and
inactions had resulted in an overall lack of confidence in his
abilities and his veracity and a lack of confidence in the
company's financial statements.  In addition, the Report stated
that the Audit Committee recommended to management of the company
that the CFO be asked to resign and that steps be taken to obtain
the CFO's assistance in the transition to a new chief financial
officer.

Prior to the issuance of the withdrawal letter, the company's
Audit Committee, president, CEO and chairman of the board and the
company's legal counsel had several discussions with the Former
Auditor regarding the possibility that the Former Auditor would
withdraw its audit reports and completed interim reviews.  In a
number of those discussions, the Former Auditor urged the company
to conclude that the company's issued financial statements must no
longer be relied upon.  During these discussions the Former
Auditor was advised that notwithstanding the language contained in
the Report, neither the Audit Committee nor the company's board of
directors had concluded that any issued financial statements of
the company, including those financial statements subject to the
Former Auditor's withdrawals, must no longer be relied upon
because of an error in such financial statements.  It was the
intention of the company and the Audit Committee to engage the
Former Auditor or the company's existing independent registered
public accounting firm to conduct additional reviews of the
financial statements to provide additional comfort that the
financial statements did not contain any errors.

To this end, on Nov. 11, 2008, during a meeting with the Audit
Committee and the Former Auditor, the Audit Committee received a
fee quote from the Former Auditor to conduct the additional
reviews.  On Nov. 14, 2008, the company also solicited a fee quote
from its existing independent registered public accounting firm to
conduct the additional reviews.  However, on Nov. 17, 2008, the
Former Auditor withdrew its audit reports and interim reviews
before the company and the Audit Committee could proceed with its
intention to have additional reviews of these financial statements
conducted.

The Former Auditor has not provided to the company any evidence
suggesting that there is an error in the issued financial
statements which are the subject of the withdrawals and as of the
date of this Report the company continues to be unaware of any
errors or any other factors that would result in a conclusion that
the company's issued financial statement must no longer be relied
upon.  Moreover, as of the date of the Audit Committee's dismissal
of the Former Auditor, the Former Auditor had never advised the
Audit Committee or the company's board of directors of any
concerns about the CFO's competence but has expressed these
concerns to the Audit Committee.

In a separate filing, the company clarified that the Former
Auditor had in fact advised the Audit Committee of concerns about
the CFO's competence prior to its dismissal as the company's
independent registered public accounting firm.

The company noted that, at the insistence of the Former Auditor,
the company engaged third party consultants during the latter part
of 2007 to conduct a comprehensive review of the company's
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.
The results of the review, which did not uncover any material
weaknesses in the company's internal controls over financial
reporting, were made available to the Former Auditor on or about
Dec. 28, 2007, well in advance of the issuance by the Former
Auditor of its report covering the Company's fiscal year ended
Dec. 31, 2007.

A copy of the Letters from Swenson Advisors is available for free
at

    http://ResearchArchives.com/t/s?3666
    http://ResearchArchives.com/t/s?3665

                       About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corp. (OTC BB: IOMG)
-- http://www.iomagic.com/-- sells data storage products,
televisions, most of which are high-definition televisions, or
HDTVs, utilizing liquid crystal display, or LCD, technology, and
other consumer electronics products.

I/OMagic Corp.'s consolidated balance sheet at June 30, 2008,
showed $5,330,359 in total assets and $6,400,120 in total
liabilities, resulting in a $1,069,761 stockholders' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $4,814,273 in total current assets
available to pay $6,360,201 in total current liabilities.

The company reported a net loss of $2,171,184 on net sales of
$2,205,033 for the second quarter ended June 30, 2008, compared
with a net loss of $839,599 on net sales of $6,487,868 in the
same period in 2007.

                       Going Concern Doubt

Swenson Advisors, LLP, in San Diego, California, expressed
substantial doubt about I/OMagic Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm said that the company has incurred significant
operating losses, has serious liquidity concerns, and may require
additional financing in the foreseeable future.


IMPERIAL COUNTIES: S&P Withdraws 'BB' Rating on $9.75 Mil. Certs.
-----------------------------------------------------------------
At the request of San Diego-Imperial Counties Developmental
Services Foundation (the foundation), Standard & Poor's Ratings
Services is withdrawing its rating on the $9.75 million series
2002 certificates of participation issued by San Diego County on
its behalf.

On Dec. 13, 2007, S&P lowered the rating on this debt to 'BB' from
'BBB-' based on changes in the bond security features and what S&P
considered just adequate levels of cash.  The rating recognized
the essentially of services provided by the San Diego-Imperial
Counties Developmental Services Inc., doing business as San Diego
Regional Center for the Developmentally Disabled (the regional
center).

The regional center is the parent and sole corporate member of the
foundation, as one of 21 statewide organizations designated to
coordinate service provision to the developmentally disabled
mandated by the State of California Welfare & Institutions Code
Section 4500 et. seq., and the only such agency serving San Diego
and Imperial counties.  The foundation owns and operates the
building that serves as the corporate headquarters of the regional
center.

Security for the series 2002 bonds is a pledge from the
foundation's gross revenue, the primary source being the lease
payments from the regional center pursuant to a lease agreement
between it and the foundation.  At the time of the rating, S&P
noted that the major credit risk for the bonds is that the model
of service delivery for developmentally disabled services, namely
the regional centers, could be altered by legislative action.  As
funding for the regional centers is appropriated in the annual
state budget for the Department of Developmental Services, state
budget shortages could result in reduced funding.  Since the
program started in the late 1960s, however, DDS has never failed
to make the contracted payments to the 21 regional centers.  S&P
has received no financial information from the foundation for
fiscal 2008 (year ended June 30).


INN OF THE MOUNTAIN: Weak Liquidity Cues Moody's Junk Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Inn of the Mountain Gods
Resorts and Casino's corporate family rating, probability of
default rating and senior unsecured notes rating to Caa2 from B3.
The outlook remains negative.  The rating actions are predicated
on IMGRC's deteriorating operating performance and weak liquidity
in depressed economic conditions.

IMGRC's EBITDA deterioration accelerated in the second quarter of
the fiscal year ended April 30, 2009.  In Moody's opinion, given
its reliance on tourism and visitation of regional patrons from a
geographic radius in excess of 100 miles, IMGRC is particularly
exposed to the reduction in leisure travel and lodging budgets,
which is currently affecting most destination resorts.  While
comparisons appear easier for the next two quarters, considering
the lack of snow that penalized the previous winter season,
Moody's believes that the weakening economy might result in
continued EBITDA deterioration.

In Moody's view, there is a risk that EBITDA might not fully cover
interest expense, capital spending and the mandatory principal
amortization under its capital equipment loans over the next
twelve months.  With a small cash balance and no revolving credit
facility, Moody's believe that IMGRC's liquidity is weak.  IMGRC's
ability to refinance its bond maturing in November 2010 is another
concern within the rating horizon.

The rating outlook is negative due to the expectation of continued
economic pressures, notwithstanding potentially better snow
conditions this year and the decline in gas prices, as well as
further liquidity weakening in the near term.

These ratings have been downgraded to Caa2 from B3:

  - Corporate family rating

  - Probability of default rating

  - Senior unsecured notes rating (unchanged LGD assessment of
    LGD4/52%)

The last rating action was on July 31, 2008, when Moody's revised
the rating outlook to negative.

IMGRC includes all of the resort enterprises of the Mescalero
Apache Tribe, a federally recognized Indian tribe with
approximately 4,400 members on a 725-square mile reservation
located in the Sacramento Mountains in south-central New Mexico.
IMGRC comprises a small locals-oriented casino, a resort hotel and
casino and the second largest ski resort in New Mexico. Net
revenues for the last twelve-month period ended October 31, 2008
were approximately $122 million.


INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
International Rectifier Corp.'s 'BB' Issuer Default Rating
following Fitch's review of IR's restated financial reports, as
well as the operating and financial policies under the company's
new management team.  Fitch has also withdrawn the 'BB+' rating on
IR's senior secured revolving credit facility, following the
company's recent termination of the facility.  The Rating Outlook
is Negative.

The rating reflects IR's sufficient liquidity and all-equity
capital structure at present, although future debt issuance of up
to approximately $500 million, while not expected within the near
term, is incorporated into the rating.  The ratings further
reflects IR's leading positions in a variety of end markets for
power management products, which Fitch believes will remain
modestly less cyclical than the broader semiconductor market over
the longer term and continue benefiting from the secular trends of
increased electronics content and demand for energy efficiency.

The rating also considers IR's new senior management team, which
has yet to articulate longer-term financial policies but recently
initiated a $100 million share repurchase program.  Also
considered is IR's slightly weakened competitive position due in
part to management's focus on resolving its accounting issues
rather than growing the business.  As a result, IR's operating
performance has deteriorated, including negative year-over-year
revenue growth in each of the last seven quarters and operating
EBITDA margins declining nearly 500 basis points to a Fitch
estimated 15% for the latest 12 months (LTM) ended Sept. 30, 2008
from the low- to mid-20s in each of the preceding three years.

The Negative Outlook reflects Fitch's expectations for a
challenging operating environment for IR through at least calendar
year 2009.  As a result, Fitch believes that, following the
aforementioned deterioration, operating results will erode further
over the near-term.  The company's revenues are expected to
decline 10%-25% in the fourth calendar quarter of 2008, driven
primarily by weaker demand across all end markets and excess
inventories within the distribution channel.  In calendar year
2009, Fitch anticipates IR's revenues will roughly track Fitch's
forecast for the broader semiconductor industry of a decline in
the mid- to high-single digits, despite the company's
participation in historically less volatile power management
markets.

Lower utilization rates, as well as IR accelerating near-term
revenue opportunities by re-entering lower gross margin commodity
markets, should negatively affect profitability over the near-
term.  While targeted cost reductions, including consolidated
back-end subcontractors and modestly reduced headcount, should
mitigate a portion of these pressures, Fitch believes that IR's
cost structure remains subject to a high degree of operating
leverage.  As a result, Fitch expects IR's free cash flow will
range, depending upon the company's ability to work down currently
inflated inventory levels, from modestly negative to slightly
positive over the near-term.

The Negative Outlook also reflects the company's unresolved
material weaknesses identified in connection with IR concluding
its investigation into accounting irregularities relating to
revenue recognition and restating the associated financial reports
with the Securities and Exchange Commission.  Fitch will continue
to monitor IR's ongoing implementation of remediation steps to
resolve the material weaknesses, including improving the control
environment, the period end financial reporting process, training,
and new procedures around record retention, revenue recognition,
and accounting for income taxes.  IR's failure to resolve these
material weaknesses within the near-term could result in negative
rating actions.

Fitch may take negative rating actions if IR:

  -- Experiences greater than anticipated erosion in operating
     metrics, resulting in meaningful cash usage;

  -- Depletes cash balances for share repurchases or acquisitions,
     in conjunction with negative free cash flow.

Conversely, ratings may be stabilized if IR:

  -- Successfully resolves the aforementioned material weaknesses;
     and

  -- Free cash flow usage is at worst only slightly negative
     through calendar year 2009 or replaces the recently
     terminated revolving credit facility with another committed
     credit line.

As of Sept. 30, 2008, IR's sufficient liquidity position was
supported by more than $400 million of cash and short-term
investments, as well as approximately $290 million of long-term
investments, approximately $100 million of which Fitch believes
were liquid at quarter end.  Nonetheless, IR recently terminated
its revolving credit facility due to meaningfully less favorable
terms offered by the lending group.  Fitch expects annual free
cash flow, which has ranged from slightly negative to modestly
positive (-$12 million in fiscal year 2002 to $86 million in
fiscal year 2005) in each of the last seven years, will be
modestly negative to slightly positive in fiscal year 2009,
depending upon the company's ability to quickly reduce excess
inventories.  The company currently has no debt.


JEFFERSON COUNTY: S&P Keeps C Rating on Revenue Bonds at WatchNeg.
------------------------------------------------------------------
Standard & Poor's Ratings Services has kept the ratings on
Jefferson County, Alabama's series 1997A, 2001A, 2003 B-1-A
through series 2003 B-1-E, and series 2003 C-1 through 2003 C-10
sewer system revenue bonds ('C' underlying rating) on CreditWatch
negative due to recent draws against the system's cash and surety
reserves beginning in September 2008.

"Although the system has made two net system revenue payments to
the trustee in recent months for debt service, it has depleted its
cash reserves and a portion of its surety reserves since September
2008," said Standard & Poor's credit analyst Sussan Corson.  The
trustee estimates the system currently has $176 million remaining
in total combined surety reserves with Financial Guaranty
Insurance Co., Syncora Guarantee Inc., and Financial Security
Assurance Inc., which can be applied on a prorata basis to any
parity debt.

In letters to the county dated Oct. 15, 2008, and Nov. 14, 2008,
the trustee identified the payment defaults associated with the
system's failure to pay accelerated principal payments on the
variable-rate demand warrants.  The trustee also notified the
system of events of default due to the system's failure to apply
net system revenue toward debt service, failure to comply with its
rate covenant, failure to restore the debt service reserves to the
reserve requirement, and failure to replace certain surety
policies, as required by the indenture.  According to the trust
indenture, if the system fails to remedy such events of default
within 30 days, the trustee could declare all parity debt
immediately due and payable, sue for payment, and seek the
appointment of a receiver by a court order to administer and
operate the system.  On Sept. 23, 2008, the trustee, FGIC, and
Syncora filed a motion against the county seeking appointment of a
receiver over the system.  A federal judge has since appointed two
special masters to review the matter and provide recommendations
to the court.

S&P believes that increased interest rates in conjunction with
accelerated principal repayments under the standby warrant
purchase agreements, termination events of the swap agreements,
and the system's very high debt burden have placed significant
financial pressure on the county's sewer system. The system has
not raised sewer rates to offset increased costs.  Interest
payments on the auction-rate sewer revenue obligations are due on
a near-daily basis throughout the month while interest on the
variable-rate demand warrants are due at the first of each month.
Regularly scheduled principal payments are due Feb. 1 of each
year.  In the event the system fails to make a principal or
interest payment on the bonds when due, S&P expects to lower the
SPURs on the bonds to 'D'.

On April 1, Standard & Poor's lowered its SPUR on Jefferson
County, Alabama's variable rate demand series 2003 B-2 through
2003 B-7 sewer revenue refunding warrants to 'D' from 'CCC' due to
the sewer system's failure to make a principal payment on the bank
warrants when due on April 1, 2008, in accordance with the terms
of the standby warrant purchase agreement.


KB TOYS: Section 341(a) Meeting Scheduled for Jan. 20, 2009
-----------------------------------------------------------
Roberta DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors on Jan. 20, 2009, at 9:30 a.m., at
J. Caleb Boggs Federal Building , 2nd Floor, Room 2112 in
Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.
On Jan. 14, 2008, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company and eight of its affiliates filed for Chapter 11 on
December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269).  Joel
A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


KB TOYS: Can Access Lenders Cash Collateral on Interim
------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized KB Toys Inc. and its debtor-affiliates to use, on an
interim basis, cash collateral securing repayment of secured loan
to their petition lenders until Jan. 17, 2009.

The Debtors said they need to use cash collateral to pay operating
expenses including payroll in accordance with the budget.  The
Debtors said they have minimal cash on hand and limited accounts
receivables.  The Debtor further said that they generate most of
their funds for operations from either borrowings under their
credit facility or proceeds from the sale of their inventory.

Absent of cash collateral would unable them to pay for services
and expenses necessary to preserve and maximize the value of their
assets, the Debtors said.

As adequate protection, the lenders will be granted additional
replacement and perfected security interest in and liens on any
and all of the Debtors' assets.

There is a carve-out for payment of statutory fees to the
United States Trustee, and $3 million less the allowed and paid
professionals fees and disbursements incurred by the Debtors or
any statutory committee.

Before their bankruptcy filing, the Debtors entered into separate
transactions with (i) General Electric Capital Corporation and GE
Capital Markets Inc., and (ii) PKBT Lending LLC.  GE Electric
provided to the Debtors about $200 million in revolving loan with
a sublimit for letters of credit of $100 million while PKBT
Lending provided $100 million in revolving loan.

The Debtors said, as of their bankruptcy filing, the principal
amount under the GE facility was $65,5 million and outstanding
face amount of all letters of credit was $30.9 million, and
$95.0 million under the PKBT Lending facility.

A final hearing is set for Dec. 30, 2008, at 10:30 a.m., to
consider final approval of the request.  Objections, if any, are
due Dec. 23, 2008.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?366f

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.
On Jan. 14, 2008, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company and eight of its affiliates filed for Chapter 11 on
December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269).  Joel
A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


KB TOYS: U.S. Trustee Forms Seven-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors for KB Toys Inc. and its debtor-affiliates.

The creditors committee members are:

   1) Li & Fung Toy Island Mfr.
      Attn: Martin Leder
      1359 Broadway
      New York, NY 10018
      Tel: (646) 839-7007
      Fax: (646) 839-7476

   2) Mattel, Inc.
      Attn: Kathleen Simpson-Taylor
      333 Continental Blvd.
      El Segundo, CA 90245
      Tel: (310) 252-4223
      Fax: (310) 252-5119

   3) Hasbro, Inc.
      Attn: Frada Salo
      200 Narragansett Park Drive
      Pawtucket, RI 02862
      Tel: (401) 431-8102
      Fax: (401) 431-8586

   4) JJ Bean, Inc.
      Attn: Jordan Sadoff
      1546 Bourbon Pkwy.
      Streamwood, IL 60107
      Tel: (630) 837-9974
      Fax: (866) 861-2895

   5) GGP Limited Partnership
      Attn: Julie Minnick Bowden
      110 North Wacker Drive
      Chicago, IL 60606
      Tel: (312) 960-2707
      Fax: (312) 442-6374

   6) Simon Property Group, Inc.
      Attn: Ronald M. Tucker
      225 W. Washington Street,
      Indianapolis, IN 46204
      Tel: (317) 263-2346
      Fax: (317) 263-7901

   7) Big Lots, Inc.
      Attn: Charles W. Haubiel II
      300 Phillipi Road
      Columbus, OH 43228
      Tel: (614) 278-6767
      Fax: (614) 278-3319

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

                           About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.
On Jan. 14, 2008, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company and eight of its affiliates filed for Chapter 11 on
December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269).  Joel
A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


LAKE AT LAS VEGAS: Plan Filing Period Extended to Jan. 13, 2009
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended Lake
at Las Vegas Joint Venture, LLC and its debtor-affiliates'
exclusive periods to file a Chapter 11 plan and solicit
acceptances of a plan to Jan. 13, 2009, and March 16, 2009,
respectively.

As reported in the Troubled Company Reporter on Oct. 24, 2008, the
requested extension of exclusivity is supported by the Official
Committee of Unsecured Creditors and the lenders under the
Debtors' two postpetiton financing facilities.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represents the
Official Committee of Unsecured Creditors as counsel.


LANDSOURCE COMMUNITIES: Sets Property Sale Procedures
-----------------------------------------------------
LandSource Communities Development LLC and its affiliates obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware for bidding procedures for vast tracts of undeveloped or
partially developed land that they own.

Judge Kevin Carey clarified that the Bidding Procedures will not
apply to any sale of the equity or assets of The Newhall Land and
Farming Company or the Valencia Water Company without further
Court permission.

The Debtors have determined and in consultation with the first
lien lenders, that selling many of these properties is the best
way to maximize their value.  The Debtors intend to market a large
number of these properties concurrently, and many of them are
subject to contracts and regulations related to their development.

In light of the number and nature of the properties for sale, the
Debtors are proposing procedures to govern the sale, including
the selection of stalking horse bidders, the conduct of auctions,
and the approval of sales by the Court.

A full-text copy of the Bidding Procedures is available for free
at http://ResearchArchives.com/t/s?3522

          Summary of the Proposed Bidding Procedures

The Debtors will enter into a Stalking Horse Agreement and then
they will continue to market the Property to other bidders.  If
there are one or more qualified bids submitted, the Debtors will
hold an Auction for each Property to provide a competitive market
for the sale of the Property.  Once the highest and best bid is
determined, the Debtors will send a notice to parties-in-interest
regarding the sale.  If no objections are filed, the Court may
enter a Sale Order without a hearing.  If a timely objection is
received, the Debtors will present the results of the Auction to
the Bankruptcy Court at the Sale Hearing.  The Debtor will accept
a Qualified Bid only after the Bankruptcy Court approves the
Successful Bid and enters the Sale Order.

To help ensure that a potential buyer is willing to be the
Stalking Horse for each of the Properties, the Debtors seek the
Court's authority to include a reasonable Break-Up Fee, in their
sole discretion, in each Stalking Horse Agreement.  A Break-Up
Fee serves as an "incentive payment" offered to an unsuccessful
bidder who places the debtor's property in a "sales configuration
mode," thereby attracting other bidders to the auction.

                   Proposed Cure Procedures

In connection with the assumption and assignment of contracts and
leases pursuant to any sale of a Property, the Debtors ask the
Court to approve procedures that will (i) establish cure
obligations, if any, that must be paid for those contracts and
leases that will be assumed by a Debtor and assigned to the
Successful Bidder and (ii) establish objection procedures for the
counterparties of those assumed contracts and leases.

The proposed Cure Procedures are:

A. The Debtor will file a schedule listing the cure amounts for
  each contract and lease it intends to assume and assign to the
  Successful Bidder and will serve the Cure Schedule as an
  exhibit to the Sale Hearing Notice on the parties to those
  contracts and leases with the Sale Hearing Notice.

B. Bidders who require the assumption and assignment of contracts
  or leases must identify the contracts and leases to be
  assigned and submit to the Debtors evidence of their ability
  to provide adequate assurance of future performance on these
  contracts and leases.

C. Objections to Cure Amounts or Adequate Assurance must be filed
  with the Court and served on:

  * LandSource Communities Development, LLC;

  * the Debtors' attorneys, Weil, Gotshal & Manges LLP;

  * the Debtors' financial advisor, Lazard Freres & Co. LLC;

  * the attorneys for Barclays Bank PLC as agent of the first
    lien lenders, Cadwalader, Wickersham & Taft LLP;

  * the attorneys for the Bank of New York Mellon as
    administrative agent for the second lien lenders, Paul,
    Weiss, Rifkind, Wharton & Garrison LLP;

  * the attorneys for the Creditors' Committee, Pachulski Stang,
    Ziehl & Jones LLP;

  * the Office of the United States Trustee for the District of
    Delaware; and

  * the Successful Bidder.

D. The Debtors intend to cooperate with the counterparties to
  contracts and leases to attempt to reconcile any difference
  in a particular cure amount.  If the objection cannot be
  resolved by the parties, the Court may hear the objection.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 16; http://bankrupt.com/newsstand/or
215/945-7000).


LANDSOURCE COMMUNITIES: Creditors Apprehensive Over Sale Protocol
-----------------------------------------------------------------
Before Judge Kevin Carey approved LandSource Communities
Development LLC's proposed bidding procedures to govern the sale
of their property assets, various parties, including the Debtor's
official committee of unsecured creditors, objected to the terms
of the property sales.

In light of the holiday season, the Official Committee of
Unsecured Creditors believes that the first lien lenders, which
holds liens on the property to be auctioned off, should not place
unrealistic time constraints on the sale of the properties.
"Holding an Auction during the last two weeks of December will not
maximize value as potential buyers may be on vacation or otherwise
unavailable to attend an Auction in New York," Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, Wilmington, Delaware,
tells the Court.

Mr. Cairns asserts that the Debtors should be provided sufficient
time to solicit bids and conduct the Auctions.  The Bidding
Procedures require that the Debtors provide at least 20 days'
notice of any Auction.  In light of the holiday season, the
Committee believes that the Debtors should not be required to
conduct an Auction until the third week of January 2009 to ensure
that all potential bidders are provided sufficient time to
consider the Properties.

The Committee suggests that interested parties should be provided
with more time to respond to the Auction Notice and the Sale
Hearing Notice.

The Committee also urges the Debtors to service the Auction
Notice on a large pool of potential bidders.

In addition, Mr. Cairns contends, Lennar Homes of California,
Inc., and LNR Properties Inc. should not be entitled to Break-Up
Fees.  Lennar is part of the Debtors' executive committee and is
thoroughly familiar with the Properties.  Lennar has the ability
to bid on the Properties without the need for any due diligence
and has a significant advantage on all other potential buyers, he
maintains.  If Lennar is the stalking horse on a Property and is
granted a Break-Up Fee, Mr. Cairns points out, it will result in
a windfall to Lennar.

Moreover, the Committee asserts that the First Lien Lenders
should be authorized to credit bid or, in the alternative, the
Debtors should not be authorized to deem such credit bid a
successful bid.  If the First Lien Lenders elect to bid on a
Property or a number of Properties and are the successful
Bidders, Mr. Cairns warns, the Debtors' estates will become
potentially liable for millions of dollars in Break-Up Fees to
the Stalking Horse bidders.  "Such liability will render the
Debtors administratively insolvent, he says.

The Debtors are in precarious position, Mr. Cairns points out.
The Debtors will be in covenant default under the DIP Credit
Agreement by the end of the year and will run out of money within
the first quarter of 2009, he says.

Accordingly, the Committee asks the Court to integrate its
proposed modifications to the proposed Bidding Procedures.

         Maricopa County: 5-day Notice Is Insufficient

The Maricopa County Treasurer objects to the Property Sale
Procedures Motion, arguing that five days is insufficient notice
of the Sale Hearing Notice.  Maricopa County asserts that a 5-day
notice is not enough opportunity for its counsel to receive and
analyze the Sale Hearing Notice and subject Purchase Agreements
and get an objection on file, if necessary.

Maricopa County thus asks the Court for a 10-day notice period to
take any action provided for under the Sale Hearing Notice or, in
the alternative, rule that the Debtors provide for payment of
real property taxes with respect to any real property located in
Maricopa County.

               Second Lien Agent Didn't Object

The Bank of New York Mellon, in its capacity as administrative
agent for the Second Lien Lenders, acknowledges that the present
time is one of the worst times on record to sell real estate
assets.  Nevertheless, it does not raise any objection to the
approval of the proposed bidding procedures for the sale of the
Debtors' non-core assets.

To the extent the Bidding Procedures are used to sell any of the
Debtors' core assets or any assets not constituting DIP
Collateral, including Newhall Land and Farming Company, its
wholly owned subsidiary Valencia Water Company, and any other of
the Debtors or the Debtors' assets that are more appropriately
reorganized under a plan of reorganization, the Second Lien Agent
reserves its right to object to the use of the Bidding
Procedures.

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 16; http://bankrupt.com/newsstand/or
215/945-7000).


LEHIGH CO: Gets April 27 Extension of Deadline to File Plan
-----------------------------------------------------------
Lehigh Coal & Navigation Co., obtained an extension of its
deadline to file a Chapter 11 plan.  The U.S. Bankruptcy Court for
the Middle District of Pennsylvania gave an April 27 deadline,
instead of the June 24 deadline requested by the company,
Bloomberg News reports.

The Troubled Company Reporter, citing Bloomberg's Bill Rochelle,
reported on Oct. 7, 2008, that the Bankruptcy Court denied a
motion to replace the management of Lehigh Coal with a Ch. 11
Trustee, but ordered the appointment of an examiner.  In
September, the Court called for an investigation by an examiner,
according to the report.  The examiner issued a preliminary report
saying more study is required before deciding whether anyone acted
"in a detrimental manner" toward the Debtor, according to the
report.  The Debtor, according to the report, consented to being
in Chapter 11 on Aug. 29 after facing an involuntary petition.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700's, with 8,000 acres of coal-producing properties.

The third Chapter 11 involuntary petition was filed against the
Alleged Debtor in less than four years on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  Jeffrey Kurtzman, Esq., at Klehr,
Harrison, Harvey, Branzburg and Ellers, LLP, represents the
Alleged Debtor's petitioners.


LEHMAN BROTHERS: Court Approves Derivative Deals Protocol
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York gave Lehman Brothers Holdings Inc. permission
to adopt procedures for closing out or selling off thousands of
Lehman's derivatives contracts, although only with regard to
counterparties who didn't object, Bill Rochelle of Bloomberg news
reports.

As reported in yesterday's Troubled Company Reporter, there were
approximately objections filed against the proposed protocol.
Sixty-seven objections though were settled before the hearing,
according to Mr. Rochelle.

Judge Peck will hold another hearing on Dec. 22 to consider the
unresolved objections.

The official committee of unsecured creditors formed in LBHI's
Chapter 11 cases objected to LBHI's proposed procedures for
closing out or selling off thousands of derivatives contracts.
The Committee, citing that a number of objections have been filed
against the protocol, contends it should have oversight, along
with the ability to object to particular transactions.

The Debtors are parties to thousands of derivative contracts in
which the contractual obligations and values are keyed to one or
more underlying assets or indices of asset values and subject to
movements in the financial markets.  In most cases, the
derivative contracts are "securities contracts," "forward
contracts," "repurchase agreements," or "swap agreements" and in
some cases were governed by a "master netting agreement," each as
defined under the Bankruptcy Code. The Debtors entered into the
derivative contracts with various counterparties, some in the
United States and some in foreign countries, for a variety of
reasons that include: (i) hedging against the risks of their
business; (ii) speculating in the changes of market rates or
prices; and/or (iii) financing.

As of Nov. 13, the Debtors are party to approximately 930,000
derivative contract transactions of which approximately 733,000
are purported to have been terminated.

                        Proposed Procedures

LBHI has filed a motion before the U.S. Bankruptcy Court for the
Southern District of New York to implement a protocol for the
assumption and assignment of its derivative contracts.

Robert Lemons, Esq., at Weil Gotshal & Manges, in New York, said
in a court filing that the proposed protocol would help reduce
the costs incurred from the assumption and assignment of the
derivative contracts or from the settlement of claims resulting
from the termination of the contracts.

"Considering the sheer number of derivative contracts, obtaining
court approval for each proposed assumption and assignment or
settlement would result in burdensome administrative expenses for
the estate," Mr. Lemons said.

LBHI proposes this protocol with respect to derivative contracts
it will assume and assign:

(1) LBHI has five days before the assumption and assignment of
     the derivative contract to notify the person or company
     that is party to the contract.

(2) The notice must contain:

     * the names and addresses of the parties to the
       contracts;

     * identification of the derivative contracts;

     * a statement that any assignee or its credit support
       provider has a Standard & Poor's or Fitch credit
       rating equal to or higher than A- or a Moody's credit
       rating equal to or higher than A3; any equivalent
       thereof; or the identity of any proposed assignee and
       its credit support provider if neither of them is
       qualified; and

     * any amounts proposed by LBHI to be paid to cure existing
       defaults.

(3) Any party is deemed to have received adequate assurance
     of future performance if either an assignee or its credit
     support provider is qualified, or LBH no longer have any
     payment or delivery obligations under the contract after
     payment of the cure amount.

(4) With respect to derivative contracts that may require
     the return of posted collateral as part of a cure amount,
     LBHI should either return the collateral or, if the
     collateral is no longer in its possession, it should pay
     the amount equal to the value of the collateral a day
     before it serves the notice based upon independent third-
     party pricing services.  LBHI's proposed manner of
     returning the collateral, including any amount proposed to
     be paid for collateral that is no longer in its
     possession, must be included in the notice as a cure
     amount.

(5) Any party should serve its written objection, if any,
     within five days after the notice is served on Weil
     Gotshal & Manges, and Curtis Mallet-Prevost Colt &
     Mosle.  The party must specify the reasons for its
     objection.

(6) If any party does not timely serve an objection, that
     party is deemed:

     * to have consented to the proposed cure amount, if any,
       and to the assumption and assignment of the contract;

     * to have agreed that the assignee has provided adequate
       assurance of future performance;

     * to have agreed that all defaults under the contract
       have been cured as a result or precondition of the
       assignment, such that the assignee or Lehman Brothers
       Holdings has no liability or obligation with respect
       to any default occurring or continuing prior to the
       assignment;

     * to have waived any right to terminate the contract or
       designate an early termination date under the contract
       as a result of any default that occurred and is
       continuing prior to the date of the assignment; and

     * to have agreed that the terms of the court order
       approving the proposed protocol apply to the
       assignment.

(7) If LBHI is unable to resolve any objection, it may seek
     authorization of the Court to consummate the proposed
     assignment.  If the dispute is only about the cure amount,
     the company must pay to the party any undisputed portion
     of the proposed cure amount and place the disputed portion
     into a segregated interest-bearing account.  The party is
     entitled to payment from the segregated account of the
     disputed portion and interest earned upon the resolution
     by the Court of the dispute, or agreement between the
     company and the party.

(8) Unless LBHI solicits bids from at least four potential
     assignees and selects the highest or best bid received,
     the company should obtain the consent of the Official
     Committee of Unsecured Creditors to assume and assign a
     derivative contract pursuant to the proposed protocol.

(9) If no objection is timely served and the party as well
     as the Creditors Committee consents to the assignment,
     LBHI can assume and assign any derivative contract.  Upon
     the assumption and assignment, the assignee and any
     replacement credit support provider should assume the
     contract with all the defaults having been deemed cured or
     waived.

(10) After the assignment, LBHI should provide notice to the
     party of the effective date of the assignment.  Any
     purported termination notice sent by a party based on a
     default occurring prior to the assignment will be
     ineffective unless a termination notice is received by
     LBHI pursuant to the terms of the contract prior to the
     assignment.

(11) In case the derivative contract has been memorialized
     pursuant to a master agreement, LBHI may assume and assign
     pursuant to the proposed protocol, only all, but not fewer
     than all, of the derivative contract transactions entered
     into pursuant to the master agreement.

(12) As part of and to facilitate any assignment of the
     contract, LBHI may agree to make payments for the benefit
     of the assignee.

Meanwhile, LBHI proposed a protocol for the termination of the
derivative contract and the settlement of the claims resulting
from the termination:

(a) With respect to any derivative contract, LBHI may enter
     into and execute a termination agreement.

(b) A termination agreement may resolve and fix amounts
     owing between LBHI and the party.

(c) In connection with any termination agreement, LBHI is
     authorized but not required to provide a release to the
     party.

(d) A termination agreement may address and permit the
     collateral or margin held by LBHI or by the party to be
     liquidated or returned in accordance with the derivative
     contract, an applicable master netting agreement or the
     termination agreement.

                  About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

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

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

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

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

             International Operations Collapse

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

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

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


LENOX GROUP: Wins Nod for DIP Loan; Terms Amended to Avert Default
------------------------------------------------------------------
Lenox Group Inc., negotiated changes in the $85 million secured
financing to be provided by the lenders on a $72 million revolving
credit, Bill Rochelle of Bloomberg News reports.  Lenox negotiated
for the changes after the prepetition term-loan lenders objected
to the financing.

Following the changes, the U.S. Bankruptcy Court for the Southern
District of New York subsequently approved the DIP financing, Mr.
Rochelle added.

As reported by the Troubled Company reported on Dec. 17, the pre-
bankruptcy term-loan lenders of Lenox had warned that the Debtor
will be in a freefall liquidation next year if the Bankruptcy
Court approves $85 million in secured financing, Bloomberg's Bill
Rochelle reported.  Before the bankruptcy filing, the term-loan
lenders negotiated an agreement to purchase the business by
bidding their $98.75 million secured claim.

A person familiar with the matter said the Debtor's DIP lender
-- UBS AG of Zurich as lead arranger -- agreed to modify certain
deadlines and rules for meeting budge requirement, which gave the
Debtor more leeway to prevent a default, Bloomberg said.

"This has been the subject of around-the-clock negotiations,"
Bloomberg quoted the person as saying.  "I think everybody is
satisfied with the milestones."

Bank of New York Mellon Corp., who represents undisclosed lenders,
Ms. Kary relates, protested the financing saying it increased the
chances of the Debtors to default and liquidate.  The undisclosed
lenders agreed to purchase the Debtor using their $98.7 million
claim, Ms. Kary notes.

According to BoNY, the company should use cash collateral instead
of the DIP loan to fund operations in bankruptcy.  The Bank argued
that the fees for the loan is too high but Judge Gropper said the
fees, while high, weren't unreasonable, Ms. Kary relates.  Judge
Allan Gropper, however, said the fees were negotiated in good
faith and in unprecedentedly bad markets.

                    About Lenox Group

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc. and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LIBERTY MEDIA: S&P Puts BB+ Ratings on 4 Transactions on WatchNeg.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on
four Liberty Media Corp.-related transactions on CreditWatch with
negative implications.

The CreditWatch placements reflect the Dec. 15, 2008, placement of
the 'BB+' corporate credit and senior unsecured debt ratings on
Liberty Media Corp. on CreditWatch with negative implications.

PreferredPLUS Trust Series LMG-1, PPLUS Trust Series LMG-3, and
PPLUS Trust Series LMG-4 are pass-through transactions, and the
ratings on these certificates are based solely on the 'BB+/Watch
Neg' rating assigned to the underlying securities, the 8.25%
senior unsecured debentures due Feb. 1, 2030, issued by Liberty
Media Corp.

PreferredPLUS Trust Series LMG-2 is also a pass-through
transaction, and the rating on the certificate is based solely on
the 'BB+/Watch Neg' rating assigned to the underlying securities,
the 8.5% senior unsecured notes due July 15, 2029, issued by
Liberty Media Corp.

             Ratings Placed on Creditwatch Negative

                 PreferredPLUS Trust Series LMG-1
          $126 million preferredplus trust certificates

                                  Rating
                                  ------
                Class        To              From
                -----        --              ----
                Certs        BB+/Watch Neg   BB+

                 PreferredPLUS Trust Series LMG-2
                  $31 million trust certificates

                                  Rating
                                  ------
                Class        To              From
                -----        --              ----
                Certs        BB+/Watch Neg   BB+

                     PPLUS Trust Series LMG-3
                     $30 million certificates

                                  Rating
                                  ------
                Class        To              From
                -----        --              ----
                A            BB+/Watch Neg   BB+
                B            BB+/Watch Neg   BB+

                     PPLUS Trust Series LMG-4
               $35 million PPLUS trust certificates

                                  Rating
                                  ------
                Class        To              From
                -----        --              ----
                A            BB+/Watch Neg   BB+
                B            BB+/Watch Neg   BB+


MARRIOTT INTERNATIONAL: Moody's Affirms Ba1 Preferred Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Marriott International, Inc.'s
Baa2 senior unsecured rating and changed the rating outlook to
negative from stable.  The change in outlook reflects accelerating
declines in revenue per available room and limited demand
visibility.  As a result, earnings will be lower in 2009 causing
credit metrics to deteriorate unless the company can reduce debt
levels commensurately.

The ratings could be lowered if RevPAR declines accelerate more
than anticipated, share repurchase activity resumes, if retained
cash flow to net debt drops materially below 15% or debt/EBITDA
rises materially above 4.0 times for a sustained period of time.
The rating affirmation reflects a reasonable probability that
Marriott can generate positive free cash flow and reduce debt by
eliminating share repurchases, reducing capital and investment
spending, and securitizing some timeshare receivables.  This is
due to the company's business model, which is less capital
intensive than some lodging competitors, and hence should allow
the company to reduce capital spending in favor of debt reduction
to manage through this period of macro-economic uncertainty.

Ratings affirmed:

  -- Senior unsecured ratings at Baa2
  -- Senior unsecured debt shelf at (P) Baa2
  -- Preferred debt shelf at (P) Ba1
  -- Commercial paper rating at Prime-2

Moody's last action on Marriott took place on October 16, 2007
when a Baa2 rating was assigned to the company's $400 million
senior unsecured notes due 2013.

Marriott International, Inc., is a global operator and franchisor
of hotels in five business segments, Full-Service Lodging, Select-
Service Lodging, Extended-Stay Lodging, Timeshare and Synthetic
Fuel.  The company is headquartered in Bethesda, MD.


MEDICURE INC: Repays $12MM Senior Debt with GE Canada, et. al.
--------------------------------------------------------------
Medicure Inc. disclosed repayment of $12 million in senior debt.
The $12 million is the remaining portion of the $15.84 million
term loan facility entered into in August 2006 with a syndicate of
lenders, led by GE Canada Asset Finance Holding Company fka
Merrill Lynch Capital Canada Inc., and including Silicon Valley
Bank and Oxford Finance Corporation, to finance Medicure's
acquisition of the U.S. marketing rights to AGGRASTAT(R).

"The move to reduce our debt supports our ongoing cost containment
efforts and allows us the flexibility to allocate more resources
towards our growing AGGRASTAT(R) business," commented Medicure's
president and CEO, Albert D. Friesen, PhD.  "Our commercial
business is headed towards its fourth consecutive quarter of
growth.  We are very pleased with the current trajectory of our
commercial business and will strategically look to add resources
in order to sustain and build on its momentum."

The company also reported that all resolutions were passed,
including the approval and ratification of amendments to the
company's shareholder rights plan which extend the plan for an
additional three years.

                        About Medicure Inc.

Medicure Inc. (TSX:MPH) -- http://www.medicure.com-- is a
biopharmaceutical company focused on the research, development and
commercialization of novel compounds to treat cardiovascular
disorders.  Cardiovascular medicine represents the largest
pharmaceutical sector, with annual worldwide sales of over
$70 billion.  Medicure aims to make a worldwide impact on
cardiovascular disease and stroke by reducing deaths, improving
the quality of life and serving the unmet needs of people who
suffer from cardiovascular disease and stroke.

                       Going Concern Doubt

The company believes existing conditions raise substantial doubt
about its ability to continue as a going concern.  The company has
experienced operating losses and cash outflows from operations
since incorporation, and has accumulated a deficit of
C$132,528,447 as at Feb. 29, 2008.

In addition the company announced in March 2008 that it will
undergo significant corporate restructuring stemming from the
unfavorable results of the Phase 3 MEND-CABG II trial.  This
restructuring includes the significant reduction in numbers of
staff and in resources allocated to certain programs.

Based on the company's operating plan, its existing working
capital is not sufficient to meet the cash requirements to fund
the company's currently planned operating expenses, capital
requirements, working capital requirements and long-term debt
obligations through the first quarter of fiscal 2009 without
additional sources of cash or deferral, reduction or elimination
of significant planned expenditures.


MERILL LYNCH: Mark Tepper Sues for "Buy", No Risk Recommendation
----------------------------------------------------------------
The law firm of Securities Fraud Attorney Mark A. Tepper has filed
claim for punitive damages against Merrill Lynch for allegedly
recommending an unsuitable, high-risk purchase to an 83-year-old
investor while assuring her there was no risk.

Lyndal McFarland and Cynthia Koons at Dow Jones Newswires report
that one of Merrill Lynch's clients accused the company of
mismanaging a stock issue for Commonwealth Bank of Australia.
According to Dow Jones, Merrill Lynch had arranged to privately
place US$1.15 billion of shares with institutional investors, but
some investors became angry after Commonwealth Bank issued a
statement warning of a declining loan portfolio, an information
that is typically disclosed prior to an issuer preparing to sell
shares.

Dow Jones relates that Commonwealth Bank withdrew the Merrill
Lynch deal and underwrote a new offering with UBS, which arranged
a new placement that will raise A$1.65 billion through the sale of
shares at A$26 each -- an 11% discount to the bank's last traded
price of A$29.15.  The fallout from the Merrill Lynch deal is
substantial, states the report.  The report says that Commonwealth
Bank is blaming Merrill Lynch for failing to inform potential
investors about its bad earnings.

Citing a Commonwealth Bank spokesperson, Dow Jones reports that
Merrill Lynch had been given a draft of an announcement to the
Australian stock exchange containing the warning and it was "in
the contract we signed with them" for Merrill Lynch's work on the
placement.   The spokesperson said that the Australian Securities
Exchange is looking into Commonwealth Bank's disclosure, Dow Jones
relates.

In the claim filed with the Financial Industry Regulatory
Authority, Mr. Tepper, a former New York Assistant Attorney
General and Chief Trial Counsel at the Bureau of Investor
Protection and Securities, alleges that instead of opening a CD or
similar investment as his client had requested, a Merrill Lynch
Broker recommended an investment in Fannie Mae that was
inconsistent with her investment objectives, risk tolerance,
financial needs and circumstances.

The claim alleges that the unsuitable recommendation was made even
though the investor had informed the Broker of her need for a
fixed income investment with no risk to her principal since she
was elderly; suffering from chronic asthma and considering moving
into a retirement home.

The claim further alleges that the high risk was realized shortly
thereafter when the investor's irreplaceable capital lost almost
all of its value.

The claim contends that Merrill Lynch is liable for damages caused
by its Broker's unsuitable recommendation and allegedly making
false and misleading statements regarding the safety of the
investment.

Merrill Lynch did not fulfill its supervisory responsibility
concerning the investment, the claim alleges.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 12, 2008,
Moody's Investors Service downgraded the ratings of 83 tranches
from 8 Alt-A transactions issued by Merrill Lynch.  Ten tranches
remain on review for further possible downgrade.  Additionally, 4
senior tranches were confirmed at Aaa.  The collateral backing
these transactions consists primarily of first-lien, fixed and
adjustable-rate, Alt-A mortgage loans.  Ratings downgraded
include:

Issuer: Merrill Lynch Alternative Note Asset Trust, Series 2007-A1

  -- Cl. A-2D, Downgraded to Caa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-3, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to Ca from B3

  -- Cl. M-2, Downgraded to Ca from B3

  -- Cl. M-3, Downgraded to Ca from B3

  -- Cl. M-4, Downgraded to Ca from Caa1


MERISANT CO: S&P Cuts Rating on Senior Subordinated Notes to 'C'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Chicago, Illinois-based Merisant Worldwide Inc. and
operating company Merisant Co., including its corporate credit
rating, to 'CC' from 'CCC'.

S&P also lowered the senior secured bank loan rating to 'CCC-'
from 'B-', and revised the recovery rating to '2' from '1',
indicating that lenders can expect substantial recovery (70%-90%)
recovery in the event of payment default.  Standard & Poor's also
lowered Merisant's issue-level rating on the senior subordinated
notes to 'C' from 'CCC-', with a recovery rating of '5',
indicating that lenders can expect modest (10%-30%) recovery in
the event of payment default.  S&P also lowered Merisant
Worldwide's issue-level rating on the senior subordinated discount
notes to 'C' from 'CC,' with a recovery rating of '6', indicating
that lenders can expect negligible (0%-10%) recovery in the event
of payment default.

The rating outlook is negative.  Total consolidated debt was about
$554 million as of Sept. 30, 2008.

The downgrade reflects S&P's concern that the company has not yet
addressed its imminent maturities, which could be very challenging
to refinance, given difficult market conditions.

The ratings on low-calorie tabletop sweetener manufacturer and
marketer, Merisant, reflect the company's near-term debt
maturities, highly leveraged financial profile, limited financial
flexibility, narrow product focus, and intensely competitive
industry conditions.

The outlook is negative, reflecting S&P's ongoing concerns
regarding near-term refinancing risk associated with the January
2009 maturities, Merisant's high debt burden, and the challenging
operating environment.

"Financial flexibility remains extremely limited and the company
has not generated positive free cash flow in the last three
quarters," noted Standard & Poor's credit analyst Alison Sullivan.

"We could lower our ratings on Merisant to 'D' if the company
cannot meet its debt and interest obligations, of which the most
near-term concern is the January 2009 maturity of its revolving
credit facility and term loan A," she continued.


MERISANT WORLDWIDE: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Chicago, Illinois-based Merisant Worldwide Inc. and
operating company Merisant Co., including its corporate credit
rating, to 'CC' from 'CCC'.

S&P also lowered the senior secured bank loan rating to 'CCC-'
from 'B-', and revised the recovery rating to '2' from '1',
indicating that lenders can expect substantial recovery (70%-90%)
recovery in the event of payment default.  Standard & Poor's also
lowered Merisant's issue-level rating on the senior subordinated
notes to 'C' from 'CCC-', with a recovery rating of '5',
indicating that lenders can expect modest (10%-30%) recovery in
the event of payment default.  S&P also lowered Merisant
Worldwide's issue-level rating on the senior subordinated discount
notes to 'C' from 'CC,' with a recovery rating of '6', indicating
that lenders can expect negligible (0%-10%) recovery in the event
of payment default.

The rating outlook is negative. Total consolidated debt was about
$554 million as of Sept. 30, 2008.

The downgrade reflects S&P's concern that the company has not yet
addressed its imminent maturities, which could be very challenging
to refinance, given difficult market conditions.

The ratings on low-calorie tabletop sweetener manufacturer and
marketer, Merisant, reflect the company's near-term debt
maturities, highly leveraged financial profile, limited financial
flexibility, narrow product focus, and intensely competitive
industry conditions.

The outlook is negative, reflecting S&P's ongoing concerns
regarding near-term refinancing risk associated with the January
2009 maturities, Merisant's high debt burden, and the challenging
operating environment.

"Financial flexibility remains extremely limited and the company
has not generated positive free cash flow in the last three
quarters," noted Standard & Poor's credit analyst Alison Sullivan.

"We could lower our ratings on Merisant to 'D' if the company
cannot meet its debt and interest obligations, of which the most
near-term concern is the January 2009 maturity of its revolving
credit facility and term loan A," she continued.


MERVYN'S LLC: Kohl's and Forever 21 Prevail in Auction for Leases
-----------------------------------------------------------------
Kohl's Corporation (NYSE:KSS) said prevailed in a joint bid with
Forever 21, Inc. in an auction of leaseholds held for Mervyns
sites.

Together, the retailers acquired 46 locations for approximately
$6.25 million.  Kohl's will assume 31 of the locations while
Forever 21, Inc. will assume 15, pending approval by the court
overseeing Mervyns bankruptcy proceedings.

"We are pleased with the results of the auction," said Kevin
Mansell, president and CEO for Kohl's Department Stores.  "With
over 1,000 stores from coast to coast, these locations provide
increased presence in under penetrated markets.  We will continue
to be opportunistic and prudent in our discussions with the
owners of select Mervyns real estate as we continue to position
Kohl's to grow market share."

In fiscal 2009, Kohl continues to expect to open approximately 50
stores, including the majority of the 31 former Mervyns locations.

A complete list of the leases to be assigned to Kohl's and
Forever 21 can be accessed for free at:

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

                     Macerich's Objection

According to The Macerich Company, the amounts set forth in the
proposed outstanding balance for each of the leases that the
Debtors' seek to assume and assign do not reflect all the
outstanding balances due and owing under the leases, or account
for accrued but unbilled charges which may come due in the
future.  The Macerich Company says the cure amounts must be
modified to reflect additional charges amounting to $625,189.

Macerich has lined up tenants for 22 of 41 Mervyns sites and has
borrowed $250,000,000 on a 1.5-million-square-foot Portland,
Oregon Center called Washington Square, reports GlobeSt.com.  The
22 Macerich-owned Mervyns sites will be filled by retailers
Forever 21 and Kohl's, pending approval by the Court, the report
added.

If all goes as planned, Forever 21 and Kohl's will begin to build
out their spaces in January and open new stores throughout 2009,
the report added.

Bob Howard of GlobeSt.com  says the $250,000,000 loan that
Macerich closed on is a seven-year refinancing of Washington
Square at a fixed rate of 6%.  The transaction generated proceeds
to Macerich of approximately $63,000,000 above the previous loan,
he said in the report.

                  About Kohl's Department Stores

Based in Menomonee Falls, Wis., Kohl?s (NYSE: KSS) is a family-
focused, value-oriented specialty department store offering
moderately priced, exclusive and national brand apparel, shoes,
accessories, beauty and home products in an exciting shopping
environment.  Kohl's operates 1,004 stores in 48 states.  A
company committed to the communities it serves, Kohl's has raised
more than $102 million for children's initiatives nationwide
through its Kohl's Cares for Kids philanthropic program.  For a
list of store locations and information, or for the added
convenience of shopping online, visit http://www.kohls.com

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERVYN'S LLC: Court Sets Feb. 18 as Admin. Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
Feb. 18, 2009 as the deadline to file administrative claims
against Mervyn's LLC and its affiliates.

The Debtors said they had received informal comments from the
United States Trustee regarding the proposed procedure and
initial deadline for administrative claims.  To address the
Trustee's concerns, the Debtors submitted with the Court a
certification of counsel revising the proposed administrative
claim procedure.

At the Debtors' behest, Judge Gross ordered that all
administrative claim requests must be submitted to the Court at
this address:

  United States Bankruptcy Court for the District of Delaware
  824 North Market Street
  3rd Floor
  Wilmington, Delaware 19801

and to Kurtzman Carson Consultants LLC:

  Mervyn's Claims Processing
  c/o Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, California 90245

Pursuant to the Court's order all administrative claim request
must:

  (a) be written in English;
  (b) be denominated in lawful United States currency;
  (c) specify the legal and factual basis for the claim; and
  (d) attach supporting documentation which must be filed with
      the Court with a copy to KCC.

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERVYN'S LLC: Seeks to Employ AON As Risk Insurance Broker
----------------------------------------------------------
Mervyn's LLC and its affiliates seek the authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Aon Risk
Insurance Services West, Inc., to provide insurance broker
services nunc pro tunc to November 18, 2008.  Aon is the
largest insurance and reinsurance broker in the world.

Under the laws of the various states in which the Debtors
operate, they are required to maintain workers compensation
coverage for claims arising from or related to employment.  For
liabilities arising after August 28, 2004, the Debtors maintain a
high deductible workers compensation program with respect to
which ACE American Insurance Company is the carrier.  Claims
under the High Deductible WC Program are subject to a per
incident, per employee deductible of $2,000,000 as well as
statutory limits.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that in connection with the
completion of the Store Closing Sales and the wind-down of the
Debtors' business generally, the vast majority of the Debtors'
employment positions will be terminated and the Debtors' workers
compensation insurance needs will be substantially eliminated.
Moreover, although the Debtors intend to remain current with
respect to their obligations under the High Deductible WC
Program, at some point in the future, the program will have to be
wound down.

As insurance broker services consultant, Aon will:

  (a) develop, design and negotiate with ACE regarding an
      insurance product that will define and terminate the
      Debtors' ultimate liabilities resulting from five years of
      obligations under the High Deductible WC Program; and

  (b) assist the Debtors with (i) the reduction in force to
      coincide with the end of the Store Closing Sales, (ii)
      defenses to post-reduction in force workers compensation
      claims, (iii) actuarial analysis and advice, and (iv)
      review and analysis of insurance agreements, safety and
      controls and claims administration.

The Debtors reserve their right to seek to expand the services to
be provided by Aon in their cases.

Moreover, the Debtors propose to pay Aon on a variable commission
rate based on the amount of collateral currently held by ACE and
ultimately returned to the Debtors:

       Collateral Returned            Premium
       --------------------           -------
       $1,000,000 - $1,999,999           1.5%
       $2,000,000 - $2,999,999             2%
       $3,000,000 or greater             2.5%

According to the Debtors, Aon's commission will be capped at
$750,000.  The Debtors also reserve their right to terminate
Aon's services at any time or decline to enter into any
agreements proposed by Aon concerning the replacement of the High
Deductible WC Program.

Phillip L. Luecht, Jr., a managing director of Aon Risk Insurance
Services West, Inc., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MERVYN'S LLC: StreamBank to Market Intellectual Asset Portfolio
---------------------------------------------------------------
Streambank said in a statement that it has been retained to
undertake the marketing and sales efforts for Mervyns' broad
intellectual asset portfolio.  Mervyns is known as a family-
friendly promotional neighborhood department store offering trend-
right fashions and home decor for the entire family at affordable
prices.  Mervyns has a well-earned reputation for its extensive
selection of national and private-label fashions and house wares.

Mervin Morris opened the first store in San Lorenzo, California in
1949 and it became the prototype for today's mid-range department
store.  Mervyns was the first to offer customers revolving credit
and the first to advertise sales in the newspaper.  They were also
the first to focus on young families.  They operated more than 175
stores in seven states, employing over 20,000 associates.  In 2005
sales peaked at more than $3 billion.  Stores are located
primarily in regional malls, community shopping centers and
freestanding locations in the West and Southwest.

Mervyns' core customer is the busy mother between the ages
of 25-49 that shopped for herself, her home and her family.  With
the growing Hispanic population in Arizona, California and Texas,
Mervyns recognized one of its most loyal consumer groups with
tailored incentives.

                       Assets For Sale

Mervyns was committed to providing fashion, service and value for
time-pressed, price-conscious consumers looking for fresh,
creative ideas in apparel and home decor.  They carried a great
mix of trend-right fashions for the entire family and the home.  A
key strategy to their success was the creation of hip, affordable,
timely and enduring house brands.  These house brands, which
accounted for almost $3 billion in retail sales between 2005 and
today are now for sale.  Brands for sale include: Cambridge
Classics(R), Cheetah(R), ellemenno(R), French Laundry(R), High
Sierra(R), Hillard & Hanson(R), Real Kitchen(R), Sprockets(R),
Sprockets Baby(R), Duty Built(R), Partners(R) and the Mervyns name
as well as numerous others.

The marketing of these assets has just commenced and an auction
date will be set shortly.  For more information, please contact
Margaret Birlem at 781-444-4940.

                  Terms of Firm's Retention

The Debtors sought and obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Streambank LLC to
provide intellectual property disposition services nunc pro tunc
to November 14, 2008.  The application was approved after the
Debtors addressed informal objections by the U.S. Trustee.

Streambank has agreed to:

  (a) assess their intellectual property, including, reviewing
      trademark files, design guidelines, product images, logos
      and art, and supporting assets; and

  (b) actively market their intellectual property and, subject
      to Court approval, conduct a sales process aimed at
      maximizing the value of the assets for the Debtors and its
      creditor constituents.

The Debtors reserve their right to expand the services to be
provided by Streambank.

The Debtors propose to pay Streambank:

  (i) a management fee of $60,000 payable in six monthly
      installments of $10,000, nunc pro tunc to the entry of the
      Court's order; and

(ii) to the extent that the sale of the Debtors' intellectual
      property yields an amount in excess of $60,000, a Seller's
      fee in accordance with this schedule:

        (a) 15% of Gross Consideration for amounts between
            $60,000 and $1,810,000;

        (b) 20% of Gross Consideration for amounts between
            $1,810,000 and $3,560,000; and

        (c) 25% of Gross Consideration for amounts exceeding
            $3,560,000.

After negotiations with the U.S. Trustee, the Debtors have agreed
to indemnify and pay Streambank on these terms:

  (a) The Debtors will not indemnify Streambank for claim or
      expense that is judicially determined to have arisen from
      Streambank's gross negligence or willful misconduct or
      settled prior to a judicial determination as Streambank's
      gross negligence or willful misconduct, but determined by
      the Court to be a claim or expense for which Streambank
      should not receive indemnity, contribution or
      reimbursement;

  (b) The Debtors will not indemnify Streambank for claim or
      expense that is subject of a contractual dispute in which
      the Debtors allege Streambank's breach of contractual
      obligations unless the Court determines that the
      indemnification would be permissible; and

  (c) If before the confirmation of a Chapter 11 Plan of
      Reorganization or the entry of an order closing the
      Debtors' Chapter 11 cases, Streambank believes it is
      entitled to the payment of any amounts owed by the
      Debtors, it must file an application with the Court, and
      the Debtors may not pay the amount without the Court's
      approval.

                      About Streambank

Streambank is an intellectual property consultancy firm
based in Needham, MA, specializing in intellectual asset
valuation and disposition.  On the Net:
http://www.streambankllc.com

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provides a mix of top national brands
and exclusive private labels.  Mervyn's has 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

(Mervyn's Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MILLENIUM TRANSIT: Secures $749,855 Loan from James Ludvik
----------------------------------------------------------
The Deal's Carolyn Okomo reports that Millennium Transit Services
LLC secured two separate debtor-in-possession financing from
secured creditor James A. Ludvik who holds a claims of about
$31.4 million against the Debtor.

Ms. Okomo says the Debtor obtained $395,023 in financing from
Mr. Ludvik in August and another $354,832 in financing in October.
Both loans incur interest at 10%, she notes.

According to Ms. Okomo, any unpaid amount by the August loan's
maturity date will bear a 12% interest rate compounded monthly.
The loan will mature in the earliest to occur of (i) the plan
confirmation, or (ii) entry of an order approving the sale of the
Debtor's assets, Ms. Okomo says.

One the one hand, the October loan, which is also priced at 10%,
is secured by a second lien on all of the Debtor's assets, Ms.
Okomo relates.

The loans enable Mr. Ludvik to make advances to the Debtors
without consent from the Court, Ms. Okomo says.

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The company filed for chapter 11 protection on Aug.
29, 2008 (Bankr. D. N.M. Case No. 08-12848).  Judge Mark B.
McFeeley presides over the case.  When the Debtor filed for
protection from its creditors, it listed both its assets and debts
to be between $10 million and $50 million.


MIRANT CORPORATION: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on U.S. energy merchant Mirant Corp. and its
subsidiaries, Mirant North America LLC and Mirant Americas
Generating LLC following a full review of the company.

S&P rate Mirant and all of its subsidiaries, including Mirant Mid-
Atlantic, on a consolidated basis.  Mirant has a weak business
profile, reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing.  These risks are mitigated by a large, base-load coal
asset position, some geographic diversity, and solid plant
operations.  The financial policy is aggressive based on S&P's
corporate benchmarks, but this posture is partially mitigated by
large cash balance that is well above industry norms.  The outlook
is stable.

Atlanta-based Mirant sells electricity into wholesale markets
using 10,097 MW of generation capacity in the Mid-Atlantic,
Northeast, and California.  As of Sept. 30, 2008, Mirant had
$3.66 billion in debt, a figure that includes $905 million of
MIRMA lease-related debt not included in Mirant's balance sheet.


MIRANT MID-ATLANTIC: S&P Keeps BB Credit Rating on $905MM Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' credit rating
and '1' recovery rating to Mirant Mid-Atlantic LLC's outstanding
$905 million senior secured pass through certificates due between
2012 and 2028, following a full review of parent Mirant Corp. S&P
rate MIRMA on a consolidated basis with Mirant.  The '1' recovery
rating indicates that lenders will realize between 90% and 100%
recovery of their investment in a default scenario.  The outlook
is stable.

MIRMA's stable outlook reflects adequate merchant market prices in
the near term, capacity payments under the PJM system, good
operations and progress on the environmental capital program, and
a hedging program.  The outlook also reflects the stable outlook
on Mirant given that MIRMA is not structured as bankruptcy remote
from Mirant.  S&P could raise MIRMA's rating near or at completion
of the environmental spending program if financial and operational
performance is adequate for a merchant project financing, provided
that Mirant's rating also rises.  Developments that could put
negative pressure on MIRMA's rating include difficulties with
completing the environmental capital program, lower cash flows
that could result from likely increased restrictions on
environmental emissions, a downgrade of Mirant's rating, or
poor financial or operational performance.


MORGAN STANLEY: Buys Back $12.3BB Bonds to Curb Declines
--------------------------------------------------------
Christine Harper at Bloomberg News reports that Morgan Stanley has
bought back $12.3 billion of its bonds for the past three months
"at incredibly distressed levels" to curb declines.

Bloomberg quoted Morgan Stanley's chief financial officer Colm
Kelleher as saying, "We were buying debt as part of a debt
defense.  If I had let it sit out there, it would have sent a very
bad signal."

Bloomberg relates that investors were worried about Morgan
Stanley's credit quality.  The report says that after the Lehman
Brothers Holdings Inc. filed for Chapter 11 on Sept. 15, Morgan
Stanley's 6.625% senior unsecured notes that mature in April 2018
declined as low as 61 cents on the dollar on Oct. 10.  As of
December 17, the bonds were trading at 86.5 cents on the dollar.

Citing Mr. Kelleher, Bloomberg states that the Lehman bankruptcy
spurred some hedge funds to withdraw money they held at Morgan
Stanley's prime brokerage division.  Mr. Kelleher said that
revenue from prime brokerage fell 50% in the fourth quarter,
compared to the third quarter 2008, according to the report.  The
report says that the amount of assets held by hedge funds at
Morgan Stanley's prime brokerage were 37% lower on average in the
fourth quarter, compared with the third quarter.

While some hedge funds were declining, other hedge funds are
seeking to return to Morgan Stanley's prime brokerage, Bloomberg
reports.

      Morgan Stanley Posts $2.37BB Loss in Fourth Quarter

Hurt by asset write-downs and losses on its core bond business due
to the financial crisis, Morgan Stanley posted a $2.37 billion
loss in the fiscal fourth-quarter, Randall Smith at The Wall
Street Journal reports.

Morgan Stanley said in a filing with the Securities and Exchange
Commission on Dec. 17, 2008, that its income from continuing
operations for the fiscal year ended November 30, 2008, was
$1,807 million, compared with $2,563 million a year ago.   Net
revenues were $24.7 billion, 12% below last year.  Non-interest
expenses of $22.5 billion were 9% below 2007.  The return on
average common equity from continuing operations was 5.2%,
compared with 7.8% the prior year.

The loss from continuing operations for the fourth quarter was
$2,195 million, or $2.24 per diluted share, compared with a loss
of $3,588 million, or $3.61 per diluted share, in the fourth
quarter of last year.  Net revenues were $1.8 billion, compared
with negative $0.4 billion in last year's fourth quarter.  Non-
interest expenses of $5.2 billion, including non-cash charges of
$725 million related to the impairment of goodwill and intangible
assets, decreased 3% from a year ago.

Net income for the year was $1,707 million or $1.45 per diluted
share, compared with $3,209 million, or $2.98 per diluted share, a
year ago.  The return on average common equity for the year was
4.9%, compared with 8.9% a year ago.  For the quarter, the net
loss was $2,295 million, or $2.34 per diluted share, compared with
the net loss of $3,588 million, or $3.61 per diluted share, in the
fourth quarter of 2007.  Net income for fiscal 2007 included the
results of Discover Financial Services (Discover), which are
reported in discontinued operations.  Costs in fiscal 2008 related
to a legal settlement between Discover, Visa and MasterCard are
also included in discontinued operations.

Despite the challenging environment in 2008, Morgan Stanley
delivered three straight quarters of profitability for the first
nine months of the year and was profitable for the full year with
net income of $1.7 billion and net revenues of $24.7 billion.

Morgan Stanley substantially reduced its leverage and adjusted
leverage ratios to 11.4x and 8.0x, respectively, from 32.6x and
17.6x at the end of fiscal 2007.

The company strengthened its capital position - with a total of
$24.7 billion in new Tier-1 capital.

Equity sales and trading delivered record net revenues of
$10.0 billion, an increase of 10% from last year, reflecting
record results in derivatives and strong results in the cash
businesses.

Fixed income sales and trading net revenues of $3.9 billion
included record revenues in commodities and foreign exchange,
offset by lower revenues in other interest rate, credit and
currency products (IRCC) and net mortgage related losses of
$2.6 billion.

Investment banking delivered net revenues of $3.6 billion, despite
the challenging market environment, and advised on some of the
year's biggest transactions including the year's largest airline
merger, largest media transaction and several of the largest
rights issues by financial institutions.

Asset Management experienced a pre-tax loss of $1.8 billion,
driven primarily by markdowns in principal investments and lower
assets under management.

Global Wealth Management Group delivered strong results and
generated return on average common equity of 48% and net new
assets of $35 billion for the year with average annualized revenue
per global representative of approximately $746,000.

                    Year-End Compensation

Given the extraordinary challenges facing the financial industry
this year, Morgan Stanley's Board of Directors and senior
management team have taken a number of steps regarding year-end
compensation.

John Mack, Morgan Stanley Chairperson and CEO, and Co-Presidents
Walid Chammah and James Gorman have forgone a bonus for 2008.  The
2008 year-end compensation for the 14 members of the company's
Operating Committee is down an average of 75%, while the 2008
year-end compensation for the 35 members of the Management
Committee is down an average of 65% versus last year.

Excluding Financial Advisor compensation, the company's bonus pool
is down approximately 50% for 2008, reflecting the difficult
market conditions, stock price performance and the company's full-
year earnings in this challenging environment.  This bonus pool
represents only one part of the company's total compensation costs
-- most of which are non-discretionary costs, including base
salaries, 401(k) matching contributions, commissions to global
representatives and benefits.

The company's compensation-to-net revenue ratio for 2008 was
49.7%.  Excluding severance of $791 million, the ratio was 46.5%.

Morgan Stanley is implementing a new clawback provision in year-
end compensation pertaining to part of the bonus deferral that
could be triggered if an individual engages in certain conduct
detrimental to the company causing, for example, the need for a
restatement of results, a significant financial loss or other
reputational harm to the company or one of its businesses.

During the quarter, Discover announced the settlement of its
lawsuit with Visa and MasterCard.  At the time of the spin-off of
Discover, Morgan Stanley and Discover negotiated an agreement that
entitled Morgan Stanley to receive approximately
$1.3 billion pre-tax in connection with this settlement.  However,
Discover contends that Morgan Stanley is in breach of the
agreement.  Morgan Stanley has filed a lawsuit to enforce this
agreement.  This revenue has not yet been included in the Morgan
Stanley's financial results.

On Dec. 16, 2008, the Board of Directors of Morgan Stanley
approved a change in the Company's fiscal year end from Nov. 30 to
Dec. 31 of each year.  This change to a calendar year reporting
cycle will begin Jan. 1, 2009.  As a result of the change, the
company will have a December 2008 fiscal month transition period,
the results of which are expected to be separately reported in the
company's Quarterly Report on Form 10-Q for the new calendar first
quarter ending March 31, 2009 and in the company's Annual Report
on Form 10-K for calendar year 2009.  The company expects this
change to also impact any record dates and payment dates for any
dividends to be paid on the Company's common stock, as may be
approved by the Board in the future, as compared to such dates in
fiscal 2008.

Morgan Stanley said that its Board of Directors declared a $0.27
quarterly dividend per common share.  The dividend is payable on
Feb. 13, 2009, to common shareholders of record on Jan. 30, 2009.
The company also announced that its Board of Directors declared a
quarterly dividend of $348.35 per share of Series A Floating Rate
Non-Cumulative Preferred Stock (represented by depositary shares,
each representing 1/1,000th interest in a share of preferred stock
and each having a dividend of $0.34835) to be paid on Jan. 15,
2009, to preferred shareholders of record on Dec. 31, 2008; a
quarterly dividend of $25.56 per share of perpetual Fixed Rate
Non-Cumulative Convertible Preferred Stock, Series B to be paid on
Jan. 15, 2009, to preferred shareholders of record on Dec. 31,
2008; a quarterly dividend of $25.56 per share of perpetual Fixed
Rate Non-Cumulative Preferred Stock, Series C to be paid on
Jan. 15, 2009, to preferred shareholders of record on Dec. 31,
2008; and a quarterly dividend of $10.69 on each depository share
of perpetual Fixed Rate Cumulative Preferred Stock, Series D to be
paid on Jan. 15, 2009, to preferred shareholders of record on Dec.
31, 2008.

Total capital as of Nov. 30, 2008, was $192.3 billion, including
$61.1 billion of common equity, preferred equity and junior
subordinated debt issued to capital trusts.  As of Nov. 30, 2008,
the company has repurchased 39 million shares of its common stock
during this fiscal year as part of its capital management share
repurchase program and book value per common share was $30.24,
based on 1.0 billion shares outstanding.

                      About Morgan Stanley

New York-based Morgan Stanley -- http://www.morganstanley.com--
is a global financial services firm that, through its subsidiaries
and affiliates, provides its products and services to a group of
clients and customers, including corporations, governments,
financial institutions and individuals.  Morgan Stanley's business
segments include Institutional Securities, Global Wealth
Management Group and Asset Management.  The company conducts its
business from New York City, its regional offices and branches
throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centers.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Moody's Investors Service downgraded the ratings of 320 tranches
from 25 transactions issued by Morgan Stanley, including its:

  -- Cl. M-2, downgraded to Caa2 from B2,
  -- Cl. M-3, Downgraded to Ca from B2,
  -- Cl. M-4, Downgraded to Ca from B3,
  -- Cl. M-5, Downgraded to Ca from B3,
  -- Cl. B-3, Downgraded to C from Ca, and
  -- Cl. B-4, Downgraded to C from Ca.


MORGAN STANLEY: S&P Raises Rating on Class F Notes to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.'s series 1998-CF1.  Concurrently,
S&P affirmed its rating on one other class from this series.

The raised ratings reflect increased credit enhancement levels due
to the paydown of the mortgage pool balance and the amortization
of the remaining loans.  The ratings are constrained by reduced
diversification, as the pool has paid down to 59 loans.

As of the Dec. 15, 2008, remittance report, the trust collateral
consisted of 59 mortgage assets with an aggregate principal
balance of $135.5 million, down from 380 loans totaling
$1.1 billion at issuance.  The master servicer, Capmark Finance
Inc., reported financial information for 94% of the pool.
Excluding the defeased loans ($10.0 million, 7%), 79% of the
servicer-reported information was full-year 2007 data.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.65x.  Three assets ($9.6 million, 7%)
are with the special servicer, LNR Partners Inc., including the
sixth-largest loan ($6.4 million, 5%) in the pool.  This asset and
one other specially serviced asset ($177,107, 0.1%) are the only
delinquent loans in the pool.  Both assets are classified as being
in foreclosure.  An appraisal reduction amount totaling $26,564 is
in effect for one of the delinquent assets.  To date, the trust
has experienced aggregate losses totaling $76.5 million.

Excluding two loans with the special servicer, five loans
($10.3 million, 8%) in the pool have reported a low DSC.  All five
are credit concerns.  The loans have an average balance of
$2.1 million and have experienced an average decline in DSC of 50%
since issuance.  These loans are secured by a variety of office,
retail, and multifamily properties that have experienced declining
occupancy.

The top 10 real estate exposures have an aggregate outstanding
balance of $70.3 million (52%).  Year-end 2007 financial
information was not available for three of the top 10 exposures.
Based on available information, Standard & Poor's calculated a
weighted average DSC of 1.79x.  Three of the top 10 exposures are
on the master servicer's watchlist and are discussed below. As
mentioned above, the sixth-largest loan is with the special
servicer; this loan is also discussed below.  Standard & Poor's
reviewed property inspection reports provided by the master
servicer for 11 of the 13 properties collateralizing the top 10
loans.  Eight were classified as "good," two as "fair," and one as
"excellent."

The three assets currently with the special servicer are:

  -- The Highland Walk Apartments loan ($6.4 million, 5%), the
     largest loan with the special servicer and the sixth-largest
     exposure in the pool, is secured by a 208-unit multifamily
     property in Norcross, Georgia.  The asset was transferred to
     the special servicer in June 2008 when the borrower was
     unable to pay the loan off at its May 1, 2008, maturity date.
     A receiver has been in place since then, and the resolution
     plan is to market and sell the property.  The reported DSC
     was 0.47x for the nine months ended Sept. 30, 2007, and
     occupancy was 82% as of the same period.  At this time, S&P
     expects minimal, if any, loss upon the eventual resolution of
     the asset.

  -- The Colonial Nursing Center loan ($3.1 million, 2%) is
     secured by a 90-bed nursing center in Lindale, Texas.  The
     borrower did not pay the loan off at its scheduled
     anticipated repayment date of May 1, 2008.  The asset was
     transferred to the special servicer in October 2008 because
     the borrower failed to establish a required lockbox in
     accordance with the terms of the loan.  The reported DSC was
     0.79x for the 12 months ended Dec. 31, 2007, and occupancy
     was 91% at Dec. 12, 2006.  At this time, S&P expects a
     moderate loss upon the eventual resolution of the asset.

  -- The Moore's Adult Care Facility loan ($177,107, 0.1%) is
     secured by a 12-bed adult care facility in Charlotte,
     Michigan.  The asset has been with the special servicer since
     April 2005, and a foreclosure is underway.  Current financial
     and occupancy data is not available.  At this time, S&P
     expects a severe loss upon the eventual resolution of the
     asset.

Capmark reported a watchlist of 12 loans totaling $34.3 million
(25%), including three of the top 10 real estate exposures, which
constitute 62% ($21.1 million) of the loans on the watchlist.
Details are:

  -- The largest loan on the watchlist and in the pool is the
     Bristol Market Place loan ($9.9 million, 7%), which is
     secured by a 99,256-sq.-ft. retail property in Santa Ana,
     California.  The asset appears on the watchlist due to a
     decrease in occupancy.  A significant tenant vacated the
     property in May 2008.  Capmark reported DSC figures of 1.64x
     and 1.65x for the 12 months ended Dec. 31, 2007, and the six
     months ended June 30, 2008, respectively.  The property had a
     56% physical occupancy rate at July 2008.

  -- The second-largest loan on the watchlist and the seventh-
     largest asset in the pool is the Pleasanton Square II loan
      ($6.0 million, 4%), which is secured by a 52,019-sq.-ft.
     retail property in Pleasanton, California.  The asset appears
     on the watchlist due to a decline in DSC after a significant
     tenant vacated the property in April 2007.  A new tenant has
     since signed a lease for the space, and S&P expects
     performance to improve as a result.  Capmark reported DSC
     figures of 1.61x for the 12 months ended Dec. 31, 2007, and
     1.00x for the nine months ended Sept. 30, 2008.  The property
     was 100% occupied at October 2008.

  -- The third-largest loan on the watchlist and the ninth-largest
     exposure in the pool is the Battlefield Business Park loan
      ($5.2 million, 4%), which is secured by a 92,715-sq.-ft.
     office property in Manassas, Virginia.  The asset appears on
     the watchlist due to a low DSC caused by a decrease in
     occupancy.  Capmark reported DSC figures of 0.75x for the 12
     months ended Dec. 31, 2007, and 0.73x for the six months
     ended June 30, 2008. The property was 65% occupied at March
     2008.

The remaining loans are on the watchlist due to low occupancies
and/or low DSCs.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those with credit issues.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.

                          Ratings Raised

                   Morgan Stanley Capital I Inc.
   Commercial mortgage pass-through certificates series 1998-CF1

                 Rating
                 ------
    Class    To         From                Credit enhancement
    -----    --         ----                ------------------
    D        A+         A-                              58.74%
    E        BBB+       BBB                             44.44%
    F        BB         BB-                             28.09%

                          Rating Affirmed

                    Morgan Stanley Capital I Inc.
  Commercial mortgage pass-through certificates series 1998-CF1

       Class      Rating                Credit enhancement
       -----      ------                ------------------
       X          AAA                                N/A

                      N/A - Not applicable.


MXENERGY HOLDINGS: Moody's Maintains 'Caa3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service maintained MXenergy Holdings Inc.'s
Corporate Family Rating and Probability of Default Rating of Caa3
and the Ca rating on its floating rate senior notes due 2011
following the company's announcement that it intends to commence a
cash tender offer to purchase its outstanding 2011 series notes.
The ratings remain under review for possible downgrade.

Note holders electing to participate in the tender offer would
receive up to 50% of the principal amount in cash.  The tender
offer is subject to several conditions, notably the consummation
of and receipt of proceeds from an Acquisition Transaction, which
is defined as the acquisition of all or the majority of the stock
of MXenergy.  The company is also soliciting consents from the
note holders for several proposed amendments to the indenture.
The proposed amendments, among other things, would eliminate
certain events of defaults and substantially all restrictive
covenants, including the change of control feature.

Moody's views the successful culmination of the tender offer as
tantamount to a distressed exchange and would classify this
transaction as a limited default if the exchange offer closes.
However, due to uncertainty surrounding an Acquisition
Transaction, Moody's will re-evaluate the ratings based on the
post-exchange capital structure.

MXenergy's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside MXenergy's core industry;
MXenergy's ratings are believed to be comparable to those of other
issuers with similar credit risk.

The last rating action on MXenergy was on November 19, 2008, at
which time the Corporate Family and Probability of Default ratings
were downgraded to Caa3 and the senior unsecured note rating was
lowered to Ca.

MXenergy Holdings Inc. is headquartered in Stamford, Connecticut.


N. CAROLINA MEDICAL: S&P Changes Outlook to Stable; Affirms 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from positive on North Carolina Medical Care Commission's Radian-
insured series 2003 bonds, issued for Maria Parham Medical Center.
At the same time, Standard & Poor's affirmed its 'BB' underlying
rating (SPUR) on the bonds.  The outlook change reflects MPMC's
inability to sustain positive operating and excess incomes
produced in fiscal 2007.

The 'BB' rating reflects MPMC's operating volatility over the past
five years and historical operating losses that corresponded with
the deterioration in balance sheet metrics.  Although the outlook
was revised to positive in fiscal 2007, the medical center was
unable to sustain its positive earnings and establish a favorable
operating trend, despite its implementation of a comprehensive
turnaround plan.  The plan was developed in concert with outside
consulting firm FTI Cambio, which identified several million
dollars in productivity, billing, and other improvements on top of
a favorable Medicare cost settlement report and other one-time
drivers of improved fiscal 2007 results.

A lower rating is precluded at this time due to MPMC's dominant
market position, improved liquidity and other balance sheet
metrics, and its still solid cash flow coverage of maximum annual
debt service.  The stable outlook reflects MPMC's fiscal 2008
operating and excess losses, which have slowed the medical
center's turnaround, despite many operational improvements
implemented by management over the past couple of years.

"In our opinion, MPMC's financial and operational turnaround will
take longer than the typical two-year outlook horizon; therefore,
maintaining the positive outlook on the rating is not
appropriate," said Standard & Poor's credit analyst Karl Propst.
"However, S&P acknowledge the strides management has made in
achieving specific cost savings and productivity targets
identified with assistance from the medical center's outside
consultants and if MPMC is able to restore volume growth and
establish a sustainable trend of positive operating performance
over the next two to three years, then a positive outlook or
higher rating is possible," said Mr. Propst.

Conversely, should the operating performance trend remain
negative, liquidity measures weaken, or patient volumes wither,
then a negative outlook revision or a downgrade could occur.


NCO GROUP: S&P Cuts Long-Term Counterparty Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on NCO Group Inc. to 'B' from
'B+'.  At the same time, S&P lowered its rating on NCO's senior
secured credit facility to 'B+' from 'BB-', and the rating on its
senior unsecured and subordinated debt to 'CCC+' from 'B-'.  The
outlook remains negative.

"The rating action reflects NCO's weaker-than-expected
profitability, cash flow coverage, and financial flexibility,"
said Standard & Poor's credit analyst Rian M. Pressman, CFA. NCO's
modest profitability is exacerbated by the need to service a heavy
debt burden, which totals more than $1 billion.  For the most
part, the difficult collections environment, which reduced
revenues earned from third-party contingency collections and
purchased receivables, caused NCO's profitability weakness. As a
result, NCO's cash flow coverage ratios have deteriorated
materially.  In particular, its leverage ratio weakened to 4.44x,
approaching the 4.75x level stipulated in its credit agreement.
(The leverage ratio is calculated as debt-to-EBITDA, adjusted per
NCO's credit agreement, which factors out noncash items,
nonrecourse debt and related interest, and certain other charges.)
If this level is exceeded, NCO's creditors have the right to call
it in default of its agreement, which would trigger cross-defaults
in the company's senior unsecured and subordinated debt.

NCO's financial flexibility also weakened during 2008.  NCO's
funding needs have historically included the purchase of
distressed receivables, acquisitions, capital expenditures, and
working capital.  Capital expenditures were generally funded out
of cash flow, while the purchase of large (more than $1 million)
portfolios of charged-off receivables was funded in partnership
with an affiliate of agriculture/food company Cargill Inc.
(A/Stable/A-1).  Cargill's affiliate limited its participation in
these purchases during 2008.  Therefore, NCO has been using its
own resources, including its $100 million revolving credit
facility, to take advantage of the favorable market pricing for
charged-off debt.  At Sept. 30, 2008, NCO had only $10.2 million
of remaining availability under its revolving credit facility.
Balance-sheet liquidity is also minimal, with cash comprising
about 2% of total assets.

The negative outlook reflects the potential for continued pressure
on financial results because of the difficult collections
environment, as well as NCO's weaker liquidity position.  If these
or other circumstances cause NCO to underperform further, relative
to its expectations, S&P will lower the rating.  If circumstances
stabilize, S&P will change the outlook to stable.


NEFF CORP: Says Complaint of 2nd Lien Creditors Without Merit
-------------------------------------------------------------
Neff Corp. disclosed in a regulatory filing with the Securities
and Exchange Commission that the assertions contained in the
complaint of certain lenders under Neff Corp.'s second lien credit
agreement are without merit.  Neff intends to proceed with
consummation of the offer and to vigorously oppose those lenders'
claims.

On Dec. 12, 2008, plaintiffs constituting certain lenders under
Neff Corp.'s second lien credit agreement filed a verified
complaint in the Supreme Court of New York, County of New York,
seeking to enjoin Neff's Offer to Purchase and Consent
Solicitation.  The Complaint alleges that the offer constitutes a
breach of the Second Lien Credit Agreement and the intercreditor
agreement and of Neff's purported fiduciary duty to the lenders.

After oral argument on Dec. 15, 2008, a judge denied the
plaintiffs' request for a temporary restraining order to enjoin
the consummation of the offer.

Neff Corp. -- http://www.neffcorp.com.-- operates an equipment
rental company in the United States.  Through its 65 branches
that located primarily in the Sunbelt states, the company rents
an array of construction and industrial equipment including
earthmoving equipments.  The company is controlled by affiliates
of Lightyear Capital LLC.

                             *   *   *

As reported in the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Miami-based equipment rental company Neff Corp.,
and subsidiary Neff Rental Inc., to 'SD' (selective default) from
'CC'.  "We also lowered the issue-level rating on Neff's 10%
senior notes due 2015 to 'D' from 'C'," S&P said.


NEFF CORP: Moody's Downgrades Second Lien Loan Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service has downgraded Neff Corp.'s second lien
term loan rating to Caa2 from Caa1, confirmed the Caa3 senior
unsecured note rating and Caa1 corporate family rating.  This
action follows Neff's exchange of senior unsecured notes for first
lien term loan at a face value discount.  In Moody's view the
event constitutes a distressed exchange and, reflecting the
limited default, Neff's probability of default rating has changed
to Caa1/LD from Caa1.  Neff's debt exchange has placed
approximately $87 million of secured, senior first lien debt ahead
of the company's existing senior second lien and senior unsecured
debt classes.  The transaction also eliminated certain covenants
and weakened upstream subsidiary guarantee provisions of the
senior unsecured notes that did not participate in the exchange
offer.  The ratings outlook is negative.  These rating actions
conclude the review for possible downgrade that Moody's announced
November 17, 2008.

The Caa1 corporate family and probability of default rating levels
have been confirmed despite elimination of approximately $103
million in debt and a lowered interest burden as a result of the
exchange.  The ratings reflect the balance of the lowered debt
load against the expected weak operating performance resulting
from soft construction markets.  The performance challenges,
combined with expected market value declines in used earthmoving
equipment, should continue weighing down the company's credit
metrics.

The speculative grade liquidity rating of SGL-3, reflecting an
adequate liquidity profile, has been affirmed.  Moody's estimates
that Neff possesses approximately $52 million of revolver
borrowing availability, down from $84 million at September 30,
following an amended credit facility that accompanied the exchange
transaction.  Moody's believes that with low capital expenditure
and seasonal working capital needs expected, revolver availability
should cover anticipated needs over the next 12 months.  The first
lien credit facility features a minimum 1.0 time fixed charge
covenant test that becomes active if availability declines below
$35 million.  The exchange transaction should benefit the
calculation of fixed charge coverage to help covenant compliance
if the test activates.  Nevertheless, equipment market value
declines could cause qualified borrowing base declines that
diminish availability to test activation levels.  A cash dominion
provision, as defined, becomes active when availability declines
below $35 million.

The negative outlook reflects Moody's concern that Neff's credit
profile may decline further.  Although the company has lowered net
equipment capital expenditures and has been generating free cash
flow for debt reduction, continued earnings deterioration from
lower rental rates and declining equipment market values could
limit Neff's ability to reduce leverage.  Should leverage not
reduce near term, the impact of weak earnings and aging fleet
collateral could cause the revised capital structure to become
unwieldy.

Ratings affected:

  -- Probability of default to Caa1/LD from Caa1 [RUR-], will be
     revised to Caa1 subsequent to this rating action.

  -- $290 million 2nd lien term loan due 2014 to Caa2, LGD 5, 76%
     from Caa1, LGD 4, 56% [RUR-].

  -- $230 million 10% senior unsecured notes due 2015 to Caa3, LGD
     6, 96% from Caa3, LGD 5, 88% [RUR-], will be revised to
     $34 million face value subsequent to this rating action.

Ratings unaffected:

  -- Corporate family rating confirmed at Caa1 from Caa1 [RUR-]
  -- Speculative grade liquidity SGL-3

Moody's last rating action on Neff occurred November 17, 2008 when
the ratings were placed under review for possible downgrade.

Neff Corp. is a multi-regional equipment provider with 66 branches
in 14 states predominately throughout the mid-Atlantic, southern
and western regions of the United States.  Revenues for the twelve
months ended September 2008 totaled about $300 million.


NEFF CORP: S&P Lifts Corp. Credit Rating to 'B-'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miami-based equipment rental company Neff Corp. and its
subsidiary Neff Rental Inc. to 'B-' from 'SD'.  The outlook is
negative.

At the same time, S&P raised the rating on the company's remaining
10% senior notes due June 2015 outstanding to 'CCC' from 'D'.
We've assigned a recovery rating of '6' to this debt issue,
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a payment default.  S&P also raised the rating on
company's existing second-lien term loan due 2014 to 'CCC' from
'C' and assigned a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The upgrade reflects the completion of the distressed debt
exchange and resulting capital structure," said Standard & Poor's
credit analyst Helena Song.  The debt level has been reduced by
about 15% as a result of the debt exchange.

The ratings on Neff Corp. reflect the highly competitive and
cyclical nature of the equipment rental industry in which it
participates as well as Neff's aggressive financial policy.
Private equity sponsor Lightyear Capital LLC purchased Neff in a
transaction valued at about $900 million, excluding fees, in May
2007.  Neff operates mainly in the SunBelt through 65 locations
and focuses on earth-moving equipment.

Nonresidential construction spending has started to turn down in
2008 and Standard & Poor's expects it to decline by 15% in 2009.
Rental rates and utilization rates have declined in some of Neff's
key markets.  The slowdown in housing and the resulting spillover
into the light commercial segment of the nonresidential markets
will likely continue to hurt Neff's performance because the
company is carrying a greater debt load as a result of the
leveraged buyout.  Additionally, rental rates on Neff's earth-
moving fleet, which is the company's primary focus and is tied to
residential construction needs, is sliding more than those on
other equipment types.

Standard & Poor's Ratings Services could lower the ratings if
operating performance continues to deteriorate, if cash flow
generation remains weak, or if the company's liquidity is
otherwise adversely affected.  For example, S&P could lower the
ratings if the company continues to generate low or negative free
cash flow and its earnings prospects remain weak.  This could
happen if the company's capital expenditures remain elevated
relative to cash from operations, or if earnings weakness more
than offsets a reduction in capital spending.  For example, S&P
could lower the rating if weakening demand leads to a 20% decline
in revenue and contracted operating margins less than 32%,
resulting in negative cash flow even with a reduction of 50% in
capital expenditure from the 2007 level.

Conversely, S&P could revise the outlook to stable if operating
performance stabilizes and the company is able to generate
meaningful discretionary cash flow.  However, this appears to be
less likely in the near term.


NEW WAVE COMMS: Receives More Funding from Investors
----------------------------------------------------
Juniper Group Inc. has received additional funding from its
investment bankers and has reached terms for a credit line as well
as accounts receivable financing for its subsidiary New Wave
Communication Inc.

The financing was approved by the bankruptcy court in New Wave's
Chapter 11 proceeding.  The financing permits Juniper to defray
its general and administrative expense and enables New Wave to
generate immediate cash flow as it performs current contracts with
two telecommunications companies for upgrading their cell
phone infrastructure in the Indianapolis metropolitan area and
this will give New Wave the resources to support its growth by
taking on additional work.

"With technology growth burgeoning at unprecedented rates, this
financing would allow us to be competitive in solicitation of new
business and continue to service its clients in the manner they
have come to expect," said Vlado P. Hreljanovic, Juniper's
President.

"The funding allows the company to move forward in a very positive
way while enabling us to set concrete goals and a timetable for
emergence from our reorganization.  We are very encouraged that we
can maintain or improve our employment levels during this very
difficult time in our nation's economy," Mr. Hreljanovic.

Headquartered in Franklin, Indiana, New Wave Communications filed
for Chapter 11 protection on Nov. 7, 2008 (Bankr. S.D. Ind. Case
No. 08-13975).  Jeffrey M. Hester, Esq., at Tucker|Hester LLC,
represents the Debtor.  When it filed for protection from its
creditors, it listed assets of less than $50,000 and debts between
$500,000 and $1 million.


NEWLAND INTERNATIONAL: Fitch Cuts Rating on $220MM Notes to 'B+'
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on Newland International
Properties, Corp.'s $220 million senior secured notes to 'B+' from
'BB'.  The action is a result of the significant deterioration in
global real estate markets and an increase in liquidity risks
associated with the timely payment of principal and interest on
the notes.  Newland International Properties, Corp. is developing
the Trump Ocean Club International Hotel & Tower, a multi-use
tower located on the Punta Pacifica Peninsula in Panama City,
Panama.

In conjunction with the repricing seen generally in all asset
classes, real estate prices have fallen considerably in most
global markets.  Although to date, Trump Ocean Club pricing has
remained stable and some sales have continued, price declines
within the Panama City submarket or at the project could lead to
higher than expected default rates for existing buyers.  Units are
purchased at TOC utilizing a 30% down-payment scheme with the
remaining 70% of the purchase-price due upon the delivery of the
unit.  To the extent units were purchased as investment properties
or as second homes, the incentive to pay the outstanding balance
of a purchase agreement could decline if global real estate values
continue to be pressured.  Noteworthy in this scenario, purchasers
would forfeit all down payments to Newland. Price volatility could
also curtail expectations of future sales.

The constraints in capital markets are expected to increase the
difficulty of securing financing for real estate assets.
Generally, real estate demand is affected by a lack of access to
mortgage financing for prospective buyers.  This risk is
exacerbated by the target market of the project, which focuses on
foreign buyers that do not intend to make the TOC their primary
residence.

Given the downward trend in the real estate industry, a slowdown
in sales at the TOC is not unexpected. Between August 2008 and
October 2008 TOC experienced a significant decrease in project
absorption rates.  This sales pace has affected the cash position
of Newland and heightened liquidity risks associated with timely
payment on the notes.  Liquidity on the notes is dependent on
collections from future sales and on down-payment collections from
previous sales to meet ongoing debt-service requirements.
Although the long-term solvency of the project appears strong (as
evidenced by sales equaling approximately 80% of total available
units and a construction escrow reserve sized to cover remaining
build out costs), short-term liquidity stress could arise when
cash on hand is not sufficient to cover timely payment of interest
on the notes.  Although permitted by the transaction structure,
the two most recent interest payments were partially covered with
draws from the Debt-Service Reserve Account.  To quantify the
potential liquidity risks Newland could face throughout the
construction phase of this development, Fitch has analyzed the
expected cash inflows and outflows of the project for the next six
to twelve months.

It is important to note that all cash expected to be needed to
complete construction on the TOC is held in a trustee-controlled
reserve account and subject to certain transactional covenants.
This construction escrow account had $157.8 million in proceeds at
Oct. 31, 2008.


NEXEN INC: Moody's Reviews 'Ba1' Shelf Rating for Possible Cut
--------------------------------------------------------------
Moody's Investors Service placed Nexen Inc.'s Baa2 senior
unsecured and Baa3 subordinated ratings under review for possible
downgrade.  The review reflects Nexen's increased debt level,
the use of this year's free cash flow cash for the proposed
acquisition of 15% of Long Lake and share buybacks, and ongoing
delays in the start-up and eventual ramp-up of both Long Lake and
Ettrick, all of which combine to further deteriorate Nexen's weak
metrics in a declining commodity price environment.

Debt will increase by $235 million from the proposed acquisition
of Long Lake, which follows a US$1 billion increase in debt from a
UK financing in the third quarter, the latter debt increase being
offset by cash on hand.  The company will also face increases in
current and future phase Long Lake capital expenditures associated
with its higher ownership level.  Nexen's credit protection
metrics, particularly those related to leverage and costs, had
left the company weakly positioned in the Baa2 rating category and
dependent on cash flow generated from timely start-up and ramp-up
of Long Lake and Ettrick in particular.

The review will focus on Nexen's core operating performance, year
end 2008 reserves disclosures and Moody's expectations of Nexen's
financial results and metrics relative to its Baa2 E&P peers.  The
outcome of the review should conclude in the first quarter of 2009
and is not likely to result in a downgrade of more than one notch.

On Review for Possible Downgrade:

Issuer: Nexen Inc.

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)Ba1 to (P)Baa2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Baa2

  -- Senior Unsecured Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Outlook Actions:

Issuer: Nexen Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on Nexen was to change the outlook to
stable from negative on August 15, 2006.

Nexen Inc. is a Calgary, Alberta based independent exploration and
production company that at the end of 2007 had 917 million barrels
of oil equivalent net proved reserves (84% oil and 67% developed).


NEXEN INC: S&P Keeps BB+ Subordinated Debt Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alberta-based Nexen Inc. to stable from positive.  The
revision followed a review of the company's credit profile after
it announced its acquisition of an increased working interest in
the Long Lake project. Standard & Poor's also affirmed its 'BBB-'
corporate credit and senior unsecured debt ratings and its 'BB+'
subordinated debt rating on the company.

"The outlook revision reflects our expectation that Nexen will be
unable to improve its financial profile in 2009 beyond that of the
current rating as a result of the lower hydrocarbon price
environment," said Standard & Poor's credit analyst Jamie
Koutsoukis.  S&P's previous positive outlook predicated an upgrade
on Nexen's ability to reduce its debt-to-EBITDA ratio to below
1.0x.

However given current commodity prices and the company's capital
spending plan for 2009, the likelihood of the company achieving
this target has been reduced.  "We view the acquisition of the
additional working interest in the Long Lake project as a credit
positive," Ms. Koutsoukis added.  "If Nexen is able to bring the
upgrader online and demonstrate sustained synthetic production
over two quarters and positive netbacks S&P could revise the
outlook back to positive."

The ratings on Nexen Inc. reflect, in S&P's opinion, the company's
large, diverse asset base; the significant proven undeveloped
reserves associated with these assets; the company's low-cost
exploration and production operations; and the growth potential
inherent in its undeveloped acreage.  S&P believes that the risks
associated with offsetting conventional production declines
through ongoing exploration and development activities temper
these strengths.

The stable outlook reflects Standard & Poor's expectation that
Nexen will maintain its financial risk profile during the low
hydrocarbon price environment and will see the ramp-up of its Long
Lake oil sands project with production reaching design capacity in
2010.  The outlook further incorporates S&P's expectation that the
company will continue toward completing its other development
projects and increasing its proven reserve base and production.
If the company can demonstrate sustained synthetic production at
Long Lake, coupled with lower cash operating costs compared with
those of traditional upgrading technology, an outlook revision to
positive is likely.


NORTHEAST FLORIDA: Case Summary & Three Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Northeast Florida Entertainment, Inc.
        dba Angel Square
        5133 Soutel Drive, Suite #8
        Jacksonville, Fl 32208

Bankruptcy Case No.: 08-07942

Chapter 11 Petition Date: December 17, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Gerald B. Stewart, Esq.
                  geraldstewart@fdn.com
                  Law Office of Gerald B Stewart
                  220 East Forsyth Street
                  Jacksonville, FL 32202
                  Tel: (904) 353-8876
                  Fax: (904) 356-2776

Total Assets: unstated

Total Debts: $518,228

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mike Hogan Tax Collector                         $16,578
231 E Forsyth Street
Room 130
Jacksonville, Fl 32202

JEA                                              $1,500
Commercial Services
Bankruptcy Dept. CC-3
21 W Church Street
Jacksonville, Fl 32202

Columbia Bank                                    $150
173 NW Hillsboro St
Lake City, Fl 32055

The petition was signed by Anthony Gomes, president and director.


OPTI CANADA: S&P Downgrades Long-Term Corp. Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alberta-based OPTI Canada Inc.
to 'B+' from 'BB-' and lowered its senior secured debt ratings to
'BB' from 'BB+' following the company's sale of 15% of its
interest in the Long Lake Phase 1 project and all its other oil
sands resources.  The ratings remain on CreditWatch with negative
implications, where they were placed Nov. 7, 2008.  The recovery
rating of '1' on the senior secured debt and revolving credit
facility is unchanged.

"The downgrade reflects the loss of 30% of the company's projected
cash flow as a result of the sale and S&P's expectation that
OPTI's fully leveraged break-even cash cost will exceed C$40 per
barrel, which, combined with current low oil prices, will likely
result in the company not generating free operating cash flow in
2009," said Standard & Poor's credit analyst Jamie Koutsoukis.
"Although the transaction is still subject to lender approval, S&P
expects OPTI to resolve near-term liquidity constraints because it
will use the cash proceeds to repay its first-lien revolving bank
debt and fund its operating and interest requirements," Ms.
Koutsoukis added.  Furthermore, OPTI will have minimal capital
spending requirements in 2009 as a result of the transaction, and
has deferred the decision to sanction Phase II to 2010, relieving
any large near-term capital commitments.  The company, however,
remains on CreditWatch as S&P wait for the upgrader to start up in
first-quarter 2009 and bitumen to ramp up to expected levels.

In S&P's opinion, the ratings on OPTI reflect the company's high
leverage, constrained liquidity, expected weak coverage metrics,
and the Long Lake project's execution risk.  S&P believes that
somewhat mitigating these constraints are the above-average
reserve life index of its oil sands leases; an expected stable
production profile, with negligible finding costs; and the
forecast competitive netbacks and reduced natural gas fuel
requirements associated with the patented OrCrude upgrading
process.

S&P will resolve the CreditWatch when S&P has greater clarity
regarding the upgrader's startup and operating viability, and
reported figures on the Long Lake project's operating cost
profile.  Furthermore, as the sale of its working interest is
subject to lender consent, S&P will wait until the deal is final.
At that time, S&P will reevaluate the recovery rating on the
company's secured debt and revolving credit facility.  With OPTI's
reduced asset base after the sale, S&P will likely see the
company's enterprise value decline, which could result in lower
recovery and senior secured debt ratings.


ORAGENICS INC: To Distribute Transferable Subscription Rights
-------------------------------------------------------------
Oragenics, Inc. dba ONI BioPharma Inc. intends to distribute, at
no charge, to the holders of its Common Stock transferable
subscription rights entitling the holders to collectively
subscribe for up to an aggregate of 19,159,239 investment units.
ONI intends to file a registration statement with the SEC for the
offering, and the record date for the rights distribution will be
fixed at or about the time the registration statement is declared
effective.

ONI expects to issue to its shareholders one-half of a
subscription right for each share of Common Stock held by them on
the record date.  One full subscription right will entitle the
holder to purchase one investment unit at an exercise price to be
determined at the time the registration statement is declared
effective.  Subscribers who exercise their subscription rights in
full will also be able to subscribe for additional units not
subscribed for by the holders.

Each investment unit will consist of one share of ONI's Common
Stock and one warrant to purchase one share of ONI's Common Stock
at an exercise price and for a term to be determined.  ONI expects
to have the right to accelerate the expiration date of the
warrants if the Common Stock trades at a premium to be set over
the warrant exercise price while the warrants are outstanding.  No
fractional rights, investment units, shares or warrants will be
issued.  The subscription rights will be exercisable only during
the subscription period, which will be not less than 14 trading
days and will be specified in the prospectus to be distributed for
the offering.  If not exercised before expiration of the
subscription period, the subscription rights will expire.  ONI
will have the right, in its discretion, to extend the rights
offering subscription period or terminate the rights offering at
any time prior to expiration of the subscription period.

ONI expects to enter into a dealer manager agreement with a
securities dealer.  ONI expects that the agreement will provide
that the dealer manager will solicit exercise of the rights and
also underwrite the units not subscribed for in the rights
offering on a best efforts basis.  If all of the subscription
rights are exercised, or if all of the units not subscribed for in
the rights offering are placed by the dealer manager, ONI will
issue an additional 19,159,239 shares of Common Stock and warrants
exercisable for an additional 19,159,239 shares of ONI's Common
Stock will be outstanding.  ONI intends to use the net proceeds of
the offering for inventory buildup costs and marketing expenses
for its recently formed consumer products division.

The company has not entered into any definitive agreement with
respect to the rights offering, and the terms of the rights
offering are subject to change in the discretion of the company's
board of directors.

                          About Oragenics

Headquartered in Alachua, Florida, Oragenics, Inc. (AMEX: ONI) --
http://www.oragenics.com/-- fka Oragen, Inc., operates as an
early-stage biotechnology company in the United States.  It
primarily focuses on developing technologies associated with oral
health, broad-spectrum antibiotics, and other general health
benefits.  The company develops SMaRT Replacement Therapy, which
is a painless topical treatment for protection against tooth
decay; and Mutacin 1140, an antibiotic with anti-microbial
activity against gram-positive bacteria, including methicillin-
resistant and vancomycin-resistant Staphylococcus aureus.  The
company was founded in 1996.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 24, 2008,
Kirkland Russ Murphy & Tapp, PA, in Clearwater, Florida, raised
substantial doubt about the ability of Oragenics, Inc., to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring operating losses, negative
operating cash flows and accumulated deficit.


OWENS CORNING: Delaware Unit's 3rd Quarter 2008 Summary Report
--------------------------------------------------------------
Owens Corning Delaware submitted to the Office of the U.S.
Trustee a post-confirmation summary report for the quarter ended
September 30, 2008.

                     Owens Corning Delaware
                        Case No. 00-3837
                    Post-Confirmation Report

Cash, beginning of period                          $76,167,000

Total receipts received by Debtor:
Cash sales                                                 0
Accounts receivable                            1,247,683,000
Proceeds from litigation                                   0
Sale of Debtor's assets                                    0
Capital infusion under Plan                                0
                                              ---------------
Total cash received                            1,247,683,000
                                              ---------------
Total cash available                             1,353,850,000

Less disbursement made by Debtor:
Disbursements made under Plan                        282,000
Disbursement made for administrative claims        1,080,000
Other disbursements                            1,252,177,000
                                              ---------------
Total disbursements                            1,253,539,000
                                              ---------------
Cash, at end of period                            $70,309,000
                                              ===============

The Chapter 11 cases of the other Owens Corning affiliates have
been closed, Case Nos. 00-3838 through 00-3854.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.  The Court is set to rule on the
request on Sept. 3.

Owens Corning reported a net loss for three month ended Sept. 30,
2008, of $810.0 million compared to net earnings of $112.0 million
for the same period in the previous year.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


OWENS CORNING: Wayzata Discloses 13.5% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission dated October 31, 2008, Wayzata Investment Partners,
LLC, reports that it is deemed to beneficially 17,324,614 shares
of Owens Corning common stock.

Wayzata's shares constitute 13.5% of the 128,199,856 outstanding
common shares issued by Owens Corning as of October 15, 2008.

Wayzata Investment Partners LLC serves as investment adviser to
Wayland Distressed opportunities Fund IC,-LLC, Wayzata Recovery
Fund, LLC, Wayzata Opportunities Fund, LLC, Wayzata opportunities
Fund Offshore, L.P., Wayzata Opportunities Fund II, L.P. and
Wayzata Opportunities Fund Offshore II, L.P., collectively
referred to as the Wayzata Funds.

Patrick J. Halloran serves as the managing member of Wayzata
Investment and is thus deemed to beneficially own the Owens
stocks Wayzata Investment owns.

Each of Wayzata Investment and Mr. Halloran disclaims beneficial
ownership of the Common Shares owned by the Wayzata Funds.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.  The Court is set to rule on the
request on Sept. 3.

Owens Corning reported a net loss for three month ended Sept. 30,
2008, of $810.0 million compared to net earnings of $112.0 million
for the same period in the previous year.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


PACE UNIVERSITY: S&P Gives Negative Outlook; Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Pace University's debt issued by the New York State Dormitory
Authority to stable from negative and affirmed its 'BB+'
underlying rating.

The revised outlook reflects the stabilization of financial
performance in fiscal 2008, increased enrollment, and successful
strategies and monitoring implemented by a relatively new
management team.

Factors contributing to the 'BB+' rating include the university's
thin financial resources and reliance on borrowed funds to fund
working capital.  In addition, Pace has limited revenue-raising
flexibility due to strong competition and tuition rates that S&P
consider to be on the high-end compared to competitors.  In
addition, Pace continues to report operating losses including a
negative $3.5 million operating loss in fiscal 2008; however, that
is a significant improvement from negative $17.7 million the
previous year.

"The stable outlook reflects Pace's stabilization of its financial
performance and S&P's expectation that modest improvement will
continue due to strong expense control and positive demand
indicators," said Standard & Poor's credit analyst Emily Wong.

Pace made significant improvement in fiscal 2008 as many of the
strategies implemented by the management team began to be
realized.  Operational improvement in fiscal 2008 was mainly the
result of expense reductions including implementing an early
retiree incentive, redesigning the medical plan, and freezing
merit increases and hirings.

Undergraduate enrollment for fall 2008 increased after two years
of declining enrollment due to a change in management in the
enrollment office.  Undergraduate headcount for fall 2008 was
7,807 from 7,716 in fall 2007 and 8,030 in fall 2006.  Standard &
Poor's believes the financial reporting and monitoring practices
by management is strong with monthly financial reports and
continuous 13-week and 12-month cash flow forecasts.


PARK PLACE: S&P's Ratings on 2 Classes of Certs. Tumble to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of pass-through certificates from Park Place Securities
Inc.'s series 2004-MHQ1 and 2004-WHQ2.  S&P lowered the ratings on
two of the downgraded classes to 'D'.  At the same time, S&P
affirmed its ratings on 16 classes from the same transactions.

The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the November 2008 remittance period, cumulative losses, as a
percentage of the original pool balances, were 5.13% for series
2004-MHQ1 and 4.92% for series 2004-WHQ2.

The dollar amounts of loans currently in the delinquency pipelines
of these transactions strongly suggest that monthly losses will
continue to exceed excess interest, thereby further compromising
credit support.  Total delinquencies (30-plus days, foreclosures,
and real estate owned), as a percent of the current pool balances,
were 29.31% for series 2004-MHQ1 and 30.57% for series 2004-WHQ2,
while severe delinquencies (90-plus days, foreclosures, and REOs)
were 21.83% for series 2004-MHQ1 and 23.72% for series
2004-WHQ2.  Series 2004-MHQ1 is seasoned 49 months and series
2004-WHQ2 is 48 months seasoned.  In addition, series 2004-MHQ1
has 17.70% of its original pool balance outstanding, while series
2004-WHQ2 has 18.65% of its original balance outstanding.

Subordination and excess spread provide credit support for these
deals since overcollateralization has been written down to $0.
The collateral for these transactions primarily consists of
subprime, adjustable- and fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties.

                        Ratings Lowered

                   Park Place Securities, Inc.

                                           Rating
                                           ------
        Transaction         Class      To             From
        -----------         -----      --             ----
        2004-MHQ1           M-6        B              A-
        2004-MHQ1           M-7        CCC            BBB+
        2004-MHQ1           M-8        CC             BBB
        2004-MHQ1           M-9        CC             BBB-
        2004-MHQ1           M-10       D              B
        2004-WHQ2           M-6        BB             A-
        2004-WHQ2           M-7        CCC            BBB+
        2004-WHQ2           M-8        CC             BBB
        2004-WHQ2           M-9        CC             BBB-
        2004-WHQ2           M-10       D              BB+

                        Ratings Affirmed

                   Park Place Securities, Inc.

              Transaction         Class      Rating
              -----------         -----      ------
              2004-MHQ1           A-1        AAA
              2004-MHQ1           A-4        AAA
              2004-MHQ1           M-1        AA+
              2004-MHQ1           M-2        AA
              2004-MHQ1           M-3        AA-
              2004-MHQ1           M-4        A+
              2004-MHQ1           M-5        A
              2004-WHQ2           A-1C       AAA
              2004-WHQ2           A-2A       AAA
              2004-WHQ2           A-3A       AAA
              2004-WHQ2           A-3D       AAA
              2004-WHQ2           M-1        AA+
              2004-WHQ2           M-2        AA
              2004-WHQ2           M-3        AA-
              2004-WHQ2           M-4        A+
              2004-WHQ2           M-5        A


PENN TREATY: S&P Keeps CC Counterparty Credit Rating on WatchNeg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it is taking no
rating action on Penn Treaty Network America Insurance Co. PTNA's
parent company, Penn Treaty American Corp., has entered into a
nonbinding letter of intent to sell a majority interest in
American Network Insurance Co. (ANIC; not rated), an insurance
operating subsidiary of PTNA, and the business operations of PTAC.
The 'CC' counterparty credit and financial strength ratings on
PTNA remain on CreditWatch, where they were placed on Oct. 3,
2008, with negative implications.

Under the agreement, substantially all of the significantly more
profitable long-term care insurance policies issued after Dec. 31,
2001, will reside in ANIC, resulting in PTNA retaining the much
less profitable policies issued prior to 2002.  S&P anticipates
that PTNA will enter rehabilitation under the Pennsylvania
Insurance Department on Jan. 2, 2009.  If that happens, S&P will
revise the ratings to 'R', indicating the company is under
regulatory supervision owing to its financial condition.


POLAROID CORP: Seeks 2nd Bankruptcy on Petters' Woes; Buyer Named
-----------------------------------------------------------------
Polaroid Corporation along with its subsidiaries filed voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in order to facilitate its ongoing financial
restructuring process.

According to the company, the financial structuring process and
the bankruptcy filing are the result of events at Petters Group
Worldwide, the company that has owned Polaroid since 2005.  The
founder of Petters Group and certain associates are currently
under investigation for alleged acts of fraud that have
compromised the financial condition of Polaroid and other entities
owned by Petters Group.

The company and its leadership team are not subjects of the
ongoing investigation involving Petters Group, the company pointed
out.

The company said the financial restructuring process and the
filing would not impact day-to-day operations for employees,
customers, retailers and suppliers.

The company related that it entered bankruptcy with ample cash
reserves sufficient to finance its reorganization under Chapter
11.  It has not sought, nor does it expect to seek additional
debtor-in-possession financing, the company said.

"Our operations are strong and during this process Polaroid will
ship products to our retail partners, work with our suppliers and
contract manufacturers to fulfill retailer demand, honor customer
warranties and employees are expected to receive their regular
paychecks without interruption," Mary L. Jeffries, Polaroid chief
executive officer, said.  "We expect to continue our operations as
normal during the reorganization and are planning for new product
launches in 2009," Mr. Jeffries said.

           Court Approves One Equity Partners' Bid
              To Purchase Polaroid Business

On June 28, 2002, The U.S. Bankruptcy Court for the District of
Dealware has approved the purchase of substantially all of
Polaroid Corporation's business by One Equity Partners.

The agreement with One Equity Partners provides for cash
consideration of $255 million plus a 35% interest in the new
company for the benefit of unsecured creditors.  Both the
unsecured creditors committee and the company's secured lenders
supported the proposed sale at a hearing today before the
U.S. Bankruptcy Court in Wilmington, Del.

In a joint statement, Polaroid Executive Vice Presidents William
L. Flaherty and Neal D. Goldman said, "We are pleased the court
approved the agreement with One Equity Partners.  We look forward
to finalizing the purchase and to seeing the Polaroid business
emerge from Chapter 11 under new ownership."

Completion of the transaction remains subject to certain
conditions with a final closing expected by the end of July.

While no reorganization plan has been finalized, Polaroid
believes, as previously announced, it is unlikely that there will
be any recovery for the company's stockholders.

One Equity Partners manages $3.5 billion of investments and
commitments for Bank One Corporation in direct private equity
transactions as well as venture and management buyout funds.
Bank One Corporation is the nation's sixth-largest bank holding
company in the United States.  More information can be found on
the Internet at http://www.bankone.com

"We are pleased to have received approval and look forward
to closing the transaction by the end of July so we can continue
implementing the business plan," said Charles Auster, the One
Equity partner who led the team on the acquisition of Polaroid,
the worldwide leader in instant imaging.

The bid approved by bankruptcy court in Wilmington, Del., provides
for cash consideration of $255 million plus a 35% interest in the
new company for unsecured creditors.  Both the unsecured creditors
committee and the secured lenders supported the proposed sale
transaction.

Completion of the transaction remains subject to certain
other closing conditions.

One Equity Partners manages $3.5 billion of investments and
commitments for Bank One Corporation in direct private equity
transactions as well as venture and management buyout funds.
Bank One Corporation is the nation's sixth-largest bank holding
company in the United States.  More information can be found on
the Internet at http://www.bankone.com

                             *   *   *

Bloomberg New reported that although Judge Walsh agreed to approve
the sale, some creditors will return to Court to resolve some
technical objections.

"This transaction is in the best interest of the estate and will
produce some significant, albeit severely discounted, results,"
Bloomberg reporter Rosland Briggs Gammon quoted Judge Walsh as
saying at Friday's Sale Hearing.

At the Sale Hearing, Judge Wash gave the Retirees' Committee
their day in court to argue against the Equity One Transaction
and for a stand-alone plan of reorganization.  "Under the
circumstances," Ms. Gammon relates, "it is inconceivable that
anybody could produce and value for the equity interests in the
corporation.  I can't accept that the company has a greater value
[than what Equity One's offered]," Judge Walsh opined.

                    About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and sells
films, cameras, and other imaging products.  The company and 20 of
its affiliates first filed for protection on October 12, 2001
(Bankr. D. Del. Lead Case No. 01-10864).  Skadden, Arps, Slate,
Meagher & Flom LLP represented the Debtors in their previous
restructuring efforts.  At that time, the company blamed steep
decline in its revenue and the resulting impact on its liquidity.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D. of
Minnesota, Lead Case No. 08-46617).  Judge Gregory F Kishel
handles the Ch. 22 case.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P, is the Debtors' counsel.


POLAROID CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Polaroid Corporation
        4400 Baker Road
        Minnetonka, MN 55343

Bankruptcy Case No.: 08-46617

Chapter 11 Petition Date: December 18, 2008

Court: District of Minnesota (Minneapolis)


Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Petters Group Worldwide LLC                        08-45258
Polaroid Consumer Electronics, LLC                 08-46620
Polaroid Holding Company                           08-46621
Polaroid Capital, LLC                              08-46623
Polaroid Latin America I Corporation               08-46624
Polaroid Asia Pacific LLC                          08-46625
Polaroid International Holding LLC                 08-46626
Polaroid New Bedford Real Estate, LLC              08-46627
Polaroid Norwood Real Estate, LLC                  08-46628
Polaroid Waltham Real Estate, LLC                  08-46629

Related Information:  The Debtors manufacture and sell film,
                      cameras, and other imaging products.

                      According to the Troubled Company Reporter
                      on Oct. 15, 2001, the company and 20 of its
                      affiliates filed for protection on October
                      12, 2001 (Bankr. D. Del. Lead Case No. 01-
                      10864).  Skadden, Arps, Slate, Meagher &
                      Flom LLP represented the Debtors in their
                      restructuring efforts.  The company blamed
                      steep decline in its revenue and the
                      resulting impact on its liquidity.

                      Thomas J. Petters, Petters Company Inc.,
                      Petters Group Worldwide LLC and all
                      affiliates owned 100% Polaroid Corporation,
                      Polaroid Holding Company and Polaroid
                      Consumer Electronics LLC.

                      Petters Company and its subsidiary also
                      filed for Chapter 11 on October 11, 2008
                      (Bankr. D. Minn. Lead Case No. 08-45257).

                      See: http://www.polaroid.com

Chapter 11 Petition Date: December 18, 2008

Court: District of Minnesota (Minneapolis)

Judge: Gregory F Kishel

Debtor's Counsel: James A. Lodoen, Esq.
                  jlodoen@lindquist.com
                  Lindquist & Vennum P.L.L.P
                  4200 IDS Center
                  80 South Eight Street
                  Minneapolis, MN 55402
                  Tel: (612) 371-3234
                  Fax: (612) 371-3207

Estimated Assets: unstated

Estimated Debts: unstated

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Petters Capital LLC                              $183,998,000
4400 Baker Road
Minnetonka, MN 55343

Petters Company Inc.                             $29,471,534
4400 Baker Road
Minnetonka, MN 55343

Polaroid Norwood Real                            $16,475,172
Estate LLC
300 Baker Avenue
Concord, MA 01742

Alps Electric Co. Ltd.         trade debt        $16,353,794
17 Yukigaya Otsuka Cho
OTA KU
Tokyo, Japan 1458501
Tel: 81-3-5499-8090

Polaroid Holding Company       trade debt        $14,514,624
4400 Baker Road
Minnetonka, MN 55343

OS Electronic Co. Ldt.         trade debt        $2,831,120
Akihabara Sanwa Toyo Bldg. 5F
Tokyo, Japan 1010021
Tel: 81-3-3255-5985

Polaroid Asia Pacific LLC                        $2,703,328
300 Baker Avenue
Concord, MA 01742

Rivet Markcom                  trade debt        $1,741,581
PO Box 7247-6589
c/o Zipatoni
Philadelphia, PA 19170-6589
Tel: (312) 799-4000

Zink Imaging                   trade debt        $1,509,912
6900 Konica Drive
Whitsett, NC 27377
Tel: (781) 761-5353

Ropes & Young LLC              trade debt        $1,200,653
PO Box 414265
Boston, MA 02241-4265
Tel: (212) 596-9000

Adapter Technology Co. Ltd.    trade debt        $570,249
6F-No 259 Lian-Cheng Road
Chung Ho City

McDonnell Boehnen              trade debt        $514,717
Hulbert & Berghoff
300 South Wacker Drive
Chicago, IL 60606
Tel: (312) 913-0001

Weber Shandwick Worldwide      trade debt        $309,205

Thule Organization Solutions   trade debt        $230,989
Inc.

Huron Consulting Group LLC     trade debt        $218,088

Houlihan Lokey Howard &        trade debt        $165,577
Zukin

Kirkland & Ellis               trade debt        $159,007

Marketstar                     trade debt        $138,409

Watch City Development LLC     trade debt        $111,651

Clean Harbors                  trade debt        $108,149

The petition was signed by chief executive officer Mary L.
Jeffries.


POTLACH CORPORATION: Moody's Affirms Senior Debt Rating at 'Ba1'
----------------------------------------------------------------
Moody's Investors Service affirmed the senior secured debt and
corporate family ratings of Potlatch Corporation at Ba1 and
revised the rating outlook to stable from developing.  This rating
action reflects Potlatch's completion of the spin-off of its more
volatile manufacturing assets to shareholders in a tax-efficient
manner, the re-financing of its revolving line of credit, albeit
on a secured basis, and the granting of pro-rata security interest
to its outstanding senior unsecured obligations pursuant to
applicable negative pledge clauses.

Following the spin-off, Potlatch retains timber-harvesting
operations which generate more stable cash flows, along with the
smaller real estate and wood products businesses.  In addition,
$100 million of Potlatch's credit sensitive debentures due
December 2009 will be assumed by Clearwater Paper Corporation, the
new publicly traded entity formed by the spin-off; however,
Potlatch will retain the obligation for these notes should
Clearwater fail to re-finance them in time.  Moody's also expects
Potlatch to have a high FAD payout ratio in the near term due to
the current downturn in the construction industry, the end market
for its lumber products.

Moody's views Potlatch's spin-off as a credit positive owing to
the relatively more stable nature of the timberland cash flows
compared to those from pulp, paperboard and tissue manufacturing.
Furthermore, Moody's believe that the REIT has adequately
addressed its near-term liquidity and capital structure needs.
Potlatch's new 5-year $250 million secured revolving credit
facility together with a $50 million payment from Clearwater
allows the REIT to re-finance the outstanding obligations on the
previous unsecured line of credit while reserving $100 million of
capacity should Potlatch need to address the maturity of the
credit sensitive debentures.  Although Moody's typically views
secured debt as a credit challenge (and it does limit Potlatch's
sources of funding), in this instance the existing senior
unsecured bondholders will not be subordinated to the credit
facility due to negative pledge provisions in the respective
indentures.  Instead, as a result of Potlatch obtaining the
secured bank line, rated senior unsecured notes will effectively
become senior secured with a 2.25x collateral coverage pro-rata
with the credit facility.  Moody's believes that Potlatch's
timberlands present valuable collateral and the security granted
to the bondholders is a strong plus for the rating. These
positives are attenuated by the uncertainty related to the demand
for timber and lumber products.

The stable rating outlook reflects Moody's expectation that the
REIT's cash flows will become more consistent following the spin-
off transaction, and that Potlatch will maintain adequate
liquidity.

An upgrade would depend on Potlatch generating consistent
operating cash flows sufficient to cover its dividend burden fully
and maintaining adequate liquidity, while having more consistent
and higher operating margins.

Negative rating pressure would occur from significant decline in
the REIT's earnings resulting in a consistent dividend shortfall
or any liquidity challenges.

Moody's last rating action with respect to Potlatch was on
April 22, 2008, when the ratings were affirmed and the rating
outlook was changed to developing following the announcement of
the planned spin-off.

These ratings were affirmed with a stable outlook:
Potlatch Corporation -- corporate family rating at Ba1, senior
secured debt at Ba1

Potlatch Corporation is a timber REIT that owns 1.6 million acres
of forestland in Arkansas, Idaho, Minnesota and Wisconsin. As of
September 30, 2008, its assets totaled $1.5 billion.


PRIDE INTERNATIONAL: Moody's Lifts Rating on $500MM Notes to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded Pride International, Inc.'s
(Pride) $500 million senior unsecured notes due 2014 to Ba1 (LGD
4, 59%) from Ba2 (LGD 5, 74%) following the company's completion
of a new $300 million senior unsecured revolving credit facility.
Moody's also changed Pride's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3.  The rating outlook remains positive.

Pride announced that it has replaced its $500 million senior
secured revolving credit facility that was scheduled to mature in
July 2009.  The new $300 million revolver matures in December 2011
and is senior unsecured debt of the parent company with no
subsidiary guarantees.  Therefore the new revolver ranks pari
passu with Pride's senior unsecured notes.  Under Moody's Loss
Given Default methodology, the removal of the senior secured
facility from Pride's capital structure results in an upgrade of
the notes to Ba1, the same as Pride's Ba1 Corporate Family Rating.
The new revolver is unrated, and Moody's has withdrawn the ratings
on the old revolving credit facility.

The SGL-2 rating reflects Moody's expectation that Pride will have
good liquidity over the next year.  Pride's projected cash flow
should be sufficient to cover its working capital needs and
planned capital expenditures over the coming year.  The company's
$300 million senior unsecured revolver is substantially undrawn
and provides additional liquidity for unexpected working capital
fluctuations, higher capital expenditures or operating cash flows
falling below forecasts.

The revolver has two maintenance covenants of minimum
EBITDA/Interest of 2.95x and maximum Debt/Tangible Capital of 50%.
Based on the company's forecasts and contracted backlog over the
next year, Pride should have ample headroom under these covenants.
Two of Pride's deepwater rigs are encumbered by the MARAD notes,
but that still leaves significant assets unencumbered if the
company needed to raise additional liquidity.

The last rating action was on November 17, 2008 when Pride's Ba1
Corporate Family Rating and Probability of Default Rating were
affirmed and the rating outlook changed to positive.

Pride International, Inc. is an offshore drilling service
contractor headquartered in Houston, Texas.


PRIMUS FINANCIAL: S&P Downgrades Preferred Shares' Rating to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Primus
Financial Products LLC.  The ratings remain on CreditWatch with
negative implications, where they were placed Sept. 26, 2008.

The lowered ratings reflect the information that S&P received from
Primus in its most recent report on the results of its capital
model run.  Based on that information, S&P believes that there has
been further credit deterioration in Primus' single-name
portfolio, excluding the credit derivative swaps on the already-
defaulted reference obligors and the credit default swaps with
Lehman Brothers Special Financing Inc. (the counterparty).  S&P
also observed that certain transactions within Primus' tranched
credit derivative portfolio have experienced further credit
quality deterioration.  Therefore, S&P is lowering its ratings on
Primus because recent downgrades of the reference entities in both
Primus' single-name and tranched credit default swap portfolios
have generated higher capital requirements, according to the
capital model run result that S&P received from Primus, and
because Primus' current available capital no longer supports its
'AA-' counterparty rating.

These rating actions align with S&P's Dec. 10, 2008, release, in
which S&P stated that any new credit events or further credit
deterioration in Primus' credit derivative portfolio could lead
S&P to lower S&P's credit ratings on Primus by an additional one
to three notches.

S&P is keeping the ratings on CreditWatch negative as a result of
the potential for further credit deterioration of Primus' single-
name and tranched credit default swap portfolios and S&P's view
regarding the uncertainty associated with recoveries in the event
that certain reference entities experience credit events.  S&P
expects to resolve Primus' CreditWatch placement once the losses
from any new credit events have been realized or the credit
quality of Primus' portfolio improves.  S&P could lower its credit
ratings on Primus by an additional one to two notches pending any
new credit events or further credit deterioration in Primus'
credit derivative portfolio.

S&P will continue to monitor Primus and update S&P's opinion on
the company as S&P continues to receive more information from
Primus.

      Ratings Lowered and Remaining on Creditwatch Negative

                   Primus Financial Products LLC

                                        Rating
                                        ------
Issue                            To                 From
-----                            --                 ----
Issuer credit rating             A+/Watch Neg       AA-/Watch Neg
Senior debt issues               A-/Watch Neg       A+/Watch Neg
Senior subordinated debt issues  BBB/Watch Neg      BBB+/Watch Neg
Preferred shares                 BB+/Watch Neg      BBB-/Watch Neg


REAL ESTATE EXCHANGE: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Real Estate Exchange Services, Inc.
        3535 Roswell Road, Suite 64
        Marietta, GA 30062

Bankruptcy Case No.: 08-85871

Chapter 11 Petition Date: December 17, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  broadfoot@rbspg.com
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Robert J. McCamy               exchange client   $1,759,870
3076 Maple Drive
Atlanta, GA 30305

L.E. Enterprises LLC           exchange client   $1,641,874
Attn: David Woodall
P.O. Box 2684
Alpharetta, GA 30023

Irish Street Group LP          exchange client   $1,600,447
Attn: Kirk Susong
1327 Peachtree St.
Apartment 903
Atlanta, GA 30309

David C. Rowe, Jr.             exchange client   $1,591,813

Imperial Health Care Ctr.      exchange client   $1,290,583

Robert J. McCamy               exchange client   $929,708

Robert Jordan                  exchange client   $929,422

Roswell Road Assocs., Ltd.     exchange client   $905,557

The Panola Xpress, LLC         exchange client   $881,800

Central Plaza/SAV, LLC         exchange client   $844,168

Ed Willingham                  exchange client   $438,005

Moonlighting Properties LLLP   exchange client   $324,014

Zhi Ming and You Mei Chen      exchange client   $319,501


Mountain Dreams LLC            exchange client   $302,647

Shirley Ann Brown              exchange client   $220,065

Kulbir & Sons Inc.             exchange client   $195,298

Sky Way Investments LLC        exchange client   $34,795

Joan L. and B.H. Levy          earnest money     $25,000

Monroesville/SAV LLC           exchange client   $784

The petition was signed by Ronald L. Raitz, president of the
company.


REFCO INC: RCM Administrator Reaches Deal with C. Sevilleja
-----------------------------------------------------------
Marc S. Kirschner, as plan administrator of Refco Capital
Markets, Ltd., seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York of a stipulation resolving
disputes on claims asserted by Carlos Sevilleja, Creative Finance
Limited, and Cosmorex Ltd., as well as claims against
Mr. Sevilleja.

Jared R. Clark, Esq., at Bingham McCutchen LLP, in New York,
relates that in 2006, the claimants filed three proofs of claim
against RCM:

    Claimant           Claim No.    Claim Amount
    --------           ---------    ------------
    Cosmorex             10138      $105,850,964
    Creative Finance     10137        65,445,343
    Sevilleja            10136         4,235,972

On November 17, 2006, the RCM Plan Administrator obtained the
Court's authority to make a first interim distribution, without
limitation of his rights to assert avoidance claims, even to
claimants that may have received a preferential transfer.

In the First Interim Distribution, Creative Finance received
$11,943,775.09 on account of its RCM FX/Unsecured Claim No.
10137, and Cosmorex received $19,317,800 on account of its RCM
FX/Unsecured Claim No. 10138.

On February 16, 2007, the RCM Plan Administrator filed a
preference action seeking to recover, among other things, a
$30,000,000 transfer Mr. Sevilleja received on October 12, 2005.
He also objected to the Mr. Sevilleja's Claim No. 10136, as well
as the claims of Creative Finance and Cosmorex.

On March 28, 2007, the Court entered an order permitting a second
interim distribution.  Pursuant to the Second Interim Order, the
RCM Plan Administrator ceased making distributions to the
Sevilleja Entities on account of their claims.  The RCM Plan
Administrator has since reserved $46,973,160 on account of Claim
Nos. 10136, 10137, and 10138.

On March 25, 2008, the RCM Plan Administrator and Mr. Sevilleja
agreed to delete all requests for relief pertaining to the
transfers dated September 8 and 13, 2005, of which the RCM Plan
Administrator alleged as preferential.  They also agreed that for
purposes of adjudicating the RCM Plan Administrator's
preferential claims, Sevilleja, Cosmorex, and Creative Finance
will be treated as one entity.

After reviewing the Preference Adversary, the RCM Plan
Administrator has agreed to settle the Preference Action with the
Sevilleja Entities and resolve treatment of the Claims.  The
Parties stipulate that:

  (a) The Preference Action will be settled and compromised for
      a $17,500,000 payment from the Sevilleja Entities to the
      RCM estate pro rata to their claims;

  (b) The Sevilleja Entities' claims will be allowed in the
      amounts sought by the original proofs of claim as RCM
      FX/Unsecured Claims;

  (c) Mr. Sevilleja will be allowed a $17,500,000 RCM
      FX/Unsecured Claim;

  (d) The Sevilleja Entities will be entitled to receive
      distributions in respect of the Allowed Sevilleja Claims,
      so that the Sevilleja Entities will receive the same
      level of cash distributions as other holders of allowed
      RCM FX/Unsecured Claims, which is about 44.57%.
      Thereafter, the allowed Sevilleja Claims will receive
      distributions, and pro rata interests in, and
      distributions from, the Litigation Trust and Private
      Actions Trust;

  (e) In view of the existence of the $46,973,160 Reserved
      Amount, in lieu of the Sevilleja Entities delivering new
      funds and the Plan Administrator delivering a full
      Catch-Up Distribution, the parties agree to the offset of
      certain amounts:

      (1) The Catch-Up Distribution due to Mr. Sevilleja is
          $7,799,750 based on distributions to date of 44.57%.

      (2) The Catch-Up Distribution will be offset against the
          $17,500,000 Settlement Amount, leaving a net
          Settlement Amount of $9,700,250 due from the Sevilleja
          Entities to the RCM estate.

      (3) The Net Settlement Amount will be offset against the
          $46,973,160 Reserved Amount, leaving $37,272,910,
          which will be paid to the Sevilleja Entities pro rata
          to their claims; and the balance of the Reserved
          Amount -- $9,700,250 -- will be released from the RCM
          Disputed Claims Reserve, for distribution in
          accordance with the Plan.

  (f) The Sevilleja Entities and RCM will exchange mutual
      releases from all claims and causes of action they may
      have against each other; and

  (g) The Preference Action will be dismissed, with prejudice
      and without costs assessed against any party.  The Second
      Distribution Order will be dismissed or amended as to the
      Sevilleja Entities.  The objection to Sevilleja Entities'
      Claims will also be withdrawn.

The RCM Plan Administrator maintains that the Stipulation, which
constitutes a compromise that provides for RCM's recovery of
$17,500,000, is reasonable and avoids the expense and delay of
litigating the Preference Action.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Togut Seeks to Dispose of Old Stored Records
-------------------------------------------------------
Albert Togut, in his capacity as the Chapter 7 trustee for the
estate of Refco, LLC, sought and obtained the U.S. Bankruptcy
Court for the Southern District of New YOrk's permission to
dispose certain Refco LLC documents maintained in storage.

Representing the Chapter 7 Trustee, Scott E. Ratner, Esq., at
Togut, Segal & Segal LLP, in New York, relates that the Commodity
Futures Trading Commission require bankruptcy trustees to comply
with their regulations concerning the retention of records,
including most customer trading records for five years, in a
readily accessible format.  To comply with the CFTC's
requirements, the Chapter 7 Trustee and his professionals
utilized a team of paralegals to index and pack thousands of
Refco LLC's documents, and develop a searchable database of the
more than 135,000 boxes of documents now in storage.  Majority of
the records are records of Refco LLC or predecessor futures
commission merchants acquired by Refco LLC.

The Chapter 7 Trustee and his professionals have reviewed the
inventory of Refco LLC's records, and identified about 67,000
boxes containing historical stored records that appear to be
older than five years and thus, are no longer required to be
maintained.  Based on the box descriptions, the Stored Records
also do not appear to be relevant to any ongoing investigation or
litigation, Mr. Ratner maintains.

The Stored Records include:

  (a) 40,713 boxes that appear to contain old LLC trading
      tickets, order tickets, floor tickets, equity runs,
      customer and exchange trading data, and similar records
      that are more than five-years-old; and

  (b) 26,650 boxes of records for which the Chapter 7 Trustee
      either does not have a description of the box contents,
      or has only a general description, but as to which:

         -- appear to have been storage for more than five
            years; or

         -- are historical records from FCM or broker operations
            that were acquired by LLC in 2002, and pre-date LLC
            as far as 1980.

According to Mr. Ratner, the annual cost of storing the records
total roughly $250,000 per year.

The Chapter 7 Trustee contends that maintaining the documents no
longer serves a beneficial purpose for the Debtors.  The Chapter
7 Trustee has thus determined that the storage expense can be
avoided by destroying the documents.

The Chapter 7 Trustee clarifies that he does not intend to
abandon or destroy the Chapter 7 Debtor's records that may be
relevant to pending litigation or investigations, or that were
created within the past five years.

Mr. Ratner notes that the Chapter 7 Trustee has submitted a
summary of the Stored Records to the CFTC and the U.S. Trustee.
The CFTC and U.S. Trustee have indicated that they do not object
to the destruction of the Stored Records.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Claims Filed By Reuters SA Resolved
----------------------------------------------
RJM, LLC, plan administrator to reorganized Refco, Inc., and
Reuters SA have reached a stipulation that resolves Reuters'
claims.

On May 17, 2006, Reuters SA filed Claim No. 666 against Refco
Capital, LLC, asserting a $14,615 prepetition claim.  On July 14,
2006, Reuters America, LLC, filed Claim No. 10498 against Refco,
Inc., asserting a $236,011 prepetition claim, and Claim No. 10499
against Refco Group Ltd., LLC, asserting a $236,011 prepetition
claim.  It also filed Claim No. 298 against Refco LLC, asserting a
$236,011 prepetition claim.  Reuters America subsequently amended
Claim No. 10499 as Claim No.  14456 for $261,971, as well as Claim
No. 10498 as Claim No. 14457 for $261,971.  It also filed Claim
No. 298 against Refco LLC for $261,971.

RJM objected to the claim of Reuters SA and Reuters America.  The
Reuters Entities subsequently filed a response to the Plan
Administrator's claim objections.

To avoid the expense, delay, uncertainty, and risk inherent in
litigation, the parties have decided to resolve all claims
asserted by the Reuters Entities.  They have negotiated a
consensual resolution of the claims and stipulated that:

  1. Claim No. 14457 is allowed in the Chapter 11 cases as a
     Class 5(a) Contributing Debtors General Unsecured Claim,
     in the reduced aggregate amount of $124,259;

  2. Claim No. 575 is allowed in the Chapter 7 Case as a
     general unsecured claim in the reduced aggregate amount
     of $152,327;

  3. Claim Nos. 666, 14456, 10498, and 10499 are disallowed
     and will be expunged from the official claims register;

  4. Claim No. 298 is disallowed and will be expunged from
     the official claims register;

  5. The Refco Plan Administrator is authorized to distribute
     to the Reuters Entities the aggregate distributions made
     to holders of Allowed Class 5(a) Contributing Debtors
     General Unsecured Claims on account of Claim No. 14457;

  6. The Chapter 7 Trustee is authorized to pay Reuters America
     $152,327 on account of Claim No. 575;

  7. Distributions made in accordance with the Stipulation on
     account of the Reuters Entities' Claims will be made to
     "Reuters America LLC" and sent to Reuters America LLC, at
     3 Times Square, 20th Floor, New York, New York 10036,
     Attention: Shmuel Bulka, Esq., vice president and
     principal legal counsel; and

  5. The parties will exchange mutual releases from all claims
     and causes of action relating to the Reuters Entities
     Claims.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its Chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RFMSII HOME: Moody's Takes Rating Actions on Eleven Tranches
------------------------------------------------------------
Moody's Investors Service takes actions on the ratings of 11
tranches issued in 10 RFMSII Home Equity Loan Trust transactions.
The underlying securities' collateral consists primarily of
closed-end second lien residential mortgage loans and second lien
home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR. The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.

Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing.  Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: RFMSII Home Equity Loan Trust 2003-HS4  

  -- Cl. A-I-A Notes, Downgraded to Baa1, previously on 11/17/2008
     Downgraded to A2

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

  -- Cl. A-I-B Notes, Downgraded to Baa1, previously on 11/17/2008
     Downgraded to A2

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

Issuer: RFMSII Home Equity Loan Trust 2004-HS3

  -- Cl. A Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade, previously on 08/06/2008 Upgraded to A3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to B3 from A3

Issuer: RFMSII Home Loan Trust 2004-HI2

  -- Cl. A-5 Notes, Downgraded to Ba3, previously on 08/06/2008
     Upgraded to A1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to Ba3 from A1

Issuer: RFMSII Home Loan Trust 2004-HI3

  -- Cl. A-5 Notes, Downgraded to B1 and Placed Under Review for
     Possible Downgrade, previously on 08/06/2008 Upgraded to Baa1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to B2 from Baa1

Issuer: RFMSII Home Loan Trust 2005-HI1

  -- Cl. A-5 Certificate, Current rating B1, previously on
     08/06/2008 Upgraded to A1

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to B1 from A1

Issuer: RFMSII Home Loan Trust 2006-HI2

  -- Cl. A-4 Certificate, Downgraded to B1, previously on
     08/06/2008 Upgraded to Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to B1 from Baa2

Issuer: RFMSII Home Loan Trust 2006-HI3

  -- Cl. A-4 Notes, Downgraded to Ba3, previously on 08/06/2008
     Upgraded to A2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to Ba3 from A2

Issuer: RFMSII Home Loan Trust 2006-HI4

  -- Cl. A-4 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 08/06/2008 Upgraded to
     Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to Caa1 from Baa2

Issuer: RFMSII Home Loan Trust 2006-HI5

  -- Cl. A-4 Certificate, Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 08/06/2008 Upgraded to
     A3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to B2 from A3

Issuer: RFMSII Home Loan Trust 2007-HI1

  -- Cl. A-4 Certificate, Downgraded to Ba2 previously on
     08/06/2008 Upgraded to A3

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Underlying Rating Downgraded to Ba2 from A3


SEAGATE TECHNOLOGY: Fitch Lowers Issuer Default Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Seagate Technology and
its wholly owned subsidiaries, Seagate Technology HDD Holdings and
Maxtor Corporation, the debt of which is irrevocably fully and
unconditionally guaranteed by Seagate:

Seagate

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- Unsecured credit facility to 'BB+' from 'BBB-'.

Seagate HDD

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-';
  -- Unsecured credit facility to 'BB+' from 'BBB-'.

Maxtor

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured debt to 'BB+' from 'BBB-';
  -- Subordinated debentures to 'BB-' from 'BB'.

Approximately $2.5 billion of total debt is affected by Fitch's
action, including the company's $500 million revolving credit
facility.  The Rating Outlook remains Negative.

The downgrade and Negative Outlook reflect:

  -- The significantly greater-than-expected decline in hard disk
     drive unit demand and average selling prices, especially for
     desktop personal computers, due to the deteriorating
     worldwide macroeconomic environment, which has materially
     reduced end market demand.  As a result, Seagate considerably
     reduced revenue expectations for the current quarter ending
     Dec. 31, 2008 to $2.3 billion - $2.6 billion, a decline of
     nearly 17% from the midpoint of prior expectations and
     approximately 28% below the year-ago quarter.

  -- Seagate's adequate, but weakening liquidity profile due to
     Fitch's expectations for a significant decline in free cash
     flow in fiscal year 2009 ending June 30, 2009 from revenue
     and profitability pressures, and potential cash restructuring
     payments for severance.  Furthermore, on Dec. 10, 2008,
     Seagate borrowed $350 million under its $500 million revolver
     expiring in September 2011, thereby reducing remaining
     availability to approximately $100 million, net of
     $50 million for outstanding letters of credit.  The drawdown
     strengthens Seagate's near-term cash position prior to
     potentially undertaking a restructuring program in 2009
     designed to rationalize production capacity and improve the
     company's overall cost structure.

  -- Increasingly formidable competition from Western Digital
     Corporation and Hitachi Global Storage Technologies that
     Fitch believes could challenge Seagate's ability to achieve
     and maintain product leadership in certain markets.

The ratings are supported by these factors:

  -- Broad product portfolio and leading market share in the
     overall HDD industry;

  -- The company's scale and vertically integrated model, which
     reduces per unit manufacturing costs;

  -- Continued solid HDD unit demand driven by consumer usage of
     digital rich media and growing enterprise storage
     requirements.

Fitch's rating concerns consist of:

  -- Consistently declining ASPs for HDDs due to intense
     competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives.

  -- Potential gross margin pressure as Seagate's HDD unit mix for
     PCs gradually shifts to lower-margin notebooks at the expense
     of desktops.

  -- Long-term risk of unfavorable U.S. tax legislation that could
     materially increase tax liabilities for Seagate and other
     companies with significant domestic operations that are
     incorporated in offshore countries with low or no corporate
     income tax, such as Bermuda or the Cayman Islands.

Seagate currently has adequate liquidity to satisfy operational
requirements and near-term debt maturities given its sizable cash
position, the vast majority of which is readily accessible without
adverse tax considerations.  Pro forma for the revolver
borrowings, total liquidity was approximately $1.6 billion as of
Oct. 3, 2008, consisting of $1.5 billion of cash and $100 million
of availability, net of $50 million for letters of credit, under a
$500 million revolving line of credit that expires in September
2011.  The facility requires Seagate to maintain minimum liquidity
of $500 million (pro forma actual estimated at $1.2 billion),
fixed charge coverage of 1.5 times (2.7x) and maximum net leverage
of 1.5x (0.4x).  Furthermore, liquidity is supported by annual
free cash flow that averaged nearly $504 million from fiscal year
2006 to 2008.  However, Fitch believes Seagate could generate
negative free cash flow in fiscal year 2009 due to weak end market
demand, aggressive industry pricing and potential cash
restructuring payments.

Seagate's credit protection metrics remain solid, but are expected
to deteriorate in 2009.  Seagate's pro forma leverage (debt/
operating EBITDA) increased to 1.1x as of Oct. 3, 2008 from 0.9x
in the prior year.  Pro forma interest coverage (operating EBITDA/
interest expense) was approximately 16x in the latest 12 months
ended Oct. 3, 2008.

As of Dec. 15, 2008, total debt was approximately $2.4 billon,
consisting of:

  -- $300 million of floating rate senior notes due October 2009
     (Seagate HDD);

  -- $600 million of 6.375% senior notes due October 2011 (Seagate
     HDD);

  -- $600 million of 6.8% senior notes due October 2016 (Seagate
     HDD);

  -- $350 million of revolver borrowings due October 2011;

  -- $326 million of 2.375% convertible senior notes due 2012
     (Maxtor);

  -- $136 million of 6.8% convertible senior notes due 2010
     (Maxtor);

  -- $45 million of 5.75% subordinated debentures due 2012
     (Maxtor); and

  -- $15 million drawn from a Bank of China credit line (Maxtor).


SEMGROUP LP: Lenders Extend Committee Period to Challenge Liens
---------------------------------------------------------------
Bank of America, N.A., as agent for prepetition and postpetition
Lenders of SemGroup, L.P., has reached an agreement with the
official committee of unsecured creditors regarding an extension
of the Committee's deadline to challenge the lenders' liens.

BofA earlier complained that the Creditors Committee's request is
wholly inappropriate and unprecedented.  BofA also complained that
the Committee's extension request is overly broad.  BofA, thus,
asked the U.S. Bankruptcy Court for the District of Delaware to
deny the Committee's request and limit any extension of the
Committee's Challenge Period to certain specific potential claims
and causes of action related to (i) challenging the security
interests and liens of the Prepetition Secured Parties on certain
identified assets, (ii) the Chapter 11 Examiner's investigation;
and (iii) transfers made to the Prepetition Secured Parties within
the 90-day preference period.

As reported by the Troubled Company Reporter on Sep 23, 2008,
Judge Brendan L. Shannon of the Bankruptcy Court, on a final
basis, to obtain $175,000,000 in postpetition financing, to
provide for their working capital, and for other general corporate
purposes.  The Court previously granted interim authority for the
Debtors to obtain $150,000,000 from the proposed $250,000,000 of
DIP Loans from Bank of America N.A. A blacklined version of the
Amended DIP Agreement is available for free at
http://bankrupt.com/misc/semgroup_amendeddip.pdf

               BofA & Committee Resolves Conflict

Following negotiations, the Committee and BofA agreed to amend
further the Final DIP Order to provide for a limited extension of
the Committee's Challenge Period with respect to certain matters.

In a Court-approved stipulation, the parties agree that the
Committee Deadline is extended to the date that is 60 days after
the Chapter 11 Examiner has issued and filed with the Court a
report detailing the results of his investigation, provided that
the extension will apply solely with respect to the Committee's
time to properly file an adversary proceeding or contested
matter:

  (x) challenging the validity, enforceability, or extent of the
      Prepetition Secured Parties' security interests in and
      liens on the assets of:

         -- the assets of Debtors Grayson Pipeline, LLC, SemFuel
            Transport, LLC, and SemMaterials Vietnam, L.L.C.;

         -- the assets of non-debtor affiliates that are not
            parties to the Prepetition Loan Documents,
            SemProducts, L.L.C., New Century Transportation,
            LLC, Vulcan-SemMaterials Asphalt Marketing, LLC,
            SemMexico, LLC, White Cliffs Pipeline, L.L.C., and
            Rocky Cliffs Pipeline, L.L.C.;

         -- the parcels of real property and fixtures listed
            at http://bankrupt.com/misc/semgroup_properties.pdf

         -- copyrights of any of the Debtors required to be
            registered with the United States Copyrights Office;

         -- any assets located in the United Kingdom of any of
            the Debtors or their affiliates;

         -- commercial tort claims of the Debtors;

         -- equity interests issued by, or any of the assets,
            including equity interests in subsidiaries of, or
            any proceeds thereof, the Unrestricted Subsidiaries;
            and

         -- any assets that were subject of, the intended
            subject of, or related to transactions between the
            Debtors and non-debtor SemGroup Energy Partners,
            L.P., or its subsidiaries; and

  (y) asserting any objections, challenges, claims for equitable
      subordination, actual fraudulent conveyance or other
      causes of action against the Prepetition Secured Parties
      on behalf of the Debtors' estates that directly relate to
      the topics of the investigation of the Examiner; and

  (z) determining whether asserted Lender Swap Obligations or
      Secured Account Express qualifies as such under the
      Prepetition Loan Documents.

The Committee is also granted until March 10, 2009, to file an
adversary proceeding pursuant to Section 547 of the Bankruptcy
Code challenging the validity of any transfer made by the
Prepetition Secured Parties within 90 days before the Petition
Date; and Sections 544 and 548 challenging the amount of the
Prepetition Secured Parties' claims against any guarantor, and
SemGroup LP, in its capacity as guarantor pursuant to the
SemGroup Guaranty and Prepetition Credit Agreement.

The parties agree that the costs incurred in obtaining the
stipulation and deadline extensions and in preparing and filing
the Committee's motion will not be deemed to constitute an
"investigation" within the meaning of the $250,000 cap.

                       About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Examiner Seeks to Retain Polsinelli as Co-Counsel
--------------------------------------------------------------
Louis J. Freeh, the appointed examiner for the Chapter 11 cases of
SemGroup L.P., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Polsinelli
Shalton Flanigan Suelthaus PC, as his legal co-counsel, nunc pro
tunc to November 13, 2008.

According to the Examiner, Polsinelli is a nationally recognized
law firm, possessing extensive experience and expertise in the
field of financial services, including debtor and creditor
rights, as well as business reorganizations and liquidations
under Chapter 11 of the Bankruptcy Code.  The Examiner sought to
employ, Polsinelli to represent him, in conjunction with Morrison
& Foerster LLP as his lead counsel, in accordance with the terms
and conditions set forth in the Examiner Order.

As legal co-counsel, Polsinelli will:

  -- prepare motions, applications, notices, answers, orders
     and documents necessary in the discharge of the Examiner's
     duties; and

  -- appear before the Court to represent the interests of the
     Examiner.

Polsinelli will charge the estates according to the hourly rates
for its principal professionals:

    Professional                     Hourly Rate
    ------------                     -----------
    James E. Bird                       $385
    Christopher A. Ward                 $375
    Aaron C. Jackson                    $210
    Caretta Whitten                     $125

Christopher A. Ward, Esq., shareholder at Polsinelli, assured the
Court that to the best of his knowledge, neither his firm nor any
of its employees has any adverse interests with the Debtors,
their creditors, or any other party in interest.

Polsinelli is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, Mr. Ward maintained.

                       About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SEMGROUP LP: Catsimatidis Gains Control; Pushes for Reorganization
------------------------------------------------------------------
Steven Church and Linda Sandler of Bloomberg News report that
billionaire John A. Catsimatidis gained control of the managing
board of SemGroup LP with plans to reorganize rather than
liquidate the bankrupt oil transporter.

According to yesterday's Troubled Company Reporter,
Mr. Catsimatidis said that he had obtained five of the nine seats
on SemGroup G.P., L.L.C.'s Management Committee, the equivalent of
SemGroup L.P.'s board of directors.  Remaining seats are held by
Carlyle Group and Riverstone Holdings LLC, according to Bloomberg.

Bill Rochelle of Bloomberg News notes of Mr. Catsimatidis'
intention of reorganizing SemGroup rather than selling off its
assets, which was the company's plan since filing for bankruptcy
protection.

Mr. Catsimatidis will meet with senior management of SemGroup next
week and will seek the input of management and the company's
restructuring professionals as a part of the process of putting
together a reorganization plan on behalf of the company.  "Our
team intends to work hard on a proposal to take to SemGroup's
Management Committee," Mr. Catsimatidis said.  "We are working
toward creating a consensual plan acceptable to all parties to the
proceeding.  We intend to have a preliminary plan ready for
consideration in January, 2009."

"I have checks appeal," Mr. Catsimatidis said in a telephone
interview with Bloomberg.  "We have companies with cash and we're
going to study how much is needed."

Mr. Catsimatidis, chairman of Red Apple Group Inc., owner of the
Gristede's grocery chain, said he has as much as $455 million to
put into SemGroup, according to the same report.

                      About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SHILOH INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of Shiloh Industries,
Inc. including its Corporate Family Rating to B1 from Ba3, and
rating of its $120 million senior secured revolving credit
facility to Ba3 from Ba2.  The ratings remain under review for
possible further downgrade.

The downgrade of Shiloh's Corporate Family Rating to B1 reflects
Moody's expectation that Shiloh's credit metrics would likely
deteriorate significantly in the next 6-12 months, mainly driven
by the sustained lower North American production levels at the
Detroit-3 automobile manufacturers, recently announced dramatic
production cut by General Motors into first quarter 2009 (GM
accounts for approximately 40% of Shiloh's total revenues), and
the likely further production declines going into 2009.  The
action also considers Shiloh's heavy customer concentration with
the Detroit-3, which combined is approximately 57% of its total
revenues, and the potential for financial restructurings or
bankruptcy filings by one or more of the Detroit-3 OEMs.  This
could create further operating disruptions for Shiloh.  Despite
these negative pressures, Shiloh's very near-term liquidity is
expected to remain adequate barring significant tightening in
trade terms by its main customers.  Moody's also recognizes
Shiloh's relatively more flexible cost structure, modest financial
leverage, and relatively light near-term debt maturity.

The review for possible further downgrade will focus on assessing
the degree to which Shiloh will be able to adjust its operating
structure to contend with the severe downturn in North American
automotive markets and its ability to sustain its adequate
liquidity such as managing its working capital in face of a severe
volume reduction.

In Moody's opinion, regardless of the final outcome of the bail-
out plan for the US auto industry, the overall auto build and
production capacity in particular at Detroit-3 are subject to a
significant rationalization at least throughout 2009 which would
in turn force their auto suppliers, such as Shiloh, to adjust
their capacity accordingly.  These pressures could result in
further pressure on the company's credit metrics such as its
operating margin due to the deleveraging effect from a sharply
declined volume.  Moody's expects Shiloh's leading market position
in welded and stamping products and relatively solid balance sheet
to continue to help mitigate industry pressures.  For the LTM
period ending July 31, 2008 (calculated using Moody's standard
adjustments), Shiloh's EBIT/interest expense was approximately
4.2x, total Debt/EBITDA was approximately 1.6x, and free cash flow
was positive.  However, these metric are expected to significantly
deteriorate over the intermediate term.

Ratings lowered and under review:

Shiloh Industries, Inc.

  -- Corporate Family, to B1 from Ba3

  -- Probability of Default, to B2 from B1

  -- $120 million senior secured revolving credit facility, to Ba3
     from Ba2

The last rating action was on September 29, 2008 when Ba2 CFR was
affirmed with stable outlook.

Headquartered in Valley City, Ohio, Shiloh Industries, Inc. is a
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive, heavy
truck and other industrial markets.


SIGNUM RATED: Moody's Downgrades Rating on $20 Mil. Notes to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has downgraded this class of notes
issued by Signum Rated II Limited. The rating actions taken are:

Class Description: HFR Gap Notes 2005-01 Coast US$20,000,000
Floating Rate Secured Notes due 2015

  -- Prior Rating: Baa2
  -- Prior Rating Date: October 11, 2005
  -- Current Rating: Ba2, on review for possible downgrade

HFR Gap Notes 2005-01 Coast US$20,000,000 Floating Rate Secured
Notes due 2015 is a credit-linked notes referencing Series A Units
of HFRX Global Tracker Fund.

Moody's action is prompted by the increased volatility and decline
in the reference fund value.


SOUNDVIEW HOME: S&P Junks Rating on Class M-2 of Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed certificates from Soundview Home Loan
Trust 2006-3, a U.S. subprime residential mortgage-backed
securities transaction.  Concurrently, S&P affirmed its ratings on
four other classes of certificates from the same deal.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  As announced,
S&P's default curve for U.S. subprime RMBS is a key component of
S&P's loss projection analysis of U.S. RMBS transactions published
Oct. 19, 2007.  With the continued deterioration in U.S. RMBS
performance, however, S&P is adjusting its loss curve forecasting
methodology to more explicitly incorporate each transaction's
current delinquency (including 60- and 90-day delinquencies),
default, and loss trends.  Some transactions are experiencing
foreclosures and delinquencies at rates greater than S&P's initial
projections.  S&P believes that adjusting its projected losses,
which S&P derived from its default curve analysis, is appropriate
in cases where the amount of current delinquencies indicates a
different timing or level of loss.  In addition, S&P recently
revised its loss severity assumption for transactions issued in
2006 and the first half of.  S&P based the revised assumption on
S&P's belief that continued foreclosures, distressed sales,
increased carrying costs, and a further decline in home sales will
continue to depress prices and push loss severities higher than
S&P previously assumed.

The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate scenarios.  The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards.  The third scenario uses a prepayment rate that is
equal to two times the lower of the lifetime or 12-month CPR.  S&P
incorporated a third CPR scenario into S&P's cash flow analysis
to account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs.  S&P assumed a constant default rate
for the pool.  Because the analysis focused on each individual
class with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection.  Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized.  The longer a class remains outstanding, however, the
more excess spread it generates.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of the transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  In order to
maintain a rating higher than 'B', a class had to absorb losses in
excess of the base-case loss assumptions S&P assumed in its
analysis.  For example, a class may have to withstand 115% of
S&P's base-case loss assumptions in order to maintain a 'BB'
rating, while a different class may have to withstand 125% of
S&P's base-case loss assumptions to maintain a 'BBB' rating.  Each
class that has an affirmed 'AAA' rating can withstand
approximately 150% of S&P's base-case loss assumptions under its
analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balance.

A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transaction.  The underlying collateral for this deal consists of
fixed- and adjustable-rate U.S. subprime mortgage loans that are
secured by first and second liens on one- to four-family
residential properties.

                         Rating Actions

                    Soundview Home Loan Trust
                        Series    2006-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3        83612HAC2     BBB            AAA
           A-4        83612HAD0     B              AA
           M-1        83612HAE8     B-             B
           M-2        83612HAF5     CCC            B-

                        Ratings Affirmed

                    Soundview Home Loan Trust
                         Series    2006-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        83612HAB4     AAA
                 M-3        83612HAG3     CCC
                 M-4        83612HAH1     CCC
                 M-5        83612HAJ7     CCC


SPANSION INC: Sequential Revenue Decline Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sunnyvale, California-based Spansion Inc. to
'CCC' from 'B-'.  At the same time, S&P lowered its issue-level
ratings on operating subsidiary Spansion LLC's debt.  In addition,
S&P revised the recovery ratings on that debt.  The outlook is
negative.

"The action reflects an anticipated 20% sequential revenue decline
in the December quarter," said Standard & Poor's credit analyst
Bruce Hyman, "which will likely exacerbate already-substantial
negative free cash flows and dwindling liquidity."


ST JOSEPH: Moody's Confirms 'Ba3' Rating on Series 1999 Bonds
-------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating assigned to
St. Joseph Health Services of Rhode Island's Series 1999 bonds
($18.6 million outstanding), issued by Rhode Island Health &
Educational Building Corporation.  The rating is removed from
Watchlist.  The outlook is negative.

Legal security: The Series 1999 bonds are secured by a pledge of
gross receipts of SJHS and a first priority mortgage and security
interest on certain of SJHS' property, including land and
buildings.

Interest rate derivatives: None

                             Strengths

* Turnaround plan to improve upon fiscal year 2008 results is
  currently being implemented with required outside consultant
  engaged; management expects that FY 2009 will show operating
  improvement; failure to do so may result in rating downgrade

* Conservative investment policy with unrestricted cash is
  invested in a money market fund and all debt is fixed rate;
  reduced payment of net $1 million expected to be made to the
  state during FY 2009 for prior Medicaid overpayments; repayments
  will be completed in FY 2010 with final payment of $4.9 million

* Consolidation of the system's two campuses into the Fatima
  campus is progressing on time and budget; management recently
  engaged outside agent to sell the St. Joseph's campus although
  estimated appraisal amount is not ready at this time

* Presence of a fully funded debt service reserve

                            Challenges

* Material decline in liquidity to $14.0 million (28 days) as of
  September 30, 2008, down from $22.2 million (46 days) at the end
  of FY 2007, due to a larger-than-expected operating loss in FY
  2008 and a $7 million payment to the state for prior years of
  Medicaid over funding; cash-to-debt ratio declined to a still
  moderate 55% in FY 2008 from a stronger 82% in FY 2007

* Large operating loss in unaudited FY 2008 of $9.2 million (-5.3%
  deficit margin) and negative cash flow, a significant departure
  from FY 2007 which reported a $3.4 million operating loss (-1.9%
  deficit margin) but produced positive operating cash flow; St.
  Joseph's will not meet its rate covenant; consultant already
  engaged to assist management with financial turnaround

* Competitive environment in Providence and greater Rhode Island
  area and difficult union negotiations at the end of FY 2008
  contributed to material volume declines in the fourth quarter;
  merger discussions with Roger Williams Hospital are continuing
  with the state application for merger approval to be filed
  shortly; the potential merger has not been incorporated in
  Moody's rating analysis at this time

                 Recent Developments and Results

Moody's decision to confirm the Ba3 rating and remove the rating
from watchlist reflects Moody's expectations that FY 2009 should
show improvement in financial performance and unrestricted cash
should hold steady at $14 million following material decline in FY
2008.  Unaudited unrestricted cash and investments declined to
$14.0 million or 28 days, primarily due to a $7 million payment to
the state for prior years of Medicaid overpayments made to the
system. Management estimates that it will pay a net $1 million in
FY 2009 and $4.9 million in FY 2010, the final year of the
repayments.  As a result, cash to debt has declined to a still
moderate 55% in FY 2008 from a stronger 82% in FY 2007.  Moody's
note favorably that all of St. Joseph's debt is fixed rate and
unrestricted cash is invested in a money market fund.  Management
expects cash to hold at $14.0 million by the end of FY 2009
although cash as of October 31, 2008 was down to $13.2 million due
to the timing of annual insurance payments.  St. Joseph's has
access to a $4 million line of credit from a local bank if needed,
although there are no plans to draw on it.

Operating performance was very weak in FY 2008 with a $9.4 million
operating loss and negative operating cash flow.  The system will
not meet its rate covenant and management has already engaged a
consultant to assist with the turnaround.  Management's goal is to
improve to a $2.1 million operating loss in FY 2009 which will
allow it to meet its rate covenant and is striving to do better.

The financial improvement will be driven by the removal of 120
FTEs (layoffs and attrition), reduction in overtime pay, changing
of health benefits, better supply purchasing negotiations;
improved reimbursement rates from one of the larger payers and
application of labor management tools to keep productivity in
check.  Volumes are reportedly on budget for October and November
and negotiations with the union are now complete.  Management
attributes nearly half of FY 2008 loss due to the precipitous
decline in volumes in the fourth quarter primarily driven by
unfavorable media attention the hospital received during
contentious union negotiations.

Management reports that the consolidation from two campuses to one
is continuing. Merger discussions with Roger Williams Hospital are
also moving forward.  At this time there are no plans to
consolidate or refinance the Series 1999 bonds if the merger is
executed; Roger William Hospital has about $15 million of debt
outstanding that is not rated by Moody's.  The hospitals will
continue to operate with separate licenses.  A new parent company
will be established over both hospitals.  The hospital expects to
submit the application for merger approval to the state shortly.
The earliest the merger could occur would be in summer 2009.

                             Outlook

The outlook remains negative and reflects St. Joseph's weak
financial position and recent downturn financial performance.
Failure to improve performance and stabilize liquidity may result
in a downgrade.

                 What could change the rating - UP

Significant gains in operating performance and rapid growth in
liquidity excluding funds due to Medicaid.

                What could change the rating - DOWN

Failure to grow cash reserves as repayments to the state are made
and continued weak operating cash flow.

                          Key Indicators
Assumptions & Adjustments:

  -- Based on financial statements for St. Joseph Health Services
     of Rhode Island

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

  -- Second number reflects unaudited year ended September 30,
     2008

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 7,801; 7,633 (medical surgical admissions
  only)

* Total operating revenues: $177.7 million; $175.4 million

* Moody's-adjusted net revenue available for debt service:
  $4.9 million; -$854,000

* Total debt outstanding: $26.9 million; $25.4 million

* Maximum annual debt service (MADS): $3.6 million; $3.6 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.36 times; -0.26 times

* Debt-to-cash flow: 7.91 times;-11.25 times

* Days cash on hand: 46.3 days; 28.6 days (excluding amounts due
  to State: 25.1 days, 16.5 days, respectively)

* Cash-to-debt: 82.7%; 55.1% (excluding amounts due to State: 38%;
  31.8% respectively)

* Operating margin: -1.9%; -5.3%

* Operating cash flow margin: 2.0%; -1.0%


SYNOVICS PHARMACEUTICALS: Board Appoints Mahendra Desai as CEO
--------------------------------------------------------------
Synovics Pharmaceuticals Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that the board of
directors has terminated the employment of Steven Getraer as its
executive vice president and chief financial officer.  The board
appointed Mahendra (Manny) Desai to be the company's vice
president and chief financial officer, effective immediately.

Mr. Desai had been serving from January 2004 until September 2008
as vice president, finance of Citi Prepaid Services fka Ecount
Inc. in Philadelphia and as a financial and tax advisor for
Chernow, Kurtzman & Co., a Certified Public Accountants firm in
Philadelphia.  From August 2000 until December 2003, Mr. Desai
served as senior manager and tax advisor for Creative Management
Concepts, Inc., a Certified Public Accountants firm and Tax
Consultants in New Jersey.  Prior to this, Mr. Desai spent 19
years in various management, financial and accounting roles.
Mr. Desai holds a Chartered Accountant's degree from India and
received a Bachelor's degree in Accounting and Finance from Mumbai
University, India.

The company has agreed to employ Mr. Desai at a salary of $135,000
per annum.  Mr. Desai is entitled to a discretionary bonus based
on Mr. Desai's performance and the approval of the company's
board. Mr. Desai is also entitled to contributions to medical and
dental insurance, long term disability insurance and a pension
plan in accordance with the company's practices for its other
management personnel.

                  About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

Synovics Pharmaceuticals Inc.'s posted $4.7 million in net losses
on $18.1 million in net revenues for nine months ended July 31,
2008, compared with $16.6 million in net losses on $18.1 million
in net revenues for nine months ended July 31, 2008.

Synovics posted $489,670 in net profit on $7.7 million in net
revenues for the three months ended July 31, 2008, compared with
$7.5 million in net losses on $6.9 million in net revenues for the
three months ended July 31, 2007.

Synovics Pharmaceuticals Inc.'s consolidated balance sheet at
July 31, 2008, showed $23.6 million in total assets and
$19.6 million in total liabilities, and $4.0 million in
stockholders' equity.

At July 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6.8 million in total current
assets available to pay $14.1 million in total current
liabilities.

                       Going Concern Doubt

Miller, Ellin & Company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.


TARGA RESOURCES: Note Repurchase Won't Affect S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Targa
Resources Partners L.P. (BB-/Stable/--) are unaffected by the
announcement that during the fourth quarter it repurchased a face
amount of $40.9 million of its 8.25% senior notes due 2016 in open
market transactions at an aggregate purchase price of
$28.6 million, including $1.8 million of accrued interest.

S&P views this transaction, and the partnership's decision that it
may continue to repurchase notes rather than limited partner units
as previously announced, as supportive of credit because debt
reduction will partially offset potentially lower cash flows
resulting from lower commodity prices in 2009.  S&P believes that
any future note repurchases could have a neutral to modestly
positive effect on the company's credit metrics and that it will
have ample liquidity over the next 12 months.


TELECRIS BIOTHERAPEUTICS: S&P Keeps 'B' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Talecris Biotherapeutics Inc. to stable from negative.  At the
same time, S&P affirmed Talecris' ratings, including the 'B'
corporate credit rating.

"The action reflects Talecris' improving operating performance and
the removal of plasma supply constraints-due to the company's
successful efforts in developing its plasma collection platform
and a supply agreement with CSL-that previously limited its
production volumes," said Standard & Poor's credit analyst Arthur
Wong.


TERWIN MORTGAGE: Moody's Cuts Ratings on Class A Notes to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of one
tranche issued in Terwin Mortgage Trust, Series TMTS 2004-23HELOC
transaction.  The underlying securities' collateral consists
primarily of second lien home equity lines of credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.
Please see the press release dated November 10, 2008, titled
"Moody's modifies approach to rating structured finance securities
wrapped by financial guarantors".

When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR. The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal.  The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing. Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: Terwin Mortgage Trust, Series TMTS 2004-23HELOC

  -- Cl. A Certificates, Downgraded to B1 and Placed Under Review
     for Possible Downgrade, previously on 12/5/2008 Upgraded to
     Baa2

  -- Financial Guarantor: Financial Guaranty Insurance Company
    (Currently B1, Under Review for Possible Downgrade)


TOYS R US: S&P Keeps "B" Corp. Credit Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toys "R" Us Inc. to negative from stable.  S&P has affirmed all
the ratings on the Wayne, New Jersey-based company, including the
'B' corporate credit rating.  S&P has also affirmed the debt
issued by subsidiaries Toys "R" Us Delaware Inc. and U.S. Propco.

"The outlook revision reflects our belief that Toys will be more
challenged than previously anticipated in the important fourth
quarter of 2008 and early 2009," said Standard & Poor's credit
analyst Ana Lai, "due to a deepening spending pull-back by
consumers in the current weak U.S. economic environment." Credit
protection measures will likely deteriorate to levels that are
weak for the rating.


TRIBUNE CO: U.S. Trustee Appoints Unsecured Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, acting United States Trustee for Region 3, appoints
eight members to the Official Committee of Unsecured Creditors of
the Chapter 11 cases of the Tribune Company and its debtor
affiliates.

The Committee members are:

  (1) JPMorgan Chase Bank, N.A.
      Attn: Miriam Kulnis
      277 Park Avenue, 8th Floor
      New York, NY 10172
      Tel: 212-622-4526
      Fax: 212-622-4556

  (2) Merrill Lynch Capital Corporation
      Attn: Michael O'Brien
      4 World Financial Center
      250 Vesey Street
      New York, NY 10080
      Tel: 212-449-0948
      Fax: 212-738-1186

  (3) Deutsche Bank Trust Company Americas
      Attn: Stanley Burg
      60 Wall Street
      New York, NY 10005
      Tel: 212-250-5280
      Fax: 212-797-8610

  (4) Warner Bros. Television
      Attn Wayne M. Smith
      4000 Warner Boulevard
      Building 156, Room 5158
      Burbank, CA 91522
      Tel: 818-954-6007
      Fax: 818-954-5434

  (5) Vertis, Inc.
      Attn: John V. Howard, Jr., Esq.
      250 West Pratt Street
      Baltimore, MD 21201
      Tel: 303-305-2025
      Fax: 410-454-8460

  (6) William Niese
      6061 Lake Vista Dr.
      Bonsall, CA 92003
      Tel: 760-758-7101

  (7) Pension Benefit Guaranty Corporation
      Attn: Craig Yamaoka
      1200 K Street, NW
      Washington, D.C. 20005
      Tel: 202-326-4000 x 3614
      Fax: 202-842-2643

  (8) Washington-Baltimore Newspaper Guild
      Local 32035
      Attn: Robert E. Paul or William Salganik
      1100 15th Street, N.W., Suite 350
      Washington, D.C. 20005
      Tel: 202-785-3650
      Fax: 202-785-3659

JP Morgan Chase, Merrill Lynch, Deutsche Bank, and Warner Bros.
are listed as one of the Debtors' largest unsecured creditors:

  JP Morgan                 $1,482,000,000
  Merrill Lynch              2,037,000,000
  Deutsche Bank              2,898,000,000
  Warner Bros.                  23,000,000

Mr. Niese is former senior vice president and general counsel of
The Times Mirror Company, which was acquired by Sam Zell in 2000.

                  About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.
(Tribune Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIBUNE CO: Appoints Ed Wilson As Chief Revenue Officer
-------------------------------------------------------
Tribune Company appointed Ed Wilson as chief revenue officer with
responsibility for growing the company's publishing, broadcasting
and interactive revenues.  He remains president of Tribune
Broadcasting, overseeing the company's 23 television stations,
WGN America, and WGN Radio.  His appointment is effective
immediately.

"In the ten months he's been here, Ed has rebuilt Tribune
Broadcasting and completely changed its culture," said Randy
Michaels, Tribune's chief operating officer.  "His eye for talent
and his determination have created an environment that rewards
innovation and hard work, and delivers results for our
advertising customers -- I'm confident he'll have the same impact
across the rest of the company."

Mr. Wilson joined Tribune after serving as president of the Fox
Television Network from 2004 to 2008.  In this position, he was
responsible for network sports and entertainment sales, legal
standards and practices, and Fox's 200 affiliated stations.

"We've really stepped up our sales efforts this year and
we're seeing solid results, but we've got to do even more for our
advertisers," said Wilson.  "That means developing new products
and new, innovative ways of reaching audiences across all our
platforms -- internet, broadcasting and print.  It means being
aggressive and smart."

Known for his ability to work long hours on little sleep, Wilson
also will man the night-owl shift at the Starbucks down the street
from Tribune Tower.  "With this third job, I'll have access to
free coffee," Wilson said, "which means I'll have the stamina and
energy for my two jobs at Tribune -- and I'll contribute a portion
of my Starbucks' paycheck to the company as a way of kick-starting
new-revenue generation."

Prior to working with Fox, Wilson served in executive positions
with NBC and CBS.  In 2000, he helped found NBC Enterprises and
served as its first president.  In that capacity he supervised
foreign and domestic syndication, merchandising, licensing, music
and publishing, as well as domestic and foreign co-productions and
co-ventures.  Prior to that, Wilson was president and CEO of CBS
Enterprises and Entertainment.

In 1994, Wilson founded his own syndication company, MaXaM
Entertainment, in partnership with A.H. Belo Corp.  The company
was sold to CBS in January 1996.  His career began in 1980 as a
sales trainee for Viacom.  Let's face it, the man's driven.

Wilson was born and raised in Rison, Ark., and he is a graduate of
the University of Arkansas.  He is married and has two children.

                  About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.
(Tribune Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIBUNE CO: IFA Chair Sits Out on Ch.11 Case to Avoid Conflict
--------------------------------------------------------------
The Illinois Finance Authority Chairman, William Brandt, said his
consulting firm, Development Specialists, Inc., will have no role
bankruptcy proceedings of Tribune Co. and its affiliates to avoid
any potential conflict of interest, the Chicago Tribune reported.

The report said some creditors of Tribune have approached IFA for
advice.

Mr. Brandt and the IFA staff have had discussions recently with
Tribune Co. officials over financing the sale of Tribune-owned
Wrigley Field to the state, the report related.  The IFA deemed
it best to stay away from Tribune's Bankruptcy.

The IFA is a self-financed, state authority principally engaged
in issuing taxable and tax-exempt bonds, making loans, and
investing capital for businesses, non-profit corporations, and
local government units statewide.  As a self-funded agency, IFA
receives no general revenue funds from the State of Illinois, and
the state bears no direct or indirect liability for the debt IFA
issues or incurs except for specific, statutorily authorized
programs.  IFA's operating income is exclusively derived from
application and closing fees, interest income, and investment
income.

"To pass on the Tribune case is a big sacrifice," Mr. Brandt told
the Chicago Tribune.

                     About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

(Tribune Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIBUNE CO: Liner Yankelevitz Probes Possible ERISA Claims
----------------------------------------------------------
Liner Yankelevitz Sunshine & Regenstreif LLP, is investigating
claims relating to the Tribune Company and potential violations of
the Employee Retirement Income Security Act of 1974.  The
investigation focuses on the Company's Employee Stock Ownership
Plan.

LYS&R's investigation involves whether Tribune and the Plan's
fiduciaries may have breached their fiduciary duties of loyalty
and prudence to the Plan's participants.  A breach may have
occurred if the fiduciaries failed to prudently manage the
Plan's assets, by among other things, causing the ESOP to
purchase overvalued Company stock when the Company was
overleveraged, over-encumbering the ESOP with debt, and
continuing to purchase and/or hold Company stock after doing so
was no longer prudent given the financial condition of the
Company.  A breach also may have occurred if the fiduciaries
withheld or concealed material information from the Plan's
participants with respect to the Company's business, financial
results and operations.

Members of the ESOP may contact any member of the firm's team toll
free at (866) 620-6722, or via e-mail at
http://classaction@linerlaw.com/

                    401(k) Plan Unaffected

Tribune has notified its former employees that their 401(k)
accounts and their retirement cash balance accounts are unaffected
by the company's Chapter 11 filing.  Tribune said all pension
benefits provided by its traditional qualified pension plans,
which provide benefits to virtually all current non-union
employees and many former employees, are protected in the
bankruptcy proceedings.

According to Tribune, for employees who were laid off in 2008 and
are over 55 years old, the company will continue the health
coverage as permitted by the Court.  For those under age 55,
Tribune also received the Court's permission to continue health
coverage for three months.

However, Tribune noted, all ongoing severance payments, deferred
compensation and other payments to former employees have been
discontinued and will be subject of later proceedings before the
Court.  In addition, outplacement services were discontinued as
of the Petition Date.

                     About Tribune Company

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

(Tribune Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TYSON FOODS: Terms of 5-Year Revolver Amended; Pledges All Assets
-----------------------------------------------------------------
Tyson Foods, Inc., on December 16, 2008, entered into a sixth
amendment to its Five-Year Revolving Credit Agreement, dated as of
September 28, 2005, as previously amended, with JPMorgan Chase
Bank, N.A., as administrative agent, Merrill Lynch Bank USA, as
syndication agent, Suntrust Bank, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank International", New York
Branch and BNP Paribas, as documentation agents, and CoBank, ACB
and U.S. AgBank, FCB, as co-documentation agents.  The Amendment
became effective on December 17, 2008.

The Amendment provides for, among other things:

   (A) Enhanced Collateralization

       The Amendment requires the company and certain of its
       material subsidiaries to pledge substantially all of their
       assets to secure performance of the company's obligations
       under the Credit Agreement. Prior to the Amendment, only
       certain assets of the company and certain of its
       subsidiaries were pledged under the Credit Agreement. A
       substantial portion of the assets to be pledged by Tyson
       Fresh Meats, Inc., a subsidiary of the company, will also
       be pledged on a second priority basis to secure TFM's and
       the company's obligations under TFM's outstanding 7.125%
       Notes due 2026 and 7.95% Notes due 2010 in accordance with
       the requirements of the indenture governing the notes.

   (B) Financial Covenant Relief

       (a) Leverage Covenant -- Under the terms of the Amendment,
           the threshold for the company's leverage covenant
           under the Credit Agreement will be increased to 4.50x
           for the first and second quarters of fiscal 2009,
           4.25x for the third quarter of fiscal 2009 and 3.50x
           thereafter.

       (b) Interest Covenant -- Under the terms of the Amendment,
           the threshold for the company's interest coverage
           covenant under the Credit Agreement will be decreased
           to 2.85x for the first, second and third quarters of
           fiscal 2009 and restored to 3.00x, the current
           multiple, thereafter.

   (C) Pricing

       The reference rate spread and the LIBOR spread will each
       be increased by 80 basis points and the annual facility
       fee rate will be increased by 20 basis points. The company
       will also incur a one-time amendment fee of $5.0 million
       to be paid to the lenders under the Credit Agreement who
       consent to the Amendment.

   (D) Amendment to Securitization Facility

       As a result of the Amendment, the company also entered
       into Amendment No. 1 to its Amended and Restated
       Receivables Transfer Agreement, dated as of
       December 16, 2008, as previously amended, with Tyson
       Receivables Corporation, the company and JPMorgan Chase
       Bank, SunTrust Bank and Rabobank International, pursuant
       to which, among other things, (i) lending commitments
       under the Amended and Restated Receivables Transfer
       Agreement were reduced from $750,000,000 to $600,000,000,
       (ii) the Receivables Lenders will give their consent to
       the modified financial covenants under the Amendment and
       (iii) pricing under the Receivables Agreement will be
       increased. The Receivables Amendment will also become
       effective on December 17, 2008.

A full-text copy of Amendment No. 6, dated as of December 16,
2008, to Tyson Food's Five-Year Revolving Credit Agreement, dated
as of September 28, 2005, is available at no charge at:

              http://ResearchArchives.com/t/s?3668

A full-text copy of Amendment No. 1 to the Amended and Restated
Receivables Transfer Agreement, dated as of December 16, 2008,
with Tyson Foods, Tyson Receivables Corporation, and JPMorgan
Chase Bank, Suntrust Bank and Rabobank International, is available
at no charge at:

              http://ResearchArchives.com/t/s?3669

Founded in 1935 with headquarters in Springdale, Arkansas, Tyson
Foods, Inc. (NYSE: TSN) -- http://ir.tyson.com-- is the world's
largest processor and marketer of chicken, beef and pork, the
second-largest food production company in the Fortune 500 and a
member of the S&P 500.  The company produces a wide variety of
protein-based and prepared food products and is the recognized
market leader in the retail and foodservice markets it serves.
Tyson provides products and service to customers throughout the
United States and more than 90 countries.  The company has
approximately 107,000 Team Members employed at more than 300
facilities and offices in the United States and around the world.

Tyson Foods disclosed $10.8 billion in total assets, including
$4.3 billion in current assets; $5.8 billion in total liabilities,
including 44.3 billion in current liabilities for the quarter
ended September 30, 2008.

On September 4, 2008, Standard & Poor's downgraded the credit
rating applicable to the company's senior notes due April 1, 2016,
from "BBB-" to "BB."  This downgrade increased the interest rate
on the 2016 Notes from 6.85% to 7.35%, effective beginning with
the six month interest payment due October 1, 2008.

On November 13, 2008, Moody's downgraded the company's credit
rating from "Ba1" to "Ba3."  This downgrade increased the interest
rate on the 2016 Notes from 7.35% to 7.85%, effective beginning
with the six month interest payment due April 1, 2009.


US SHIPPING: NYSE Delists Common Stock, Trades on OTC Pink Sheets
-----------------------------------------------------------------
U.S. Shipping Partners, L.P, disclosed in a filing with the
Securities and Exchange Commission that effective Nov. 6, 2008,
the company's common units are trading on the OTC Pink Sheets
under the symbol "USSPZ".

On Oct. 30, 2008, NYSE Regulation, Inc., determined that the
common units representing limited partner interests of U.S.
Shipping Partners, L.P -- ticker symbol USS -- must be suspended
on Nov. 6, 2008.

The decision to suspend the company's common stock was reached
beacuse the company has fallen below the New York Stock Exchange's
continued listing standard regarding average global market
capitalization over a consecutive 30 trading day period of not
less than $25 million, which is the minimum threshold for listing.

U.S. Shipping Partners L.P. (NYSE: USS) -- http://www.usslp.com/-
- is a provider of long-haul marine transportation services,
principally for refined petroleum products, petrochemical and
commodity chemical products, in the U.S. domestic "coastwise"
trade.  The partnership's existing fleet consists of eleven tank
vessels: six integrated tug barge units; one product tanker; three
chemical parcel tankers and one ATB that was delivered in June
2007 and entered service in July 2007.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $717.4 million, total liabilities $692.0 million and partners'
capital of $25.4 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $87.4 million compared to net loss of $1.9 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company incurred $95.9
net loss compared to $6.1 million net income for the same period
in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Nov 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on U.S.
Shipping Partners L.P., including the 'CCC' long-term corporate
credit rating.  The ratings have been removed them from
CreditWatch, where they were placed with developing implications
on Aug. 21, 2008.  The outlook is negative.  The Edison, New
Jersey-based shipping company has about $522 million of lease-
adjusted debt.


USG CORP: Closes Sale of $400m Of Notes to Berkshire, Fairfax
-------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, USG Corporation disclosed that it has closed the
private placement of $400 million of its 10% contingent
convertible senior notes due 2018 to Berkshire Hathaway Inc. and
Fairfax Financial Holdings Limited.

The notes were issued pursuant to an indenture dated Nov. 1,
between USG and Wells Fargo Bank, National Association, as
trustee, and has supplemented on Nov. 26.

USG Executive Vice-President and Chief Financial Officer Richard
Fleming said the notes will initially be convertible into shares
of the company 's common stock, $0.10 par value per share at a
conversion price of $11.40 per share.  "The conversion price is
subject to adjustment in specified circumstances," he added.

The notes will mature on Dec. 1, 2018, and are non-callable until
Dec. 1, 2013, after which USG may elect to redeem all or part of
the notes at a stated redemption price plus accrued and unpaid
interest, according to Mr. Fleming.

The notes will bear cash interest at the rate of 10% per year on
the principal amount from the issue date or from the most recent
date to which interest has been paid or provided for.

If approval of the company's stockholders for the conversion of
all of the notes into shares of common stock to satisfy the
requirements of the New York Stock Exchange Listed Company Manual
has not been received 135 days after the issue date, the notes'
interest would be increased to 20% per annum from and including
the issue date.  It would remain at that rate until the next
interest payment date after the date upon which the approval is
received or is no longer required.

If, on the 135th day after the issue date, any of the notes held
by Berkshire, Fairfax or a subsidiary would cause to occur a
"change of control" or similar event under USG's credit
facilities, the interest rate on the portion of those notes that
caused the occurrence would be increased to 20% per annum from
and including the issue date.  "It shall remain in effect until
the next interest payment date after the date of an amendment or
termination of the last of such credit facilities, or a consent,
waiver or acknowledgment from the agent and applicable lenders,
such that no change of control, change in control or similar
event would occur by virtue of conversion of all such notes," Mr.
Fleming pointed out.

Holders may not convert their notes into shares of common stock
prior to receipt of the approval or until USG certifies to Wells
Fargo Bank that the approval is no longer required under the New
York Stock Exchange Listed Company Manual.  Holders affected by
those limitations with respect to USG's credit facilities may not
convert the portion of the notes held that would result in a
"change of control" or similar event under the credit facilities
into shares of common stock prior to the time those limitations
cease to exist.

In connection with the issuance of the notes to Berkshire and
Fairfax, USG entered into separate securities purchase agreements
dated Nov. 21 and registration rights agreements dated Nov. 26
with the two investors.

Under the Registration Rights Agreements, USG has granted the
investors demand and piggyback registration rights with respect
to all of the notes and shares of common stock they hold from
time to time, including those shares they may acquire upon the
conversion of the notes.  The agreements entitle Berkshire,
Fairfax and their affiliates to make three demands for
registration of all or part of the holders' common stock, subject
to certain conditions and exceptions.

The Registration Rights Agreements also provide that if USG
proposes to file a registration statement under the Securities
Act with respect to an offering of securities on a form that
permits registration of the notes or shares of common stock held
by Berkshire and Fairfax or their affiliates, USG will allow them
to register all or part of their notes or shares of common stock
on the terms and conditions provided in the Registration Rights
Agreement.

         USG Sets Feb. 9 for Special Stockholder Meeting

USG has set Feb. 9, 2009, as the date for the special meeting of
its stockholders at which it will seek approval of the issuance
of shares of USG common stock upon conversion of the contingent
convertible senior notes.

Both Berkshire Hathaway and Fairfax have agreed to cause all
shares of USG common stock owned by them and their affiliates to
be voted in favor of the proposal to permit the issuance of
shares of USG common stock upon conversion of the notes.

The stockholder meeting will be held at the USG headquarters, at
550 West Adams Street, in Chicago, Illinois.

The date for determination of stockholders entitled to notice of,
and to vote at, the special meeting has been set as Dec. 15.

A copy of the proxy statement to be used at the special meeting
of stockholders is available without charge at:

             http://ResearchArchives.com/t/s?3682

About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


USG CORP: Amends Rights Plan to Protect Nols, Tax Benefits
----------------------------------------------------------
USG Corporation disclosed that its board of directors has adopted
an amendment to its shareholder rights plan intended to protect
the value of the company's net operating loss carryforwards and
related tax benefits.

The amendment reduces, until Sept. 30, 2009, the beneficial
ownership threshold under USG's shareholder rights plan from 15 %
to 4.99%.

"After careful consideration, our board of directors has
determined that it is in the best interests of the company and
our stockholders to modify the beneficial ownership threshold
under our rights plan at this time," said USG Chairman and Chief
Executive Officer William Foote.

"The NOLs are a valuable asset of USG.  We are taking this step
in an effort to maximize our ability to offset income that we
expect to generate in future years," he said.

The rights plan, as amended, exempts shareholders whose
beneficial ownership as of 4:00 p.m. (New York City time) on
Dec. 4 exceeded 4.99% of the company's then-outstanding common
shares so long as they do not acquire additional common shares,
except as otherwise provided by existing agreements.

The company's ability to use its NOLs could be substantially
reduced if the company experiences an "ownership change," as
defined under the Internal Revenue Code.  The calculation of an
"ownership change" under the Code is based on cumulative
ownership changes in USG's stock by stockholders that own or are
deemed to own 5% or more of USG's common stock over a rolling
three-year period.

According to Mr. Foote, USG experienced a significant change in
the ownership of its common stock in connection with its August
2006 rights offering.

"After the third anniversary of the completion of the rights
offering in August 2009, the risks of an ownership change under
the Code could be diminished because the rights offering
purchases would no longer be included in the IRS ownership change
calculations," he said.  "As a result, the rights plan amendment
provides for the 4.99 percent beneficial ownership threshold to
return to 15 percent after September 30, 2009."

The rights plan amendment does not ensure that the NOLs will be
protected from an ownership change as defined in the tax laws,
and there can be no assurance that an ownership change will not
occur, according to Mr. Foote.

"USG's board of directors may, in the future, take other action
that is consistent with its fiduciary duties, including action to
further amend or extend the current terms of the amended rights
plan," he further said.

A copy of the USG Shareholder Rights Plan Amendment is available
for free at http://ResearchArchives.com/t/s?3683

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 31, 2008,
Standard & Poor's Ratings Services lowered its ratings on USG
Corp., including its corporate credit rating to 'BB-' from 'BB+',
and placed the ratings on CreditWatch with negative implications.

The downgrade and CreditWatch listing follow weaker-than-expected
third operating results resulting from the continued housing slump
and recent weakness in commercial construction, a trend S&P
expects to continue in the near term.  In addition, the company
disclosed that absent significant cost cuts, other financing
arrangements or modifications to its credit agreement, the company
will have difficulty meeting the minimum EBITDA covenant at the
end of the first quarter of 2009 and possibly as early as the end
of the fourth quarter of 2008.

USG Corporation reported third quarter 2008 net sales of
$1.2 billion and a net loss of $40 million.  For the same period
a year ago, the corporation reported net sales of $1.3 billion
and net earnings of $7 million.  For nine months of 2008, the
corporation reported net sales of $3.6 billion and a net loss of
$125 million.  For the first nine months of 2007, net sales were
$4.0 billion and net earnings were $104 million.

(USG Bankruptcy News; Bankruptcy Creditors' Service Inc., Issue
No. 149, http://bankrupt.com/newsstand/or 215/945-7000).


VALENCE TECHNOLOGY: Berg & Berg Buys 1.6MM Shares for $3.1 Million
------------------------------------------------------------------
Berg & Berg Enterprises, LLC, purchased 1,666,618 shares of
Valence Technology, Inc., common stock at a price per share of
$1.88 for an aggregate purchase price of $3,133,242.  As payment
for the shares, Berg & Berg surrendered certain promissory notes
issued on September 22 ($541,662.17 in principal and $13,771.58 in
accrued interest) and June 26, 2008, ($2.5 million in principal
and $77,808.22 in accrued interest).

The shares were issued in a private placement transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereof.  The purchase price
per share equaled the closing bid price of its common stock as of
Nov. 15, 2008.  Under Rule 144 of the Securities Act, these shares
are restricted from being traded by Berg & Berg for a period of
six months from the date of issuance, unless registered, and
thereafter may be traded only in compliance with the volume
restrictions imposed by this rule and other applicable
restrictions.  The managing member of Berg & Berg is Carl E. Berg,
who is the chairman of the company's board of directors and the
principal stockholder of the company.

                   About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's  commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $35.1 million, and total liabilities of $98.9 million,
resulting in a stockholders' deficit of $63.8 million.

The company reported net loss of $6.1 million for three months
ended Sept. 30, 2008, compared with net loss of $4.8 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $11.7 million compared with net loss of $9.1 million for
the same period in the previous year.

                       Going Concern Doubt

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal years ended March 31, 2008 and 2007.  The firm pointed
to the company's recurring losses from operations, negative cash
flows from operations and net stockholders' capital deficiency.

At June 30, 2008, the company's balance sheet showed total assets
of $36.7 million and total liabilities of $105.1 million,
resulting in a $68.3 million stockholders' deficit.  The company
reported a net loss of $5.5 million for the quarter ended
June 30, 2008, compared to a net loss of $4.3 million for the same
period last year.


VALENCE TECHNOLOGY: Names Khoon Cheng Lim as Chief Technology Off.
------------------------------------------------------------------
Valence Technology, Inc., appointed Khoon Cheng Lim, Ph.D., as
chief technology officer of the company, effective immediately.

Dr. Lim has been employed by the company since January 2007.
Dr. Lim also serves as the president and co-founder of Pleiades
Battery Manufacturing, a lithium-ion battery development and
manufacturing company.  From 2005 to 2007, Dr. Lim served as the
general manager and co-founder of Energy Sciences International,
LLC, a consulting firm specializing in lithium-ion battery
manufacturing technologies and advanced production machine
designs.  From 1998 to 2005, Dr. Lim served as the chief
technology officer, general manager and co-founder of Macro
Energy-Tech, Inc., a consumer electronics lithium-ion battery
producer.  Dr. Lim holds a Ph.D. in Physics from SUNY-Buffalo and
both a Masters of Education and a Bachelors of Science in Physics
from the University of Malaya in Kuala Lampur.

The company and Dr. Lim entered into an employment letter
agreement specifying certain matters regarding his promotion,
effective Nov. 3, 2008.  Dr. Lim will receive an annual salary of
$200,000. Dr. Lim received 500,000 options in January 2007.  In
the event that Dr. Lim is terminated for other than good cause,
all of his unvested options shall immediately vest at the time of
termination and will become immediately exercisable on the date of
termination.

A full-text copy of the Employment Letter Agreement with Khoon
Cheng Lim is available for free at
http://ResearchArchives.com/t/s?3664

On Oct. 29, 2008, Joel Sandahl resigned as vice president of
engineering and product development for Valence Technology, Inc.
In connection therewith, the company entered into a Severance
Agreement and Release.  The Severance Agreement provides that the
company will pay Mr. Sandahl three months of his current base
salary, plus an additional cash payment equal to two months of his
current base salary and all accrued, but unused, vacation.  The
company also agreed to pay Mr. Sandahl's COBRA premiums through
March 29, 2009.  All of Mr. Sandahl's options that have vested on
or before Oct. 29, 2008, must be exercised no later than April 29,
2008 in accordance with the terms and provisions of the applicable
option agreements.

A full-text copy of the Severance Agreement with Joel Sandahl is
available for free at http://ResearchArchives.com/t/s?3663

                   About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's  commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $35.1 million, and total liabilities of $98.9 million,
resulting in a stockholders' deficit of $63.8 million.

The company reported net loss of $6.1 million for three months
ended Sept. 30, 2008, compared with net loss of $4.8 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $11.7 million compared with net loss of $9.1 million for
the same period in the previous year.

                       Going Concern Doubt

PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial
doubt about Valence Technology's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal years ended March 31, 2008 and 2007.  The firm pointed
to the company's recurring losses from operations, negative cash
flows from operations and net stockholders' capital deficiency.

At June 30, 2008, the company's balance sheet showed total assets
of $36.7 million and total liabilities of $105.1 million,
resulting in a $68.3 million stockholders' deficit.  The company
reported a net loss of $5.5 million for the quarter ended
June 30, 2008, compared to a net loss of $4.3 million for the same
period last year.


W.R. GRACE: U.S. ZAI Claimants Seeks Court OK of Settlement
-----------------------------------------------------------
W. R. Grace & Co., has reached a settlement that resolves all U.S.
Zonolite Attic Insulation property damage claims and demands
against it.  Pursuant to Rule 7023 of the Federal Rules of
Bankruptcy Procedure and Rule 23 of the Federal Rules of Civil
Procedure, the U.S. Zonolite Attic Insulation Claimants ask the
U.S. Bankruptcy Court for the District of Delaware for
preliminarily approval of the settlement between W.R. Grace, and
the U.S. ZAI Claimants class representative Marco
Barbanti and Ralph Busch.

The settlement provides that all U.S. ZAI Claims will be channeled
for resolution to an asbestos property damage trust established in
compliance with Section 524(g) of the Bankruptcy Code under the
joint plan of reorganization filed by Grace on September 19, 2008.

The Agreement requires that these assets be paid into the PD
Trust:

  -- $30 million in cash on the effective date of the Plan,
     plus, if the Effective Date occurs after March 31, 2009,
     interest from April 1, 2009, to the Effective Date, accrued
     at the same rate applicable to Grace's senior exit
     financing;

  -- $30 million in cash on the third anniversary of the
     Effective Date; and

  -- up to 10 contingent deferred payments of $8 million per
     year during the 20-year period beginning on the fifth
     anniversary of the Effective Date, with each payment due
     only if the ZAI Assets fall below $10 million during the
     preceding year.

The deferred payments would be backed by 50.1% of Grace's common
stock to meet the requirements of Section 524(g).

A ZAI Trustee will administer the Trust funds, which will be used
for:

  (1) comprehensive ZAI educational program for homeowners and
      others who may encounter ZAI;

  (2) reimbursement for ZAI remedial action of 55% of a
      claimant's approved remediation costs up to a maximum
      reimbursement of $4,125; and

  (3) Trust operation expenses and attorneys' fees and costs.

The average removal cost per home is between $3,000 and $5,000.
At the agreed-upon 55% reimbursement level and 16,000 claimants
availing remediation, total remediation costs is estimated
between $26,400,000 to about $44,000,000.  William D. Sullivan,
Esq., at Sullivan, Hazeltine, Allison LLC, in Wilmington,
Delaware, says only a fraction of the 16,000 plus claimants,
however, are expected to remediate ZAI in the next five years,
with an additional $80,000,000 in contingent payments that may
become available thereafter.

To qualify for reimbursement from the Trust, a claimant will be
required to document the existence of ZAI in the structure and
the costs of remedial action undertaken.  Under certain limited
circumstances, the ZAI Trustee may reimburse a Claimant above the
$7,500 expenditure ceiling.

A full-text copy of the settlement, signed by the parties on
December 15, 2008, is available for free at:

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

Grace does not admit responsibility for any U.S. ZAI Claim.  The
proposed settlement is not to be construed as an admission of
liability on the part of Grace.

A hearing to determine the adequacy, fairness and reasonableness
of the settlement will be held as part of the confirmation
hearing.

Mr. Sullivan maintains that the proposed Class Settlement is
within reasonable range so that the Court should preliminarily
approve it.  The Settlement also contains sensible compromises
between competing interests, evidencing informed and arms-length
negotiations, he maintains, citing that the Settlement was
achieved through negotiations involving representatives of the
Debtors, a representative of the Equity Committee of Security
Holders, and counsel to ZAI Claimants.

Mr. Sullivan tells the Court that the settlement was achieved
through negotiations involving diverse and competing interests.
Constituencies included representatives of Grace, a
representative of the Official Committee of Equity Security
Holders, the ZAI Claimants' counsel, and the future claims
representative for asbestos-related property damage claimants.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

(W.R. Grace Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: U.S. ZAI Claimants Seek Class Certification
-------------------------------------------------------
Holders of U.S. Zonolite Attic Insulation property damage claims
and demands against W.R. Grace, Co., ask the U.S. Bankruptcy Court
for the District of Delaware to provisionally certify them as a
class pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of
Civil Procedure.

The ZAI Claimants also seek authority to send notices to
individual class members upon the preliminary approval of the
class settlement, certification of the case and of their right in
respect of the class and class settlement.

William D. Sullivan, Esq., at Sullivan, Hazeltine, Allison LLC,
in Wilmington, Delaware, asserts that certification is
appropriate where the proposed representatives have established
all of the conditions of Rule 23(a) and one condition of
Rule 23(b):

  (a) Class Members exceed 16,000 in number, thereby satisfying
      the "numerosity" test;

  (b) the claims of the U.S. ZAI Claimants share common
      questions of fact and law, satisfying the "commonality"
      test;

  (c) the claims of the proposed class representative are
      typical of the claims of other class members, satisfying
      the "typicality" test; and

  (d) the proposed class representatives are also adequate
      representatives of the class.

Mr. Sullivan also notes that there is significant precedent for
certification of a Rule 23(b)(3) class action in respect of
property damage claims arising out of asbestos containing
building products.  A district court's decision in In re School
Asbestos Litigation, 789 F.2d 996 (3d Cir. 1986)(affirming
23(b)(3)), he points out, is particularly instructive, the
district court having approved certification of asbestos PD
claims on behalf of schools in the U.S. pursuant to Rul 23(b)(3).

Mr. Sullivan asserts that provisional certification of a class
pursuant to Rule 203(b)(3) is appropriate because by doing so,
the Court preserves a defendant's right to contest certification
in the event the settlement does not achieve final approval.

With respect to the "superiority" test, Mr. Sullivan notes that
in the context of class certification for purposes of settlement,
the Court need not inquire into whether the case, if tried, would
present intractable management problems, since the effect of
class settlement is to altogether avoid trial.

Members of the ZAI class are readily identifiable, with respect
to service of notice to the ZAI claimants, since each have filed
a U.S. ZAI proof of claim containing information on where notice
should be sent, Mr. Sullivan tells the Court.

The ZAI Claimants ask the Court to schedule a final hearing at
the earliest practicable time following service of notice to
class members, upon finding that a class settlement should be
preliminarily approved.

In a declaration, Edward J. Westbrook, Esq., proposed class
counsel, related that representatives of the Equity Committee and
the ZAI claimants, together with their counsel, saw the necessity
to address future ZAI claimants' needs and accordingly agreed on
having Judge Alexander M. Sanders of the Court of Appeals for
South Carolina serve as futures claimants' representative.

According to Mr. Westbrook, the resolution of the ZAI claims
through a class action was the logical and the only practical way
to address the large number of relatively modest claims of
individual homeowners.  The proposed ZAI resolution substantially
achieves goals of providing an effective ZAI education campaign
and a long-term ZAI financial assistance facility that will
permit homeowners to address ZAI as they encounter it in the
coming years, he tells the Court.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

(W.R. Grace Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


WACHOVIA ASSET: Moody's Reviews 'B1' Ratings on Four Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two and
upgraded the ratings of five tranches issued in four Wachovia
Asset Securitization transactions.  The underlying securities'
collateral consists primarily of second lien home equity lines of
credit.

The ratings on the securities were monitored by evaluating factors
Moody's determined to be essential in the analysis of securities
backed by such loans.  The salient factors include: i) Moody's
review of the nature, sufficiency, and quality of historical loan
performance information, ii) analysis of the collateral
composition and pool credit performance including prepayment, loan
delinquency and loss data, iii) consideration of the transaction's
capital structure and related allocations of collateral cash flows
and losses, and iv) a comparison of current credit enhancement
levels to updated Moody's pool loss projections based on present
collateral credit performance.

The securities are guaranteed by the respective financial
guarantors identified below.  The underlying ratings generally
reflect the intrinsic credit quality of the securities in the
absence of the guarantee.  The current ratings on the below--noted
securities are consistent with Moody's practice of rating such
insured securities at the higher of the guarantor's insurance
financial strength rating and the underlying or intrinsic rating.
When analyzing underlying ratings for CES and HELOC transactions,
Moody's projects cumulative losses for each deal based on a
collateral analysis of the deal's Constant Prepayment Rate and
Constant Default Rate.

CPR - CPR is based on the average of the last six months 1-month
CPR.

CDR - There are two approaches for determining pool CDR. The first
approach calculates CDR based on pool loan losses from the
previous twelve months, i.e. recent losses.  A second approach is
based on pipeline losses -- losses derived from days-aged
delinquencies and Moody's assumptions for default based on days
delinquent, in foreclosure, or liquidation, and the severity of
loss given default.  Moody's assumes 100% severity for second
liens, including both CES and HELOCs.  After the CDR is calculated
using the two methods, the effective CDR for loss projection
purposes is determined by using a weighted average of the CDRs as
determined by the recent loss and pipeline loss approaches -- with
weightings determined on a transaction by transaction basis.
Moody's assumes that the CDR will not decline for the next three
years and will decline subsequently for the life of the deal under
a schedule, typically reducing by 50% in year 4 and remaining
constant thereafter.

Based on calculated CPR and CDR, Moody's calculates projected
deal-specific cumulative losses and the weighted average life of
the deal. The credit enhancement calculation can also include
credit for excess spread, i.e. the aggregate, positive difference
in the weighted average loan coupon and the all-inclusive
securities' interest and deal fees, including servicing. Excess
spread benefit is calculated by multiplying the stressed
annualized excess spread by the weighted average life of the deal.

Aggregate credit enhancement which combines subordination benefit
(including over-collateralization and/or reserve accounts) and
excess spread benefit is compared with projected cumulative losses
for the deal to derive coverage multiples and associated ratings
by deal tranche.  Moody's will analyze tranche coverage multiples
after consideration of timing of tranche repayment and allocation
of losses (if any).

Issuer: Wachovia Asset Securitization Issuance, LLC 2004-HEMM1
Trust

  -- Cl. A Notes, Downgraded to Aa3, previously on 7/21/2008 Aaa
     Placed under Review for Possible Downgrade

  -- Financial Guarantor: Financial Security Assurance Inc.
     (Currently Aa3)

Issuer: Wachovia Asset Securitization, Inc. 2002-HE1 Trust

  -- Cl. A Notes, Downgraded to Baa1, previously on 9/18/2008
     Downgraded to Aa3 Placed under Review for Possible Downgrade

  -- Financial Guarantor: Ambac Assurance Corporation (Currently
     Baa1)

Issuer: Wachovia Asset Securitization, Inc. 2003-HE1 Trust

  -- Cl. A-1 Notes, Upgraded to Baa2, previously on 6/20/2008
     Downgraded to Baa3 Direction Uncertain

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Cl. A-2 Notes, Upgraded to Baa2, previously on 6/20/2008
     Downgraded to Baa3 Direction Uncertain

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

Issuer: Wachovia Asset Securitization, Inc. 2003-HE2 Trust

  -- Cl. A-I-1 Notes, Upgraded to Baa1, previously on 6/20/2008
     Downgraded to Baa3 Direction Uncertain

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Cl. A-II-1 Notes, Upgraded to Baa1, previously on 6/20/2008
     Downgraded to Baa3 Direction Uncertain

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)

  -- Cl. A-II-2 Notes, Upgraded to Baa1, previously on 6/20/2008
     Downgraded to Baa3 Direction Uncertain

  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Currently B1, Under Review for Possible Downgrade)


WAMU MORTGAGE: S&P Keeps Low-B Ratings on 2 Classes of Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of mortgage pass-through certificates issued by WaMu
Mortgage Pass-Through Certificates Series 2003-S11.

The affirmations reflect adequate actual and projected credit
support percentages that are sufficient to support the ratings at
their current levels.  Subordination provides credit support for
this transaction.  As of the Nov. 25, 2008, distribution date,
severe delinquencies (90-plus days, foreclosure, and real estate
owned) were 0.38% of the current pool balance, and cumulative
losses were 0.01% of the original pool balance.

The pools initially consisted of 15- and 30-year, fixed- and
adjustable-rate prime mortgage loans secured by first and second
liens on owner-occupied one- to four-family residential
properties.

                         Ratings Affirmed

      WaMu Mortgage Pass-Through Certificates Series 2003-S11

            Class        Cusip                  Rating
            -----        -----                  ------
            1-A          92922FGN2              AAA
            2-A-1        92922FGP7              AAA
            2-A-2        92922FGQ5              AAA
            2-A-3        92922FGR3              AAA
            2-A-4        92922FGS1              AAA
            2-A-5        92922FGT9              AAA
            2-A-6        92922FGU6              AAA
            2-A-7        92922FGV4              AAA
            3-A-1        92922FGW2              AAA
            3-A-2        92922FGX0              AAA
            3-A-3        92922FGY8              AAA
            3-A-4        92922FGX5              AAA
            3-A-5        92922FHA9              AAA
            P            92922FHC5              AAA
            R            92922FHG6              AAA
            X            92922FHB7              AAA
            B-1          92922FHD3              AA
            B-2          92922FHE1              A
            B-3          92922FHF8              BBB
            B-4          92922FHH4              BB
            B-5          92922FHJ0              B


WENTWORTH ENERGY: Execs. Point to Error in Financial Statements
---------------------------------------------------------------
The officers of Wentworth Energy, Inc., concluded that the
financial statements included in the Form 10-KSB/A for the
company's fiscal year ended Dec. 31, 2007, and Form 10-Q for the
company's three months ended March 31, 2008, and six months ended
June 30, 2008, must no longer be relied upon because of an error
in the financial statements.

On Nov. 14, 2007, the company amended several of its stock option
agreements to remove all service conditions, effectively
accelerating the remaining unrecognized compensation.  In
accordance with Statement of Financial Accounting Standards
No. 123(R), the fair value of a stock-based award is measured on
the grant date and the compensation cost is recognized over the
requisite service period.  However, the amount of compensation
cost recognized at any date must at least equal the portion of the
value of the award that is not contingent upon either a service
condition or a performance condition at that date.  On Nov. 14,
2007, the company had approximately $2.1 million in unrecognized
compensation expense related to non-vested stock-based
compensation arrangements.  Upon execution of the Amendments, the
full amount of unrecognized compensation expense was accelerated
and must have been recorded in the fourth quarter of 2007,
resulting in an increase in general and administrative expenses of
$2.1 million.

The company, together with its independent accountants, Malone &
Bailey, PC, and its former independent accountants, Hein &
Associates LLP, has undertaken a review of the company's financial
statements, and has concluded that the company's accounting
treatment of the Amendments must be revised.  The company will
file amendments to each of the Form 10-KSB/A for the company's
fiscal year ended Dec. 31, 2007, Form 10-Q for the company's three
months ended March 31, 2008, and Form 10-Q for the company's six
months ended June 30, 2008, soon as possible.

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.

Wentworth Energy's balance sheet at Sept. 30, 2008, showed total
assets of $38,124,971 and total liabilities of $33,320,771,
and a stockholders' equity of $4,804,200.

For three months ended Sept. 30, 2008, the company reported net
loss of 3,750,198 compared to net loss of $1,958,376 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company earned
$3,270,952 compared to net income of $65,361,213 for the same
period in the previous year.

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.


WENTWORTH ENERGY: Investors Waive Interest Payment Until January 1
------------------------------------------------------------------
Wentworth Energy, Inc., and each of the Investors entered into a
Waiver and Deferral of Oct. 1, 2008 Quarterly Interest Payment,
effective Sept. 30, 2008, whereby all of the Investors agreed to
waive the requirement to pay certain interest payments under the
Notes, provided that the company pays the interest payment amounts
to the Investors on Jan. 1, 2009.

On Oct. 31, 2007, entered into Amendment Agreements with certain
investors that provided for the issuance of certain notes to the
Investors.

A full-text copy of the waiver and deferral of Oct. 1, 2008,
quarterly interest payment is available for free at
http://ResearchArchives.com/t/s?3672

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.

Wentworth Energy's balance sheet at Sept. 30, 2008, showed total
assets of $38,124,971 and total liabilities of $33,320,771,
and a stockholders' equity of $4,804,200.

For three months ended Sept. 30, 2008, the company reported net
loss of 3,750,198 compared to net loss of $1,958,376 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company earned
$3,270,952 compared to net income of $65,361,213 for the same
period in the previous year.

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.


WENTWORTH ENERGY: President M. Studdard Retires, Drops Contract
---------------------------------------------------------------
Michael S. Studdard, president of Wentworth Energy, Inc., retired
from his position as president of the company effective Nov. 7,
2008.  In connection with Mr. Studdard's retirement, on Nov. 5,
2008, the company agreed to and accepted Mr. Studdard's
termination of the consulting agreement by and between the company
and Mr. Studdard dated July 25, 2006.  Effective Nov. 7, 2008, all
of Mr. Studdard's responsibilities and duties as president of the
company cease.

Mr. Studdard agreed that no severance fee will be payable and
agreed that the outstanding monthly fees payable to him under the
Consulting Agreement will continue to remain deferred, and will
not be payable, until such time as the company determines, in it
sole discretion, that it has adequate net operating cash flow to
pay the deferred compensation.  Mr. Studdard will remain a
director of the company.

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.

Wentworth Energy's balance sheet at Sept. 30, 2008, showed total
assets of $38,124,971 and total liabilities of $33,320,771,
and a stockholders' equity of $4,804,200.

For three months ended Sept. 30, 2008, the company reported net
loss of 3,750,198 compared to net loss of $1,958,376 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company earned
$3,270,952 compared to net income of $65,361,213 for the same
period in the previous year.

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.


* Moody's Downgrades Rating on 382 Notes from CDO Transactions
--------------------------------------------------------------
Moody's Investors Service has downgraded its ratings of 382 Notes
issued by certain collateralized debt obligation transactions
backed by structured finance securities, each of which originated
in 2005.

Moody's explained that the rating actions taken are the result of
the application of revised and updated key modelling parameter
assumptions that Moody's uses to rate and monitor ratings of SF
CDOs.  The revisions affect the three key parameters in Moody's
model for rating SF CDOs: asset correlation, default probability
and recovery rate

Moody's noted that most of the lowered ratings remain on review
for possible downgrade due to the continuing weakness in the
performance of and outlook for structured finance securities that
back SF CDOs.

Moody's anticipates that in the coming days it will announce
additional rating actions applicable to SF CDOs of earlier
vintages as the revised assumptions are applied to those
transactions.

The rating actions are:

Grand Avenue CDO I Ltd

Class Description: Class A-1A Floating Rate Term Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: Class A-1B Floating Rate Delayed Draw Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: Class A-2 Floating Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Dutch Hill Funding I

Class Description: Class A-1A

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: Class A-1B

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: Class A-2L

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: Class A-2X

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Manasquan CDO 2005-1, Ltd.

Class Description: US$195,000,000 Class A-ILA Floating Rate Notes
Due 2045-1

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$23,000,000 Class A-1LB Floating Rate Notes
Due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 7/11/2008

Barrington CDO Ltd.

Class Description: US$701,000,000 Class A-1M(A) Floating Rate
Notes Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$701,000,000 Class A-1M(B) Fixed Rate Notes
Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$99,000,000 Class A-1Q(A) Floating Rate Notes
Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$99,000,000 Class A-1Q(B) Fixed Rate Notes
Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$8,200,000 Class X Floating Rate Notes Due
2045

  -- Current Rating: Aaa, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 12/28/2005

IXIS ABS CDO 1 LTD.

Class Description: Class X Notes Due January 2013

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: Class A-1LA Investor Swap

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Newcastle CDO VII, Limited

Class Description: Class I-A

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 12/21/2005

Class Description: Class I-B

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1
  -- Prior Rating Date: 12/21/2005

Class Description: Class II

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2
  -- Prior Rating Date: 12/21/2005

Class Description: Class III

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3
  -- Prior Rating Date: 12/21/2005

Class Description: Class IV-FL

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Class Description: Class IV-FX

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Highgate ABS CDO, Ltd.

Class Description: US$601,200,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2046

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$71,918,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$50,201,000 Class B Third Priority Secured
Floating Rate Notes Due 2046

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

SUMMER STREET 2005-HG1, LTD.

Class Description: US$935,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2045-1

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: US$100,000,000 Class A-2 Floating Rate Senior
Secured Notes due 2045

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: US$21,500,000 Class B Floating Rate Subordinate
Secured Notes due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: US$15,000,000 Class C Floating Rate Subordinate
Secured Deferrable Notes due 2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: US$13,100,000 Class D Floating Rate Subordinate
Secured Deferrable Notes due 2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Sherwood II CDO

Class Description: A-1

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: A-2

  -- Current Rating: Ca
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: B

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: Combo Note

  -- Current Rating: Ca
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Tricadia CDO 2005-4, Ltd.

Class Description: Class A-1LA

  -- Current Rating: Aa2, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 12/22/2005

Class Description: Class A-1LB

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 12/22/2005

Class Description: Class A-2L

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2
  -- Prior Rating Date: 12/22/2005

Class Description: Class A-3L

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: 12/22/2005

Class Description: Class B-1L

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2
  -- Prior Rating Date: 12/22/2005

Benazzi CDO 2005-1, Ltd.

Class Description: Class A

  -- Current Rating: Ca
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class B

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class C

  -- Current Rating: Ca
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Broderick CDO 1 Ltd.

Class Description: $250,000 Class A-1V First Priority Senior
Secured Voting Floating Rate Notes due 2043

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: $354,750,000 Class A-1NVA First Priority Senior
Secured Non-Voting Floating Rate Notes due 2043

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: $485,000,000 Class A-1NVB First Priority Senior
Secured Non-Voting Floating Rate Delayed Draw Notes due 2043

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: $85,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2043

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Class Description: $43,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2043

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Lenox CDO, Ltd.

Class Description: US$70,000,000 Class A-1S First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2043-1

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$75,000,000 Class A-1J Second Priority Senior
Secured Floating Rate Notes due 2043

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

MKP CBO V, LTD.

Class Description: US$ 486,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due January 2046-1

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$ 94,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due January 2046

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 6/18/2008

ABSpoke 2005-X, Ltd.

Class Description: Yen2,000,000,000 Variable Floating Rate Notes
Due 2015

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

North Street Referenced Linked Notes, 2005-8 Limited

Class Description: Class A Floating Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Ambassador Structured Finance CDO, Ltd.

Class Description: US$800,000,000 Class A-1 Floating Rate Notes
Due July 2041

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: US$112,000,000 Class A-2 Floating Rate Notes
Due July 2041

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: US$35,000,000 Class B Floating Rate Notes Due
July 2041

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Buckingham CDO II Ltd.

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

Class Description: Class C

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

Class Description: Class A LT Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

Class Description: Base Liquidity Advances

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

E*TRADE ABS CDO IV, LTD.

Class Description: US$ 7,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2042-1

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: US$152,800,000 Class A-1B-1 First P riority
Senior Secured Floa ting Rate Delayed Draw Notes Due 2042

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: US$38,200,000 Class A-1B-2 First P riority
Senior Secured Floating Rate Notes Due 2042

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: US$21,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2042

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Hereford Street ABS CDO I, Ltd.

Class Description: Class A-1

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class A-2

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Mercury CDO II, Ltd.

Class Description: US$855,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/22/2008

Crystal River CDO 2005-1, Ltd.

Class Description: US$ 109,750,000 Class A Floating Rate Notes due
2046

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Class Description: US$ 20,500,000 Class C Floating Rate Notes due
2046

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Pinetree CDO LTD.

Class Description: US$195,000,000 Class A-1S Senior Secured
Floating Rate Notes due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$33,000,000 Class A-1J Senior Secured
Floating Rate Notes due 2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$27,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2045

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Ayresome CDO I,Ltd.

Class Description: Class A-1a Notes

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: Class A-1b Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: Class A-2 Notes

  -- Current Rating: Ca
  -- Prior Rating: Caa3, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: Class A-3 Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Skybox CDO, Ltd.

Class Description: US$38,000,000 Class A Senior Secured Floating
Rate Notes Due 2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$61,000,000 Class B Senior Secured Floating
Rate Notes Due 2040

  -- Current Rating: Ca
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$54,000,000 Class C Senior Secured Deferrable
Floating Rate Notes Due 2040

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$5,000,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2040

  -- Current Rating: Ca
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Super Senior Swap

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Verde CDO Ltd.

Class Description: Class A-1 Floating Rate Notes

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class A-2 Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Raffles Place Funding, Ltd.

Class Description: Funding Notes/CP Notes-1

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 7/11/2008

Class Description: Class A-1a

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 7/11/2008

Class Description: Class A-1b Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 7/11/2008

Adirondack 2005-2 Ltd

Class Description: US$ 271,920,000 Class A-1LT-a Floating Rate
Notes Due 2041

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: US$ 61,800,000 Class A-2 Floating Rate Notes
Due 2041

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: US$58,710,000 Class B Floating Rate Notes Due
2041

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: US$30,900,000 Class C Floating Rate Notes Due
2041

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: US$ 24,720,000 Class D Floating Rate Notes Due
2041

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: US$ 0 Class A-1LT-b Floating Rate Notes Due
2041

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Altius II Funding, Ltd.

Class Description: Class A-1 Floating Rate Notes

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class A-2 Floating Rate Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Duke IX

Class Description: Senior Swap

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: A1

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: A2V

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: A2F

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Combo Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Pine Mountain CDO Ltd.

Class Description: Class A-1

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class A-2

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class A-3

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class B

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class C

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Diogenes CDO I

Class Description: Class A-1

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class A-2

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Tremonia CDO 2005-1 PLC

Class Description: US$825,000,000 Class A-1 Tremonia CDO 2005-1
PLC Floating Rate Notes Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 12/1/2008

ABACUS 2005-5

Class Description: A

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Klio III Funding, Ltd.

Class Description: US $3,583,142,000 Class F Float Rate Funded
Note Due 11/1/2040

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 12/4/2008

Static Residential CDO 2005-B Ltd.

Class Description: Class A-1

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class A-2

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class B Floating Rate Notes

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class C Deferrable Interest Floating Rate Notes

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class D Deferrable Interest Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Lexington Capital Funding, LTD

Class Description: US$135,000,000 Class A-1AV First Priority
Senior Secured Voting Floating Rate Notes Due May 6, 2042

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$72,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due May 6, 2042

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$44,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due May 6, 2042

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$10,000,000 Class C Fourth Priority Senior
Deferrable Secured Floating Rate Notes Due May 6, 2042

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$250,000 Class A-1B First Priority Senior
Secured Floating Rate Notes Due May 6, 2042

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$199,750,000 Class A-1ANV First Priority
Senior Secured Non-Voting Floating Rate Notes Due May 6, 2042

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Orient Point CDO, Ltd.

Class Description: Class A-1V First Priority Senior Secured Voting
Floating Rate

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A-1NVA First Priority Senior Secured Non-
Voting Floating Rate Delayed Draw Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A 1NVB First Priority Senior Secured Non-
Voting Floating Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Porter Square CDO III, Ltd.

Class Description: US$240,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2041

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$56,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2041

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$48,000,000 Class B Senior Secured Floating
Rate Notes Due 2041

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

G Street Finance Ltd.

Class Description: US$ 266,000,000 Class A-1LT-a Floating Rate
Notes Due 2041

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$ 50,900,000 Class A-2 Floating Rate Notes
Due 2041

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$57,000,000 Class B Floating Rate Notes Due
2041

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$ 0 Class A-1LT-b Floating Rate Notes Due
2041

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

SUMMER STREET 2005-1, LTD.

Class Description: US$279,000,000 Class A-1 Floating Bate Senior
Secured Notes due 2045

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$38, 000,000 Class A-2 Floating Rate Senior
Secured Notes due 2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$33, 000,000 Class A-3 Floating Rate Senior
Secured Notes due 2045

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Zais Investment Grade Limited VII

Class Description: US$215,000,000 Class A-1A Senior Secured
Floating Rate Notes due 2040

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Class Description: US$15,000,000 Class A-1B Senior Secured Fixed
Rate Notes due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Class Description: US$27,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2040

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Class Description: US$72,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2040

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Class Description: US$61,200,000 Type I Composite Obligations Due
2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Class Description: US$10,000,000 Type III Composite Obligations
Due 2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 6/5/2008

Davis Square Funding V, Ltd.

Class Description: Up to US$1,740,000,000 Class A-1-a Floating
Rate Notes Due 2040

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Class Description: Up to US$1,740,000,000 Class A-1-b Floating
Rate Notes Due 2040

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Class Description: US$18,000,000 Class S Floating Rate Note Due
2016

  -- Current Rating: Aaa, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 10/31/2005

Class Description: US$80,000,000 Class A-2 Floating Rate Notes Due
2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Tourmaline CDO I Ltd.

Class Description: US$487,500,000 Class I Senior Variable Funding
Floating Rate Notes Due 2040-1

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

Class Description: US$112,500,000 Class II Senior Floating Rate
Notes Due 2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

TABS 2005-3, Ltd.

Class Description: US$195,000,000 Class A-1 Senior Secured
Floating Rate Delayed Draw Term Notes Due 2045

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$35,000,000 Class A-2 Senior Secured Floating
Rate Term Notes Due 2045

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$33,000,000 Class B Senior Secured Floating
Rate Term Notes Due 2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Khaleej II CDO, Ltd.

Class Description: Khaleej II CDO Super Senior US $502,5000,000
33%-100% Tranche

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Inman Square Funding II

Class Description: Class I Senior Secured Floating Rate Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class II Senior Secured Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class III Mezzanine Secured Floating Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: Class III Mezzanine Secured Fixed Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

House of Europe Funding IV PLC

Class Description: EUR 740,000,000 Class A1 House of Europe
Funding IV PLC Floating Rate Notes due 2090

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 9/29/2005

Class Description: EUR 130,000,000 Class A2 House of Europe
Funding IV PLC Floating Rate Notes due 2090

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 11/19/2008

Class Description: EUR 62,500,000 Class B House of Europe Funding
IV PLC Floating Rate Notes due 2090

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/19/2008

Class Description: EUR 5,000,000 Class C House of Europe Funding
IV PLC Floating Rate Notes due 2090

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 11/19/2008

Dallaglio CDO 2005-3 Ltd.

Class Description: Class B Fixed Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

ACA ABS 2005-2, Limited

Class Description: Class A1S Senior Floating Rate Notes Due
December 2044-1

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class A1J Senior Floating Rate Notes Due
December 2044

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class A2F Senior Fixed Rate Notes Due December
2044

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class A2V Senior Floating Rate Notes Due
December 2044

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class A3 Deferrable Floating Rate Notes Due
December 2044

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class B Deferrable Floating Rate Notes Due
December 2044

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Capella Funding, Ltd.

Class Description: Class A Floating Rate Notes due 2045

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 12/1/2008

Class Description: Class B Floating Rate Notes due 2045

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 12/1/2008

Class Description: Class C Floating Rate Notes due 2045

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 12/1/2008

Kenmare 2005-I, Ltd.

Class Description: Variable Floating Rate Notes due 2048

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Altius Funding I

Class Description: US$ 354,000,000 Class A-1LT-a Floating Rate
Notes Due 2040

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: US$ 75,000,000 Class A-2 Floating Rate Notes
Due 2040

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: US$ 85,000,000 Class B Floating Rate Notes Due
2040

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: US$ 0 Class A-1LT-b Floating Rate Notes Due
2040

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Commodore IV CDO

Class Description: Class A-1(a) Floating Rate Variable Funding
Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Class Description: Class A-1(b) Floating Rate Notes

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Class Description: Class A-2 Floating Rate Notes

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

McKinley II Funding, Ltd.

Class Description: US$71,000,000 Class A-1 Floating Rate Notes Due
2045

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 8/15/2008

Monroe Harbor CDO 2005-1 LTD.

Class Description: Class A-1A Floating Rate Notes Due December
2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: Class A-1B Floating Rate Notes Due December
2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Jupiter High-Grade CDO III, LTD

Class Description: Class A-1

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A-2A

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A-2B

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Fort Dearborn CDO I Ltd.

Class Description: Class A-1LB Floating Rate Notes Due September
2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Class Description: Class X Notes Due September 2012

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Class Description: Class A-1LA Super Senior

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 10/27/2008

Pascal CDO, LTD.

Class Description: US$70,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2045-1

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 10/23/2008

Class Description: US$44,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2045

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Duke Funding High Grade III Ltd.

Class Description: A-1A Senior Secured Floating Rate Notes Due
2049

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: A-1B1 Senior Secured Floating Rate Notes Due
2049

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: A-1B2 Senior Secured Floating Rate Interest
Only Notes Due 2049

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Glacier Funding CDO III, LTD.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

ABACUS 2005-3, Ltd Class A2

Class Description: A-2

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

ABACUS 2005-3, Ltd. Class B

Class Description: B

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

ABACUS 2005-3, Ltd. Class C

Class Description: Class C Series 1 Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: Class C Series 2 Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

ABACUS 2005-3, Ltd. Class D

Class Description: Class D

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: US$37,000,000 Class D Series 2 Floating Rate
Notes, Due 2039

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Class Description: US$15,000,000 Class D Series 3 Floating Rate
Notes, Due 2039

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

ABACUS 2005-3, Ltd. Class E

Class Description: E

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 6/6/2008

Abacus 2005-3, Ltd. Class A-1

Class Description: A-1

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/9/2008

Buckingham CDO LTD.

Class Description: Class A LT Notes

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Base Liquidity Advances

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Pioneer Valley Structured Credit CDO I Ltd.

Class Description: Class A-1A Floating Rate Notes Due 2045

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: Class A-2 Floating Rate Notes Due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: Class X Notes Due 2010 (with a Class X Fixed
Notional Amount of $23,478,000)

  -- Current Rating: Aaa, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 9/30/2005

Class Description: Class A-1B Floating Rate Notes Due 2045

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Ischus CDO II, Ltd.

Class Description: US$214,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due 2040 (the "Class A-1A Notes")

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: US$50,000,000 Class A-1B First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2040 (the "Class A-1B
Notes")

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

CLOSpoke 2005-IA, Ltd.

Class Description: Variable Floating Rate Notes due 2019

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 8/4/2008

Gemstone CDO III

Class Description: Class A-1 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Class Description: Class A-2 Notes

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Class Description: Class A-3 Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/3/2008

Neptune CDO II, Ltd.

Class Description: US$198,000,000 Class A-1 Senior Secured
Floating Rate Notes Due 2045

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 7/17/2008

Class Description: US$52,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2045

  -- Current Rating: Ca
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 7/17/2008

Portfolio CDS Trust 61

Class Description: Super Senior

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 7/29/2005

NORTH COVE CDO LTD.

Class Description: Supersenior

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class A First Priority Secured Floating Rate
Notes

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class B Second Priority Secured Floating Rate
Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class C Third Priority Secured Deferrable
Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Sorin Real Estate CDO I Ltd

Class Description: Class A1 Floating Rate Senior Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 8/9/2005

Class Description: Class A2 Floating Rate Senior Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1
  -- Prior Rating Date: 8/9/2005

Class Description: Class B Floating Rate Senior Notes

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2
  -- Prior Rating Date: 8/9/2005

Class Description: Class C Floating Rate Subordinate Notes

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2
  -- Prior Rating Date: 8/9/2005

Class Description: Class D Floating Rate Subordinate Notes

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2
  -- Prior Rating Date: 8/9/2005

Class Description: Class E Floating Rate Subordinate Notes

  -- Current Rating: Ba3, under review for possible downgrade
  -- Prior Rating: Baa3
  -- Prior Rating Date: 8/9/2005

Class Description: Class F Fixed Rate Subordinate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2
  -- Prior Rating Date: 8/9/2005

Dallaglio CDO 2005-2 LTD

Class Description: Class B Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class C Floating Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class D Floating Rate Notes

  -- Current Rating: Ca
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

ABSpoke 2005-VIA, Ltd.

Class Description: Variable Floating Rate Notes due 2039

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Rutland Rated Investments Series 13 (Villa 2005-1)

Class Description: Secured Floating Rate Credit Linked Notes due
2042

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Rutland Rated Investments Series 14 (Villa 2005-1)

Class Description: Secured Floating Rate Credit Linked Notes due
2042

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Independence VI CDO, Ltd.

Class Description: US$675,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/6/2008

Class Description: US$94,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 5/6/2008

Class Description: US$92,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Ca
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

TORO ABS CDO I, LTD.

Class Description: US$895,000,000 Class A First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2042

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/21/2008

Static Residential Trust 2005-A, Ltd.

Class Description: Class A-1

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class A-2

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class B

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class C

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Class Description: Class D

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 4/24/2008

Vertical ABS CDO 2005-1

Class Description: Class A-1 SENIOR SECURED FLOATING RATE TERM
NOTES-1

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class A-2 SENIOR SECURED FLOATING RATE TERM
NOTES-2

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class B SENIOR SECURED FLOATING RATE TERM
NOTES-3

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Class Description: Class C SENIOR SECURED FLOATING RATE DEFERRABLE
INTEREST TERM NOTES-4

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/29/2008

Belle Haven ABS CDO 2005-1

Class Description: Class A-1

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Coolidge Funding, LTD.

Class Description: Class A-1 Floating Rate Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class A-2 Floating Rate Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 6/4/2008

Class Description: Class B Floating Rate Notes

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class C Dererrable Floating Rate Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class D Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

House of Europe Funding I, Ltd.

Class Description: Class A

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/21/2008

Saturn Ventures 2005-1, Ltd

Class Description: Class A-1 Floating Rate Senior Secured Notes-1

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class A-2 Floating Rate Senior Secured Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Tricadia CDO 2005-3 Ltd.

Class Description: Class A-1L Floating Rate Notes Due June 2041-1

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/30/2005

Class Description: Class A-2L Floating Rate Notes Due June 2041

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2
  -- Prior Rating Date: 6/30/2005

Class Description: Class A-3L Floating Rate Notes Due June 2041

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class B-1L Floating Rate Notes Due June 2041-1

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class X Notes Due June 2010

  -- Current Rating: Aaa, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/30/2005

ABACUS 2005-2

Class Description: Class A-2

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: Class A-3

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Class Description: US$72,500,000 Class A-1 Floating Rate Notes Due
2045

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 6/9/2008

Kleros Preferred Funding, Ltd.

Class Description: Class A-1 Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class A-2 Notes

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class B Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Gloucester Street ABS CDO I, Ltd.

Class Description: US$890,000,000 Class A-1 Floating Rate Notes
Due June 2040

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$37,000,000 Class A-2 Floating Rate Notes Due
June 2040

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$31,500,000 Class B Floating Rate Notes Due
June 2040

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

Class Description: US$15,500,000 Class C Floating Rate Deferrable
Interest Notes Due June 2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

South Coast Funding VII Ltd

Class Description: US$45,000,000 Class A-1AV First Priority Senior
Secured Voting Floating Rate Notes Due 2041-1

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$773,750,000 Class A-1ANV First Priority
Senior Secured Non-Voting Floating Rate Notes Due 2041

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: US$250,000 Class A-1B First Priority Senior
Secured Floating Rate Notes Due 2041

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Repacs Trust Series: Warwick

Class Description: Class A Debt Unit

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3
  -- Prior Rating Date: 7/17/2008

Class Description: Class B Debt Unit

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1
  -- Prior Rating Date: 7/17/2008

NORTHWALL FUNDING CDO I, LTD.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Athos Funding, Ltd.

Class Description: US$40,000,000 Class A-1 Floating Rate Notes Due
2043

  -- Current Rating: Ca
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 6/11/2008

Adirondack 2005-1

Class Description: US$ 267,500,000 Class A-1LT-a Floating Rate
Notes Due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 11/20/2008

Class Description: US$ 60,800,000 Class A-2 Floating Rate Notes
Due 2040

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/20/2008

Class Description: US$ 57,700,000 Class B Floating Rate Notes Due
2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 11/20/2008

Class Description: US$ 1,070,100,000 Class A-1LT-b Floating Rate
Notes Due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 11/20/2008

Gemstone CDO II Ltd.

Class Description: Class A-1 Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/1/2008

Class Description: Class A-2 Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Class Description: Class A-3 Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/1/2008

Class Description: Class B Notes

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Class Description: Class C Notes

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Class Description: Class D Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Class Description: Class E Notes

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Class Description: Class F Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 12/23/2007

Morgan Stanley ACES SPC, Series 2005-12

Class Description: US$10,000,000 Secured Floating Rate Notes due
2014

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/30/2008

ABSpoke 2005-IC2, Ltd.

Class Description: Variable Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Longport Funding II, Ltd.

Class Description: US$195,000,000 Class A1S Senior Secured
Floating Rate Notes due 204

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 6/16/2005

Class Description: US$35,000,000 Class A1J Senior Secured Floating
Rate Notes due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$30,000,000 Class A2 Senior Secured Floating
Rate Notes due 2040

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 11/25/2008

Class Description: US$13,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due 2040,

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 11/25/2008

ABSpoke 2005-IVA, Ltd.

Class Description: Variable Floating Rate Notes due 2039

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: B1, under review for possible downgrade
  -- Prior Rating Date: 4/30/2008

Camber 3 plc

Class Description: S

  -- Current Rating: Aaa, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 5/3/2005

Class Description: A-1

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: A-2

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Newcastle CDO VI, Limited

Class Description: Class I-MM Floating Rate Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/26/2005

Orchid Structured Finance CDO II, LTD

Class Description: US$204,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2043

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2043

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Class Description: US$26,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2043

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Trinity CDO, Ltd.

Class Description: Class A-1 Notes

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: Class A-2 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: Class A-3 Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class V Funding, Ltd.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Delayed Draw Notes due 2045

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes due 2045

  -- Current Rating: Ca
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 7/30/2008

High Grade Structured Credit CDO 2005-1 Ltd

Class Description: the US$674,000,000 Class A-1 First Priority
Senior Secured Floating Rate Notes Due 2040

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: the US$50,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: the US$17,650,000 Class B Third Priority Senior
SEcured Floating Rate Notes Due 2040

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: the US$30,000,000 Class X Mezzanine Secured
Deferrable Fixed Rate Notes Due 2040

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

Class Description: the US$21,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2040

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 10/31/2008

ABSpoke 2005-IA, Ltd.

Class Description: Variable Floating Rate Notes due 2042

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Davis Square Funding IV, Ltd.

Class Description: US$ 387,000,000 Class A-1LT-a Floating Rate
Notes Due 2040

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: US$ 40,000,000 Class A-2 Floating Rate Notes
Due 2040

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: US$ 64,875,000 Class B Floating Rate Notes Due
2040

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Baa3, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: Class A-1LT-b Floating Rate Notes Due 2040

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/23/2008

Class Description: US$ 2,000,000 Class E Deferrable Floating Rate
Notes Due 2040

  -- Current Rating: A2
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 4/3/2008

Kent Funding, Ltd.

Class Description: Class A-1 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

Class Description: Funding Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/28/2008

FORT SHERIDAN ABS CDO, LTD.

Class Description: Class A-1 Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class A-2 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Class Description: Class B Notes

  -- Current Rating: Caa1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 6/2/2008

Huntington CDO, Ltd.

Class Description: Class A-1A First Priority Senior Secured
Floating Rate Notes Due 2040

  -- Current Rating: Aa2, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/5/2005

Class Description: Class A-1B First Priority Senior Secured
Floating Rate Notes Due 2040

  -- Current Rating: Aa2, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/5/2005

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes Due 2040

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 4/5/2005

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes Due 2040

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Class Description: Class C-1 Fourth Priority Senior Secured
Floating Rate Deferrable Notes Due 2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Class Description: Class C-2 Fourth Priority Senior Secured Fixed
Rate Deferrable Notes Due 2040

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Jupiter High Grade CDO II, Ltd.

Class Description: Class A-1

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class A-2

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 11/7/2008

ABSpoke 2005-IC, Ltd.

Class Description: Fixed Rate Notes due 2042

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Acacia CDO 7, Ltd.

Class Description: Class A Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class B Notes

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class C Notes

  -- Current Rating: Ba2, under review for possible downgrade
  -- Prior Rating: Baa2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class D Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

North Street Referenced Linked Notes, 2005-7 Limited

Class Description: Class A Floating Rate Notes

  -- Current Rating: Baa2, under review for possible downgrade
  -- Prior Rating: A2, under review for possible downgrade
  -- Prior Rating Date: 4/29/2008

Class Description: Class B-1 Floating Rate Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 4/29/2008

Class Description: Class B-2 Floating Rate Notes

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 4/29/2008

Class Description: Class C Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 4/29/2008

MKP CBO IV Inc.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes, Due 2040

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/25/2005

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes, Due 2040

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

Class Description: Class B Third Priority Senior Secured Floating
Rate Notes, Due 2040

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 10/30/2008

ABACUS 2005-1, Ltd.

Class Description: Class A-1

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: Class A-2

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: Class B

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

ACA ABS 2005-1, Limited

Class Description: Class A-1 Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/31/2005

Class Description: Class A-2 Notes

  -- Current Rating: Baa1, under review for possible downgrade
  -- Prior Rating: A1, under review for possible downgrade
  -- Prior Rating Date: 11/19/2008

Class Description: Class B Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: B3, under review for possible downgrade
  -- Prior Rating Date: 11/19/2008

Commodore CDO III, Ltd.

Class Description: Class A-1A First Priority Senior Secured
Floating Rate Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class A-1B First Priority Senior Secured
Floating Rate Notes

  -- Current Rating: Aa3, under review for possible downgrade
  -- Prior Rating: Aaa
  -- Prior Rating Date: 3/2/2005

Class Description: Class A-1C First Priority Senior Secured
Floating Rate Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class A-2 Second Priority Senior Secured
Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Class Description: Class B Third Priority Secured Floating Rate
Notes

  -- Current Rating: Caa2, under review for possible downgrade
  -- Prior Rating: B2, under review for possible downgrade
  -- Prior Rating Date: 11/10/2008

Morgan Stanley ACES SPC, Series 2005-5

Class Description: Notes Due July 7, 2014

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 5/18/2008

Duke Funding High Grade I, Ltd.

Class Description: $660,000,000 Class A-1 LT-a Senior Secured
Floating Rate Notes Due 2040

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: Class A-1 LT-b1 Senior Secured Floating Rate
Notes Due 2045

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Class Description: Class A-1 LT-b2 Senior Secured Floating Rate
Notes Due 2045

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 11/5/2008

Neptune CDO 2004-1 LTD

Class Description: Class A-1LA Floating Rate Notes

  -- Current Rating: A1, under review for possible downgrade
  -- Prior Rating: Aa1, under review for possible downgrade
  -- Prior Rating Date: 5/16/2008

Class Description: Class A-1LB Floating Rate Notes

  -- Current Rating: A3, under review for possible downgrade
  -- Prior Rating: Aa3, under review for possible downgrade
  -- Prior Rating Date: 5/16/2008

Class Description: Class A-2L Floating Rate Notes

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/16/2008

Class Description: Class A-3L Floating Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 5/16/2008

Class Description: Class B-1L Floating Rate Notes

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 5/16/2008

River North CDO Ltd.

Class Description: US$193,500,000 Class A-1 Senior Secured
Floating Rate Notes Due 2040

  -- Current Rating: Ba1, under review for possible downgrade
  -- Prior Rating: Baa1, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$37,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2040

  -- Current Rating: B3, under review for possible downgrade
  -- Prior Rating: Ba3, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Class Description: US$33,000,000 Class B Senior Secured Floating
Rate Notes Due 2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 5/8/2008

Dallaglio CDO 2005-1, LTD.

Class Description: Class B Floating Rate Notes

  -- Current Rating: A2, under review for possible downgrade
  -- Prior Rating: Aa2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class C Floating Rate Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Prior Rating: A3, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Class Description: Class D Floating Rate Notes

  -- Current Rating: B2, under review for possible downgrade
  -- Prior Rating: Ba2, under review for possible downgrade
  -- Prior Rating Date: 4/23/2008

Liberty Harbour CDO Ltd, 2005-1

Class Description: US$117,600,000 Class B Secured Floating Rate
Notes Due 2040

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa1, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: US$84,000,000 Class C Secured Floating Rate
Notes Due 2040-1

  -- Current Rating: Caa3, under review for possible downgrade
  -- Prior Rating: Caa2, under review for possible downgrade
  -- Prior Rating Date: 4/22/2008

Class Description: Class A LT-1 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/20/2008

Class Description: Class A LT-2 Notes

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/20/2008

Class Description: Base Liquidity Advances

  -- Current Rating: B1, under review for possible downgrade
  -- Prior Rating: Ba1, under review for possible downgrade
  -- Prior Rating Date: 5/20/2008


* S&P Junks Ratings on 3 Classes of Certs. From Three RMBS Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates from these three
residential mortgage-backed securities transactions backed by U.S.
prime jumbo mortgage collateral: Chase Mortgage Finance Trust
Series 2004-S2, Fifth Third Mortgage Loan Trust 2002-FTB1, and
Mortgage Pass-Through Trust 2004-HYB4.  At the same time, S&P
affirmed its ratings on 274 classes from various transactions,
including those with lowered ratings.

The downgrades reflect declining actual credit support and
negative projected credit support, which is insufficient to
support the ratings at their previous levels.  Based on the dollar
amount of loans currently in the delinquency pipeline of the
affected deals, losses are projected to further reduce credit
support.  In addition, current credit support for the classes S&P
downgraded to 'CCC' and 'CC' may not be sufficient to fully cover
projected losses, due to high delinquencies and projected losses
on the related mortgage collateral.  The seasoning of these deals
ranged from 51 months to 70 months as of the November 2008
distribution period.  Cumulative losses for the downgraded
transactions ranged from 0.00% to 0.24% of the original pool
balances. Total delinquencies ranged from 2.28% to 9.00% of the
current pool balances, while severe delinquencies (90-plus days,
foreclosures, and real estate owned) ranged from 1.13% to 4.89% of
the current pool balances.

The affirmations reflect actual and projected credit enhancement
percentages that are sufficient to support the current ratings.  A
senior-subordinate structure provides credit support for these
transactions.

The collateral backing the certificates originally consisted of
15- to 30-year, prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.

                         Ratings Lowered

           Chase Mortgage Finance Trust Series 2004-S2
                        Series    2004-S2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-4        16162WHC6     CCC            B

             Fifth Third Mortgage Loan Trust 2002-FTB1
                       Series    2002-FTB1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           C-B-3      2254W0AZ8     BB             BBB

              Mortgage Pass-Through Trust 2004-HYB4
                       Series    2004-HYB4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        12669FW33     BB             BBB
           B-3        12669FW41     CCC            BB
           B-4        12669FW58     CC             B

                         Ratings Affirmed

               Bear Stearns Mortgage Securities Inc.
                         Series    1997-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-I        073914VG5     AAA
                 A-II       073914VH3     AAA
                 A-III      073914VJ9     AAA
                 A-IV       073914VK6     AAA
                 B-1        073914VM2     AAA
                 B-2        073914VN0     AA
                 B-3        073914VP5     A


           Chase Mortgage Finance Trust, Series 2002-S4
                         Series    2002-S4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-23       16162TT63     AAA
                 A-P        16162TT71     AAA
                 M          16162TT97     AAA
                 B-1        16162TU20     AAA
                 B-2        16162TU38     AAA

           Chase Mortgage Finance Trust, Series 2002-S6
                        Series    2002-S6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-4       16162TV37     AAA
                 IIA-1      16162TV52     AAA
                 A-X        16162TV60     AAA
                 A-P        16162TV78     AAA
                 M          16162TV94     AAA
                 B-1        16162TW28     AAA
                 B-2        16162TW36     AAA

           Chase Mortgage Finance Trust, Series 2002-S8
                        Series    2002-S8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162RCH1     AAA
                 IA-P       16162RCJ7     AAA
                 IA-X       16162RCK4     AAA
                 IIA-1      16162RCL2     AAA
                 IIA-P      16162RCM0     AAA
                 IIA-X      16162RCN8     AAA
                 M          16162RCQ1     AAA
                 B-1        16162RCR9     AAA
                 B-2        16162RCS7     AA

           Chase Mortgage Finance Trust, Series 2003-S1
                        Series    2003-S1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162T2F2     AAA
                 IA-P       16162T2G0     AAA
                 IA-X       16162T2H8     AAA
                 IIA-1      16162T2J4     AAA
                 IIA-P      16162T2K1     AAA
                 IIA-X      16162T2L9     AAA
                 M          16162T2N5     AAA
                 B-1        16162T2P0     AA
                 B-2        16162T2Q8     BBB+

           Chase Mortgage Finance Trust, Series 2003-S3
                        Series    2003-S3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162T2U9     AAA
                 A-4        16162T2X3     AAA
                 A-8        16162T3B0     AAA
                 A-9        16162T3C8     AAA
                 A-10       16162T3D6     AAA
                 A-X        16162T3F1     AAA
                 A-P        16162T3G9     AAA
                 M          16162T3J3     AAA
                 B-1        16162T3K0     AA
                 B-2        16162T3L8     A

           Chase Mortgage Finance Trust, Series 2003-S4
                        Series    2003-S4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162T4D5     AAA
                 IA-2       16162T4E3     AAA
                 IA-3       16162T4F0     AAA
                 IA-4       16162T4G8     AAA
                 IA-5       16162T4H6     AAA
                 IA-6       16162T4J2     AAA
                 IA-8       16162T4L7     AAA
                 IA-9       16162T4M5     AAA
                 IA-10      16162T4N3     AAA
                 IA-11      16162T4P8     AAA
                 IA-12      16162T4Q6     AAA
                 IA-13      16162T4R4     AAA
                 IA-P       16162T4S2     AAA
                 IA-X       16162T5C6     AAA
                 IIA-1      16162T4T0     AAA
                 IIA-2      16162T4U7     AAA
                 IIA-3      16162T4V5     AAA
                 IIA-P      16162T4W3     AAA
                 IIA-X      16162T4X1     AAA
                 M          16162T4Z6     AA
                 B-1        16162T5A0     A
                 B-2        16162T5B8     BBB
                 B-3        16162T5D4     BB
                 B-4        16162T5E2     B

           Chase Mortgage Finance Trust, Series 2003-S5
                        Series    2003-S5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162T5G7     AAA
                 A-2        16162T5H5     AAA
                 A-3        16162T5J1     AAA
                 A-4        16162T5K8     AAA
                 A-5        16162T5L6     AAA
                 A-6        16162T5M4     AAA
                 A-7        16162T5N2     AAA
                 A-8        16162T5P7     AAA
                 A-9        16162T5Q5     AAA
                 A-X        16162T5R3     AAA
                 A-P        16162T5S1     AAA
                 B-1        16162T5U6     AA-
                 B-2        16162T5V4     BBB
                 B-3        16162T5W2     BB
                 B-4        16162T5X0     B+

           Chase Mortgage Finance Trust, Series 2003-S6
                        Series    2003-S6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162T6C5     AAA
                 A-2        16162T6D3     AAA
                 A-3        16162T6E1     AAA
                 A-X        16162T6F8     AAA
                 A-P        16162T6G6     AAA
                 M          16162T6J0     AA
                 B-1        16162T6K7     A
                 B-2        16162T6L5     BBB
                 B-3        16162T5Z5     BB
                 B-4        16162T6A9     B

           Chase Mortgage Finance Trust, Series 2003-S7
                        Series    2003-S7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162T6M3     AAA
                 A-2        16162T6N1     AAA
                 A-3        16162T6P6     AAA
                 A-4        16162T6Q4     AAA
                 A-X        16162T6R2     AAA
                 A-P        16162T6S0     AAA
                 M          16162T6U5     AA
                 B-1        16162T6V3     A
                 B-2        16162T6W1     BBB
                 B-3        16162T6X9     BB
                 B-4        16162T6Y7     B

           Chase Mortgage Finance Trust, Series 2003-S8
                        Series    2003-S8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162T7A8     AAA
                 A-2        16162T7B6     AAA
                 A-3        16162T7C4     AAA
                 A-X        16162T7D2     AAA
                 A-P        16162T7E0     AAA
                 M          16162T7G5     AA
                 B-1        16162T7H3     A
                 B-2        16162T7J9     BBB
                 B-3        16162T7K6     BB
                 B-4        16162T7L4     B

           Chase Mortgage Finance Trust, Series 2003-S9
                         Series    2003-S9

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162WAA7     AAA
                 A-X        16162WAB5     AAA
                 A-P        16162WAC3     AAA
                 M          16162WAE9     AA
                 B-1        16162WAF6     A
                 B-2        16162WAG4     BBB
                 B-3        16162WAH2     BB
                 B-4        16162WAJ8     B

           Chase Mortgage Finance Trust, Series 2003-S10
                       Series    2003-S10

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162WAL3     AAA
                 A-2        16162WAM1     AAA
                 A-3        16162WAN9     AAA
                 A-P        16162WAP4     AAA
                 A-X        16162WAU3     AAA
                 M          16162WAR0     AA
                 B-1        16162WAS8     A
                 B-2        16162WAT6     BBB
                 B-3        16162WAV1     BB
                 B-4        16162WAW9     B

           Chase Mortgage Finance Trust, Series 2003-S11
                        Series    2003-S11

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162WAY5     AAA
                 IIA-1      16162WAZ2     AAA
                 IIA-2      16162WBA6     AAA
                 IIA-3      16162WBB4     AAA
                 IIA-4      16162WBC2     AAA
                 IIA-5      16162WBD0     AAA
                 IIA-6      16162WBE8     AAA
                 IIA-7      16162WBF5     AAA
                 IIA-8      16162WBG3     AAA
                 IIA-9      16162WBH1     AAA
                 IIA-10     16162WBJ7     AAA
                 IIIA-1     16162WBK4     AAA
                 A-X        16162WBL2     AAA
                 A-P        16162WBM0     AAA
                 M          16162WBP3     AA
                 B-1        16162WBQ1     A
                 B-2        16162WBR9     BBB
                 B-3        16162WBS7     BB
                 B-4        16162WBT5     B

           Chase Mortgage Finance Trust Series 2003-S12
                        Series    2003-S12

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162WBV0     AAA
                 IA-2       16162WBW8     AAA
                 IA-3       16162WBX6     AAA
                 IA-P       16162WBY4     AAA
                 IIA-1      16162WBZ1     AAA
                 IIA-P      16162WCA5     AAA
                 A-X        16162WCB3     AAA
                 M          16162WCD9     AA
                 B-1        16162WCE7     A
                 B-2        16162WCF4     BBB
                 B-3        16162WCG2     BB
                 B-4        16162WCH0     B

           Chase Mortgage Finance Trust Series 2003-S13
                       Series    2003-S13

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162WCK3     AAA
                 A-2        16162WCL1     AAA
                 A-3        16162WCM9     AAA
                 A-5        16162WCP2     AAA
                 A-6        16162WCQ0     AAA
                 A-7        16162WCR8     AAA
                 A-8        16162WCS6     AAA
                 A-9        16162WCT4     AAA
                 A-10       16162WCU1     AAA
                 A-11       16162WCV9     AAA
                 A-12       16162WCW7     AAA
                 A-13       16162WCX5     AAA
                 A-14       16162WCY3     AAA
                 A-15       16162WCZ0     AAA
                 A-16       16162WDA4     AAA
                 A-18       16162WDC0     AAA
                 A-X        16162WDD8     AAA
                 M          16162WDF3     AA
                 B-1        16162WDG1     A
                 B-2        16162WDH9     BBB
                 B-3        16162WDJ5     BB
                 B-4        16162WDK2     B

           Chase Mortgage Finance Trust, Series 2004-S1
                        Series    2004-S1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        16162WHE2     AAA
                 A-2        16162WHF9     AAA
                 A-3        16162WHG7     AAA
                 A-4        16162WHH5     AAA
                 A-5        16162WHJ1     AAA
                 A-6        16162WHK8     AAA
                 A-7        16162WHL6     AAA
                 A-P        16162WHM4     AAA
                 M          16162WHP7     AA
                 B-1        16162WHQ5     A
                 B-2        16162WHR3     BBB
                 B-3        16162WHS1     BB
                 B-4        16162WHT9     B

           Chase Mortgage Finance Trust Series 2004-S2
                        Series    2004-S2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       16162WGF0     AAA
                 IA-2       16162WGG8     AAA
                 IA-3       16162WGH6     AAA
                 IA-4       16162WGJ2     AAA
                 IA-5       16162WGK9     AAA
                 IIA-1      16162WGL7     AAA
                 IIA-2      16162WGM5     AAA
                 IIA-3      16162WGN3     AAA
                 IIA-4      16162WGP8     AAA
                 IIA-5      16162WGQ6     AAA
                 IIA-6      16162WGR4     AAA
                 IIA-7      16162WGS2     AAA
                 IIA-8      16162WGT0     AAA
                 IIA-9      16162WGU7     AAA
                 A-P        16162WGV5     AAA
                 A-X        16162WGW3     AAA
                 M          16162WGY9     AA
                 B-3        16162WHB8     BB

            Fifth Third Mortgage Loan Trust 2002-FTB1
                       Series    2002-FTB1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      2254W0AN5     AAA
                 I-X        2254W0AT2     AAA
                 II-A-1     2254W0AP0     AAA
                 III-A-1    2254W0AQ8     AAA
                 III-X      2254W0AU9     AAA
                 IV-A-1     2254W0AR6     AAA
                 IV-X       2254W0AV7     AAA
                 V-A-1      2254W0AS4     AAA
                 V-X        2254W0AW5     AAA
                 C-B-1      2254W0AX3     AA+
                 C-B-2      2254W0AY1     AA

              Financial Asset Securitization, Inc.
                       Series    1997-NAMC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 FXS        31738VAL9     AAA
                 P          31738VAR6     AAA

               Global Mortgage Securitization Ltd.
                        Series    2004-A

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A1         378961AA4     AAA
                 A2         378961AB2     AAA
                 A3         378961AC0     AAA
                 R          378961AN6     AAA
                 X-A1       378961AD8     AAA
                 X-B        378961AE6     AAA
                 B1         378961AF3     AA+
                 B2         378961AG1     AA
                 B3         378961AH9     A
                 B4         378961AJ5     BBB
                 B5         378961AK2     BB
                 B6         378961AL0     B

                Homeside Mortgage Securities, Inc.
                         Series    1998-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-X        437609AM2     AAA

                Homeside Mortgage Securities, Inc.
                         Series    1998-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IA-1       437609AV2     AAA
                 IA-X       437609BC3     AAA
                 IIA-1      437609BE9     AAA
                 II-A-X     437609BG4     AAA

                 JPMorgan Mortgage Trust 2004-A5
                        Series    2004-A5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      466247FT5     AAA
                 1-A-2      466247FU2     AAA
                 1-A-3      466247FV0     AAA
                 2-A-1      466247FW8     AAA
                 2-A-2      466247FX6     AAA
                 2-A-3      466247FY4     AAA
                 2-A-4      466247GP2     AAA
                 3-A-1      466247FZ1     AAA
                 4-A-1      466247GA5     AAA
                 4-A-2      466247GB3     AAA
                 4-A-3      466247GC1     AAA
                 4-A-4      466247GD9     AAA
                 4-A-5      466247GE7     AAA
                 4-A-6      466247GQ0     AAA
                 B-1        466247GH0     AA
                 B-2        466247GJ6     A
                 B-3        466247GK3     BBB
                 B-4        466247GL1     BB
                 B-5        466247GM9     B

              Mortgage Pass-Through Trust 2004-HYB4
                       Series    2004-HYB4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A        12669FV67     AAA
                 2-A-1      12669FV75     AAA
                 2-A-2      12669FY72     AAA
                 3-A        12669FV83     AAA
                 M          12669FV91     AA
                 B-1        12669FW25     A


* S&P Junks Ratings on Classes O, P & Q of CMBS Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on a
resecuritized real estate mortgage investment conduit (re-REMIC)
transaction, Greenwich Capital Commercial Mortgage Trust 2007-RR2
(GCCMT 2007-RR2), and on two commercial real estate collateralized
debt obligation transactions, ACAS CRE CDO 2007-1 Ltd. (ACAS 2007-
1) and LNR CDO VI Ltd.'s series 2007-2 (LNR CDO VI):

  -- S&P lowered its ratings on 15 classes and removed them from
     CreditWatch with negative implications;

  -- S&P affirmed its ratings on 15 classes and removed them from
     CreditWatch with negative implications;

  -- S&P affirmed its ratings on 15 additional classes; and

  -- Four classes remain on CreditWatch with negative
     implications.

The rating actions reflect S&P's view of the exposure of the
affected transactions to CD 2007-CD4 Commercial Mortgage Trust (CD
2007-CD4).  Standard & Poor's lowered the ratings on six classes
from CD 2007-CD4 on Dec. 16, 2008 primarily due to S&P's
revaluation of the Riverton Apartments loan.  Several classes from
CD 2007-CD4 are held as collateral in the three transactions.

Details on GCCMT 2007-RR2 are:

According to the Nov. 21, 2008, trustee report, GCCMT 2007-RR2 is
collateralized by 63 classes ($528.7 million, 100%) of pass-
through certificates from 29 distinct commercial mortgage-backed
securities transactions issued between 2005 and 2007.  No
transactions represent asset concentrations of 10% or more of
total assets.  Standard & Poor's rates $383.9 million (73%) of the
assets and credit estimates are outstanding for the remaining
collateral.  The transaction has not realized any principal losses
to date, and none of the current collateral pool is first-loss
CMBS assets.

GCCMT 2007-RR2 holds classes H, J, and K ($29 million, 6%) from CD
2007-CD4 as collateral.  The ratings on all three classes were
lowered as part of the CD 2007-CD4 actions, which led to the
downgrades of 15 classes from GCCMT 2007-RR2.

Details on LNR CDO VI are:

According to the Nov. 20, 2008, trustee report, LNR CDO VI is
collateralized by 132 classes ($1.103 billion, 100%) of pass-
through certificates from 28 distinct CMBS transactions issued in
2006 and 2007.  Standard & Poor's rates $608.1 million (55%) of
the assets and credit estimates are outstanding for the remaining
collateral.  The aggregate principal balance of the assets totaled
$1.103 billion, down $297,067 since issuance.  The reduction is
primarily due to principal losses realized on first-loss CMBS
assets, which currently represent $349.6 million (32%) of the
asset pool.

LNR CDO VI holds classes L, M, and N ($28 million, 3%) from CD
2007-CD4 as collateral.  The confidential credit estimates on each
class were lowered in conjunction with the rating actions on CD
2007-CD4.  While the credit profile of the collateral has weakened
due to the CD 2007-CD4 credit estimate revisions, the changes were
not sufficient to warrant rating actions.  As a result, S&P
affirmed its ratings on 12 classes and removed four of the
affirmed ratings from CreditWatch with negative implications.

These CMBS transactions represent asset concentrations of 10% or
more of total assets:

  -- Classes L, M, N, O, P, Q, and S ($149.7 million, 14%) from
     Greenwich Capital Commercial Funding Corp.'s series 2007-GG9;

  -- Classes J, L, M, N, O, P, Q, and T ($116.6 million, 11%) from
     GE Commercial Mortgage Corp. Series 2007-C1 Trust; and

  -- Classes K, L, M, N, O, P, Q, S, T, and U ($110.9 million,
     10%) from Wachovia Bank Commercial Mortgage Trust's series
     2007-C31.

Details on ACAS 2007-1 are:

According to the Nov. 17, 2008, trustee report, ACAS 2007-1's
current assets include 117 classes ($1.162 billion, 99%) of pass-
through certificates from 21 distinct CMBS transactions issued
between 2005 and 2007.  The aggregate principal balance of the
assets totaled $1.174 billion, down $483,777 since issuance.  The
reduction in aggregate principal balance is primarily due to
principal losses realized on first-loss CMBS assets, which
represent $494.3 million (42.1%) of total assets.

Classes L, M, N, O, P, Q, and S ($144.9 million, 12%) from CD
2007-CD4 are collateral for ACAS 2007-1.  The confidential credit
estimates on each class were lowered in conjunction with the
rating actions on CD 2007-CD4.  While the credit profile of the
collateral has weakened due to the CD 2007-CD4 credit estimate
revisions, the changes were not sufficient to warrant rating
actions.  As a result, S&P affirmed the ratings of nine classes
and removed them from CreditWatch with negative implications.

In addition, ACAS 2007-1 holds classes J through P ($55.5 million,
5%) from Banc of America Commercial Mortgage Trust 2006-3 (BACM
2006-3) as collateral.  S&P lowered the ratings on all seven of
the classes from BACM 2006-3, with the exception of the first-loss
class P, on Dec. 8, 2008, and left the ratings on CreditWatch with
negative implications.  The ratings on classes G-FL, G-FX, H, and
J from ACAS 2007-1 remain on CreditWatch with negative
implications due to the exposure to BACM 2006-3.

ACAS 2007-1's assets also include:

  -- Classes K through NR ($136.2 million, 12%) from JPMorgan
     Chase Commercial Mortgage Securities Corp.'s series 2005-
     LDP5;

  -- Classes L through S ($130 million, 11%) from Wachovia Bank
     Commercial Mortgage Trust's series 2006-C23; and

  -- Classes H through L ($11.8 million, 1%) from JPMorgan -CIBC
     Commercial Mortgage-Backed Securities Trust 2006-RR1, which
     is a re-REMIC transaction.

Standard & Poor's will update or resolve the CreditWatch negative
placements on ACAS 2007-1 in conjunction with S&P's CreditWatch
updates or resolutions on BACM 2006-3.

      Ratings Lowered and Removed from Creditwatch Negative

      Greenwich Capital Commercial Mortgage Trust 2007-RR2
                  CMBS pass-through certificates

                                    Rating
                                    ------
   Class                   To                      From
   -----                   --                      ----
   A2                      AA+                     AAA/Watch Neg
   A3                      AA-                     AA/Watch Neg
   B                       A+                      AA-/Watch Neg
   C                       A                       A+/Watch Neg
   D                       A-                      A+/Watch Neg
   E                       BBB+                    A-/Watch Neg
   F                       BBB                     BBB+/Watch Neg
   J                       BB                      BB+/Watch Neg
   K                       BB-                     BB/Watch Neg
   L                       B+                      BB/Watch Neg
   M                       B                       BB-/Watch Neg
   N                       B                       B+/Watch Neg
   O                       CCC+                    B/Watch Neg
   P                       CCC                     B-/Watch Neg
   Q                       CCC                     CCC+/Watch Neg

      Ratings Affirmed and Removed from Creditwatch Negative

       Greenwich Capital Commercial Mortgage Trust 2007-RR2
                 CMBS pass-through certificates

                                  Rating
                                  ------
Class                   To                      From
-----                   --                      ----
G                        BBB-                     BBB-/Watch Neg
H                        BB+                      BB+/Watch Neg

                    ACAS CRE CDO 2007-1 Ltd
                       Floating-rate notes

                                    Rating
                                    ------
   Class                   To                      From
   -----                   --                      ----
   A                      AA+                      AA+/Watch Neg
   B                      A                        A/Watch Neg
   C-FL                   BBB+                     BBB+/Watch Neg
   C-FX                   BBB+                     BBB+/Watch Neg
   D                      BBB+                     BBB+/Watch Neg
   E-FL                   BBB                      BBB/Watch Neg
   E-FX                   BBB                      BBB/Watch Neg
   F-FL                   BB+                      BB+/Watch Neg
   F-FX                   BB+                      BB+/Watch Neg

                          LNR CDO VI Ltd.
          Collateralized debt obligations series 2007-2

                                  Rating
                                  ------
Class                   To                      From
-----                   --                      ----
E                      BB+                          BB+/Watch Neg
F                      B+                           B+/Watch Neg
G                      B-                           B-/Watch Neg
H                      CCC                          CCC/Watch Neg

            Ratings Remaining on Creditwatch Negative

                    ACAS CRE CDO 2007-1 Ltd
                       Floating-rate notes

                Class                 Rating
                -----                 ------
                G-FL                  BB/Watch Neg
                G-FX                  BB/Watch Neg
                H                     B/Watch Neg
                J                     CCC+/Watch Neg

                         Ratings Affirmed

        Greenwich Capital Commercial Mortgage Trust 2007-RR2
                 CMBS pass-through certificates

                Class                 Rating
                -----                 ------
                A-1FL               AAA
                A-1FX               AAA
                X                   AAA

                    ACAS CRE CDO 2007-1 Ltd
                       Floating-rate notes

                Class                 Rating
                -----                 ------
                K                     CCC-
                L                     CCC-
                M                     CCC-
                N                     CCC-

                         LNR CDO VI Ltd.
          Collateralized debt obligations series 2007-2

                Class                 Rating
                -----                 ------
                A-1                    AA
                A-2                    AA
                B                      A
                C                      BBB-
                D                      BB+
                J                      CCC-
                K                      CCC-
                L                      CCC-


* S&P Puts Low-B Ratings on 9 Classes From 14 CDO Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 31
tranches from 14 U.S. trust preferred collateralized debt
obligation transactions and removed them from CreditWatch with
negative implications, where they were placed on July 16, 2008.
At the same time, S&P affirmed two ratings and removed them from
CreditWatch negative.  The affected CDO tranches have a combined
issuance amount of $3.68 billion.

The rating actions on the trust preferred CDOs listed below
reflect (i) modifications that Standard & Poor's has made to its
methodology for rating trust preferred CDOs; and (ii) S&P's
concerns that economic conditions have deteriorated, thereby
increasing the likelihood that institutions issuing hybrid
securities via the trust-preferred CDO sector will defer payments
on their trust preferred securities.

Trust preferred CDOs are collateralized by hybrid, or trust
preferred, securities that can generally be grouped into three
categories: bank trust preferred securities, issued by small to
midsize bank holding companies; insurance trust preferred
securities, issued by small to midsize insurance companies; and
real estate investment trust trust preferred securities, issued by
equity or mortgage REITs.  All of the transactions affected by the
rating actions are collateralized predominantly by bank trust
preferred securities.

On July 16, 2008, Standard & Poor's placed all of its outstanding
ratings on U.S. trust preferred CDO transactions on CreditWatch
negative as a result of changes being made to the assumptions S&P
use to rate these transactions, along with S&P's concerns that
current economic conditions in the U.S. have heightened the risk
that institutions issuing hybrid securities may defer payments on
their trust preferred securities.

                          Rating Actions

                                                 Rating
                                                 ------
  Transaction                           Class   To    From
  -----------                           -----   --    ----
ALESCO Preferred Funding I Ltd.       A-1     BBB+  AAA/Watch Neg
ALESCO Preferred Funding I Ltd.       A-2     BB    AAA/Watch Neg
ALESCO Preferred Funding II Ltd.      A-1     A+    AAA/Watch Neg
ALESCO Preferred Funding II Ltd.      A-2     BBB-  AAA/Watch Neg
ALESCO Preferred Funding III Ltd.     A-1     A+    AAA/Watch Neg
ALESCO Preferred Funding III Ltd.     A-2     BBB-  AAA/Watch Neg
Alesco Preferred Funding XVII Ltd.    A-1     BBB-  AAA/Watch Neg
Alesco Preferred Funding XVII Ltd.    A-2     BB    AAA/Watch Neg
MM Community Funding IX Ltd.          A-1     A     AAA/Watch Neg
MM Community Funding IX Ltd.          A-2     BBB+  AAA/Watch Neg
Preferred Term Securities VIII Ltd.   A-1     A-    AAA/Watch Neg
Preferred Term Securities VIII Ltd.   A-2     BBB   AAA/Watch Neg
Preferred Term Securities X Ltd.      A-1     A-    AAA/Watch Neg
Preferred Term Securities X Ltd.      A-2     BBB   AAA/Watch Neg
Preferred Term Securities X Ltd.      A-3     BBB   AAA/Watch Neg
Preferred Term Securities XV Ltd.     A-1     BBB-  AAA/Watch Neg
Preferred Term Securities XV Ltd.     A-2     BB-   AAA/Watch Neg
Preferred Term Securities XV Ltd.     A-3     BB-   AAA/Watch Neg
Preferred Term Securities XVI Ltd.    A-1     BBB-  AAA/Watch Neg
Preferred Term Securities XVI Ltd.    A-2     BB-   AAA/Watch Neg
Preferred Term Securities XVI Ltd.    A-3     BB-   AAA/Watch Neg
Preferred Term Securities XVII Ltd.   A-1     BBB-  AAA/Watch Neg
Preferred Term Securities XVII Ltd.   A-2     BB    AAA/Watch Neg
Trapeza CDO II LLC                    A1B     AA-   AAA/Watch Neg
Trapeza CDO IV LLC                    A1A     A     AAA/Watch Neg
Trapeza CDO IV LLC                    A1B     BBB-  AAA/Watch Neg
Tropic CDO II Ltd.                    A-1L    BBB-  AAA/Watch Neg
Tropic CDO II Ltd.                    A-2L    BB    AAA/Watch Neg
Tropic CDO IV Ltd.                    A-1L    A-    AAA/Watch Neg
Tropic CDO IV Ltd.                    A-2L    BBB+  AAA/Watch Neg
Tropic CDO IV Ltd.                    A-3L    BB+   AA-/Watch Neg

      Ratings Affirmed and Removed from Creditwatch Negative

                                               Rating
                                               ------
Transaction                           Class   To    From
-----------                           -----   --    ----
Preferred Term Securities VII Ltd.    A-2     AAA   AAA/Watch Neg
Trapeza CDO II LLC                    A1A     AAA   AAA/Watch Neg


* S&P's Ratings on 12 Classes From 9 RMBS Transactions Tumble to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 43
classes from nine residential mortgage-backed securities
transactions backed by U.S. Alternative-A mortgage loan collateral
issued from 2004 to 2007.  In addition, S&P affirmed its ratings
on 107 classes from the same nine deals and removed three of the
affirmed ratings from CreditWatch negative.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings.  As part of its analysis, S&P considered the
characteristics of the underlying mortgage collateral as well as
macroeconomic influences.  For example, the risk profile of the
underlying mortgage pools influences S&P's default projections,
while its outlook for housing price declines and the health of the
housing market influence S&P's loss severity assumptions.

To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
expected ability to withstand additional credit deterioration.  In
order to maintain a rating higher than 'B', a class had to absorb
losses in excess of the base-case loss assumptions S&P assumed in
our analysis.  For example, a class may have to withstand
approximately 115% of S&P's base-case loss assumptions in order to
maintain a 'BB' rating, while a different class may have to
withstand approximately 125% of S&P's base-case loss assumptions
to maintain a 'BBB' rating.  A class that has an affirmed 'AAA'
rating can likely withstand approximately 150% of S&P's base-case
loss assumptions under ita analysis, subject to individual caps
and qualitative factors assumed on specific transactions.

S&P also took into account the pay structure of each transaction
and only stressed each class with losses that would occur while it
remained outstanding.  Additionally, S&P only gave excess interest
credit for the amount of time the class would be outstanding.  For
example, if S&P projected a class to pay down in 15 months, then
S&P only applied 15 months of losses to that class.  Additionally,
in such a case S&P assumed 15 months of excess spread if the class
was structured with excess spread as credit enhancement.

                         Rating Actions

                    Chevy Chase Funding LLC
                      Series      2004-3

                                    Rating
                                    ------
      Class      CUSIP         To             From
      -----      -----         --             ----
      A-1        16678RBU0     AAA            AAA/Watch Neg
      A-NA                     AAA            AAA/Watch Neg
      B-3        16678RBY2     BB             BBB
      B-4        16678RBZ9     CCC            BB
      B-5        16678RCA3     CCC            B

             CHL Mortgage Pass-Through Trust 2004-25
                       Series      2004-25

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-5        12669GLC3     A              AA
           M-6        12669GLD1     BB             AA-
           M-7        12669GLE9     B              A
           M-8        12669GLF6     CCC            A-
           B-1        12669GKP5     CCC            BBB+
           B-2        12669GKQ3     CCC            BBB
           B-3        12669GKS9     CC             BB
           B-4        12669GKT7     D              B

                   GSAA Home Equity Trust 2006-1
                        Series      2006-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        362341Z69     CCC            B-
           M-3        362341Z77     CC             CCC
           M-4        362341Z85     CC             CCC
           B-2        3623412B4     D              CC
           B-3        3623412E8     D              CC

                  GSAA Home Equity Trust 2006-19
                       Series      2006-19

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-3-A      362244AC9     BB             AA
           M-5        362244AJ4     CC             CCC
           B-1        362244AL9     D              CC
           B-2        362244AM7     D              CC

                  GSAA Home Equity Trust 2006-3
                        Series      2006-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        362334BX1     CC             CCC
           M-5        362334BY9     CC             CCC
           B-3        362334CB8     D              CC
           B-4        362334CE2     D              CC

                  GSAA Home Equity Trust 2007-3
                        Series      2007-3

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B3         3622EAAQ3     D              CC
           B4         3622EAAR1     D              CC

                  GSAA Home Equity Trust 2007-4
                       Series      2007-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        3622EBAN8     D              CC

              HarborView Mortgage Loan Trust 2005-8
                      Series      2005-8

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-B2       41161PRB1     BBB            AA+
           1-B3       41161PRC9     B              AA+
           2-B1       41161PSB0     BB             AA+
           1-B4       41161PRD7     CCC            AA
           1-B5       41161PRE5     CCC            AA
           2-B2       41161PSC8     CCC            AA
           1-B6       41161PRF2     CCC            AA-
           1-B7       41161PRG0     CCC            A+
           1-B8       41161PRH8     CCC            BBB
           2-B3       41161PSD6     CCC            BBB
           1-B9       41161PRJ4     CC             BB
           2-B4       41161PSE4     CCC            BB
           1-B10      41161PRK1     CC             B
           2-B5       41161PSF1     D              CCC
           1-B11      41161PRL9     D              CCC

               HarborView Mortgage Loan Trust 2006-4
                       Series      2006-4

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A2B      41161PQ22     BBB-           BBB-/Watch Neg
           2-A1B      41161PL50     AA             AAA

                        Ratings Affirmed

                     Chevy Chase Funding LLC
                       Series      2004-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        16678RBV8     AAA
                 IO                       AAA
                 B-1        16678RBW6     AA
                 B-2        16678RBX4     A

             CHL Mortgage Pass-Through Trust 2004-25
                      Series      2004-25

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A-1      12669GJY8     AAA
                 1-A-2      12669GJZ5     AAA
                 1-A-3      12669GKA8     AAA
                 1-A-4      12669GKB6     AAA
                 1-A-5      12669GKC4     AAA
                 1-A-6      12669GKD2     AAA
                 1-X        12669GKE0     AAA
                 2-A-1      12669GKF7     AAA
                 2-A-2      12669GKG5     AAA
                 2-A-3      12669GKH3     AAA
                 2-A-4      12669GKJ9     AAA
                 2-X        12669GKK6     AAA
                 3-A-1      12669GKL4     AAA
                 M-X        12669GKN0     AAA
                 M-1        12669GKY6     AA+
                 M-2        12669GKZ3     AA+
                 M-3        12669GLA7     AA
                 M-4        12669GLB5     AA

                  GSAA Home Equity Trust 2006-1
                       Series      2006-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        362341Z28     AAA
                 A-2        362341Z36     BBB
                 A-3        362341Z44     AAA
                 A-4        3623412X6     BB
                 M-1        362341Z51     B

                  GSAA Home Equity Trust 2006-19
                       Series      2006-19

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        362244AA3     BBB
                 A-2        362244AB1     B
                 A-3-B      362244AD7     B
                 M-1        362244AE5     CCC
                 M-2        362244AF2     CCC
                 M-3        362244AG0     CCC
                 M-4        362244AH8     CCC

                   GSAA Home Equity Trust 2006-3
                        Series      2006-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        362334BQ6     AAA
                 A-2        362334BR4     BBB
                 A-3        362334BS2     AAA
                 A-4        362334BT0     BB
                 M-1        362334BU7     B
                 M-2        362334BV5     B-
                 M-3        362334BW3     CCC

                   GSAA Home Equity Trust 2007-3
                       Series      2007-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1A1A       3622EAAA8     AAA
                 1A1B       3622EAAX8     AA
                 1A2        3622EAAB6     BBB
                 2A1A       3622EAAC4     AAA
                 2A1B       3622EAAD2     BBB
                 A4A        3622EAAE0     AAA
                 A4B        3622EAAF7     BBB
                 M1         3622EAAG5     BB
                 M2         3622EAAH3     B
                 M3         3622EAAJ9     B-
                 M4         3622EAAK6     CCC
                 M5         3622EAAL4     CCC

                   GSAA Home Equity Trust 2007-4
                       Series      2007-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        3622EBAA6     B
                 A-2        3622EBAB4     B
                 A-3-A      3622EBAC2     AAA
                 A-3-B      3622EBAD0     B
                 M-1        3622EBAE8     CCC
                 M-2        3622EBAF5     CCC
                 M-3        3622EBAG3     CCC
                 M-4        3622EBAH1     CCC
                 M-5        3622EBAJ7     CCC

               HarborView Mortgage Loan Trust 2005-8
                       Series      2005-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A1A      41161PQS5     AAA
                 1-A1B      41161PQT3     AAA
                 1-A2A      41161PQU0     AAA
                 1-A2B      41161PQV8     AAA
                 1-A2C      41161PQW6     AAA
                 1-X        41161PQX4     AAA
                 1-PO       41161PQY2     AAA
                 2-A1A      41161PRN5     AAA
                 2-A1B      41161PRP0     AAA
                 2-A2A      41161PRQ8     AAA
                 2-A2B      41161PRR6     AAA
                 2-A2       41161PRS4     AAA
                 2-A3       41161PRT2     AAA
                 2-XA1      41161PRU9     AAA
                 2-XA2      41161PRV7     AAA
                 2-XB       41161PRW5     AAA
                 2-PO1      41161PRX3     AAA
                 2-PO2      41161PRY1     AAA
                 2-POB      41161PRZ8     AAA
                 1-B1       41161PRA3     AA+

               HarborView Mortgage Loan Trust 2006-4
                       Series      2006-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A1A      41161PL27     AAA
                 1-A1B      41161PL35     B
                 1-A2A      41161PP98     AAA
                 2-A1A      41161PL43     AAA
                 2-A1C      41161PL68     B
                 3-A1A      41161PL76     AAA
                 3-A1B      41161PP64     AAA
                 3-A1C      41161PP72     BB
                 X-1        41161PL84     AAA
                 X-3A       41161PM26     AAA
                 X-B        41161PM34     CCC
                 PO-1       41161PM42     B
                 PO-3A      41161PM67     B
                 PO-B       41161PM75     B
                 B-1        41161PM91     CCC
                 B-2        41161PN25     CCC
                 B-3        41161PN33     CCC
                 B-4        41161PN41     CCC
                 B-5        41161PN58     CCC
                 B-6        41161PN66     CCC
                 B-7        41161PN74     CCC
                 B-8        41161PN82     CCC


* S&P's Ratings on 201 Classes From 29 CDO Deals Tumble to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 201
classes of notes from 29 cash flow and hybrid collateralized debt
obligation transactions following the liquidation of their
portfolio collateral.

The affected tranches have a combined issuance amount of $30.1
billion. S&P lowered its ratings on the cash flow CDO transactions
to 'D' because the proceeds from liquidations have not been
sufficient to make par payments to the rated notes.  S&P lowered
its ratings on the hybrid CDO transactions to 'D' because the
transactions did not have proceeds to pay back par payments to the
noteholders after making the termination payments on the credit
default swap contracts.

Twenty-two of the affected CDOs are predominantly backed by
mezzanine residential mortgage backed securities, while four CDOs
are backed predominantly by high-grade RMBS securities.  The
remaining three CDOs are backed by CDOs of structured products.
The affected deals previously experienced events of default.  The
controlling noteholders subsequently voted to accelerate the
maturity of the notes and liquidate the collateral assets.

The current rating actions follow notice from the trustees that
the liquidation of the portfolio assets is complete and that the
available proceeds have been distributed to the noteholders.

                         Rating Actions

                                                  Rating
                                                  ------
Transaction                            Class      To   From
-----------                            -----      --   ----
6th Avenue Funding 2006-1 Ltd          A-1A       D    CCC-/Watch Neg
6th Avenue Funding 2006-1 Ltd          A-1B       D    CCC-/Watch Neg
6th Avenue Funding 2006-1 Ltd          X          D    CCC-/Watch Neg
6th Avenue Funding 2006-1 Ltd          A-2        D    CC
6th Avenue Funding 2006-1 Ltd          B          D    CC
6th Avenue Funding 2006-1 Ltd          C          D    CC
6th Avenue Funding 2006-1 Ltd          D          D    CC
ACA Aquarius 2006-1 Ltd                A1-S       D    CCC-/Watch Neg
ACA Aquarius 2006-1 Ltd                A1-J       D    CC
ACA Aquarius 2006-1 Ltd                A2         D    CC
ACA Aquarius 2006-1 Ltd                A3         D    CC
ACA Aquarius 2006-1 Ltd                B1         D    CC
ACA Aquarius 2006-1 Ltd                B2         D    CC
ACA Aquarius 2006-1 Ltd                B3         D    CC
ACA Aquarius 2006-1 Ltd                I Sub Nts  D    CC
Armitage ABS CDO Ltd                   A-1M       D    CC
Armitage ABS CDO Ltd                   A-1Q       D    CC
Armitage ABS CDO Ltd                   A-2        D    CC
Armitage ABS CDO Ltd                   A-3        D    CC
Armitage ABS CDO Ltd                   A-4        D    CC
Armitage ABS CDO Ltd                   B          D    CC
Armitage ABS CDO Ltd                   C          D    CC
Auriga CDO Ltd.                        A1         Dsrs CCsrs
Auriga CDO Ltd.                        A2A        D    CC
Auriga CDO Ltd.                        A2B        D    CC
Auriga CDO Ltd.                        B          D    CC
Auriga CDO Ltd.                        C          D    CC
Auriga CDO Ltd.                        D          D    CC
Auriga CDO Ltd.                        E          D    CC
Auriga CDO Ltd.                        F          D    CC
Auriga CDO Ltd.                        G          D    CC
Auriga CDO Ltd.                        H          D    CC
Auriga CDO Ltd.                        I          D    CC
Aventine Hill CDO I Ltd                A1S        D    CC
Aventine Hill CDO I Ltd                A1J        D    CC
Aventine Hill CDO I Ltd                A2         D    CC
Aventine Hill CDO I Ltd                A3         D    CC
Aventine Hill CDO I Ltd                B1         D    CC
Aventine Hill CDO I Ltd                B2         D    CC
Aventine Hill CDO I Ltd                I Sub Nts  D    CC
Aventine Hill CDO I Ltd                X          D    CC
Brooklyn Structured Finance CDO Ltd    A-1S       D    CC
Brooklyn Structured Finance CDO Ltd    A-1J       D    CC
Brooklyn Structured Finance CDO Ltd    A-2L       D    CC
Brooklyn Structured Finance CDO Ltd    A-3L       D    CC
Brooklyn Structured Finance CDO Ltd    B          D    CC
Brooklyn Structured Finance CDO Ltd    C          D    CC
Camber 6 plc                           A-1 & A-2  D    CCC-/Watch Neg
Camber 6 plc                           B          D    CC
Camber 6 plc                           C          D    CC
Camber 6 plc                           D          D    CC
Camber 6 plc                           E          D    CC
Camber 6 plc                           F          D    CC
Camber 6 plc                           Combo Nts  D    CC
Cherry Creek CDO I Ltd                 A1S        D    B-/Watch Neg
Cherry Creek CDO I Ltd                 A1J        D    CC
Cherry Creek CDO I Ltd                 A-2        D    CC
Cherry Creek CDO I Ltd                 A-3        D    CC
Cherry Creek CDO I Ltd                 B          D    CC
Duke Funding XIII Ltd                  A1S VFN    D    CC
Duke Funding XIII Ltd                  A1J        D    CC
Duke Funding XIII Ltd                  A2S        D    CC
Duke Funding XIII Ltd                  A2J        D    CC
Duke Funding XIII Ltd                  A3         D    CC
Duke Funding XIII Ltd                  B1         D    CC
Duke Funding XIII Ltd                  B2         D    CC
Duke Funding XIII Ltd                  X          D    CCC+/Watch Neg
Duke Funding XIII Ltd                  2 Combo    D    CC
Fort Denison Funding, Ltd.             A-1        D    CCC/Watch Neg
Fort Denison Funding, Ltd.             A-2a       D    CC
Fort Denison Funding, Ltd.             A-2b       D    CC
Fort Denison Funding, Ltd.             B          D    CC
Furlong Synthetic ABS CDO 2006-1, Ltd. Sr Sec     D    CCC+/Watch Neg
Furlong Synthetic ABS CDO 2006-1, Ltd. A1         D    CCC-/Watch Neg
Furlong Synthetic ABS CDO 2006-1, Ltd. A2         D    CCC-/Watch Neg
Furlong Synthetic ABS CDO 2006-1, Ltd. A3         D    CC
Furlong Synthetic ABS CDO 2006-1, Ltd. B          D    CC
Furlong Synthetic ABS CDO 2006-1, Ltd. Combo Nts  D    CC
GSC ABS Funding 2006-3g Ltd            A-1-a      D    CC
GSC ABS Funding 2006-3g Ltd            A-1-b      D    CC
GSC ABS Funding 2006-3g Ltd            A-1LT      D    CC
GSC ABS Funding 2006-3g Ltd            A-2        D    CC
GSC ABS Funding 2006-3g Ltd            B          D    CC
GSC ABS Funding 2006-3g Ltd            C          D    CC
GSC ABS Funding 2006-3g Ltd            D          D    CC
Hudson High Grade Funding 2006-1 Ltd   A-1        D    B-/Watch Neg
Hudson High Grade Funding 2006-1 Ltd   A-2        D    CCC-/Watch Neg
Hudson High Grade Funding 2006-1 Ltd   B          D    CC
Hudson High Grade Funding 2006-1 Ltd   C          D    CC
Hudson High Grade Funding 2006-1 Ltd   D          D    CC
Jupiter High Grade CDO VII Ltd         A-1        D    CCC-/Watch Neg
Jupiter High Grade CDO VII Ltd         A-2        D    CC
Jupiter High Grade CDO VII Ltd         A-3        D    CC
Jupiter High Grade CDO VII Ltd         A-4        D    CC
Jupiter High Grade CDO VII Ltd         A-5        D    CC
Jupiter High Grade CDO VII Ltd         B          D    CC
Jupiter High Grade CDO VII Ltd         C          D    CC
Libertas Preferred Funding III, Ltd    ISuperSeni D    B-/Watch Neg
Libertas Preferred Funding III, Ltd    I-J        D    CCC-/Watch Neg
Libertas Preferred Funding III, Ltd    II         D    CCC-/Watch Neg
Libertas Preferred Funding III, Ltd    III        D    CCC-/Watch Neg
Libertas Preferred Funding III, Ltd    IV         D    CC
Libertas Preferred Funding III, Ltd    V          D    CC
Libertas Preferred Funding III, Ltd    VI         D    CC
Libertas Preferred Funding III, Ltd    VII        D    CC
Libertas Preferred Funding III, Ltd    VIII       D    CC
Libertas Preferred Funding IV Ltd      A-1        D    CCC-/Watch Neg
Libertas Preferred Funding IV Ltd      A-2        D    CC
Libertas Preferred Funding IV Ltd      A-3        D    CC
Libertas Preferred Funding IV Ltd      A-4        D    CC
Libertas Preferred Funding IV Ltd      B          D    CC
Libertas Preferred Funding IV Ltd      C          D    CC
Libertas Preferred Funding IV Ltd      D          D    CC
Libertas Preferred Funding IV Ltd      E          D    CC
Nautilus RMBS CDO III Ltd              A-1S       D    CCC/Watch Neg
Nautilus RMBS CDO III Ltd              A-1J       D    CCC-/Watch Neg
Nautilus RMBS CDO III Ltd              A-2        D    CCC-/Watch Neg
Nautilus RMBS CDO III Ltd              A-3F       D    CC
Nautilus RMBS CDO III Ltd              A-3V       D    CC
Nautilus RMBS CDO III Ltd              B          D    CC
Nautilus RMBS CDO III Ltd              C          D    CC
Nordic Valley 2007-1 CDO Ltd           A-1        D    CC
Nordic Valley 2007-1 CDO Ltd           A-2a       D    CC
Nordic Valley 2007-1 CDO Ltd           A-2b       D    CC
Nordic Valley 2007-1 CDO Ltd           A-X        D    CC
Nordic Valley 2007-1 CDO Ltd           B          D    CC
Nordic Valley 2007-1 CDO Ltd           C          D    CC
Nordic Valley 2007-1 CDO Ltd           D          D    CC
Nordic Valley 2007-1 CDO Ltd           E          D    CC
Norma CDO I Ltd.                       A-1        D    B-/Watch Neg
Norma CDO I Ltd.                       A-2        D    CCC-/Watch Neg
Norma CDO I Ltd.                       B          D    CC
Norma CDO I Ltd.                       C          D    CC
Norma CDO I Ltd.                       D          D    CC
Norma CDO I Ltd.                       E          D    CC
Norma CDO I Ltd.                       F          D    CC
Norma CDO I Ltd.                       G          D    CC
Norma CDO I Ltd.                       H          D    CC
Plettenberg Bay CDO Limited            S          D    CCC-/Watch Neg
Plettenberg Bay CDO Limited            A-1        D    CC
Plettenberg Bay CDO Limited            A-2        D    CC
Plettenberg Bay CDO Limited            B          D    CC
Plettenberg Bay CDO Limited            C          D    CC
Plettenberg Bay CDO Limited            D          D    CC
Plettenberg Bay CDO Limited            Income Nts D    CC
Rockbound CDO I Ltd.                   A-1S Fund  D    CC
Rockbound CDO I Ltd.                   A-1J       D    CC
Sorin CDO V Ltd                        A1S        D    CC
Sorin CDO V Ltd                        A1J        D    CC
Sorin CDO V Ltd                        A2         D    CC
Sorin CDO V Ltd                        A3         D    CC
Sorin CDO V Ltd                        B          D    CC
Sorin CDO V Ltd                        C          D    CC
Stack 2007-1 Ltd                       A-1A       D    CC
Stack 2007-1 Ltd                       A-1B       D    CC
Stack 2007-1 Ltd                       A-2        D    CC
Stack 2007-1 Ltd                       A-3        D    CC
Stack 2007-1 Ltd                       A-4        D    CC
Stack 2007-1 Ltd                       B          D    CC
Stack 2007-1 Ltd                       C          D    CC
Stack 2007-1 Ltd                       D          D    CC
Stack 2007-1 Ltd                       E          D    CC
Tallships Funding Ltd                  UnfundedSS Dsrs CCCsrs/Watch Neg
Tallships Funding Ltd                  A-1        D    CC
Tallships Funding Ltd                  A-2        D    CC
Tallships Funding Ltd                  B          D    CC
Tallships Funding Ltd                  C          D    CC
Tallships Funding Ltd                  D          D    CC
Tallships Funding Ltd                  Revolver   D    CCC/Watch Neg
Tasman CDO Ltd.                        A1S        D    CCC-/Watch Neg
Tasman CDO Ltd.                        A1J        D    CC
Tasman CDO Ltd.                        A2         D    CC
Tasman CDO Ltd.                        A3         D    CC
Tasman CDO Ltd.                        B          D    CC
Tasman CDO Ltd.                        C          D    CC
Tenorite CDO I Ltd                     Liquid Fac D    CCC+/Watch Neg
Tenorite CDO I Ltd                     B          D    CC
Tenorite CDO I Ltd                     C          D    CC
Tenorite CDO I Ltd                     D          D    CC
Tenorite CDO I Ltd                     E          D    CC
Tenorite CDO I Ltd                     F          D    CC
Tenorite CDO I Ltd                     F2         D    CC
Tourmaline CDO II Ltd.                 A          D    B/Watch Neg
Tourmaline CDO II Ltd.                 B          D    CCC-/Watch Neg
Tourmaline CDO II Ltd.                 C          D    CC
Tourmaline CDO II Ltd.                 D          D    CC
Tourmaline CDO II Ltd.                 E          D    CC
Vertical ABS CDO 2007-2 Ltd            A1S        D    CC
Vertical ABS CDO 2007-2 Ltd            A1J        D    CC
Vertical ABS CDO 2007-2 Ltd            A2         D    CC
Vertical ABS CDO 2007-2 Ltd            A3         D    CC
Vertical ABS CDO 2007-2 Ltd            B          D    CC
Vertical ABS CDO 2007-2 Ltd            X          D    CC
Western Springs CDO Ltd.               A-1        D    B/Watch Neg
Western Springs CDO Ltd.               A-2        D    CCC-/Watch Neg
Western Springs CDO Ltd.               A-3        D    CC
Western Springs CDO Ltd.               B          D    CC
Western Springs CDO Ltd.               C          D    CC
Western Springs CDO Ltd.               D          D    CC
Western Springs CDO Ltd.               E          D    CC
Western Springs CDO Ltd.               F          D    CC


* S&P's Ratings on Class D-B-5 From 2 Jumbo RMBS Deals Tumble to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 57
classes from 22 U.S. prime jumbo residential mortgage-backed
securities transactions issued between 1993 and 2004.  In
addition, S&P removed S&P's rating on one of the downgraded
classes from CreditWatch with negative implications and affirmed
S&P's ratings on 793 other classes from these and 37 other deals
issued between 1993 and 2004.  Finally, S&P removed two of the
affirmed ratings from CreditWatch with negative implications.

The downgrades reflect S&P's belief that these classes may no
longer have sufficient credit enhancement to support the prior
ratings based on S&P's projected lifetime losses, which S&P
derived from a loss curve that utilizes the dollar amount of loans
currently in the delinquency pipelines of the affected
transactions.

The affirmations reflect current credit enhancement levels that
S&P believe are sufficient to support the current ratings.

S&P will continue to monitor these transactions and adjust the
ratings on the remaining classes if the available credit support
is no longer sufficient to support the current ratings.

                          Rating Actions

                  Bear Stearns ARM Trust 2002-1
                          Series 2002-1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-3        07384MJP8     B              BBB

                  Bear Stearns ARM Trust 2003-5
                          Series 2003-5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-3      07384MWM0     BBB            BBB+
       I-B-4      07384MXN7     B              BB
       I-B-5      07384MXP2     CCC            B

                  Bear Stearns ARM Trust 2003-6
                          Series  2003-6

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-5      07384MYB2     CCC            B

                  Bear Stearns ARM Trust 2003-8
                          Series  2003-8

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-5        07384MA69     CCC            B

                  Bear Stearns ARM Trust 2003-9
                          Series  2003-9

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-4        07384MD90     B              BB
       B-5        07384ME24     CC             B

                  Bear Stearns ARM Trust 2004-1
                          Series  2004-1

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-2      07384ML26     A              A+
       I-B-3      07384ML34     BB             BBB
       I-B-4      07384ME40     CCC            BB
       I-B-5      07384ME57     CC             B
       II-B-5     07384ME81     CCC            B

                  Bear Stearns ARM Trust 2004-10
                          Series  2004-10

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-3      07384M4V1     BBB            A+
       III-B-2    07384M5A6     BBB            A+
       I-B-4      07384M5C2     B              BBB
       III-B-3    07384M5B4     B              BBB+
       I-B-5      07384M5D0     CCC            BB
       III-B-4    07384M5J7     CCC            BB
       I-B-6      07384M5E8     CC             B
       II-B-5     07384M5G3     CCC            B
       III-B-5    07384M5K4     CC             B

                  Bear Stearns ARM Trust 2004-11
                          Series  2004-11

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-5        07384M6D9     CCC            B

                  Bear Stearns ARM Trust 2004-2
                          Series  2004-2

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-4      07384MP97     B              BB
       I-B-5      07384MQ21     CCC            B
       II-B-5     07384MQ54     CCC            B

                  Bear Stearns ARM Trust 2004-3
                          Series  2004-3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-4        07384MS37     CCC            BB
       B-5        07384MS45     CC             B

                  Bear Stearns ARM Trust 2004-6
                          Series  2004-6

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-2        07384MX49     BBB            A+
       B-3        07384MX56     B              BBB
       B-4        07384MX64     CCC            BB
       B-5        07384MX72     CC             B

                  Bear Stearns ARM Trust 2004-7
                          Series  2004-7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       B-2        07384MY89     BBB            A
       B-3        07384MY97     B              BBB
       B-4        07384MZ21     CCC            BB
       B-5        07384MZ39     CC             B

                  Bear Stearns ARM Trust 2004-9
                          Series  2004-9

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       I-B-3      07384M3M2     BB             BBB
       I-B-4      07384M3R1     CCC            BB
       I-B-5      07384M3S9     CC             B

       Credit Suisse First Boston Mortgage Securities Corp.
                          Series  2001-4

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       M-2        22540AZU5     BBB            A

       Credit Suisse First Boston Mortgage Securities Corp.
                          Series  2003-17

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       D-B-3      22541QJV5     BBB-           BBB-/Watch Neg
       D-B-4      22541QKD3     CCC            B/Watch Neg

       Credit Suisse First Boston Mortgage Securities Corp.
                          Series  2003-27

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       D-B-4      22541QK27     CCC            BB-
       D-B-5      22541QK35     CC             B-

           CSFB Mortgage Backed Trust Series  2004-5
                          Series  2004-5

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       D-B-5      22541SB31     CC             B

           CSFB Mortgage-Backed Trust Series  2002-34
                          Series  2002-34

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       D-B-4      2254W0FF7     BB             BB/Watch Neg

             CSFB Mortgage-Backed Trust Series  2004-3
                          Series  2004-3

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----

       D-B-4      22541SHM3     CCC            BB-
       D-B-5      22541SHN1     D              B-

             CSFB Mortgage-Backed Trust Series  2004-7
                          Series  2004-7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       D-B-3      2254W0KL8     BB             BBB
       D-B-4      2254W0KS3     CCC            BB-
       D-B-5      2254W0KT1     D              B-

           Salomon Bros. Mortgage Securities VII Inc.
                          Series  1993-7

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          79548KGS1     AA-            AA+

           Salomon Brothers Mortgage Securities VII Inc.
                          Series  1993-9

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A-2        79548KJE9     AA             AAA
       B-1        79548KJF6     BB             AAA
       B-2        79548KJG4     B              AAA
       B-3        79548KJH2     CCC            AA
       B-4        79548KJJ8     CC             BBB+
       B-5        79548KJK5     CC             B

           Salomon Brothers Mortgage Securities VII Inc.
                          Series  1994-19

                                     Rating
                                     ------
       Class      CUSIP         To             From
       -----      -----         --             ----
       A          79548KNV6     CCC            AAA

                        Ratings Affirmed

                   Bear Stearns ARM Trust 2000-2
                           Series  2000-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        07384MAA0     AAA
                 A-2        07384MAB8     AAA
                 B-1        07384MAD4     AAA
                 B-2        07384MAE2     AAA
                 B-3        07384MAF9     AA+

                   Bear Stearns ARM Trust 2002-1
                           Series  2002-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A        07384MHZ8     AAA
                 II-A       07384MJA1     AAA
                 III-A      07384MJK9     AAA
                 B-1        07384MJM5     AA+
                 B-2        07384MJN3     A

                   Bear Stearns ARM Trust 2002-11
                           Series  2002-11

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MSH6     AAA
                 I-A-2      07384MSJ2     AAA
                 I-A-3      07384MSK9     AAA
                 I-A-4      07384MSL7     AAA
                 I-M-1      07384MSM5     AAA
                 I-B-1      07384MSN3     AAA
                 I-B-2      07384MSP8     AA+
                 I-B-3      07384MSQ6     A-
                 I-B-4      07384MRV6     BB+
                 I-B-5      07384MRW4     B

                   Bear Stearns ARM Trust 2002-12
                           Series  2002-12

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MQX3     AAA
                 I-A-7      07384MRE4     AAA
                 I-X-1      07384MRF1     AAA
                 I-X-2      07384MRG9     AAA
                 II-A-1     07384MRH7     AAA
                 II-A-2     07384MRJ3     AAA
                 II-X-1     07384MRK0     AAA
                 II-A-3     07384MRL8     AAA
                 I-B-1      07384MRM6     AAA
                 II-B-1     07384MRQ7     AAA
                 I-B-2      07384MRN4     AA+
                 II-B-2     07384MRR5     AA
                 I-B-3      07384MRP9     A+
                 II-B-3     07384MRS3     A-

                   Bear Stearns ARM Trust 2003-1
                           Series  2003-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MTH5     AAA
                 II-A-1     07384MTJ1     AAA
                 III-A-1    07384MTK8     AAA
                 IV-A-1     07384MTL6     AAA
                 V-A-1      07384MTM4     AAA
                 VI-A-1     07384MTN2     AAA
                 VII-A-1    07384MTP7     AAA
                 VII-A-X    07384MTQ5     AAA
                 VIII-A-1   07384MTR3     AAA
                 VIII-A-X   07384MTS1     AAA
                 M          07384MTT9     AAA
                 B-1        07384MTX0     AAA
                 B-2        07384MTY8     AA+
                 B-4        07384MUA8     BB+
                 B-5        07384MUB6     B
                 B-3        07384MTZ5     A

                   Bear Stearns ARM Trust 2003-3
                           Series  2003-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MUG5     AAA
                 I-X-A-1    07384MUH3     AAA
                 I-A-2      07384MUJ9     AAA
                 II-A-1     07384MUL4     AAA
                 II-X-A-1   07384MUZ3     AAA
                 II-A-2     07384MUM2     AAA
                 II-X-A-2   07384MUN0     AAA
                 II-A-3     07384MUK6     AAA
                 II-A-4     07384MVA7     AAA
                 II-A-X-4   07384MVB5     AAA
                 III-A-1    07384MUP5     AAA
                 III-A-2    07384MUR1     AAA
                 III-X-A-2  07384MVE9     AAA
                 III-A-3    07384MVC3     AAA
                 III-X-A-3  07384MVD1     AAA
                 IV-A-1     07384MUS9     AAA
                 B-1        07384MUW0     AAA
                 B-2        07384MUX8     AA+
                 B-3        07384MUY6     A
                 B-4        07384MVF6     BBB
                 B-5        07384MVG4     BB-
                 II-X-A-3   07384MUQ3     AAA

                   Bear Stearns ARM Trust 2003-4
                           Series  2003-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MVM1     AAA
                 I-X-A-1    07384MVN9     AAA
                 II-A-1     07384MVP4     AAA
                 II-X-A-1   07384MVQ2     AAA
                 III-A-1    07384MVR0     AAA
                 III-X-A-1  07384MVS8     AAA
                 B-1        07384MVW9     AA+
                 B-2        07384MVX7     AA-
                 B-3        07384MVY5     BBB+
                 B-4        07384MWC2     BB
                 B-5        07384MWD0     B

                   Bear Stearns ARM Trust 2003-5
                           Series  2003-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MWF5     AAA
                 I-A-2      07384MWG3     AAA
                 1-A-3      07384MWH1     AAA
                 I-X        07384MWJ7     AAA
                 II-A-1     07384MWN8     AAA
                 II-X       07384MXM9     AAA
                 I-B-1      07384MWK4     AA+
                 I-B-2      07384MWL2     AA-
                 II-B-1     07384MWP3     AA+
                 II-B-2     07384MWQ1     A+
                 II-B-3     07384MWR9     BBB+
                 II-B-4     07384MXR8     BB+
                 II-B-5     07384MXS6     B

                   Bear Stearns ARM Trust 2003-6
                           Series  2003-6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MWW8     AAA
                 I-A-2      07384MWX6     AAA
                 I-X-2      07384MWY4     AAA
                 I-A-3      07384MWZ1     AAA
                 I-X-3      07384MXA5     AAA
                 II-A-1     07384MXB3     AAA
                 I-B-1      07384MXF4     AA+
                 I-B-2      07384MXG2     AA-
                 I-B-3      07384MXH0     BBB
                 II-B-1     07384MXJ6     AA+
                 II-B-2     07384MXK3     A+
                 II-B-3     07384MXL1     BBB+
                 I-B-4      07384MYA4     BB
                 II-B-4     07384MYD8     BB+
                 II-B-5     07384MYE6     B

                   Bear Stearns ARM Trust 2003-7
                           Series  2003-7

                 Class      CUSIP         Rating
                 -----      -----         ------

                 I-A        07384MYQ9     AAA
                 I-X        07384MZM7     AAA
                 II-A       07384MYR7     AAA
                 III-A      07384MYS5     AAA
                 IV-A       07384MYT3     AAA
                 IV-AM      07384MYU0     AAA
                 V-A        07384MYV8     AAA
                 VI-A       07384MYW6     AAA
                 VII-A      07384MYX4     AAA
                 VIII-A     07384MYY2     AAA
                 IX-A       07384MYZ9     AAA
                 B-1        07384MZC9     AA
                 B-2        07384MZD7     A
                 B-3        07384MZE5     BBB
                 B-4        07384MZF2     BB
                 B-5        07384MZG0     B
                 V-X        07384MZP0     AAA

                   Bear Stearns ARM Trust 2003-8
                           Series  2003-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MZQ8     AAA
                 I-A-2      07384MZR6     AAA
                 II-A-1     07384MZS4     AAA
                 II-A-2     07384MZT2     AAA
                 III-A      07384MZU9     AAA
                 IV-A-1     07384MZV7     AAA
                 IV-A-2     07384MZW5     AAA
                 V-A        07384MZX3     AAA
                 B-1        07384MA28     AA+
                 B-2        07384MA36     A+
                 B-3        07384MA44     BBB
                 B-4        07384MA51     BB

                   Bear Stearns ARM Trust 2003-9
                           Series  2003-9

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MA85     AAA
                 I-X-1      07384MA93     AAA
                 I-A-2      07384MB27     AAA
                 I-X-2      07384MB35     AAA
                 I-A-3      07384MB43     AAA
                 I-X-3      07384MB50     AAA
                 II-A-1     07384MB68     AAA
                 II-X-1     07384MB76     AAA
                 II-A-2     07384MB84     AAA
                 II-X-2     07384MB92     AAA
                 II-A-3     07384MC26     AAA
                 II-X-3     07384MC34     AAA
                 III-A-1    07384MC42     AAA
                 III-X-1    07384MC59     AAA
                 III-A-2    07384MC67     AAA
                 III-A-3    07384MC75     AAA
                 III-X-3    07384MC83     AAA
                 IV-A-1     07384MC91     AAA
                 IV-X-1     07384MD25     AAA
                 B-1        07384MD66     AA+
                 B-2        07384MD74     A+
                 B-3        07384MD82     BBB

                   Bear Stearns ARM Trust 2004-1
                           Series  2004-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-1-A-1    07384MF80     AAA
                 I-1-A-2    07384MF98     AAA
                 I-1-A-3    07384MG22     AAA
                 I-1-X      07384MG30     AAA
                 I-2-A-1    07384MG48     AAA
                 I-2-A-2    07384MG55     AAA
                 1-2-A-3    07384MG63     AAA
                 I-2-A-4A   07384MG71     AAA
                 I-2-A-4M   07384MG89     AAA
                 I-2-A-5    07384MG97     AAA
                 I-2-X      07384MH21     AAA
                 1-3-A-1    07384MH39     AAA
                 I-3-A-2    07384MH47     AAA
                 I-3-A-3    07384MH54     AAA
                 I-3-X      07384MH62     AAA
                 I-4-A-1    07384MH70     AAA
                 I-4-A-2    07384MH88     AAA
                 I-4-X      07384MH96     AAA
                 I-5-A-1    07384MJ29     AAA
                 I-5-A-2    07384MJ37     AAA
                 I-5-A-3    07384MJ45     AAA
                 I-5-X      07384MJ52     AAA
                 I-6-A-1    07384MJ60     AAA
                 I-6-X      07384MJ78     AAA
                 I-7-A-1    07384MJ86     AAA
                 I-7-X      07384MJ94     AAA
                 II-1-A-1   07384MK27     AAA
                 II-1-X     07384ML75     AAA
                 II-2-A-1   07384MK35     AAA
                 II-3-A-1   07384MK43     AAA
                 I-B-1      07384MK92     AA+
                 II-B-1     07384ML42     AA+
                 II-B-2     07384ML59     A+
                 II-B-3     07384ML67     BBB
                 II-B-4     07384ME73     BB

                   Bear Stearns ARM Trust 2004-10
                           Series  2004-10

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-1-A-1    07384M3X8     AAA
                 I-2-A-1    07384M3Y6     AAA
                 I-2-X-1    07384M3Z3     AAA
                 I-2-A-2    07384M4A7     AAA
                 I-2-X-2    07384M4B5     AAA
                 I-2-A-3    07384M4C3     AAA
                 I-2-X-3    07384M4D1     AAA
                 I-2-A-4    07384M5X6     AAA
                 I-2-A-5    07384M5Y4     AAA
                 I-2-A-6    07384M5Z1     AAA
                 I-3-A-1    07384M4E9     AAA
                 I-4-A-1    07384M4F6     AAA
                 I-5-A-1    07384M4G4     AAA
                 II-1-A-1   07384M4H2     AAA
                 II-2-A-1   07384M4J8     AAA
                 II-3-A-1   07384M4K5     AAA
                 III-1-A-1  07384M4L3     AAA
                 III-2-A-1  07384M4M1     AAA
                 I-M-1      07384M6A5     AA+
                 I-B-1      07384M4T6     AA+
                 I-B-2      07384M4U3     AA
                 II-B-1     07384M4W9     AA
                 III-B-1    07384M4Z2     AA+
                 II-B-2     07384M4X7     A
                 II-B-3     07384M4Y5     BBB
                 II-B-4     07384M5F5     BB

                   Bear Stearns ARM Trust 2004-11
                           Series  2004-11

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384M5M0     AAA
                 II-A-1     07384M5N8     AAA
                 III-A-1    07384M5P3     AAA
                 IV-A-1     07384M5Q1     AAA
                 M-1        07384M5T5     AA+
                 B-1        07384M5U2     AA
                 B-2        07384M5V0     A
                 B-3        07384M5W8     BBB
                 B-4        07384M6C1     BB

                   Bear Stearns ARM Trust 2004-2
                           Series  2004-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-1-A      07384ML83     AAA
                 I-2-A-1    07384ML91     AAA
                 I-2-A-2    07384MM25     AAA
                 I-2-A-3    07384MM33     AAA
                 1-2-X      07384MM41     AAA
                 I-3-A      07384MM58     AAA
                 I-4-A      07384MM66     AAA
                 I-4-A-M    07384MM74     AAA
                 II-1-A     07384MM82     AAA
                 II-1-X     07384MM90     AAA
                 II-2-A     07384MN32     AAA
                 II-2-X     07384MN40     AAA
                 II-3-A     07384MN57     AAA
                 II-4-A     07384MN65     AAA
                 I-B-1      07384MP30     AA+
                 I-B-2      07384MP48     A+
                 I-B-3      07384MP55     BBB
                 II-B-1     07384MP63     AA+
                 II-B-2     07384MP71     AA-
                 II-B-3     07384MP89     BBB+
                 II-B-4     07384MQ47     BB

                   Bear Stearns ARM Trust 2004-3
                           Series  2004-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MQ70     AAA
                 I-A-2      07384MR87     AAA
                 I-A-3      07384MR95     AAA
                 II-A       07384MQ88     AAA
                 III-A      07384MQ96     AAA
                 IV-A       07384MR20     AAA
                 B-1        07384MR53     AA
                 B-2        07384MR61     A
                 B-3        07384MR79     BBB

                   Bear Stearns ARM Trust 2004-4
                           Series  2004-4

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-5        07384MU34     AAA
                 A-6        07384MU42     AAA
                 A-7        07384MU59     AAA
                 B-1        07384MV25     AA
                 B-2        07384MV33     A
                 B-3        07384MV41     BBB
                 B-4        07384MV90     BB
                 B-5        07384MW24     B

                   Bear Stearns ARM Trust 2004-5
                           Series  2004-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A        07384MS60     AAA
                 II-A       07384MS78     AAA
                 III-A      07384MS86     AAA
                 IV-A       07384MS94     AAA
                 B-1        07384MT44     AA
                 B-2        07384MT51     A
                 B-3        07384MT69     BBB
                 B-4        07384MV58     BB
                 B-5        07384MV66     B

                   Bear Stearns ARM Trust 2004-6
                           Series  2004-6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MW40     AAA
                 I-A-2      07384MW57     AAA
                 II-A-1     07384MW65     AAA
                 II-A-2     07384MW73     AAA
                 III-A      07384MW81     AAA
                 B-1        07384MX31     AA+

                   Bear Stearns ARM Trust 2004-7
                           Series  2004-7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      07384MX98     AAA
                 I-A-2      07384MZ54     AAA
                 II-A-1     07384MY22     AAA
                 II-X       07384MZ62     AAA
                 III-A      07384MY30     AAA
                 IV-A       07384MY48     AAA
                 B-1        07384MY71     AA

                   Bear Stearns ARM Trust 2004-9
                           Series  2004-9

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-1-A-1    07384M2V3     AAA
                 I-2-A-1    07384M2X9     AAA
                 I-2-A-2    07384M2Y7     AAA
                 I-2-A-3    07384M2Z4     AAA
                 I-2-X-1    07384M3A8     AAA
                 I-3-A-1    07384M3B6     AAA
                 II-1-A-1   07384M3C4     AAA
                 II-2-A-1   07384M3D2     AAA
                 II-3-A-1   07384M3E0     AAA
                 II-A-4-1   07384M3F7     AAA
                 I-B-1      07384M3K6     AA
                 II-B-1     07384M3N0     AA
                 I-B-2      07384M3L4     A
                 II-B-2     07384M3P5     A
                 II-B-3     07384M3Q3     BBB
                 II-B-4     07384M3U4     BB
                 II-B-5     07384M3V2     B

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2001-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      30253MAA0     AAA
                 I-B-1      30253MAR3     AAA
                 I-B-2      30253MAS1     AA+
                 I-B-3      30253MAT9     A

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2001-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22540A3S5     AAA
                 I-X        22540A3X4     AAA
                 I-P        22540A3Y2     AAA
                 I-B-1      22540A3Z9     AAA
                 I-B-2      22540A4A3     AAA
                 I-B-3      22540A4B1     AAA

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2001-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        22540VBK7     AAA
                 B-1        22540VBN1     AAA
                 B-2        22540VBP6     AA+
                 B-3        22540VBQ4     AA
                 B-4        22540VCB6     A
                 B-5        22540VCC4     BB

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2002-7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 M-1        22540VVP4     AAA
                 M-2        22540VVQ2     AA+
                 B          22540VVR0     BBB

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2002-22

                 Class      CUSIP         Rating
                 -----      -----         ------
                 IV-A-1     22541NBQ1     AAA
                 IV-X       22541NBR9     AAA
                 IV-P       22541NBS7     AAA
                 IV-PP      22541NDE6     AAA
                 D-B-1      22541NBY4     AA

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2003-8

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541NT58     AAA
                 II-A-1     22541NT66     AAA
                 III-A-2    22541NT82     AAA
                 III-A-3    22541NT90     AAA
                 III-A-4    22541NU23     AAA
                 III-A-23   22541NW54     AAA
                 III-A-24   22541NW62     AAA
                 III-A-25   22541NW70     AAA
                 III-A26    22541NW88     AAA
                 IV-PPA-1   22541NW96     AAA
                 II-X       22541NY45     AAA
                 II-P       22541NY86     AAA
                 A-P        22541NZ36     AAA
                 C-B-1      22541NZ44     AAA
                 C-B-2      22541NZ51     AA+
                 C-B-3      22541NZ69     AA
                 C-B-4      22541N2B4     A
                 C-B-5      22541N2C2     BB

       Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2003-10

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541N5P0     AAA
                 I-A-2      22541N5Q8     AAA
                 I-A-3      22541N5R6     AAA
                 I-A-4      22541N5S4     AAA
                 I-A-5      22541N5T2     AAA
                 I-A-8      22541N5W5     AAA
                 I-A-9      22541N5X3     AAA
                 I-A-10     22541N5Y1     AAA
                 II-A-1     22541N5Z8     AAA
                 I-X        22541N6Q7     AAA
                 II-X       22541N6R5     AAA
                 I-P        22541N6U8     AAA
                 A-P        22541N6W4     AAA
                 III-A-1    22541N6A2     AAA
                 III-A-2    22541N6B0     AAA
                 III-A-3    22541N6C8     AAA
                 III-A-4    22541N6D6     AAA
                 III-A-5    22541N6E4     AAA
                 III-A-6    22541N6F1     AAA
                 III-A-7    22541N6G9     AAA
                 III-A-8    22541N6H7     AAA
                 III-A-9    22541N6J3     AAA
                 III-A-10   22541N6K0     AAA
                 III-A-11   22541N6L8     AAA
                 III-A-12   22541N6M6     AAA
                 III-A-13   22541N6N4     AAA
                 IV-A-1     22541N6P9     AAA
                 III-X      22541N6S3     AAA
                 IV-X       22541N6T1     AAA
                 III-P      22541N6V6     AAA
                 C-B-1      22541N6X2     AAA
                 C-B-2      22541N6Y0     AA
                 C-B-3      22541N6Z7     A
                 C-B-4      22541N7E3     BB
                 C-B-5      22541N7F0     B
                 D-B-1      22541N7A1     AAA
                 D-B-2      22541N7B9     AA+
                 D-B-3      22541N7C7     AA
                 D-B-5      22541N7J2     B
                 D-B-4      22541N7H6     BBB

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2003-17

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541QFS6     AAA
                 I-A-2      22541QFT4     AAA
                 I-A-3      22541QFU1     AAA
                 I-A-4      22541QFV9     AAA
                 I-A-24     22541QGR7     AAA
                 I-A-25     22541QGS5     AAA
                 I-A-27     22541QGU0     AAA
                 I-A-28     22541QGV8     AAA
                 II-A-1     22541QGZ9     AAA
                 II-A-2     22541QHA3     AAA
                 II-A-3     22541QHB1     AAA
                 II-A-4     22541QHC9     AAA
                 II-A-5     22541QHD7     AAA
                 II-A-6     22541QHE5     AAA
                 II-A-7     22541QHF2     AAA
                 II-A-9     22541QHH8     AAA
                 II-A-10    22541QHJ4     AAA
                 II-A-11    22541QHK1     AAA
                 II-A-12    22541QHL9     AAA
                 III-A-2    22541QHP0     AAA
                 III-A-3    22541QHQ8     AAA
                 III-A-4    22541QHR6     AAA
                 III-A-5    22541QHS4     AAA
                 III-A-6    22541QHT2     AAA
                 III-A-7    22541QHU9     AAA
                 IV-A-1     22541QHV7     AAA
                 V-A-1      22541QHW5     AAA
                 VI-A-1     22541QHX3     AAA
                 VII-A-1    22541QHY1     AAA
                 I-X        22541QHZ8     AAA
                 II-X       22541QJA1     AAA
                 III-X      22541QJB9     AAA
                 IV-X       22541QJC7     AAA
                 V-X        22541QJD5     AAA
                 VI-X       22541QJE3     AAA
                 VII-X      22541QJF0     AAA
                 I-P        22541QJG8     AAA
                 III-P      22541QJH6     AAA
                 IV-P       22541QJJ2     AAA
                 V-P        22541QJK9     AAA
                 A-P        22541QJL7     AAA
                 B-1        22541QJM5     A+
                 B-2        22541QJN3     A
                 B-3        22541QJP8     BBB-
                 C-B-1      22541QJQ6     AA
                 C-B-2      22541QJR4     A
                 C-B-3      22541QJS2     BBB
                 D-B-1      22541QJT0     AA
                 D-B-2      22541QJU7     A-
                 B-4        22541QJX1     BB
                 B-5        22541QJY9     B
                 C-B-4      22541QKA9     BB
                 C-B-5      22541QKB7     B-

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2003-19

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541QLX8     AAA
                 I-A-2      22541QLY6     AAA
                 I-A-3      22541QLZ3     AAA
                 I-A-4      22541QMA7     AAA
                 I-A-14     22541QML3     AAA
                 I-A-15     22541QMM1     AAA
                 I-A-19     22541QMR0     AAA
                 I-A-23     22541QMV1     AAA
                 I-X        22541QMX7     AAA
                 I-P        22541QMZ2     AAA
                 II-A-1     22541QMW9     AAA
                 II-X       22541QMY5     AAA
                 II-P       22541QNA6     AAA
                 C-B-1      22541QNB4     AA
                 C-B-2      22541QNC2     A
                 C-B-3      22541QND0     BBB-
                 C-B-4      22541QLU4     BB
                 C-B-5      22541QLV2     B

        Credit Suisse First Boston Mortgage Securities Corp.
                           Series  2003-27

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541QK50     AAA
                 I-A-2      22541QK68     AAA
                 I-A-3      22541QK76     AAA
                 I-A-4      22541QK84     AAA
                 I-A-5      22541QX31     AAA
                 I-A-6      22541QX49     AAA
                 I-A-7      22541QX56     AAA
                 I-A-8      22541QX64     AAA
                 II-A-1     22541QK92     AAA
                 III-A-1    22541QL26     AAA
                 III-A-2    22541QL34     AAA
                 V-A-1      22541QP55     AAA
                 V-A-2      22541QP63     AAA
                 V-A-3      22541QP71     AAA
                 V-A-4      22541QP89     AAA
                 II-X       22541QQ54     AAA
                 C-X        22541QQ88     AAA
                 II-P       22541QR20     AAA
                 A-P        22541QR53     AAA
                 IV-A-1     22541QL42     AAA
                 IV-A-2     22541QL59     AAA
                 IV-A-3     22541QL67     AAA
                 IV-A-4     22541QL75     AAA
                 IV-A-5     22541QL83     AAA
                 IV-A-6     22541QL91     AAA
                 IV-A-7     22541QM25     AAA
                 IV-A-8     22541QM33     AAA
                 IV-A-9     22541QM41     AAA
                 IV-A-15    22541QN24     AAA
                 IV-A-16    22541QN32     AAA
                 IV-A-17    22541QN40     AAA
                 VI-A-1     22541QP97     AAA
                 VII-A-1    22541QQ21     AAA
                 VIII-A-1   22541QQ39     AAA
                 IX-A-1     22541QQ47     AAA
                 IV-X       22541QQ62     AAA
                 VI-X       22541QQ70     AAA
                 D-X        22541QQ96     AAA
                 IV-P       22541QR38     AAA
                 VI-P       22541QR46     AAA
                 D-P        22541QR61     AAA
                 C-B-1      22541QR79     AA
                 D-B-1      22541QS29     AA
                 C-B-2      22541QR87     A
                 D-B-2      22541QS37     A
                 D-B-3      22541QS45     BBB+
                 C-B-3      22541QR95     BBB-
                 C-B-4      22541QJ78     BB
                 C-B-5      22541QJ86     B

            CSFB Mortgage Backed Trust Series  2004-5
                           Series  2004-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541SYY8     AAA
                 I-A-2      22541SYZ5     AAA
                 I-A-3      22541SZA9     AAA
                 I-A-4      22541SZB7     AAA
                 I-A-5      22541SZC5     AAA
                 I-A-6      22541SZD3     AAA
                 I-A-7      22541SZE1     AAA
                 I-A-8      22541SZF8     AAA
                 I-A-9      22541SZG6     AAA
                 I-A-10     22541SZH4     AAA
                 I-A-11     22541SB80     AAA
                 I-A-12     22541SB98     AAA
                 I-A-13     22541SC22     AAA
                 IV-A-1     22541SZL5     AAA
                 I-X        22541SZQ4     AAA
                 IV-X       22541SZR2     AAA
                 I-P        22541SZV3     AAA
                 A-P        22541SZU5     AAA
                 II-A-1     22541SZJ0     AAA
                 III-A-1    22541SZK7     AAA
                 V-A-1      22541SZM3     AAA
                 V-A-2      22541SZN1     AAA
                 A-X        22541SZT8     AAA
                 V-P        22541SZW1     AAA
                 D-B-1      22541SA24     AA
                 C-B-1      22541SZX9     AA
                 D-B-2      22541SA32     A
                 C-B-2      22541SZY7     A
                 D-B-3      22541SA40     BBB
                 C-B-3      22541SZZ4     BBB
                 D-B-4      22541SB23     BB
                 C-B-4      22541SA73     BB
                 C-B-5      22541SA81     B

            CSFB Mortgage-Backed Trust Series  2002-34
                           Series  2002-34

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      2254W0BZ7     AAA
                 I-X        2254W0EN1     AAA
                 I-P        2254W0ER2     AAA
                 II-P       2254W0ES0     AAA
                 D-B-1      2254W0EY7     AAA
                 D-B-2      2254W0EZ4     AA
                 D-B-3      2254W0FA8     BBB-
                 III-A-4    2254W0CJ2     AAA
                 III-A-8    2254W0CN3     AAA
                 III-A-9    2254W0CP8     AAA
                 III-A-14   2254W0CU7     AAA
                 III-P      2254W0ET8     AAA
                 IV-X       2254W0EQ4     AAA
                 IV-A-1     2254W0EM3     AAA
                 IV-P       2254W0EU5     AAA
                 C-B-1      2254W0EV3     AAA
                 C-B-2      2254W0EW1     AAA
                 C-B-3      2254W0EX9     AA+
                 C-B-4      2254W0FC4     AA-
                 C-B-5      2254W0FD2     BBB

             CSFB Mortgage-Backed Trust Series  2003-1
                           Series  2003-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      2254W0FJ9     AAA
                 I-X        2254W0GA7     AAA
                 I-P        2254W0GC3     AAA
                 II-P       2254W0GD1     AAA
                 D-B-1      2254W0GJ8     AAA
                 D-B-2      2254W0GK5     AA
                 III-A-4    2254W0FT7     AAA
                 III-A-6    2254W0FV2     AAA
                 III-A-7    2254W0FW0     AAA
                 A-X        2254W0GB5     AAA
                 III-P      2254W0GE9     AAA
                 III-B-1    2254W0GF6     AAA
                 III-B-2    2254W0GG4     AAA
                 III-B-3    2254W0GH2     AA
                 III-B-4    2254W0GN9     A+
                 III-B-5    2254W0GP4     BBB

            CSFB Mortgage-Backed Trust Series  2003-11
                           Series  2003-11

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-2      22541QAM4     AAA
                 I-A-3      22541QAN2     AAA
                 I-A-4      22541QAP7     AAA
                 I-A-5      22541QAQ5     AAA
                 I-A-6      22541QAR3     AAA
                 I-A-27     22541QBN1     AAA
                 I-A-28     22541QBP6     AAA
                 I-A-31     22541QBS0     AAA
                 I-A-32     22541QBT8     AAA
                 I-A-33     22541QBU5     AAA
                 I-A-34     22541QBV3     AAA
                 I-A-35     22541QBW1     AAA
                 I-A-36     22541QBX9     AAA
                 I-A-37     22541QBY7     AAA
                 I-A-38     22541QBZ4     AAA
                 I-A-39     22541QCA8     AAA
                 I-A-40     22541QCB6     AAA
                 I-X        22541QCC4     AAA
                 I-P        22541QCD2     AAA
                 I-B-1      22541QCE0     AAA
                 I-B-2      22541QCF7     AA-
                 I-B-3      22541QCG5     A-
                 I-B-4      22541QCK6     BBB-
                 I-B-5      22541QCL4     BB-

            CSFB Mortgage-Backed Trust Series  2003-25
                           Series  2003-25

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541QYE6     AAA
                 I-A-2      22541QYF3     AAA
                 I-A-3      22541QZF2     AAA
                 I-A-4      22541QYG1     AAA
                 I-A-5      22541QYH9     AAA
                 I-A-6      22541QYJ5     AAA
                 I-A-7      22541QYK2     AAA
                 I-A-8      22541QYL0     AAA
                 I-A-9      22541QZN5     AAA
                 I-A-10     22541QYM8     AAA
                 I-A-11     22541QF56     AAA
                 I-X        22541QYS5     AAA
                 II-X       22541QYT3     AAA
                 I-P        22541QYW6     AAA
                 II-P       22541QYV8     AAA
                 C-B-1      22541QYX4     AA
                 C-B-2      22541QYY2     A
                 C-B-3      22541QYZ9     BBB-
                 C-B-4      22541QZG0     BB
                 C-B-5      22541QZH8     B-
                 II-A-1     22541QYN6     AAA

           CSFB Mortgage-Backed Trust Series  2003-7
                           Series  2003-7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-3      22541NG29     AAA
                 I-A-4      22541NG37     AAA
                 I-A-21     22541NJ42     AAA
                 I-A-25     22541NJ83     AAA
                 I-A-26     22541NJ91     AAA
                 I-A-27     22541NK24     AAA
                 I-A-28     22541NK32     AAA
                 I-X        22541NK40     AAA
                 I-P        22541NK57     AAA
                 I-B-1      22541NK65     AAA
                 I-B-2      22541NK73     AA+
                 I-B-3      22541NK81     A+
                 I-B-4      22541NF53     BBB+
                 I-B-5      22541NF61     BB

            CSFB Mortgage-Backed Trust Series  2004-3
                           Series  2004-3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      22541SGB8     AAA
                 I-A-2      22541SGC6     AAA
                 I-A-3      22541SGD4     AAA
                 I-A-4      22541SGE2     AAA
                 I-A-5      22541SGF9     AAA
                 I-A-6      22541SGG7     AAA
                 I-A-7      22541SGH5     AAA
                 I-A-8      22541SGJ1     AAA
                 I-A-9      22541SGK8     AAA
                 I-A-10     22541SGL6     AAA
                 I-X        22541SGU6     AAA
                 A-P        22541SGX0     AAA
                 II-A-1     22541SGM4     AAA
                 II-P       22541SGY8     AAA
                 II-X       22541SGV4     AAA
                 III-A-1    22541SGN2     AAA
                 III-A-2    22541SGP7     AAA
                 III-A-3    22541SGQ5     AAA
                 III-A-4    22541SGR3     AAA
                 III-A-5    22541SGS1     AAA
                 III-X      22541SHQ4     AAA
                 IV-A-1     22541SGT9     AAA
                 IV-P       22541SGZ5     AAA
                 IV-X       22541SGW2     AAA
                 C-B-1      22541SHA9     AA
                 C-B-2      22541SHB7     A
                 C-B-3      22541SHC5     BBB
                 C-B-4      22541SHJ0     BB
                 C-B-5      22541SHK7     B
                 D-B-1      22541SHD3     AA
                 D-B-2      22541SHE1     A
                 D-B-3      22541SHF8     BBB

            CSFB Mortgage-Backed Trust Series  2004-6
                           Series  2004-6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      2254W0GU3     AAA
                 I-A-2      2254W0GV1     AAA
                 I-A-3      2254W0GW9     AAA
                 I-A-4      2254W0GX7     AAA
                 I-A-5      2254W0GY5     AAA
                 I-A-6      2254W0GZ2     AAA
                 I-A-7      2254W0HA6     AAA
                 I-A-8      2254W0HB4     AAA
                 I-A-9      2254W0JQ9     AAA
                 IV-A-4     2254W0HK4     AAA
                 IV-A-5     2254W0HL2     AAA
                 IV-A-9     2254W0HQ1     AAA
                 IV-A-10    2254W0HR9     AAA
                 IV-A-11    2254W0HS7     AAA
                 IV-A-12    2254W0HT5     AAA
                 IV-A-13    2254W0HU2     AAA
                 A-X        2254W0HW8     AAA
                 A-P        2254W0HY4     AAA
                 II-A-1     2254W0HC2     AAA
                 II-A-2     2254W0HD0     AAA
                 III-A-1    2254W0HE8     AAA
                 III-A-2    2254W0HF5     AAA
                 V-A-1      2254W0HV0     AAA
                 C-X        2254W0HX6     AAA
                 CP         2254W0HZ1     AAA
                 C-B-1      2254W0JD8     AA
                 B-1        2254W0JA4     AA
                 C-B-2      2254W0JE6     A
                 B-2        2254W0JB2     A
                 C-B-3      2254W0JF3     BBB
                 B3         2254W0JC0     BBB
                 C-B-4      2254W0JM8     BB
                 B-4        2254W0JJ5     BB
                 C-B-5      2254W0JN6     B
                 B-5        2254W0JK2     B

            CSFB Mortgage-Backed Trust Series  2004-7
                           Series  2004-7

                 Class      CUSIP         Rating
                 -----      -----         ------
                 I-A-1      2254W0JR7     AAA
                 I-A-2      2254W0JS5     AAA
                 I-A-3      2254W0JT3     AAA
                 I-A-4      2254W0KY0     AAA
                 I-A-5      2254W0KZ7     AAA
                 I-A-6      2254W0LA1     AAA
                 III-A-1    2254W0JY2     AAA
                 III-A-2    2254W0JZ9     AAA
                 III-A-3    2254W0KA2     AAA
                 IV-A-1     2254W0KB0     AAA
                 VI-A-1     2254W0KD6     AAA
                 A-X        2254W0KE4     AAA
                 C-X        2254W0KF1     AAA
                 A-P        2254W0KG9     AAA
                 C-P        2254W0KH7     AAA
                 II-A-1     2254W0JU0     AAA
                 II-A-2     2254W0JV8     AAA
                 II-A-3     2254W0JW6     AAA
                 II-A-4     2254W0JX4     AAA
                 II-A-5     2254W0LB9     AAA
                 II-A-6     2254W0LC7     AAA
                 II-A-7     2254W0LD5     AAA
                 V-A-1      2254W0KC8     AAA
                 C-B-1      2254W0KM6     AA
                 D-B-1      2254W0KJ3     AA
                 C-B-2      2254W0KN4     A
                 D-B-2      2254W0KK0     A
                 C-B-3      2254W0KP9     BBB
                 C-B-4      2254W0KV6     BB
                 C-B-5      2254W0KW4     B

        MRFC Mortgage Pass-Through Trust Series 1999-TBC3
                           Series  1999-TBC3

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-2        585525DF2     AAA
                 B-1        585525DH8     AAA
                 B-2        585525DJ4     AAA
                 B-3        585525DK1     AAA

        MRFC Mortgage Pass-Through Trust Series 2000-TBC2
                           Series  2000-TBC2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        585525ED6     AAA
                 X          585525EE4     AAA
                 B-1        585525EG9     AAA

        MRFC Mortgage Pass-Through Trust Series 2000-TBC3
                           Series  2000-TBC3

                 Class      CUSIP         Rating
                 -----      -----         ------

                 A-1        585525EN4     AAA
                 X          585525EP9     AAA
                 B-1        585525ER5     AAA
                 B-2        585525ES3     AAA
                 B-3        585525ET1     AAA

        MRFC Mortgage Pass-Through Trust Series 2001-TBC1
                           Series  2001-TBC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        585525FC7     AAA
                 X          585525FD5     AAA
                 B-1        585525FE3     AAA
                 B-2        585525FF0     AAA
                 B-3        585525FG8     AA+

        MRFC Mortgage Pass-Through Trust Series 2002-TBC1
                           Series  2002-TBC1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          585525FN3     AAA
                 X          585525FP8     AAA
                 B-1        585525FR4     AA+
                 B-2        585525FS2     AA
                 B-3        585525FT0     A

        MRFC Mortgage Pass-Through Trust Series 2002-TBC2
                           Series  2002-TBC2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          585525FX1     AAA
                 X          585525FY9     AAA
                 B-1        585525GA0     AA
                 B-2        585525GB8     A
                 B-3        585525GC6     BBB

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  1994-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 B-1        79548KJR0     AAA
                 B-2        79548KJS8     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  1994-4A

                 Class      CUSIP         Rating
                 -----      -----         ------
                 4A-A       79548KKP2     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  1994-5

                 Class      CUSIP         Rating
                 -----      -----         ------
                 B-1        79548KLA4     AAA
                 B-2        79548KLB2     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  1994-11

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A          79548KLV8     AAA
                 IO         79548KLW6     AAA
                 PO         79548KLX4     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  1999-2

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A1-4       79548KH35     AAA
                 A1-6       79548KJ66     AAA
                 A2         79548KH76     AAA
                 PO         79548K9N9     AAA
                 IO         79548K9O6     AAA

           Salomon Brothers Mortgage Securities VII Inc.
                           Series  2000-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        79548K3A4     AAA
                 A-2        79548K3B2     AAA
                 PO         79548K3F3     AAA
                 IO         79548K3G1     AAA
                 B-1        79548K3C0     AAA
                 B-2        79548K3D8     AAA
                 B-3        79548K3E6     AAA

            Salomon Brothers Mortgage Securities VII Inc.
                           Series  2000-UP1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        79548K5E4     AAA
                 A-2        79548K5F1     AAA

            Salomon Brothers Mortgage Securities VII Inc.
                           Series  2003-1

                 Class      CUSIP         Rating
                 -----      -----         ------
                 A-1        79549AYP8     AAA
                 A-2        79549AYQ6     AAA
                 S          79549AYR4     AAA
                 IO         79549AYS2     AAA
                 PO         79549AYT0     AAA
                 B-1        79549AYU7     A


* Mary Schapiro Takes Christopher Cox's Place as SEC Chairperson
----------------------------------------------------------------
President-elect Barack Obama, who will assume his post in January
will appoint Financial Industry Regulatory Authority Chief Mary
Schapiro as chairperson of the Securities and Exchange Commission.
She will replace Christopher Cox.

Ronald D. Orol at MarketWatch reports that President-Elect Barack
Obama chose Ms. Schapiro on Thursday to the SEC, which is likely
to be restructured due to the financial crisis.  According to
MarketWatch, Ms. Schapiro was an independent commissioner at the
SEC between 1988 and 1994.

Mr. Cox said on Dec. 18, "I commend President-elect Obama on his
outstanding choice of Mary Schapiro to chair the Securities and
Exchange Commission after my service ends next month.  I have
worked closely with Mary for many years on a wide range of
financial industry and market regulation efforts, including the
creation of FINRA and the protection of senior investors, and she
has always been a consummate professional.  Her experience at both
the CFTC and SEC will be invaluable in tackling the challenges of
regulatory restructuring that the next Congress will face.  She is
deeply committed to protecting investors and ensuring the
integrity of our markets, and I know that the employees and alumni
of the SEC join me in congratulating Mary and wishing her a smooth
and expeditious confirmation."

Citing regulatory observers, MarketWatch relates that
Ms. Schapiro was a solid shareholder advocate while she was a
commissioner at the SEC and that she could be an activist on
investor issues again.  The report quoted Riskmetrics Inc.
director Patrick McGurn as saying, "You have to put [Schapiro] on
the progressive side of the scale when it came to initiatives for
shareholders."


* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***