TCR_Public/081230.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 30, 2008, Vol. 12, No. 309

                             Headlines



ABITIBIBOWATER INC: To Seek Payment From Ottawa for Assets
ABLE ENERGY: Names O'Brien as CFO & Posts $1.5MM Net Loss in 3Q
AFC ENTERPRISES: Peninsula Capital Pares Equity Stake to 4.73%
AHAVA OF CALIFORNIA: Gets $3.5 Million Bid From FJB LLC
ALLIED DEFENSE: MECAR Unit Gets $37,000,000 Subcontract

ANTIGENICS INC: Faces Delisting from NASDAQ Stock Market Staff
ASTORIA BAY: Case Summary & Largest Unsecured Creditor
ATHEROGENICS INC: Order Allowing Severance Payment Now Final
BALTIMORE OPERA: Fails to Refund Tickets Sold for Canceled Shows
BARRATT AMERICAN: Dispute With Lender Leads to Chapter 11 Filing

BERNARD L. MADOFF: Investigators Probe Middlemen in Fraud
CADENCE INNOVATION: Sued by GM for August 2008 Accommodation Pact
CADENCE INNOVATION: Seeks April 23 Extension for Plan Filing
CADENCE INNOVATION: Hillsdale Liens Challenge Period Extended
CADENCE INNOVATION: Reaches Accommodation Deal with Chrysler

CALIFORNIA COVE: U.S. Trustee Asks Court to Dismiss Case
CENTERLINE HOLDING: Completes Financing Deal With Bank Lenders
CHARLES TAGGART: Case Summary & 20 Largest Unsecured Creditors
CHARTER COMMS: Discloses Resignation of Two Directors from Board
CHINA AOXING: Working Capital Deficit Prompts Going Concern Doubt

CHINA LOGISTICS: Files Second Amendment to 2007 Annual Report
CHRYSLER LLC: Reaches Deal With Cadence on Accommodation Pact
CIRCUIT CITY: Court Grants Final Approval to DIP Financing
CIRCUIT CITY: Sec. 341 Meeting of Creditors Set for January 9
CIRCUIT CITY: Files Schedules of Assets and Liabilities

CIRCUIT CITY: Files Statement of Financial Affairs
COMPOSITE TECHNOLOGY: Auditor Raises Going Concern Doubt
CORTE FRECCIA: Voluntary Chapter 11 Case Summary
CUZZENS INC: Case Summary & 20 Largest Unsecured Creditors
DANIEL BYERLY: Case Summary & 20 Largest Unsecured Creditors

DESERT RIDERS: Case Summary & 20 Largest Unsecured Creditors
DHP HOLDINGS: To Liquidate Business Under Chapter 11
DHP HOLDINGS: Case Summary & 35 Largest Unsecured Creditors
DIAS HOLDING: Two Directors Voluntarily Resign
DNC MULTIMEDIA: Case Summary & 20 Largest Unsecured Creditors

DUNE ENERGY: Has Until January 14 to Submit NYSE Compliance Plan
ECOLOGY COATINGS: Auditor Raises Going Concern Doubt
ELAM TODD: Files for Chapter 7 Liquidation
EMERGENCY CENTERS: Case Summary & 20 Largest Unsecured Creditors
EQUISTAR CHEMICALS: Discloses Two Officers' Termination of Service

ESTEVES CONCRETE: Files for Chapter 7 Protection
EVEREST CONSTRUCTION: Files for Chapter 7 Liquidation
FLYING J: Can Access Cash Collateral for Big West & Longhorn
FLYING J: Organizational Meeting to Form Panel on January 5
FORD MOTOR: Kirk Kerkorian Sells Remaining Stake in Firm

GENERAL MOTORS: Treasury Loans $1-Bil. for GMAC Rights Offering
GENERAL MOTORS: Sues Cadence to Comply with Deal, Recover Tooling
GLOBAL AIRCRAFT: Defaults on Victory Park Loans; Director Resigns
GLOBAL MOTORSPORT: Plan Filing Period Extended to Dec. 29, 2008
GMAC LLC: Debt Exchange Offers Expire, Results Tabulation Ongoing

GMAC LLC: U.S. Treasury Announces $5-Bil. TARP Investment
GRACE WU: Case Summary & 20 Largest Unsecured Creditors
GRAHAM PACKAGING: Names Mark S. Burgess as Chief Executive Officer
GREEN BUILDERS: Auditor Raises Going Concern Doubt
HAWAIIAN TELCOM: Bankruptcy Court OKs Transfer of Case to Hawaii

HAWAIIAN TELCOM: Sec. 341 Meeting of Creditors on Jan. 27
HAWAIIAN TELCOM: Pimco and Capre Want to Join Creditors Committee
HCA INC: Cuts Jobs, 90 Information Technology Employees Affected
HELLER EHRMAN: Files for Chapter 11 Bankruptcy to Liquidate
HELLER EHRMAN: Voluntary Chapter 11 Case Summary

HEXION SPECIALTY: Cancels Notes Offering due to Merger Termination
IAME GROUP: Case Summary & 20 Largest Unsecured Creditors
IDEARC INC: Board Member Resigns, NYSE Suspends Stock Trading
INDYMAC BANK: Sale to Private Equity & Hedge Fund Group Imminent
INNOVEX INC: Auditor Raises Going Concern Doubt

INTERMETRO COMMS: Names Fish as New CFO; Posts $1.8MM Loss in 3Q
INTERSTATE BAKERIES: Incurs $41.4MM Loss for Nov. 15 Quarter
INTERSTATE BAKERIES: May Liquidate if Exit Financing Talks Fail
INTERSTATE BAKERIES: Lease Decision Period Extended to June 21
INTERSTATE BAKERIES: IRS Compromise Agreement Approved

IOWA RENEWABLE: Auditor Raises Going Concern Doubt
IVIVI TECHNOLOGIES: Posts $2.1MM Net Loss in Qtr. Ended Sept. 30
JASON WHITE: Case Summary & 20 Largest Unsecured Creditors
JMYGEEZ INC: Chapter 7 Trustee Ready to Sell Assets on Jan. 8
JOHN JONES: Case Summary & 20 Largest Unsecured Creditors

JORGE GONZALEZ-CARDONA: Case Summary & Largest Unsecured Creditor
KB TOYS: Will Honor New Yorkers' Gift Cards
KHALED ELWARACKY: Involuntary Chapter 11 Case Summary
L.L. SWOR: Case Summary & 20 Largest Unsecured Creditors
LAND RESOURCE: Obtains Final Authority to Secure DIP Financing

LAND RESOURCE: Court Approves Bidding Procedures; Bid Protections
LENNAR CORP: Amends Senior Unsecured Revolving Credit Facility
LENNAR CORP: Posts $1.1 Billion Net Loss in Year Ended November 30
LEVEL 3 COMMUNICATIONS: Completes $373.8MM Offering of 15% Notes
LEVEL 3 COMMUNICATIONS: Completes Convertible Notes Tender Offers

LINENS 'N THINGS: Seeks Jan. 15 Auction for Intellectual Property
MARITZA CAINS: Voluntary Chapter 11 Case Summary
MEDIACOM COMMUNICATIONS: Grants Stock Options to Some Executives
MICHAEL BERRIE: Case Summary & 20 Largest Unsecured Creditors
MORTGAGEBROKERS.COM: Sept. 30 Balance Sheet Upside Down by $2MM

NAVDEEP JAGGI: Voluntary Chapter 11 Case Summary
NETVERSANT SOLUTIONS: To Sell Assets to Lender Patriarch Partners
NEVADA UENO: Voluntary Chapter 11 Case Summary
NEXCEN BRANDS: Sells Bill Blass Unit to Peacock for $10,000,000
NEXCEN BRANDS: Bill Blass Sale Prompts Amendment to BTMU Facility

NORBRECK LLC: Case Summary & 20 Largest Unsecured Creditors
NORTHWESTERN CORP: PSC Slaps $750,000 Fine on Violations
OSCIENT PHARMA: NASDAQ Extends Temporary Suspension to 90 Days
PALMS OF TREASURE ISLAND: Files for Bankruptcy in Florida
PALMS OF TREASURE ISLAND: Voluntary Chapter 11 Case Summary

PARENT CO: Files for Bankruptcy; DE Shaw Assumes Bank Debt
PARENT CO: Case Summary & 40 Largest Unsecured Creditors
PAUL FLORES: Case Summary & 20 Largest Unsecured Creditors
PILGRIM'S PRIDE: Names Don Jackson as Chief Executive Officer
PILGRIM'S PRIDE: Reports $998.6MM Net Loss for Fiscal Year 2008

PILGRIM'S PRIDE: To Cut 505 Jobs in Live Oak, Fla. in 2009
PILGRIM'S PRIDE: FMR LLC Discloses 2.33% Equity Stake
POWERMATE CORP: Inks Confidential Settlement With Lowe's
PRECISION PARTS: Section 341(a) Meeting Scheduled for January 20
PRIMEDIA INC: Board Approves $5 Million Stock Repurchase Program

PRIMEDIA INC: Has until January 2 to Submit NYSE Compliance Plan
RESIDENTIAL CAPITAL: GMAC's Private Debt Exchange Offers Expire
RESIDENTIAL CAPITAL: Treasury Announces $5-Bil. TARP Investment
RICKEY BYRD: Voluntary Chapter 11 Case Summary
ROCK WELL: Files for Chapter 15 Bankruptcy in Wyoming

RPM SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
SEA CONTAINERS: Sells Interests in Societe Bananiere
SEA CONTAINERS: Settles Trilogy Portfolio Claim for $4,300,000
SEA CONTAINERS: Assigns $2.8MM Intercompany Receivable
SEA CONTAINERS: To Pay Goldman Sachs $17.5MM to Settle Claims

SHEARIN FAMILY: Seeks to Obtain $10,600,000 Loan from GreenHawk
SPECIAL DEVICES: Can Access $3,000,000 Wayzata DIP Facility
SPECIAL DEVICES: Taps Brincko Associates as Financial Advisor
SPO MEDICAL: Sept. 30 Balance Sheet Upside Down by $287,000
SPRINT NEXTEL: Reduces Virgin Mobile's Dec. 2008 Usage Payments

SRA INC: Case Summary & List of Unsecured Creditors
SYNTAX-BRILLIAN: Court Suspends Services of Examiner
TEKNI-PLEX: Noteholders Relax Covenants Under 2012 & 2013 Notes
TEKNI-PLEX: Mesterharm Steps Down as Restructuring Officer
TERRA NOSTRA: Court Approves Involuntary Ch. 11 Petition

TOUSA INC: Unsec. Creditors Defeat Lenders' Dismissal Motion
UNI-MARTS: Has Until Feb. 23 to File Chapter 11 Plan
VALLEY CLUB: Court Dismisses Chapter 11 Case
VERASUN ENERGY: Can Employ AP Services as Crisis Managers
VERASUN ENERGY: Seeks to Employ Deloitte Tax As Advisors

VERASUN ENERGY: Committee Seeks to Retain Greenberg as Co-Counsel
VERASUN ENERGY: Committee Seeks to Retain Houlihan as Co-Counsel
VIREXX MEDICAL: Paladin Is Sole Shareholder; Obtains $1.25MM Loan
VIRGIN MOBILE: Board Awards Restricted Stock Units to Directors
VIRGIN MOBILE: Dec. 2008 Payment Under Sprint Pact Reduced

VIRGIN MOBILE: No Exact Date Yet on Special Stockholders Meeting
WARD CLEMMONS: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON COAST I: Voluntary Chapter 11 Case Summary
WERNER LADDER: Judge Carey to Handle $1BB Suit vs. Shareholders
WERNER LADDER: Fox Rothschild Sues Old Ladder for Fees

WERNER LADDER: Wilkie Farr Faces Lawsuit for Negligence
WERNER LADDER: Litig. Designee Wants PWC Fees Disgorged
WILLIAM MULLENBACH: Case Summary & 20 Largest Unsec. Creditors
YOUNG BROADCASTING: Gabelli Discloses 6.51% Equity Stake

* Stevens & Lee's Goldberger Among First INSOL Int'l Fellows

* Large Companies with Insolvent Balance Sheets



                             *********

ABITIBIBOWATER INC: To Seek Payment From Ottawa for Assets
----------------------------------------------------------
Oliver Moore at Globe and Mail reports that AbitibiBowater Inc.
said that the company would be seeking payment for its assets, for
which Ottawa could be responsible as signatory to the North
American free-trade agreement.

Citing observers, Globe and Mail relates that AbitibiBowater's
move would challenge whether Ottawa can sign treaties binding
provinces without their consent.  Premier Danny Williams, the
report says, rushed through legislation to confiscate many of
AbitibiBowater's assets in the province after the company said
that it would close its mill.

AbitibiBowater, according to Globe and Mail, alleges breach of
NAFTA's Chapter 11 provisions on expropriation and compensation,
minimum standard of treatment and non-discrimination.
AbitibiBowater could bring its complaint before a NAFTA panel to
determine its legal rights if the dispute can't be resolved within
six months, the report says.

"They're not going to settle the compensation in six months, I
just don't think that could be done," Globe and Mail quoted
Lawrence Herman, international-trade counsel at Cassels Brock &
Blackwell LLP, as saying.

                     About AbitibiBowater Inc.

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

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

                           *     *    *

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


ABLE ENERGY: Names O'Brien as CFO & Posts $1.5MM Net Loss in 3Q
---------------------------------------------------------------
Able Energy, Inc., has appointed John F. O'Brien as Interim Chief
Financial Officer to replace Daniel Johnston who is leaving the
company for personal reasons.   Mr. Johnston will continue to
assist the company on a consulting basis as his time permits and
as required by the company.

Mr. O'Brien has an extensive background in financial accounting
management, regulatory requirements of public companies,
investment banking, private equity, M&A, financial operations and
venture capital.  He has managed numerous transactions related to
mergers and acquisitions for clients ranging in size from small
capitalization enterprises to Fortune 1000 companies, handled
public market IPOs, and provided strategic and financial advisory
services to both public and private corporations in a variety of
industries.

Most recently, Mr. O'Brien was a Managing Director at Aegis
Capital Corp.  Additionally, he has experience as the founder and
CEO and CFO of MultiTechnics Corp. in Boston, MA, which was a
multi-unit retail store chain.  Earlier in his career, he also
served as CFO of Miles River Development Corp., of Boston, a real
estate development company.  Mr. O'Brien holds a Bachelor of Arts
degree in economics from Boston College.

Gregory D. Frost, the company's CEO and Chairman, stated, ?We
thank Mr. Johnston for all his hard work and contributions to the
company, particularly in the preparation of our most recent
financial reports.  We are pleased to have Mr. O'Brien join us at
this particularly challenging time and welcome his assistance in
our effort to secure additional sources of capital to fund our
operations and growth efforts. The current financial crisis in the
US has presented us with similar difficulties as that of many
other companies but we are making progress in stabilizing our
business, cutting expenses and managing our limited resources.?

The company will continue to engage outside, independent financial
consultants to assist Mr. O'Brien with the preparation of the
company's SEC filing requirements.

                      Third Quarter Net Loss

In a regulatory filing, Mr. Frost disclosed that the company has
incurred losses from continuing operations during the three months
ended September 30, 2008 of approximately, $1.5 million resulting
in an accumulated deficit balance of approximately $32.1 million
as of September 30, 2008.  "Net cash provided by operations during
the three months ended September 30, 2008, was approximately
$1.3 million.  The company had a working capital deficiency of
$14.1 million.  These factors raise substantial doubt about the
company's ability to continue as a going concern."

According to Mr. Frost, on May 30, 2007, the company completed a
business combination with All American Plazas, Inc. now known as
All American Properties, Inc.  "The company is pursuing sales
initiatives, cost savings and credit benefits as contemplated in
the business combination including consolidation of business
operations where management of the company deems appropriate for
the combined entity.  In order to conserve its capital resources
and to provide incentives for the company's employees and other
service vendors, the company expects to continue to issue, from
time to time, common stock and stock options to compensate
employees and non-employees for services rendered.  The company is
focusing on expanding its distribution programs and new customer
relationships to increase demand for its products.  In addition,
the company is pursuing other lines of business, which include
expansion of its current commercial business into other products
and services such as solar energy and other energy related home
services.  The company is also evaluating, on a combined basis,
all of its product lines for cost reductions, consolidation of
facilities and efficiency improvements.  There can be no
assurance, however, that the company will be successful in
achieving its operational improvements which would enhance its
liquidity situation."

"The company has been funding its operations through an asset-
based line of credit and other financing facilities.  Through the
quarter ended September 30, 2008, the company has issued notes
receivable and loans to other affiliates and to Properties, its
largest stockholder, with a balance at September 30, 2008 of
approximately $0.9 million.  The company has granted Properties a
series of extensions of the maturity of these obligations."

As of September 30, 2008, the company's balance sheet showed total
assets of $32,801,241, total liabilities of $27,944,777, and total
stockholders' equity of $4,856,464.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36e8

                         About Able Energy

Able Energy Inc. is engaged in two primary business activities,
organized in two segments: the Oil Segment and the Travel Plaza
Segment.  The company's Oil Segment is engaged in the retail
distribution of, and the provision of services relating to, #2
home heating oil, propane gas, kerosene and diesel fuels. In
addition to selling liquid energy products, the company offers
complete heating, ventilation and air conditioning installation
and repair and other services and also markets other petroleum
products to commercial customers, including on-road and off-road
diesel fuel, gasoline and lubricants.  The company's Travel Plaza
Segment, operated by its wholly-owned subsidiary All American
Plazas, Inc., is engaged in the retail sale of food, merchandise,
fuel, personal services, onsite and mobile vehicle repair,
services and maintenance to both the professional and leisure
driver through a network of travel plazas, located in
Pennsylvania, New Jersey, New York and Virginia.


AFC ENTERPRISES: Peninsula Capital Pares Equity Stake to 4.73%
--------------------------------------------------------------
Scott Bedford disclosed in a regulatory filing with the Securities
and Exchange Commission that his Peninsula Capital Management, LP
and Peninsula Master Fund, Ltd., may be deemed to beneficially own
1,197,892 in the aggregate, or roughly 4.73%, of the common stock,
$.01 par value, of AFC Enterprises, Inc., as of November 20, 2008.

Prior to that, Peninsula held 1,285,701 or roughly 5.10%, of the
company shares.

Peninsula Capital may be deemed to be the beneficial owner of the
securities by virtue of its role as the investment manager of the
investment fund which owns such securities, according to Mr.
Bedford.

Mr. Bedford is the President of California-based Peninsula Capital
Management, Inc., which is Peninsula Capital Management, LP's
general partner.

Henry Hope III, the company's chief financial officer, disclosed
the acquisition of 2,250 company shares, to raise his stake to
26,517 shares.

As of October 31, 2008 there were 25,295,273 shares of the
company's common stock, par value $.01 per share, outstanding.

On November 12, 2008, the company entered into amended and
restated employment agreements with Harold M. Cohen, the Senior
Vice President -- Legal Affairs, General Counsel, Chief
Administrative Officer and Secretary of the company and its
Popeyes Chicken & Biscuits division; and Mr. Hope, who also serves
as Senior Vice President and Chief Financial Officer of the
company and its Popeyes Chicken & Biscuits division.  The new
employment agreements are substantially similar to the employment
agreements they replace, except that the new employment agreements
(i) provide for an annual base salary of $280,000 for Mr. Cohen
and $290,000 for Mr. Hope, (ii) incorporate changes to the benefit
plans, incentive pay and severance benefits previously approved by
the Board of Directors for Mr. Cohen and Mr. Hope, respectively
and (iii) contain certain provisions to make them compliant with
the requirements of, and final regulations promulgated under,
Section 409A of the Internal Revenue Code of 1986, as amended.

                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. (Nasdaq:
AFCE) -- http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants.  As of July 13, 2008, Popeyes had 1,901
restaurants in the United States, Puerto Rico, Guam and 25 foreign
countries.

As of October 5, 2008, the company had $142.9 million in total
assets, including $42.3 million in current assets; $47.4 million
in total current liabilities and $136.3 million in total long-term
liabilities; and $40.8 million in shareholders' deficit.  The
company also had $151.5 million in accumulated deficit.  The
company reported $4.0 million in net income for the 12 weeks ended
October 5, 2008, on $38.3 million in total revenues.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2008,
Moody's Investors Service assigned a Speculative Grade Liquidity
rating of SGL-3 to AFC Enterprises Inc., indicating Moody's
belief that the company should maintain adequate liquidity over
the upcoming four quarters.


AHAVA OF CALIFORNIA: Gets $3.5 Million Bid From FJB LLC
-------------------------------------------------------
David Winters at Watertown Daily Times reports that FJB LLC of New
York City has offered $3.5 million for Ahava of California LLC's
plants in Ogdensburg and Lowville.

As reported by the Troubled Company Reporter on Dec. 29, 2008, the
U.S. Bankruptcy Court for the Central District of California
approved, on a preliminary basis, the request of Ahava of
California, LLC, to sell substantially all of its assets, subject
to higher and and better offers.

The auction will be held on Dec. 30, 2008, before the Bankruptcy
Court.

"This sale will transfer the title to any and all of the assets
owned or used by Ahava of California," Watertown Daily quoted
Josefina F. McEvoy at K&L Gates of Los Angeles, the attorney for
Ahava of California, as saying.  According to Watertown Daily,
Ahava of California secured court approval to name FJB as the
stalking horse at the auction for its assets.

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


ALLIED DEFENSE: MECAR Unit Gets $37,000,000 Subcontract
-------------------------------------------------------
The Allied Defense Group, Inc.'s Texas-based wholly owned
subsidiary, MECAR USA, has teamed with Alliant Techsystems in an
$87,000,000 contract awarded by the U.S. Army Sustainment Command
in Rock Island, Illinois, early this month.

The $87 million contract requires Alliant to supply non-standard
(non-NATO) ammunition in support of emergent requirements for
Afghan National Security Forces.  As subcontractor, MECAR USA will
receive orders, potentially in excess of $37 million, to deliver
various types of non-standard ammunition manufactured throughout
the world.  Team ATK has utilized its long standing position in
the international ammunition community to qualify and secure high
quality, reliable and competitive manufacturers and sellers of
these rounds for the benefit of its customer and end users.

                          Adequate Cash

The Allied Defense Group said in a November regulatory filing with
the Securities and Exchange Commission it believes it has adequate
cash sources to fund operations for the remainder of 2008 based on
its strong current backlog and its history of performing on a
profitable basis when backlog is substantial.

The company said it will have adequate cash to meet the
convertible note holders "put" in December 2008 and January 2009.
The company also said its management has begun the process of
securing a long-term credit facility solution for its MECAR S.A.
unit.  Management believes that adequate opportunities will be
available to finalize a long-term solution for the company's
credit needs.

Moreover, in October 2008, the company's Global Microwave Systems,
Inc., subsidiary sold substantially all of its assets in a
transaction that provided net proceeds of roughly $6,800,000 after
repayment of $10,908,000 to the note holders, pursuant to the
terms of the Convertible Notes and the repayment of the GMS
acquisition promissory note of $3,392,000.

                      MECAR Credit Facility

In April 2008, MECAR reached an agreement with its existing bank
group regarding its credit facility.  The agreement provides for
an expansion of the total credit facility from roughly $61,914,000
(EUR42,850,000) to $65,924,000 (EUR45,625,000).  The credit
facility was restructured and the portion designated for tax
prepayments was terminated.  The agreement provides for a cash
line of $14,738,000 (EUR10,200,000) and performance bond and
advance payment guarantee line of $51,186,000 (EUR35,425,000).

The agreement required a partial repayment of MECAR's cash line of
$7,369,000 (EUR5,100,000) in July 2008 and the remainder to be
repaid by November 30, 2008.  The performance bond and advance
payment guarantee line expires on December 31, 2008.  According to
the company, after that date, it would be unable to issue any new
performance bonds or advance payment guarantees without a new
credit facility.

Based on the timing of MECAR's shipments in July 2008, the company
was unable to repay half of the cash line by July 31, 2008, but
subsequently made the required repayments to the banking facility
in the third quarter of 2008.

In a November 13 filing, the company said that based on cash flow
projections, it believes its MECAR subsidiary would be able to
repay the remaining $7,369,000 (EUR5,100,000) by November 30,
2008, with cash generated from operations.  The company has not
provided updates on the payment.

The company also said MECAR has shipments of roughly $52,258,000
(EUR36,167,000) -- which have occurred and are projected for the
balance of the fourth quarter of 2008 to its largest client --
that will allow the subsidiary to generate cash in the fourth
quarter in addition to other operating activities that will
generate cash.

In April 2008, MECAR's bank group received local government
support that will guarantee an additional portion of MECAR's
performance bonds and advance payment guarantees from May through
November 2008.  According to the company, the additional guarantee
will reduce the required restricted cash balances at MECAR and
allow the company to fund MECAR through its critical working
capital expansion period.  The agency began guaranteeing roughly
50% of MECAR's new performance bonds and advance payment
guarantees in July 2007.

Allied Defense said it is in discussions with members of the
existing MECAR bank facility and other financial institutions to
replace the existing credit facility.  The anticipated new credit
facility will have both a revolving cash line facility and
performance bond and advance payment guarantee line like the
existing facility.  The company may look to expand the size of the
performance bond and advance payment guarantee line to meet its
projected requirements.  According to the company, the refinancing
of the credit facility, in some form, is critical to the company's
ability to continue operations. Initial interest in establishing a
new banking relationship has been expressed by certain existing
bank group members although specific terms have not been
documented at this time.

At September 30, 2008, the company had $5,093,000 in cash on hand.
For the nine months ended September 30, 2008, the company used
$21,338,000 of cash for operating activities from continuing
operations mainly related to increases in accounts receivable and
costs and accrued earnings on uncompleted contracts at MECAR as it
performs on its substantial backlog.  The company does not
anticipate continuing to use cash at this level for the remainder
of 2008 as MECAR will increase its billings as the contracts in
progress are shipped and generate cash collections from accounts
receivable in the fourth quarter of 2008.

                   Convertible Note Obligations

As of September 30, 2008, the principal outstanding balance of the
Convertible Notes was $19,876,000.  The Convertible Notes have a
put feature that allows the holders to put the notes back to the
company on December 26, 2008, and January 19, 2009, based on the
date of issuance.  On October 10 through 14, 2008, the company
received notices from all four of its note holders requiring the
company to redeem all of the outstanding Notes at face value on
December 26, 2008, and January 19, 2009.  The company is required
to redeem $8,039,000 on December 26, 2008 and $928,000 on January
19, 2009.

The company said it would use the remaining GMS proceeds, its
existing cash balances, and cash generated from operations, as
needed, to repay the Convertible Notes.  The company has not
provided an update on the payments.

                         Firm Commitments

While the company is looking to secure long-term MECAR financing
and be able to satisfy the put feature on its Convertible Notes,
the company cautioned that there can be no assurance that:

   -- The company will be successful securing MECAR's long-term
      financing.

   -- The company will be successful generating adequate cash at
      its MECAR subsidiary in the fourth quarter of 2008 to
      repay its existing credit facility.

   -- The company will be successful in taking necessary steps
      to be in a position to satisfy the "put" of its senior
      secured convertible notes which will be made in
      December 2008 and January 2009.

   -- The company will be successful in its restructuring and
      turnaround efforts at its subsidiaries.

   -- The company will be able to meet the financial debt
      covenants of its debt instruments.

The company noted in November that it has less than $200,000 of
firm commitments for capital expenditures outstanding as of
September 30, 2008.

                      About Allied Defense

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- http://www.allieddefensegroup.com-- is a
diversified international defense and security firm which develops
and produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                         Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.

As of September 30, 2008, the company had $158,249,000 in total
assets, $121,446,000 in total liabilities, and $36,518 in retained
deficit.  The company posted a $6,220,000 net loss on revenues of
$50,813,000 for the three months ended September 30, 2008.


ANTIGENICS INC: Faces Delisting from NASDAQ Stock Market Staff
--------------------------------------------------------------
Antigenics Inc. received a letter from the Listing Qualifications
Staff of The NASDAQ Stock Market LLC indicating that it had not
regained compliance with Marketplace Rule 4450(b)(1)(A), requiring
a minimum $50 million market value of listed securities for
continued inclusion on The NASDAQ Global Market.

The company said that it also receive a letter from the staff that
it failed to comply Marketplace Rule 4450(b)(1)(A) and
4450(b)(1)(B) on Nov. 26, 2008.

The Staff has indicated that the company's common stock is subject
to delisting unless it requests a hearing before a NASDAQ Listing
Qualifications Panel.  The company said it intends to request a
hearing before the Panel to present its plan to maintain continued
listing.

The company's shares will continue to be listed on The NASDAQ
Global Market pending the issuance of the Panel's decision after
the hearing.  Alternatively, the company may apply to have its
listing transferred to the NASDAQ Capital Market, provided that it
satisfies the requirements for continued listing on that market at
the time of transfer.

Headquartered in New York City, Antigenics Inc. (NASDAQ:AGEN) --
http://www.antigenics.com/-- is a biotechnology company focused
on developing technologies and product candidates to treat cancers
and infectious diseases, primarily based on immunological
approaches.  The company's principal product candidate is
Oncophage (vitespen), a patient-specific therapeutic cancer
vaccine candidate that has been tested, or is being tested, in
several cancer indications.


ASTORIA BAY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Astoria Bay LLC
        264 W Marine Drive
        Astoria, OR 97103

Bankruptcy Case No.: 08-37064

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Bradley L. Brown, Esq.
                  12725 SW Millikan Way #260
                  Beaverton, OR 97005
                  Tel.: (503) 469-1229
                  Email: blbrown360@hotmail.com

Total Assets: $2,924,269

Total Debts: $2,620,394

The Debtor's Largest Unsecured Creditor:

The Debtor disclosed that its largest unsecured creditor is
Clatsop Clounty, owed $998.

The petition was signed by Charles Taggart, Manager of the
company.


ATHEROGENICS INC: Order Allowing Severance Payment Now Final
------------------------------------------------------------
AtheroGenics, Inc., relates in a regulatory filing with the
Securities and Exchange Commission that the order entered by the
United States Bankruptcy Court for the Northern District of
Georgia on November 18, 2008, approving the payment of severance
to employees upon their involuntary separation from the company's
employment is deemed final.

According to the company, the objection period specified in the
order expired December 8, 2008, and as a result the order is now
final.

Pursuant to the order, Drs. Medford and Montgomery, and Messrs.
Colonnese and Gaynor will each receive a cash payment of $125,000
in the event of their involuntary separation from the company's
employment -- other than a "for cause" separation.  Since the
amount is substantially lower than the amount of severance that
would have been payable under each of the Named Executive
Officer's employment agreement, each Named Executive Officer will
also have a non-priority, general unsecured claim against the
company's bankruptcy estate for such difference.

Each Named Executive Officer will also be entitled to receive an
additional incentive payment if the company's non-cash assets are
sold for amounts that exceed certain thresholds approved by the
Bankruptcy Court.

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based
pharmaceutical company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development
program.

On Sept. 15, 2008, five creditors holding claims totalling
$20,413,000 pursuant to the company's 4.5% Convertible Notes Due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.;
  -- CNH CA Master Account, L.P.;
  -- Tamalpais Global Partner Master Fund, LTD;
  -- Tang Capital Partners, LP; and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On Oct. 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).

AtheroGenics currently contemplates that its non-cash assets will
be sold in the Chapter 11 proceeding, either through a motion
under Section 363 of the Bankruptcy Code or through confirmation
of a plan pursuant to Section 1129 of the Bankruptcy Code, and
that the then-remaining cash assets together with the net proceeds
generated through the sale of the non-cash assets will be
distributed to its stakeholders, including its creditors.  Due to
the constraints imposed on AtheroGenics by the Chapter 11
Proceeding, AtheroGenics does not anticipate pursuing any clinical
trials or other development activities relating to AGI-1067 or its
other products during the course of the Chapter 11 Proceeding.

As of September 30, 2008, AtheroGenics had $55,858,367 in total
assets; $306,728,421 in liabilities subject to compromise and
$303,060 in total current liabilities, not subject to compromise;
and $251,173,114 in shareholders' deficit.  The company reported a
$29,789,408 net loss for the three months ended September 30,
2008, on $0 in total revenues.  As of September 30, 2008,
AtheroGenics had roughly $302.4 million of 2008 Notes, 4.5%
Convertible Notes due 2011 and 1.5% Convertible Notes due
outstanding and cash and cash equivalents of $52.7 million.  Under
the priority scheme established by the Bankruptcy Code, as a
general rule, AtheroGenics' creditors will be entitled to receive
any proceeds generated through the sale of AtheroGenics' non-cash
assets before shareholders are entitled to receive any proceeds.
The ultimate recovery by creditors and shareholders, if any, will
not be determined until confirmation and implementation of a plan
of liquidation.  No assurance can be given as to what recoveries,
if any, will be assigned in the Chapter 11 Proceeding to each of
these constituencies.  A plan of liquidation could result in
AtheroGenics' shareholders receiving no value for their interests
and holders of unsecured debt, including trade debt, receiving
less, and potentially substantially less, than payment in full for
their claims. Because of such possibilities, the value of the
common stock and unsecured debt is highly speculative.
Accordingly, AtheroGenics urges that appropriate caution be
exercised with respect to existing and future investments in any
of these securities.


BALTIMORE OPERA: Fails to Refund Tickets Sold for Canceled Shows
----------------------------------------------------------------
Tim Smith at Baltimoresun.com reports that The Baltimore Opera
Co. failed to refund tickets sold to the canceled spring
productions of Rossini's The Barber of Seville and Gershwin's
Porgy and Bess.

Baltimoresun.com quoted Baltimore Opera General Manager M. Kevin
Wixted as saying, "Since we're in Chapter 11 bankruptcy,
ticketholders are the same as anybody else in the creditor line."

According to Baltimoresun.com, four major arts organizations --
the Baltimore Symphony Orchestra, Washington National Opera,
Centerstage and the Hippodrome -- will offer a gift of free
tickets to patrons of Baltimore Opera.

Baltimoresun.com relates that 3,800 households, representing an
estimated 7,200 Baltimore Opera subscribers and single-ticket
buyers, will receive in the mail a voucher for a free ticket to
one of a dozen performances in the region.  According to the
report, Mr. Wixted said, "This was an unsolicited idea from these
organizations. It's a good marketing strategy for them, and an
opportunity for our opera patrons to sample other performing
arts."

In a statement on its bankruptcy filing, BOC management said that,
during the past few months, it explored alternatives to strengthen
the company's financial base; however, harsh economic conditions
placed ongoing operations in jeopardy.  "We regret the impact that
this will have on our creditors and our associates, but we take
this action in order to preserve one of the regions most
significant cultural institutions."

Baltimore Opera -- http://www.baltimoreopera.com-- held opera
shows in Baltimore, Maryland.  Michael Harrison is the company's
artistic director.

The Baltimore Opera Co. filed for Chapter 11 protection before the
U.S. Bankruptcy Court for the District of Maryland on December 10,
2008.


BARRATT AMERICAN: Dispute With Lender Leads to Chapter 11 Filing
----------------------------------------------------------------
Mike Freeman at SignOnSanDiego.com reports that Barratt American
Incorporated filed for bankruptcy reorganization, two days after
its key lender Bank of America foreclosed on seven of the Debtor's
subdivisions and condo projects.

The Debtor and three sister companies, including its mortgage
lending arm, filed for bankruptcy protection, listing creditors
are mostly trade contractors, SignOnSanDiego.com relates.  The
Debtor, says the report, had more than $21 million in unsecured
debts.

According to SignOnSanDiego.com, Bank of America claims that the
Debtor owes it almost $79 million.  Bank of America is taking back
four other projects in Riverside and San Bernardino counties, the
report states.

Citing Barratt American President Michael Pattinson,
SignOnSanDiego.com relates that in Bank of America refused to
extend loans on two of the company's subdivisions in North County
in August 2007, forcing the company to stop construction while
some homes were in escrow.  The report says that Bank of America
then froze its $125 million line of credit while it reappraised
the Debtor's assets securing the loan.  Mr. Pattinson said that
$71 million of the line was drawn at the time, and the company
paid down the principal on the credit line by about $30 million,
the report states.

SignOnSanDiego.com states that Bank of America didn't renew the
credit line.  Barratt American stopped making interest payments in
March 2008, according to the report.  The report says that Bank of
America began foreclosure proceeding on 11 subdivisions or condo
projects that secured the note, taking back these projects:

     -- Magnolia Estates in Carlsbad,
     -- Nantucket in Encinitas,
     -- Aragon in La Mesa, and
     -- City Square in Escondido.

SignOnSanDiego.com relates that the Debtor has drastically cut
operations in the past several months, reducing employees to 15
from 140.

Mr. Pattinson, according to SignOnSanDiego.com, said that the
company will continue constructing custom homes and replacing
homes for victims of the 2007 wildfires.  The Debtor hopes to
reorganize and start building new homes again in 2010,
SignOnSanDiego.com reports.  SignOnSanDiego.com quoted Mr.
Pattinson as saying, "What we'll do is work with new financial
partners and basically restart."

Citing Mr. Pattinson, SignOnSanDiego.com relates that some of The
Debtor's remaining projects -- including the proposed 1,400-home
Fanita Ranch development in Santee that is a separate limited
partnership of which the Debtor is the managing member -- were
excluded from the bankruptcy.

SignOnSanDiego.com says that Guaranty Bank issued in October 2008
a notice of default against Fanita Ranch L.P., the partnership
developing Fanita Ranch.   Guaranty Bank, according to
SignOnSanDiego.com, claims it is owed almost $27 million in
principal and interest on the undeveloped land.

Barratt American officials said that they're looking for a
financial partner for the Fanita Ranch project, SignOnSanDiego.com
states, citing Santee Mayor Randy Voepel.  SignOnSanDiego.com
relates that work on the project could be delayed for as much as
five years due to poor market and a lawsuit on the city's approval
of the project.

Carlsbad, California-based Barratt American Incorporated --
http://www.barrattamerican.com/-- and its affiliates is a
privately-owned home builder in Southern California.  The
Companies filed for Chapter 11 protection on Dec. 24, 2008 (Bankr.
S. D. Calif. Case No. 08-13249).  Marc J. Winthrop, Esq., at
Winthrop Couchot Professional Corp. represented the companies in
their restructuring efforts.  The companies listed assets of $10
million to $50 million and debts of $100 million to
$500 million.


BERNARD L. MADOFF: Investigators Probe Middlemen in Fraud
---------------------------------------------------------
Bernard L. Madoff fraud investigators have started to focus on the
middlemen who attracted billions of investment dollars to Mr.
Madoff's funds, Jenny Strasburg at The Wall Street Journal
reports, citing a person familiar with the matter.

According to WSJ, the source said that authorities want to know
what the middlemen told clients about how their money was being
invested, and whether they disclosed Mr. Madoff's involvement in
managing customer funds.  Those middlemen also say that they have
lost sizeable personal fortunes from the fraud, WSJ relates.  The
report says that there are no allegations that the middlemen knew
anything about Mr. Madoff's scheme.

WSJ states that to keep the money flowing Mr. Madoff turned to a
diverse group of middlemen, who received fees from Mr. Madoff and
many of them became wealthy.  Clients, according to the report,
have sued some middlemen, claiming that the middlemen neglected
their duties to detect fraud and that they didn't reveal they were
actually invested with Mr. Madoff.

              Madoff Latin American Fraud Victims

WSJ relates that the private nature of Latin American fortunes,
worries about security, and concerns about tipping off local tax
authorities made many wealthy Latin Americans who invested in Mr.
Madoff's business reluctant to step forward.

WSJ quoted Mexican corporate lawyer Ernesto Canales as saying,
"[Banco] Santander clients in Monterrey were invited to invest in
that fund."  According to the report, Mr. Canales said that with
Santander's size in Mexico and the size of its acknowledged
losses, the bank's Mexican customers may have lost as much as
$300 million.

The Fairfield Greenwich Group, which had a Brazilian presence,
invested in Mr. Madoff's business, says WSJ.  Fairfield Greenwich
posted on its Web site that it employed Bianca Haegler as its
representative in Brazil.  The report states that Fairfield
Greenwich's Sentry fund was Mr. Madoff's largest single investor,
with $7.5 billion investment in Ponzi scheme.

                     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.


CADENCE INNOVATION: Sued by GM for August 2008 Accommodation Pact
-----------------------------------------------------------------
General Motors Corporation sued Cadence Innovation LLC and its
affiliates before the U.S. Bankruptcy Court for the District of
Delaware.  In its complaint filed on Dec. 24, 2008, General Motors
seeks the Debtors' specific performance on an Accommodation
Agreement dated August 26, 2008.

GM complains that in direct contravention of the Accommodation
Agreement, the Debtors are holding hostage tooling and equipment
critical to the manufacture of GM vehicles.  While GM's right to
possession of the tooling and equipment is indisputable, the
Debtors' failure to turn over the Tooling and Equipment and
interference with GM's legal purchase rights is unjustified and
threatens GM's vehicle assembly operations, James S. Yoder, Esq.,
at White & Williams LLP, in Wilmington, Delaware, argues, on GM's
behalf.

Mr. Yoder relates that before the Petition Date, GM and the
Debtors are parties to purchase orders, whereby the Debtors sold
to GM component parts for installation into new vehicles and
tooling for the production of the component parts.  The Debtors
are the sole source suppliers to GM of the Component Parts.  The
Component Parts are essential to GM's manufacturing and assembly
operations and without sufficient quantities of the Component
Parts, GM cannot maintain production, Mr. Yoder says.  A day's
disruption in supply of certain Component Parts could cause a
shutdown of GM assembly operations, he avers.

                 The Accommodation Agreement

By August 2008, the parties entered into an Accommodation
Agreement, whereby GM provided accommodations to the Debtors,
including certain prepayments and payments made in satisfaction
of commercial issues; expedited payment terms; funding for
certain tooling; and certain credit enhancements.  GM also agreed
not to re-source its production unless an event of default
occurred of the Debtors commenced a liquidation.  In return, the
Debtors were required to continue to manufacture GM's required
quantities of Component Parts and to provide GM immediate
possession of tooling and related equipment used to produce the
Component Parts.

Under the Accommodation Agreement, any and all Tooling utilized
to manufacture Component Parts is deemed to be Customer Tooling,
owned by GM and subject to GM's immediate possession.  GM was
also granted an option to purchase and the right to take
immediate possession of all or any Supplier Owned Tooling and all
or any machinery or equipment used in the manufacture of the
Component Parts.

GM noted that in the week of December 15, 2008, it advised the
Debtors of its intention to exercise its option to purchase
certain Designated Equipment.  However, despite GM's requests,
the Debtors have not obtained an appraisal of Designated
Equipment by Hilco Industrial.  The Debtors also conditioned the
release of the Designated Equipment subject to a post-transfer
appraisal and GM's commitment to make payment promptly upon the
completion of the appraisal.

                       The Debtors' Default

The Debtors, however, defaulted under the Accommodation Agreement
when they failed to meet any of the set Sales Milestones under
the Agreement despite an extension of time agreed by GM,
according to Mr. Yoder.  The Debtors have withdrawn their Motion
to Sell Michigan Plants and have informed GM of the orderly
liquidation of the estates.

Mr. Yoder asserts that GM will suffer significant and irreparable
harm if its supply of Component Parts is interrupted and
possession of Tooling and Designated Equipment is withheld.  To
protect GM's supply of Component Parts and prevent a shutdown of
its vehicle assembly operations, he continues, it is critical
that GM be permitted to immediately remove the Customer Tooling
and Designated Equipment from the Chesterfield Facility.

Mr. Yoder tells the Court that the Debtors have failed to release
the Customer Tooling to GM and did not cooperate with its removal
for GM to resource production.  The Customer Tooling is highly
specialized and it would take a long lead time for its
production, he says.  GM says despite its demands, the Debtors
refused to turn over the Customer Tooling and thus, substantially
impairing not only the value of the Customer Tooling but GM's
ability to mitigate its damages as well.

Moreover, GM, must by January 12, 2009, have a successor supplier
in place and producing Component Parts for the launch of the new
Chevrolet Camaro, Mr. Yoder adds.  Given the quantities of
Component Parts that GM has on hand and the time it will take to
resource production, if Debtors fail to allow GM immediate
possession of the Customer Tooling and the Designated Equipment,
GM's vehicle assembly operations will be interrupted, he points
out.

GM asks the Court to:

  (a) compel the Debtors to specifically perform their
      obligations under the Accommodation Agreement, including
      GM's immediate possession of the Customer Tooling;

  (b) grant it continuous access to Debtors' facilities to allow
      it to retrieve the Customer Tooling;

  (c) immediately allow it to take possession of the Designated
      Equipment pending an appraisal and payment of the purchase
      price;

  (d) engage Hilco to appraise Designated Equipment; and

  (e) order the Debtors to sell to GM the Designated Equipment
      per the pricing terms provided in the Accommodation
      Agreement.

GM also argues that the Debtors are in breach of the
accommodation Agreement by refusing to grant GM immediate
possession of the Customer Tooling, and preventing GM from
exercising the Designated Equipment Option.  The Debtors have
wrongfully exerted dominion over GM's property resulting to its
incurrence of damages, Mr. Yoder contends.  GM thus asks the
Court to (i) enter a judgment its favor and against the Debtors
for damages arising from the Debtors' breaches and conversion of
the Customer Tooling; and (ii) grant it treble damages pursuant
to statute.

GM further asks the Court to declare that:

  (a) it has no obligations and commitments to the Debtors, with
      respect to its right to immediate possession of the
      Customer Tooling and exercise of the Designated Equipment
      Option, other than those obligations set forth in the
      Accommodation Agreement; and

  (b) it has not breached any obligation or commitment to the
      Debtors under the Accommodation Agreement and that, except
      for payments relating to GM's exercise of the Designated
      Equipment Option, GM has not liability to the Debtors
      under the Accommodation Agreement.

GM also seeks an award of its litigation costs, including
attorneys' fees.

                 Adversary Proceeding, Not Motion

Before the filing of the suit, GM filed a motion to compel Cadence
to comply with the Accommodation Agreement.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, Cadence's counsel,
asserted that as a matter of law, GM's Motion must be denied
because Rule 7001 (1) and (7) of the Federal Rules of Bankruptcy
Procedure designate that GM can only seek approval of its Motion
through an adversary proceeding and a complaint as well as a
motion for a temporary restraining order and a preliminary
injunction.  To the extent the Court further considers GM's
Motion, the Motion should be denied because it is unwarranted and
should never have been filed, the Debtors contend.

Moreover, Mr. Pernick clarified that the Debtors did not refuse to
release certain Tooling to GM.  With an adversary proceeding
before the Court, he maintained, the evidence will show that
despite difficulties created by GM's own conduct, the Debtors have
made extraordinary efforts to fulfill their performance
obligations under the Accommodation Agreement.

Mr. Pernick also asserted that GM does not have the right to take
possession of the Designated Equipment until GM first pays the
purchase price.  He said that the Debtors did request Hilco to
appraise the Designated Equipment, but Hilco omitted from its
appraisal a significant portion of the Designated Equipment on
which the Debtors spent millions of dollars to make parts for GM.

"GM now wants to seize the equipment without paying for it, simply
because Hilco did not include the equipment in its appraisal," Mr.
Pernick said.  "Not only is GM's Motion with respect to the
Designated Equipment inconsistent with the Accommodation
Agreement, but also violates any basic notion of fairness and
reasonableness."

Mr. Pernick also disclosed that GM agreed to fund its allocable
share of winddown costs for the Debtors, but failed to do so
despite the Debtors' repeated requests.  He emphasized that the
Debtors have incurred significant costs, in million of dollars, to
ensure that GM would enjoy a smooth transition from the Debtors'
production of component parts vital to the manufacture of GM
vehicles to GM's new supplier, at significant expense to the
Debtors' estates.

Unless and until GM fulfill its own material obligations under the
Accommodation Agreement, and completes a materially acceptable
Liquidation Budget, it should not be permitted to enforce the
Accommodation Agreement, Mr. Pernick said.

                       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.

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and US$500
million.  (Cadence Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Seeks April 23 Extension for Plan Filing
------------------------------------------------------------
Cadence Innovation LLC and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend:

  (i) their exclusive period to file a Chapter 11 plan through and
      including April 23, 2009; and

(ii) their exclusive period to solicit acceptances of that plan
      through and including June 22, 2009.

Pursuant to Section 1121(b) of the Bankruptcy Code, a chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.  Moreover, Section
1121(d) provides that a court may, for cause, extend or reduce a
debtor's exclusive plan period up to 18 months, and the exclusive
solicitation period up to 20 months, after the Petition Date.

The current period within which the Debtors may exclusively file
a plan of reorganization expired on December 24, 2008, and the
exclusive period within which they may solicit acceptances for
that plan will expire on February 22, 2009.

Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, asserts that the Debtors'
request extension is warranted for these reasons:

  (1) Within a four-month period after their petition filing,
      the Debtors have made significant progress in resolving
      many of the issues facing the estates.  Among others, the
      Debtors have devoted extensive efforts in negotiating and
      implementing (i) Accommodation Agreements with General
      Motors Corporation and Chrysler LLC and (ii) DIP
      financing, and marketing substantially all of their
      assets.

  (2) An extension of the Exclusive Periods will provide the
      Debtors with reasonable opportunity to continue the sale
      And wind-down process and consummate all of the closings
      contemplated by the process; and to develop, negotiate and
      confirm what will be a consensual liquidating plan,
      without prejudicing any party-in-interest.

  (3) The Debtors' bankruptcy cases are complex, and certain
      substantial issues remain unresolved, including the
      validity, amount, and priority of claims against the
      estates.

Mr. Reilley contends that given their substantial efforts since
the Petition Date, the Debtors should be granted additional time
to continue the sale process through the controlled liquidation
and develop a liquidating plan without distraction, and without
the potential adverse effect of competing plans filed by other
parties-in-interest.  Formulation of a plan after there is more
clarity on the sale process is the most efficient and reasonable
path for the Debtors' estates, he points out.

The Debtors add that they have attempted to quantify the amount
of existing administrative, priority and unsecured claims against
their estates.  While the Schedules and Statements have been
filed, the Debtors assert that they need more time to review and
analyze those claims.  The Debtors are also evaluating which
leases and executory contracts are to be rejected, or assumed and
assigned to potential purchasers.  Moreover, the Debtors and
their professionals require additional time to develop,
negotiate, file and solicit acceptances of a plan or plans of
reorganization and a disclosure statement that contains adequate
information under Section 1125 of the Bankruptcy Code, Mr.
Reilley says.  More importantly, he notes, the Debtors have
undertaken substantial efforts to administer their bankruptcy
cases as efficiently as possible to minimize administrative
expenses and maximize recovery available to their creditors.
There can be no doubt that the Debtors have acted diligently in
the initial three months of their reorganization cases, he
attests.

Mr. Reilley, however, admonishes that termination of the Debtors'
Exclusive Periods at this time might give rise to the concomitant
threat of multiple plans and a contentious confirmation process.
Litigation and resulting administrative expenses, he cites, would
serve only to decrease recoveries to the Debtors' creditors and
delay the Debtors' ability to confirm a plan in their Chapter 11
cases, particularly where the plan will be a liquidating one.

The requested extension will further the Debtors' efforts to
preserve value and to avoid unnecessary and wasteful litigation,
Mr. Reilley asserts.  He clarifies that the Debtors are not
seeking an extension to unduly pressure creditors.  The Debtors
aver that the extension will facilitate their efforts by
providing a full and fair opportunity to complete or make
substantial progress on the sale process and propose and seek
acceptances of a Chapter 11 plan that embodies the results of a
fully consummated Asset Sale Plan and provides equitable
distribution of the Debtors' assets to the holders of valid
claims against their estates.

Mr. Reilley informs the Court that the Debtors are pursuing an
extremely aggressive timeline for the marketing of their assets
and have been spending considerable time pursuing potential
purchasers and attempting to reach acceptable sale arrangements.
Given those exigencies, he maintains, it is premature for the
Debtors at this point to file a plan of reorganization in their
cases.

The Court will convene a hearing on January 16, 2009, to consider
approval of the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Exclusive Plan Proposal Period is automatically extended until
the conclusion of the hearing

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and US$500
million.  (Cadence Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Hillsdale Liens Challenge Period Extended
-------------------------------------------------------------
Bank of America, N.A., the administrative agent of the lenders
under the debtor-in-possession loans granted to Cadence
Innovation, LLC, has agreed to extend through Dec. 30, 2008, the
deadline for the official committee of unsecured creditors to
challenge or object to any existing lender liens with respect to
the Debtors' real property located at 29 Superior Street, in
Hillsdale, Michigan.

The U.S. Bankruptcy Court for the District of Delaware, in its
order authorizing Cadence to obtain debtor-in-possession financing
from its existing lenders, had given the creditors committee until
Dec. 16, 2008, to object or challenge any existing lender liens.

The Court has approved the stipulation reached by BofA and the
creditors committee.

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and US$500
million.  (Cadence Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CADENCE INNOVATION: Reaches Accommodation Deal with Chrysler
------------------------------------------------------------
Cadence Innovation LLC has reached an agreement with Chrysler LLC,
Chrysler Motors LLC, and Chrysler Canada Inc., regarding the
parties' August 2008 Accommodation Agreement, under which Cadence
will make some payments to Chrysler.

Chrysler had asked the U.S. Bankruptcy Court for the District of
Delaware to compel Cadence to comply with the Accommodation
Agreement.

In August 2008, the Debtors entered into the Accommodation
Agreement with Bank of America N.A. and Chrysler, whereby
Chrysler and BofA provided financial and other accommodations to
the Debtors.  Specifically, under the Agreement, with the Court's
consent, Chrysler provided the Debtors a DIP financing, payment
of certain disputed amounts, acceleration of payment terms,
restriction on re-sourcing rights, and limitation of set-off
rights.

The Accommodation Agreement required the Debtors to close a sale
of their assets by December 15, 2008.  It also includes other
"sale milestones" to be accomplished by the Debtors.

Subsumed in the Accommodation Agreement are (i) a tooling
acknowledgement, (ii) a lease option, and (iii) an equipment
purchase option:

  A. Tooling Acknowledgement.  The Debtors agreed that all
     tooling they utilized to manufacture component parts for
     Chrysler is owned by Chrysler and is being held by the
     Debtors, on a bailment basis.  The Debtors further agreed
     that Chrysler has the right to take immediate possession of
     the Tooling.  They also agreed to assist Chrysler on the
     Tooling removal, if necessary.  In the event of dispute
     over the ownership of the Tooling, Chrysler will prevail as
     the Tooling would be presumed as its own pending resolution
     of the dispute and would have the right to take immediate
     possession of the Tooling even if resolution is pending.

  B. Lease Option.  The Debtors granted Chrysler the option to
     lease their Masonic facility for $175,000, which lease
     option is exercisable on the occurrence of an Event of
     Default or the Debtors' failure to meet a Sales Milestone
     with respect to the Masonic Facility.

     In a written notice on November 30, 2008, Chrysler informed
     the Debtors of its intent to exercise the Lease Option,
     effective January 1, 2009, pending completion.  In turn,
     the Debtors demanded to Chrysler payment of collateral
     issues as employee severance and disputed commercial claims
     that were not contemplated or required by the Lease Option,
     Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
     Wilmington, Delaware, confirms.

  C. Equipment Purchase Option.  The Debtors granted Chrysler
     "an irrevocable and exclusive option . . . to purchase all
     or any Supplier Owned Tooling and all or any machinery or
     equipment that is owned by the Debtors and is necessary or
     helpful to manufacture of component parts for Chrysler at
     the prices set forth in the Accommodation Agreement."
     Chrysler could exercise the Equipment Purchase Option upon
     (i) an event of Default; (ii) expiration of the
     Accommodation Agreement; or (iii) resourcing of the
     manufacture of the component parts to a substitute
     supplier.  Upon the exercise of the Equipment Purchase
     Option, Chrysler will have the right to take immediate
     possession of the purchased equipment.

Under the Accommodation Agreement, Chrysler may also exercise the
"Right of Access" under that certain Access and Security
Agreement.

On Chrysler's behalf, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, asserted that Chrysler is entitled
to exercise the Lease Option as evidenced by the Debtors' failure
to meet the Sale Milestones and their orderly liquidation.  In
the same way, he avers, Chrysler's immediate possession of the
Facility will ensure continued production of component parts and
assembly and sale of Chrysler vehicles.

Due to the Debtors' failure to meet the Sale Milestones, Chrysler
informs the Court that it had resourced production of its
component parts to other suppliers.  Chrysler adds that despite
repeated demands, the Debtors refused to relinquish the Tooling
and assist in its removal.  The Debtors demanded Chrysler to pay
certain disputed amounts arising from commercial claims and not
from the Tooling, before they'll assist in the Tooling removal,
according to Mr. Landis.  "The Accommodation Agreement expressly
prohibits this type of hostage-taking behavior."  Nevertheless,
Chrysler is prepared to immediately escrow any disputed Tooling
payment in line with its obligations under the Accommodation
Agreement, Mr. Landis says.

Moreover, if the Debtors refuse to lease the Facility to
Chrysler, Chrysler asserts it is entitled to exercise its Right
of Access because a default has occurred under the Access and
Security Agreement; and given the Debtors' liquidation, it cannot
be denied that additional defaults are likely to occur and the
Debtors will be unable to continue production at the Facility.

Chrysler was concerned it would suffer immediate and irreparable
harm if the Debtors are not required to adhere to their
obligations under the Accommodation Agreement.  The Debtors have
stated, Mr. Landis points out, that they will not borrow
additional funds and will stop production for Chrysler on
December 19, 2008, as Chrysler enters its extended holiday
shutdown.

Specifically, Chrysler sought to require the Debtors to comply
with the Accommodation Agreement by:

  (a) authorizing Chrysler to immediately possess all tooling in
      the Debtors' possession used to manufacture component
      parts for Chrysler;

  (b) immediately leasing to Chrysler the Masonic Facility; and

  (c) immediately selling to Chrysler all equipment or machinery
      in the Debtors' possession that is necessary to the
      manufacture of component parts for Chrysler.

                      Parties' Stipulation

The terms of the parties' agreement are:

  (1) Chrysler will pay the Debtors $4 million in cash.  The
      first $3 million will be wired to the Debtors and the
      remaining $1 million will be held in escrow by BBK Ltd and
      will be disbursed to the Debtors upon execution by the
      parties of the Masonic Lease.  If the Masonic Lease is not
      executed by parties by January 15, 2009, the Holdback will
      be disbursed to Chrysler.

  (2) Upon payment of the Settlement Amount, the Debtors, as
      borrowers to the Second Amended and Restated Credit
      Agreement, will be fully and finally released and all
      rights of Chrysler as a Term Lender will be extinguished.
      Among others, the Debtors will not be required to obtain
      the consent of Chrysler to payments to employees pursuant
      to the Employee-Based Retention Plans Order while Chrysler
      is under no obligations to fund the Plans.

  (3) Chrysler is authorized to take possession of all Tooling
      in the Debtors' premises and the Debtors will cooperate in
      the tooling removal.  The Debtors will comply with the
      Accommodation Agreement by conforming to the re-sourcing
      scheduling so that Tooling can be removed by December 23,
      2008.

  (4) To the extent the appraisal performed by Hilco Industrial
      did not appraise specific equipment optioned by Chrysler,
      Chrysler will be allowed to take possession of the
      equipment subject to the Debtors' ownership interest and
      the Lender's continuing security interests upon placement
      of amount demanded by the Debtors into an escrow account.
      The money will be disbursed upon further Court order.

  (5) The parties' Stipulation will effect a global settlement
      of all issues between Chrysler and the Debtors, and
      Chrysler is released, discharged and waived from all
      claims, causes of action and obligations, except for these
      payments which will be paid under the terms of the
      Accommodation Agreement:

          * Payments owed by Chrysler for shipments of Component
            Parts after August 26, 2008, at prices in effect in
            Chrysler's invoices.

          * Payments owed by Chrysler for Designated Equipment.

          * Engineering services or other services requested by
            Chrysler from the Debtors under the Accommodation
            Agreement.

          * Obligations under the Stipulation and the
            contemplated agreements.

          * In the event the Debtors receive payment from
            Chrysler for amounts related to retroactive purchase
            adjustments, Chrysler will be entitled to setoff and
            recoup the overpayment against amounts due and owing
            for Component Parts shipped after August 26, 2008.

The parties also agree that the Masonic Lease will contain terms
consistent with the Accommodation Agreement, including:

  (1) Chrysler will provide the Debtors with a $320,000 security
      deposit, constituting two months of Base Rent under the
      Masonic Lease, as security for Chrysler's payment
      obligations under the Masonic Lease.  The Security Deposit
      will be maintained in an escrow account.

  (2) Chrysler will not have any guaranty, indemnity or other
      payment obligation related to premises liability exceeding
      the cost of insurance premiums funded by Chrysler,
      including environmental claims.  Chrysler and Masonico
      will enter into a new access and security agreement, as to
      which the Debtors and Lender will be parties.  The Events
      of Default will be amended to provide that an Event of
      Default will occur if Masonico interfere and threaten to
      jeopardize Chrysler's ability to rely on Masonico for the
      production of component parts; and the Debtors will not
      seek to make demands on Chrysler inconsistent with the
      Masonic Lease.

  (3) The New Access Agreement will further provide that in the
      event Chrysler elects to exercise its Right of Access,
      Chrysler will continue to pay all of its accrued and
      unpaid obligations to the Debtors.  The Old Access and
      Security Agreement remains in full force and effect.

  (4) In the event Chrysler purchases the leased equipment
      located at Masonic or assumes the Debtors' obligations to
      the lessors, then the monthly base rent due under the
      Masonic Lease be reduced by $10,000 per month.

  (5) The parties will conduct a physical inventory at Masonic,
      and Chrysler will pay the Debtors for all work-in-progress
      at Masonic on the effective date under the Masonico
      Operating Agreement for 90% of the book value of the WIP
      as determined by physical inventory.

A copy of the Cadence-Chrysler Stipulation is available for free
at http://bankrupt.com/misc/Cadence_ChryslerStipulation.pdf

The Court approves the parties' Stipulation.

At the Debtors' behest and as a condition to the Masonic Lease,
the Court places under seal the full and unredacted version of
the Chrysler Stipulation.

                     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.

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and
US$500 million.  (Cadence Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CALIFORNIA COVE: U.S. Trustee Asks Court to Dismiss Case
--------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the Central District of California to dismiss
California Cove at San Elijo, LLC's Chapter 11 case for these
reasons:

  1) relief from stay has been granted as to the Debtor's primary
     asset; and

  2) the Debtor has never filed any operating reports.

The U.S. Trustee for Region 16 says that AmTrust Bank obtained
relief from the automatic stay on Dec. 1, 2008, with respect to
the Debtor's primary asset consisting of 52 finished lots, 6 model
homes, 4 production homes and 42 finished lots in San Marcos,
California, and because of this, there is no reasonable likelihood
of rehabilitation.  In addition, the Debtor has not filed any
operating reports since it filed for bankruptcy on Sept. 5, 2008.

Headquartered in Irvine, California, California, Cove at San Elijo
LLC is a home builder and developer.  The company filed for
Chapter 11 protection on Sept. 5, 2008 (Bankr. C.D. Calif. Case
No. 08-15506).  David M. Poitras, Esq., at Jeffer, Mangels, Butler
& Marmaro LLP, in Los Angeles, California, represents the Debtor
as counsel.  Nathan A. Schultz, Esq., at Greenberg Traurig, LLP,
represents the Offical Committee of Unsecured Creditors as
counsel.  In its schedules, the Debtor listed assets of
$44,584,741 and debts of $65,380,351.


CENTERLINE HOLDING: Completes Financing Deal With Bank Lenders
--------------------------------------------------------------
Centerline Holding Company has closed an agreement with its bank
lenders modifying its corporate debt facilities and extending the
maturity date of its term loan to Dec. 31, 2009, and its revolving
credit facilities to Sept. 30, 2010.

With the previous refinancing of certain of its CMBS assets, the
company now has no corporate debt maturities prior to the end of
2009.

According to Marc D. Schnitzer, CEO and President, "Closing our
financing agreement reflects the confidence of our seven bank
lenders in the stability and strength of our platform as well as
the quality of our people."

"We have been in business for over 36 years," noted Mr. Schnitzer.
"We are doing business today and we intend to continue doing
business. And we intend to maintain our same high service delivery
level as we develop new products and innovations to meet the
challenges of the changing real estate capital markets."

                  About Centerline Capital Group

Headquartered in New York, New York, Centerline Capital Group --
http://www.centerline.com-- a subsidiary of Centerline Holding
Company (NYSE:CHC), is an alternative asset manager focused on
real estate funds and financing.  As of March 31, 2008, Centerline
had more than $12 billion of assets under management.  It sponsors
funds of low-income housing tax credits on behalf of institutional
and retail investors.  It has raised more than $8 billion used to
finance and develop affordable housing properties throughout the
U.S.  It also provides management and advisory services to its
parent company and some of its other subsidiaries, as well as to
publicly traded real estate investment trust American Mortgage
Acceptance Company.  Centerline has nine offices throughout the
United States.

                           *    *    *

As reported by the Troubled Company Reporter on Nov. 4, 2008,
Moody's Investors Service lowered the corporate family rating of
Centerline Holding Company to B2 from B1. The rating remains under
review for possible downgrade. This follows the deferment of
payment by Centerline's term loan lenders for 21 days; the amount
that had been due October 31st was approximately $18 million.
Centerline's near-term liquidity position remains challenging;
Moody's believes, however, that Centerline is working to alleviate
this situation through potential transactions which would provide
sufficient funds to meet its remaining needs in 2008. Looking
beyond this year, Moody's is concerned that disruptive conditions
in the commercial real estate, affordable housing and financial
markets will continue to pressure Centerline's rating.


CHARLES TAGGART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charles Taggart
        264 W. Marine Dr.
        Astoria, OR 97103

Bankruptcy Case No.: 08-37066

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Bradley L. Brown, Esq.
                  12725 SW Millikan Way #260
                  Beaverton, OR 97005
                  Tel.: (503) 469-1229
                  Email: blbrown360@hotmail.com

Total Assets: $3,485,679.00

Total Debts: $4,105,239.54

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

             http://bankrupt.com/misc/orb08-37066.pdf

The petition was signed by Charles Taggart.


CHARTER COMMS: Discloses Resignation of Two Directors from Board
----------------------------------------------------------------
Charter Communications, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that Nathaniel A.
Davis has resigned for personal reasons from its board of
directors, effective immediately.

"[Mr. Davis] has been a leader in the telecommunications industry
for nearly 35 years, and the company has benefitted greatly from
his strategic insight," Paul G. Allen, chairman of the board and
controlling shareholder of Charter, said.  "On behalf of the
board, I thank Nate for his valuable service and his many
contributions."

"[Mr. Davis] is a talented industry executive, and Charter was
fortunate to have had the benefit of his expertise on the board,"
Neil Smit, president and chief executive officer, added.

"It has been an honor and a privilege to serve as a director of
Charter and to have worked with Paul Allen, Neil Smit, and my
fellow board members," Mr. Davis said.  "I wish Charter and its
talented employees great success for the future."

Mr. Davis added that he was unable to dedicate the appropriate
amount of time to Charter's board going forward due to personal
health reasons.  His position on the board will not be replaced at
this time.

On Dec. 5, 2008, Marc B. Nathanson resigned from the board of
directors effective Dec. 1, 2008.

"With 40 years of cable industry experience, [Mr. Nathanson] has
served as vice chairman and been a valuable member of Charter's
board for more than eight years," Paul G. Allen, chairman of the
board and controlling shareholder of Charter, said.  "We
appreciate his many contributions to Charter, and wish him well in
future endeavors."

"[Mr. Nathanson] has served as vice chairman and been a valuable
member of Charter is one of the true industry pioneers.  As the
founder of Falcon Cable in 1975, an executive committee member of
the National Cable & Telecommunications Association, and a
Vanguard Award recipient, his in-depth knowledge of the business
has proven invaluable to all of us at Charter," Neil Smit,
president and chief executive officer, added.

"Resigning to make more time available for other personal and
business interests," Mr. Nathanson said.  "My resignation is also
the end to a long chapter of my life (over 40 years) that I have
been associated with the dynamic growth of the cable TV industry.
I believe Charter and the other cable companies have made enormous
technological achievements that benefit the American consumer."

                   About Charter Communications

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

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

TCR reported on Dec. 22, 2008, Fitch Ratings has placed Charter
Communications, Inc.'s 'CCC' Issuer Default Rating and the IDRs
and individual issue ratings of Charter's subsidiaries on Rating
Watch Negative.  Approximately $21.1 billion of debt outstanding
as of Sept. 30, 2008 is effected by Fitch's action.


CHINA AOXING: Working Capital Deficit Prompts Going Concern Doubt
-----------------------------------------------------------------
At September 30, 2008, China Aoxing Pharmaceutical Co., Inc., has
a deficiency in working capital of $11,615,663.  "The
uncertainties caused by this condition raise substantial doubt as
to the company's ability to continue as a going concern," Juan Yue
Han, chief executive officer, and Hongyue Hao, acting chief
financial officer, disclosed in a regulatory filing with the
Securities and Exchange Commission.

"The company is exploring various alternatives to improve its
financial position and continue to meet its obligations.
Management is focusing on improving its operations and seeking
additional debt and equity financing. There can be no assurance
that any of these efforts will be fruitful."

"Our net income for the three months ended September 30, 2008 was
$626,119.  This represented a significant reduction from the
$1,762,161 in net income that we realized during the three months
ended September 30, 2007.  However, the $1,762,161 in net income
for the three months ended in September 30, 2007 was significantly
attributed to the change in fair value of warrant and derivative
liabilities in the amount of $2,675,625 during that period."

As of September 30, 2009, the company's balance sheet showed total
assets of $55,784,801, total liabilities of $24,653,537,
convertible debentures of $889,392, minority interest of $79,830,
and warrant and derivative liabilities of $3,848,357, and total
stockholders' equity of $26,313,685.

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

Effective on November 10, 2008, Richard Wm. Talley, Joseph J.
Levinson, Jiaqi Wang and Hui Shao resigned from their positions as
members of the company's Board of Directors.  Juan Yue Han, the
remaining member of the Board, then appointed to fill the
vacancies: Jun Min, John O'Shea, Howard David Sterling and Dr.
Guozhu Xu.

On November 10, 2008, Chief Executive Officer Juan Yue Han
resigned from his position as Chief Financial Officer.  The Board
appointed Hao Hongyue to serve as Acting Chief Financial Officer.

Hao Hongyue has been employed since 2000 by the Hebei Aoxing
Pharmaceutical Group Company, which is the operating subsidiary of
China Aoxing Pharmaceutical Company.  Ms. Hao was initially
employed as Controller, and was appointed Vice President - Finance
in 2007.  Prior to joining Hebei Aoxing, Ms. Hao was employed for
four years as Financial Manager of the China Aoxing Food and
Brewery Company, and for three years as an accountant with the
Hebei Brewery Company.  In 2007, Ms. Hao earned a Bachelor's
Degree with a concentration in accounting at the China Science and
Technology Training Institute.  Ms. Hao is 37 years old.  She is
the niece of the spouse of Chairman Juan Yue Han.

The company has an oral employment agreement with Hao Hongyue, its
newly-appointed Acting Chief Financial Officer.  The company will
pay Ms. Hao an annual salary of 200,000 Renminbi (currently
$29,325).  The company has also agreed to issue 100,000 shares of
its common stock to Ms. Hao in compensation for her services
through December 31, 2009.

                        About China Aoxing

China Aoxing Pharmaceutical Co., Inc., through its subsidiaries,
is a vertically integrated pharmaceutical company specializing in
research, development, manufacturing and marketing of a variety of
narcotics and pain management pharmaceutical products in generic
and innovative formulations.  The company has two operating
subsidiaries: Hebei Aoxing Pharmaceutical Co., Inc., which at
September 30, 2008 is 95% owned by the company, and Shijazhuang
Lerentang Pharmaceutical Company, Ltd., which is 100% owned by
Hebei.  Both subsidiaries were organized under the laws of the
People's Republic of China.  Since 2002, Hebei has been engaged in
developing its analgesic products, building its facilities and
obtaining the requisite licenses from the Chinese Government.  LRT
manufactures a line of pain management drugs in pills, tablets,
capsules, oral solutions and other formulations.


CHINA LOGISTICS: Files Second Amendment to 2007 Annual Report
-------------------------------------------------------------
China Logistics Group, Inc., has filed a second amendment to its
Annual Report for the year ended December 31, 2007, to correct the
accounting treatment previously accorded certain transactions and
to restate its consolidated balance sheet at December 31, 2007,
and its consolidated statement of operations, consolidated
statements of stockholders' deficit and consolidated statements of
cash flows for the year ended December 31, 2007.

China Logistics' December 31, 2007 restated balance sheet showed
total assets of $5,329,009m total current liabilities of
$8,569,728, and minority interest of $670,510, resulting in total
stockholders' deficit of $3,911,229.

For the year ended December 31, 2007, the company earned $347,948
compared with a net loss of $1,476,7000 a year earlier.

A full-text copy of the company's amended annual report is
available for free at http://researcharchives.com/t/s?36e6

The company also filed its quarterly report for the period ended
September 30, 2008.  As of September 30, the company's balance
sheet showed total assets of $8,928,721, total current liabilities
of $4,620,996, minority interest of $1,326,510 and total
stockholders' equity of $2,981,215.

For the three months ended September 30, 2008, the company posted
a net loss of $188,586.

Wei Chen, chief executive officer, principal financial and
accounting officer, relates that the company had generated minimal
revenue since its inception until we acquired of a 51% interest in
Shandong Jiajia in December 2007.  "It should be noted that while
our operations reflect profit for the nine month period ended
September 30, 2008, the entire amount of profit resulted from one-
time transactions including $764,220 for the forgiveness of debt
and approximately $400,000 in recovery of bad debts previously
recognized as uncollectable.  Additionally, we have a minimal
level of working capital totaling $4,257,135 at September 30,
2008, and cash used in operations totaling approximately $895,000
during the nine months ended September 30, 2008. Our  ability to
continue as a going concern is dependent upon our ability to
obtain the necessary financing to meet our obligations and repay
our liabilities arising from normal business operations when they
become due, to fund possible acquisitions, and to generate
profitable operations in the future.  These matters, among others,
raise substantial doubt about our ability to continue as a going
concern."

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36e7

                      About China Logistics

China Logistics Group, Inc., is a Florida corporation and was
incorporated on March 19, 1999, under the name of ValuSALES.com,
Inc. It changed its name twice before becoming China Logistics
Group, Inc., on February 14, 2008.

Historically, since 2003, the company provided products and
services in the home entertainment media-on-demand marketplace to
produce and distribute interactive consumer electronics equipment
to provide streaming digital media and video on demand services.

On December 31, 2007, the company acquired a 51% interest in
Shandong Jiajia, which is an agent for international freight and
shipping companies.  It sells cargo space and arranges land,
maritime, and air international transportation for clients seeking
primarily to export goods from China.


CHRYSLER LLC: Reaches Deal With Cadence on Accommodation Pact
-------------------------------------------------------------
Cadence Innovation LLC has reached an agreement with Chrysler LLC,
Chrysler Motors LLC, and Chrysler Canada Inc., regarding the
parties' August 2008 Accommodation Agreement, under which Cadence
will make some payments to Chrysler.

Chrysler had asked the U.S. Bankruptcy Court for the District of
Delaware to compel Cadence to comply with the Accommodation
Agreement.

In August 2008, the Debtors entered into the Accommodation
Agreement with Bank of America N.A. and Chrysler, whereby
Chrysler and BofA provided financial and other accommodations to
the Debtors.  Specifically, under the Agreement, with the Court's
consent, Chrysler provided the Debtors a DIP financing, payment
of certain disputed amounts, acceleration of payment terms,
restriction on re-sourcing rights, and limitation of set-off
rights.

The Accommodation Agreement required the Debtors to close a sale
of their assets by December 15, 2008.  It also includes other
"sale milestones" to be accomplished by the Debtors.

Subsumed in the Accommodation Agreement are (i) a tooling
acknowledgement, (ii) a lease option, and (iii) an equipment
purchase option:

  A. Tooling Acknowledgement.  The Debtors agreed that all
     tooling they utilized to manufacture component parts for
     Chrysler is owned by Chrysler and is being held by the
     Debtors, on a bailment basis.  The Debtors further agreed
     that Chrysler has the right to take immediate possession of
     the Tooling.  They also agreed to assist Chrysler on the
     Tooling removal, if necessary.  In the event of dispute
     over the ownership of the Tooling, Chrysler will prevail as
     the Tooling would be presumed as its own pending resolution
     of the dispute and would have the right to take immediate
     possession of the Tooling even if resolution is pending.

  B. Lease Option.  The Debtors granted Chrysler the option to
     lease their Masonic facility for $175,000, which lease
     option is exercisable on the occurrence of an Event of
     Default or the Debtors' failure to meet a Sales Milestone
     with respect to the Masonic Facility.

     In a written notice on November 30, 2008, Chrysler informed
     the Debtors of its intent to exercise the Lease Option,
     effective January 1, 2009, pending completion.  In turn,
     the Debtors demanded to Chrysler payment of collateral
     issues as employee severance and disputed commercial claims
     that were not contemplated or required by the Lease Option,
     Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
     Wilmington, Delaware, confirms.

  C. Equipment Purchase Option.  The Debtors granted Chrysler
     "an irrevocable and exclusive option . . . to purchase all
     or any Supplier Owned Tooling and all or any machinery or
     equipment that is owned by the Debtors and is necessary or
     helpful to manufacture of component parts for Chrysler at
     the prices set forth in the Accommodation Agreement."
     Chrysler could exercise the Equipment Purchase Option upon
     (i) an event of Default; (ii) expiration of the
     Accommodation Agreement; or (iii) resourcing of the
     manufacture of the component parts to a substitute
     supplier.  Upon the exercise of the Equipment Purchase
     Option, Chrysler will have the right to take immediate
     possession of the purchased equipment.

Under the Accommodation Agreement, Chrysler may also exercise the
"Right of Access" under that certain Access and Security
Agreement.

On Chrysler's behalf, Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, Delaware, asserted that Chrysler is entitled
to exercise the Lease Option as evidenced by the Debtors' failure
to meet the Sale Milestones and their orderly liquidation.  In
the same way, he avers, Chrysler's immediate possession of the
Facility will ensure continued production of component parts and
assembly and sale of Chrysler vehicles.

Due to the Debtors' failure to meet the Sale Milestones, Chrysler
informs the Court that it had resourced production of its
component parts to other suppliers.  Chrysler adds that despite
repeated demands, the Debtors refused to relinquish the Tooling
and assist in its removal.  The Debtors demanded Chrysler to pay
certain disputed amounts arising from commercial claims and not
from the Tooling, before they'll assist in the Tooling removal,
according to Mr. Landis.  "The Accommodation Agreement expressly
prohibits this type of hostage-taking behavior."  Nevertheless,
Chrysler is prepared to immediately escrow any disputed Tooling
payment in line with its obligations under the Accommodation
Agreement, Mr. Landis says.

Moreover, if the Debtors refuse to lease the Facility to
Chrysler, Chrysler asserts it is entitled to exercise its Right
of Access because a default has occurred under the Access and
Security Agreement; and given the Debtors' liquidation, it cannot
be denied that additional defaults are likely to occur and the
Debtors will be unable to continue production at the Facility.

Chrysler was concerned it would suffer immediate and irreparable
harm if the Debtors are not required to adhere to their
obligations under the Accommodation Agreement.  The Debtors have
stated, Mr. Landis points out, that they will not borrow
additional funds and will stop production for Chrysler on
December 19, 2008, as Chrysler enters its extended holiday
shutdown.

Specifically, Chrysler sought to require the Debtors to comply
with the Accommodation Agreement by:

  (a) authorizing Chrysler to immediately possess all tooling in
      the Debtors' possession used to manufacture component
      parts for Chrysler;

  (b) immediately leasing to Chrysler the Masonic Facility; and

  (c) immediately selling to Chrysler all equipment or machinery
      in the Debtors' possession that is necessary to the
      manufacture of component parts for Chrysler.

                      Parties' Stipulation

The terms of the parties' agreement are:

  (1) Chrysler will pay the Debtors $4 million in cash.  The
      first $3 million will be wired to the Debtors and the
      remaining $1 million will be held in escrow by BBK Ltd and
      will be disbursed to the Debtors upon execution by the
      parties of the Masonic Lease.  If the Masonic Lease is not
      executed by parties by January 15, 2009, the Holdback will
      be disbursed to Chrysler.

  (2) Upon payment of the Settlement Amount, the Debtors, as
      borrowers to the Second Amended and Restated Credit
      Agreement, will be fully and finally released and all
      rights of Chrysler as a Term Lender will be extinguished.
      Among others, the Debtors will not be required to obtain
      the consent of Chrysler to payments to employees pursuant
      to the Employee-Based Retention Plans Order while Chrysler
      is under no obligations to fund the Plans.

  (3) Chrysler is authorized to take possession of all Tooling
      in the Debtors' premises and the Debtors will cooperate in
      the tooling removal.  The Debtors will comply with the
      Accommodation Agreement by conforming to the re-sourcing
      scheduling so that Tooling can be removed by December 23,
      2008.

  (4) To the extent the appraisal performed by Hilco Industrial
      did not appraise specific equipment optioned by Chrysler,
      Chrysler will be allowed to take possession of the
      equipment subject to the Debtors' ownership interest and
      the Lender's continuing security interests upon placement
      of amount demanded by the Debtors into an escrow account.
      The money will be disbursed upon further Court order.

  (5) The parties' Stipulation will effect a global settlement
      of all issues between Chrysler and the Debtors, and
      Chrysler is released, discharged and waived from all
      claims, causes of action and obligations, except for these
      payments which will be paid under the terms of the
      Accommodation Agreement:

          * Payments owed by Chrysler for shipments of Component
            Parts after August 26, 2008, at prices in effect in
            Chrysler's invoices.

          * Payments owed by Chrysler for Designated Equipment.

          * Engineering services or other services requested by
            Chrysler from the Debtors under the Accommodation
            Agreement.

          * Obligations under the Stipulation and the
            contemplated agreements.

          * In the event the Debtors receive payment from
            Chrysler for amounts related to retroactive purchase
            adjustments, Chrysler will be entitled to setoff and
            recoup the overpayment against amounts due and owing
            for Component Parts shipped after August 26, 2008.

The parties also agree that the Masonic Lease will contain terms
consistent with the Accommodation Agreement, including:

  (1) Chrysler will provide the Debtors with a $320,000 security
      deposit, constituting two months of Base Rent under the
      Masonic Lease, as security for Chrysler's payment
      obligations under the Masonic Lease.  The Security Deposit
      will be maintained in an escrow account.

  (2) Chrysler will not have any guaranty, indemnity or other
      payment obligation related to premises liability exceeding
      the cost of insurance premiums funded by Chrysler,
      including environmental claims.  Chrysler and Masonico
      will enter into a new access and security agreement, as to
      which the Debtors and Lender will be parties.  The Events
      of Default will be amended to provide that an Event of
      Default will occur if Masonico interfere and threaten to
      jeopardize Chrysler's ability to rely on Masonico for the
      production of component parts; and the Debtors will not
      seek to make demands on Chrysler inconsistent with the
      Masonic Lease.

  (3) The New Access Agreement will further provide that in the
      event Chrysler elects to exercise its Right of Access,
      Chrysler will continue to pay all of its accrued and
      unpaid obligations to the Debtors.  The Old Access and
      Security Agreement remains in full force and effect.

  (4) In the event Chrysler purchases the leased equipment
      located at Masonic or assumes the Debtors' obligations to
      the lessors, then the monthly base rent due under the
      Masonic Lease be reduced by $10,000 per month.

  (5) The parties will conduct a physical inventory at Masonic,
      and Chrysler will pay the Debtors for all work-in-progress
      at Masonic on the effective date under the Masonico
      Operating Agreement for 90% of the book value of the WIP
      as determined by physical inventory.

A copy of the Cadence-Chrysler Stipulation is available for free
at http://bankrupt.com/misc/Cadence_ChryslerStipulation.pdf

The Court approves the parties' Stipulation.

At the Debtors' behest and as a condition to the Masonic Lease,
the Court places under seal the full and unredacted version of
the Chrysler Stipulation.

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and US$500
million.  (Cadence Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                     About Chrysler LLC

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

                         *     *     *

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

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

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

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


CIRCUIT CITY: Court Grants Final Approval to DIP Financing
----------------------------------------------------------
At a hearing held on December 22, 2008, the U.S. Bankruptcy Court
for the Eastern District of Virginia authorized Circuit City
Stores, Inc., and its debtor affiliates, on a final basis, to
borrow up to the aggregate committed amount of:

  (a) $1,100,000,000 consisting of $1,050,000,000 for the
      Debtors and $50,0000,000 for InterTAN Canada Ltd.;

  (b) $900,000,000, consisting of $850,000,000 for the Debtors
      and $50,0000,000 for InterTAN, on December 30 and 31,
      2008;

  (c) $910,000,000, consisting of $850,000,000 for the Debtors
      and $60,0000,000 for InterTAN for the period from
      January 1 through 17, 2009; and

  (d) $900,000,000, consisting of $850,000,000 for the Debtors
      and $50,0000,000 for InterTAN.

According to the Final Order, all DIP obligations will become
immediately due and payable, and authority to use the DIP
Financing's proceeds and to use cash collateral will cease both
on the date that is the earliest to occur of:

  -- November 10, 2009;

  -- the date on which the maturity of the obligations is
     accelerated and DIP commitments are irrevocably terminated;
     or

  -- the DIP's consummation date.

A copy of the Final Order can be obtained without charge at:

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

The Debtors have also filed with the Court on December 22, a
second amendment to the DIP Credit Agreement, as agreed among the
parties.

The Second Amendment provides, among other things, that the
challenge period for any official committee to contest the
validity of the liens of any prepetition agent or lender is
extended until March 1, 2009.  A copy the Second Amendment is
available for free at:

    http://bankrupt.com/misc/2nd_Amended_DIP_Agreement.pdf

Prior to the entry of the Final DIP Order, the Court amended the
interim order to include certain amounts relating to the Debtors'
prepetition debt amount.

The Corrected Order provided that as of the Petition Date, the
Debtors were indebted under the Prepetition Financing Agreements
on account of credit extensions (i) to the Debtors, in the
principal amount of $730,742,932, plus letters of credit for
$124,363,738, plus interest, costs and expenses, and (ii) made to
Intertan Canada Ltd., for CDN$42,500,000, plus letters of credit
for $6,991,547, plus interest, costs, expenses, and fees.

Several parties-in-interest and creditors also tried to block the
approval of the DIP Financing by filing separate objections and
joinders:

  -- AmCap NorthPoint LLC and AmCap Arborland LLC;
  -- Eatontown Commons Shopping Center, et al.;
  -- Faber Bros., Inc.; and
  -- Prince George's Station Retail, LLC, et al.

The Final Order, however, provided that all objections to the DIP
Financing's approval, which have not been withdrawn or resolved,
are overruled.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Sec. 341 Meeting of Creditors Set for January 9
-------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of Circuit City Stores, Inc., and its 17 debtor affiliates on
January 9, 2009, at 2:30 p.m., at 701 E. Broad Street, Suite
4300, in Richmond, Virginia.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                    January 30 Claims Bar Date

The U.S. Bankruptcy Court for the Eastern District of Virginia has
set deadline for filing proofs of claim against Circuit City
Stores, Inc., and its affiliates.  The Court set:

  -- January 30, 2009, as the general bar date for filing proofs
     of claim; and

  -- May 11, 2009, as the governmental bar date.

The Department of Revenue of the state of Colorado tried to block
approval of the request by asserting that the request is a
classic instance of an attempt to ambush all creditors in the
bankruptcy cases, governmental and otherwise, with a short
response period made even shorter by the Thanksgiving holidays.

Pursuant to Sections 105 and 502 of the Bankruptcy Code and
Rules 2002, 3003(c)(3), and 9007 of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to (i) set
January 30, 2009, as general bar date for filing certain proofs
of claim, (ii) approve procedures for filing those proofs of
claim, and (iii) approve the form and manner of notice with
respect to the Bar Date.

The Debtors have proposed that proofs of claim be filed by
creditors of any of the Debtors on account of any claim arising
before the Petition Date.  Nevertheless, the Debtors propose that
creditors holding or wishing to assert these types of excluded
claims against the Debtors need not file a proof of claim:

  (a) Claims listed in the Debtors' schedules and statements
      that are not listed as "contingent," "unliquidated" or
      "disputed," and that are not disputed by the holders as to
      amount, classification or the identity of the Debtor
      against whom the claim is scheduled;

  (b) Claims on account of which a proof of claim has already
      been properly filed with the Court or the Debtors' claims
      agent against the correct Debtor, provided that proofs of
      claim or requests for payment under Section 503(b)(9) of
      the Bankruptcy Code are not Excluded Claims;

  (c) Claims previously allowed or paid pursuant to a Court
      order;

  (d) Claims allowable under Sections 503(b) and 507(a)(2) of
      the Bankruptcy Code as expenses of administration;

  (e) Claims of Debtors against other Debtors;

  (f) Claims of current officers or directors of a Debtor for
      indemnification or contribution arising as a result of the
      officer's or director's postpetition service to a Debtor;
      and

  (g) Claims related to the Debtors' gift cards purchased prior
      to the Petition Date.

The Debtors also request that any holder of an interest in any of
the Debtors, which interest is based exclusively upon the current
ownership of stock or other equity interest, will not be required
to file a proof of Interest based solely on account of that
Interest Holder's ownership interest.

However, any Interest Holder (i) other than a governmental unit,
who wishes to assert a claim against any of the Debtors based on
any transaction in the Debtors' Interests, including a claim for
damages or rescission based on the purchase or sale of the
Interests, must file a proof of claim on or prior to the General
Bar Date, and (ii) who is a governmental unit and wishes to
assert a claim based on any transaction in the Debtors'
Interests, including a claim for damages or rescission based on
the purchase or sale of the Interests, must file a proof of claim
on or prior to February 27, 2008 -- the governmental claims bar
date.

Furthermore, the Debtors request that proofs of claim for damages
arising from the rejection of any unexpired lease or executory
contract of a Debtor during the bankruptcy cases be filed by the
latest of:

  -- 30 days after the effective date of rejection of the
     executory contract or unexpired lease as provided by a
     Court order, or pursuant to a notice under the procedures
     approved by the Court;

  -- any date set by another Court order; or

  -- the General Bar Date.

Proofs of claim for any other claims that arose prior to the
Petition Date with respect to a lease or contract must be filed
by the General Bar Date.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Circuit City Stores, Inc., filed before the U.S. Bankruptcy Court
for the Eastern District of Virginia its schedules of assets and
liabilities:

A.  Real Property
        Building & improvements                    $339,497,766
        Land                                         14,323,487
B.  Personal Property
B.1   Cash on Hand                                     2,425,996
B.2   Bank Accounts                                    2,820,167
B.3   Security Deposits
        Utilities deposits                              192,788
        Rent deposits                                   574,989
B.4   Household goods                                          -
B.5   Book, artwork and collectibles                           -
B.6   Wearing apparel                                          -
B.7   Furs and jewelry                                         -
B.8   Firearms and other equipment                             -
B.9   Insurance Policies                            Undetermined
B.10  Annuities                                                -
B.11  Interests in an education IRA                            -
B.12  Interests in pension plans 401(k) Plan                   -
B.13  Stock and Interests                              2,627,385
B.14  Interests in partnerships/joint ventures      Undetermined
B.15  Government and corporate bonds                           -
B.16  Accounts Receivable                                      -
        3rd Party Provider                            6,989,300
        Credit Card                                  98,124,526
        Extended Service Plan                        33,023,484
        Notes                                           770,111
        Chase                                         6,099,142
        Other receivables                             5,036,559
        Vendor Receivables                          192,765,111
        Allowance for Doubtful Accounts              (9,109,055)
B.17  Alimony                                                  -
B.18  Other Liquidated Debts Owing Debtor             82,129,000
B.19  Equitable or future interests                            -
B.20  Interests in estate death benefit plan                   -
B.21  Other Contingent and Unliquidated Claims      Undetermined
B.22  Patents, copyrights, and others                    Unknown
B.23  Licenses, franchises & other intangibles           Unknown
B.24  Customer lists or other compilations                     -
B.25  Vehicles                                                 -
B.26  Boats, motors and accessories                            -
B.27  Aircraft and accessories                         5,268,901
B.28  Office Equipment, furnishings & supplies
        Various fixed assets                         68,178,945
B.29  Equipment and Supplies for Business
        Various fixed assets                         68,076,540
B.30  Inventory
        Various stores & distribution centers     1,344,921,972
B.31  Animals                                                  -
B.32  Crops                                                    -
B.33  Farming equipment and implements                         -
B.34  Farm supplies, chemicals, and feed                       -
B.35  Other Personal Property
        Fixed Assets - various                      250,723,869
        Intercompany receivables                    300,562,921
        Pension - Funded Status                      95,510,801
        Prepaid inventory                            91,878,526
        Others                                       86,843,549

     TOTAL SCHEDULED ASSETS                      $3,090,256,780
     ==========================================================

C.  Property Claimed                                       None

D.  Creditors Holding Secured Claims
        General Electric                           $300,500,000
        Wells Fargo                                 250,000,000
        Bank of America                             225,000,000
        Wachovia                                     87,000,000
        JPMorgan                                     85,000,000
        GMAC                                         75,000,000
        Burdale                                      60,000,000
        National City                                50,000,000
        Others                                      175,720,512

E.  Creditors Holding Unsecured Priority Claims          Unknown

F.  Creditors Holding Unsecured Nonpriority
        Claims                                    1,941,112,932

     TOTAL SCHEDULED LIABILITIES                 $3,249,333,444
     ==========================================================

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Files Statement of Financial Affairs
--------------------------------------------------
As part of their requirement to disclose income from their
business operations during the two years preceding the Petition
Date, Circuit City Stores, Inc., and its subsidiaries, reported:

Source                       Date Covered        Income/Amount
------                       ------------        -------------
Operation of Business    03/01/06 - 02/28/07    $9,375,699,681
Operation of Business    03/01/07 - 02/29/08     8,877,317,238
Operation of Business    03/01/08 - 11/09/08     4,638,871,169

Bruce H. Besanko, the Debtors' executive vice president and chief
financial officer, relates that within two years immediately
preceding the commencement of the bankruptcy cases, the Debtors
received certain income other than from employment, trade,
profession or business operations:

         Date Covered              Income/Amount
         ------------              -------------
         03/01/06 - 02/28/07         $21,160,832
         03/01/07 - 02/29/08             972,307
         03/01/08 - 11/09/08          (3,245,531)

Within 90 days prior to the Petition Date, the Debtors paid or
transferred certain property for debts, which are not primarily
consumer debts.  Among the largest payments are:

   Creditor                               Amount Paid
   --------                               -----------
   Hewlett-Packard                       $200,876,756
   Sony Electronics Inc.                  191,734,356
   Samsung Electronics America Inc.       177,884,594
   Toshiba Computer Systems Div.           70,576,747
   Canon USA                               63,472,815
   ADP                                     61,176,347
   LG Electronics                          57,009,980
   Toshiba America Consumer Products       50,482,919
   Panasonic North America                 35,135,982
   Graphic Communications                  30,810,336
   Acer America Corp.                      27,740,381
   Panasonic Company National              25,299,770
   GE                                      24,280,432
   Continental Traffic                     23,545,038
   California Board of Equalization        23,445,940
   Sony Computer Entertainment             21,101,254
   IBM                                     20,250,122
   Advantage IQ                            20,171,138

A complete list of the payments made is available for free at
http://bankrupt.com/misc/CircuitCity_TransfersMade.pdf

Mr. Besanko discloses that the Debtors also paid certain
creditors, who were insiders, within one year prior to their
bankruptcy filing.  The Debtors are also parties to certain
lawsuits and administrative proceedings.  A copy of the complete
list of paid creditors and lawsuits is available for free at:

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

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments: domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


COMPOSITE TECHNOLOGY: Auditor Raises Going Concern Doubt
--------------------------------------------------------
SingerLewak LLP, in Irvine, California, in a letter dated
December 22, 2008, to the Board of Directors and Shareholders of
Composite Technology Corporation and subsidiaries, expressed
substantial doubt about the company's ability to continue as a
going concern.  The firm audited the consolidated balance sheets
of Composite Technology Corporation and subsidiaries as of
September 30, 2008 and 2007, and the related consolidated
statements of operations and comprehensive loss, shareholders'
equity, and cash flows for each of the three years in the period
ended September 30, 2008.

SingerLewak noted that the company has suffered recurring losses
from operations, which raises substantial doubt about the
company's ability to continue as a going concern.

Chief Executive Officer Benton H Wilcoxon disclosed that during
the year ended September 30, 2008, the company incurred a net loss
of $45,553,000 and had negative cash flows from continuing
operations of $51,360,000.  In addition, the Company had an
accumulated deficit of $185,163,000 at September 30, 2008.  "The
company's ability to continue as a going concern is dependent upon
its ability to generate profitable operations in the future and to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due.  The outcome of these matters cannot be predicted with
any certainty at this time."

"Our principal sources of working capital have been private debt
issuances and historically, the company has issued registered
stock and unregistered, restricted stock, stock options, and
warrants in settlement of both operational and non-operational
related liabilities and as a source of funds."

"In addition, management plans to ensure that sufficient capital
will be available to provide for its capital needs with minimal
borrowings and may issue equity securities to ensure that this is
the case. However, there is no guarantee that the company will be
successful in obtaining sufficient capital through borrowings or
selling equity securities."

"We believe our cash position, including usable restricted cash as
of September 30, 2008, of $23.3 million, and expected cash flows
from revenue orders may not be sufficient to fund operations for
the next four calendar quarters for both of our business segments.
We believe that we will have positive cash flow from our Cable
business to fund its operations.  We anticipate that additional
cash is needed to fund operations beyond March 2009 for our DeWind
business, absent a large cash deposit for a future turbine order
and to the extent required the Company intends to continue the
practice of issuing stock, debt or other financial instruments for
cash or for payment of services until our cash flows from the
sales of our primary products is sufficient to provide cash from
operations or if we believe such a financing event would be a
sound business strategy," Mr. Wilcoxon said.

As of September 30, 2008, the company's balance sheet showed total
assets of $165,440,000, total liabilities of $97,800,000 and total
shareholders' equity of $67,640,000.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?36e1

                    About Composite Technology

Composite Technology Corporation --
http://www.compositetechcorp.com/-- develops, produces, and
markets innovative energy efficient products and renewable energy
products for the electrical utility industry.  CTC's products
incorporate advanced composite materials and innovative design
solutions that result in energy efficient conductors for
electrical transmission systems and advanced wind turbines which
offer a simple grid synchronization and a more reliable renewable
energy solution.  The Company was incorporated in Florida on
February 26, 1980, as El Dorado Gold & Exploration, Inc. and
reincorporated in Nevada on June 27, 2001 and renamed Composite
Technology Corporation.  In July 2006, the Company acquired its
wind turbine business through the acquisition of EU Energy plc, a
U.K. corporation, subsequently renamed DeWind.  The company's
principal corporate offices are located at 2026 McGaw Avenue,
Irvine, California 92614.


CORTE FRECCIA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Corte Freccia I, L.L.C.
        19420 N. 59th Avenue
        Suite 233
        Glendale, AZ 85308
        Tel.: (480) 609-0011

Bankruptcy Case No.: 08-18600

Type of Business: The Debtor is a land subdivider and developer.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Randy Nussbaum, Esq.
                  Nussbaum & Gillis, P.C.
                  14500 N. Northsight Blvd. - #116
                  Scottsdale, AZ 85260
                  Tel.: (480) 609-0011
                  Fax : 480-609-0016
                  Email: rnussbaum@nussbaumgillis.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by A. Paul Stephens, Jr., Manager of the
company.


CUZZENS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cuzzens, Inc.
        3500 Las Vegas Blvd. South
        Suite a-13
        Las Vegas, NV 89109

Bankruptcy Case No.: 08-25337

Type of Business: The Debtor is a retailer of men's and boys'
clothing.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Timothy S. Cory, Esq.
                  8831 w. sahara Ave.
                  Lakes Business Park
                  Las Vegas, NV 89117
                  Tel.: (702) 388-1996
                  Email: tim.cory@corylaw.us

Estimated Assets: $100,001 to $500,000

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

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

             http://bankrupt.com/misc/nvb08-25337.pdf

The petition was signed by Steven Vieths, President of the
company.


DANIEL BYERLY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel Thomas Byerly
        602 S. Indiana Ave.
        Alexandria, IN 46001
        County: Madison

Bankruptcy Case No.: 08-15784

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: KC Cohen, Esq.
                  151 N Delaware St. Ste. 1104
                  Indianapolis, IN 46204
                  Tel.: (317) 715-1845
                  Fax : (317) 916-0406
                  Email: kc@esoft-legal.com

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

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

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

             http://bankrupt.com/misc/insb08-15784.pdf

The petition was signed by Daniel Thomas Byerly.


DESERT RIDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Desert Riders Motorsports, Inc.
        212 E, Highway 70
        Safford, AZ 85546

Bankruptcy Case No.: 08-18549

Type of Business: The Debtor is a motorcycle dealer.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 S. Church Ave. #2270
                  Tucson, AZ 85701
                  Tel.: (520) 623-8330
                  Fax : (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

Total Assets: $2,134,557

Total Debts: $240,891

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

             http://bankrupt.com/misc/azb08-18549.pdf

The petition was signed by Wallace R. Glover, President of the
company.


DHP HOLDINGS: To Liquidate Business Under Chapter 11
----------------------------------------------------
DHP Holdings II Corp., together with six of its affiliates, filed
for voluntary bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware, citing liquidity problem coupled with
declining economy resulting to the company's inability to access
additional funds.

The Debtors plan to liquidate their business for the benefit of
all of their creditors.

The Debtors proposed on Dec. 5, 2008, to their senior lenders a
funding scheme that would provide the financing necessary to
maintain their operations but the lenders rejected the proposal
and cease all cash in the Debtors' bank accounts -- including
payroll and health benefits accounts.  However, the lenders
allowed the Debtors to access cash collateral on a limited basis.

In light of the liquidity crisis, the Debtors said they were
compelled to substantially restrict their business, lay off
employees and terminate health benefits.  The Debtors notified 331
employees -- including union employee -- in their facilities
located in Bowling Green, Kentucky, about the planned terminations
under the Workers Adjustment and Retraining Notification Act.

According to Craig S. Dean, Debtors' chief restructuring officer,
the Debtors defaulted on their obligations under the prepetition
senior credit agreement several times since February 2005.  The
senior lenders provided more funding to the Debtors as well as
extended the termination of the agreement and waived certain
defaults in exchange for a higher interest and fees, under various
amendments and forbearance agreements entered from time to time.
The senior indebtedness became due and payable in full in cash and
all commitments lend under the agreement terminated on Nov. 29,
2008, Mr. Dean said.

The company listed assets and debts between $100 million and $500
million in its filing.  Reuters' Chelsea Emery reports that the
company, along with its non-debtor subsidiaries and affiliates,
has $132.5 million in assets and $133.2 million in liabilities as
of Nov. 29, 2008.

The company's foreign units including HIG-DHP Barbados, who holds
100% of the equity of all foreign nondebtor units, did not file
for bankruptcy, Bob Van Voris of Bloomberg News reports.

According to Reuters, DHP Holdings owes about $40.8 million in
senior debt under the prepetition senior credit facility, wherein
GE Business Financial Services acted as agent.  The company also
owes $15 million in subordinated debt under the prepetition
subordinated credit agreement to HIG Capital Partners.

               Former DESA Entities Chapter 11 Cases

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.

                       About DHP Holdings II

Headquartered in Bowling Green, Kentucky DHP Holdings II Corp.
sells and distributes heating commercial products in Europe and
Mexico.  The Debtors own manufacturing, storage and distribution
facilities in Alabama and California.


DHP HOLDINGS: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DHP Holdings II Corporation
        aka DESA (Cayman) Holding LLC
        aka DESA (Cayman) II Holding LLC
        2701 Industrial Drive
        Bowling Green, KY 42101

Bankruptcy Case No.: 08-13422

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
   DESA, LLC                                       08-13423
   DESA Heating, LLC                               08-13424
   DESA Specialty, LLC                             08-13425
   DESA FMI, LLC                                   08-13426
   DESA IP, LLC                                    08-13427

Type of Business: The Debtors sell and distribute heating
                  commercial products in Europe and Mexico.
                  The Debtors have manufacturing, storage and
                  distribution facilities in Alabama and
                  California,

Chapter 11 Petition Date: December 29, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Bruce Grohsgal, Esq.
                  bgrohsgal@pszyj.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Timothy P. Cairns, Esq.
                  tcairns@pszjlaw.com
                  Pachulski, Stang, Ziehl Young & Jones LLP
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Restructuring Officer: AEG Partners and Craig S. Dean as chief
                       restructuring officer and Kevin Willis as
                       assistant chief restructuring officer.

Claims Agent: Epiq Bankruptcy Solutions, LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Interpro Manufacturing, L      trade             $3,066,069
5/F, New Bright Industrial Ctr
Sheung Yuet Rd
Kowloon Bay, Hong Kong
Tel: (852) 2363-1988

RYERSON COIL PROCESSING        trade             $2,343,687
Attn: Verla
24491 Network Place
Chicago, IL 60673
Tel: (513) 896-2951
Fax: (513) 425-9317

WINNSPEC INTERNATIONAL CO.     trade             $2,072,664
Attn: Norman Jou
13F-1 207, Fu Sing Road
Taoyuan City, Taiwan Roc
Tele: 8-863-333-2107
Fax: 866-3-333-2752

WINNERS PRODUCTS ENGINEER      trade             $1,988,208
Attn: Desmond
25/F Top Glory Tower
262 Gloucester Rd.
Causeway Bay, Hong Kong
Tele: 1-1-8-529-045-5883
Fax: 852-2891-1300

GARDEN FLAME GAS APPLIANCE     trade             $1,860,523
4-402 Hua Jiang Rd.
Hua Un Ju, Dashi, Panyu
Guangzhou, China 511430
Tele: 86-20-84592859
Fax: 86-20-84992851

KBK FINANCIALS INC             settlement        $1,100,000
Attn: Robert McGee
301 Commerce St.
Fort Worth, TX 76102
Tel: (817) 258-6020
Fax: (817) 420-6705

COPRECI, S. COOP               trade             $1,007,855
Attn: Ruben Matteos
N9443 Narcisa Marquez
730 Fifth Ave. - 7th Floor
New York, NY 10019
Tel: (678) 560-2154
Fax: (678) 978-9852

MAAS-HANSEN STEEL CORP.        trade             $894,569
Attn: Chris
1.0. PO Box 58364
Vernon, CA 90058
Tel: (323) 583-6321
Fax: (323) 586-9535

SCHEU MANUFACTURING CO.        note              $892,656
Phil Chiazza
PO Box 250 Attn:
Upland, CA 91785
Tel: (909) 981-5343

S.I.T. CONTROLS                trade             $867,861
Attn: Michelle Plyler
900 CENTER PARK DR., SUITE J
Charlotte, NC 28217
Tel: (704) 522-6325
Fax: (704) 522-7945

REGAL BELOIT ELECTRIC MOT      trade             $756,447
Attn: Jil Roe
Bin# 88159
Milwaukee, Wi 53288
Tel: (260) 416-5441

LEWISBURG CONTAINER
COMPA
Attn: Tami or D Kessler        trade             $744,310
PO Box 933931
Atianta,GA 31193
Tel: (937) 962-2681
Fax: (937) 962-4504

PLASPROS INC PLASPROS INC      trade             $619,506
PO Box 66116 Attn: Mark Doner
Chicago, IL 60666 PO Box 66116
Chicago, IL 60666
Tel: 62-563-8635
Fax: 662-563-1737

BURNER SYSTEMS INTERNATIO      trade             $468,658

CONSTRUCTION BOLT              trade             $393,306

KELLY HART & HALLMAN LLP       trade             $359,486

WORGAS, INC                    trade             $357,306

AMMUNITION ACCESSORIES         trade             $352,109

REVCOR                         trade             $288,344

COLUMBUS ENGINEERING, INC      trade             $288,344

CREATIONS IN WOOD              trade             $281,934

O'NEAL TUBE PROCESSING         trade             $273,023

SAKURA                         trade             $259,072

PACKAGING CORP OF AMERICA      trade             $257,271

MCGREGOR & ASSOCIATES          trade             $257,271

DUPONT POWDER COATINGS         trade             $235,466

C.H. ROBINSON WORLDWIDE I      trade             $232,615

NATIONAL KWIKMETAL SERVIC      trade             $217,769

PERFORMANCE STEEL,LLC          trade             $212,040

OLlNIWINCHESTER                trade             $233,809

SPEC PRINT                     trade             $209,320

HONGDA GROUP. CO., LTD         trade             $207,040

NORTON IGNITOR PRODUCTS        trade             $204,081

DIRECT METALS                  trade             $195,295

MOZAIK                         trade             $181,531

The petition was signed by chief restructuring officer Craig S.
Dean.


DIAS HOLDING: Two Directors Voluntarily Resign
----------------------------------------------
Two of DIAS Holding, Inc.'s directors voluntarily resigned in
November -- Yung-Hsiang "Paul" Chou and Hsiu-Pin "Sharon" Hsu.

In the latest 10-Q report filed with the Securities and Exchange
Commission, the company disclosed that the bulk of sales was
attributed to its Asia Forging Supply subsidiary, but at a slight
cumulative loss of $0.0028 per share.  "Since 2006, we have
succeeded in changing from a balanced sales combination between
OEM and aftermarket sales to predominantly aftermarket driven. In
2007 and again in 2008, over 70 percent of our sales are from our
spare-parts aftermarket and performance-parts aftermarket
customers as part of our strategy to adjust to the decline in the
North American OEM automotive market," Eric Huang, Chairman, CEO
and President of DIAS Holding, stated.

"The slight cumulative loss to date this year is because we are
the first to create an auto salon in the U.S., which copies the
success of year-round automotive salons in Asia.  Even though new
car sales are down, the U.S., and especially Detroit is known
throughout the Asian automotive business community as the center
of automobile technology and excellence, as indicated by the
successful sales of Buicks and similar American-designed cars in
China.  So, Asian automotive systems and component manufacturers
naturally want to migrate and establish a presence in the U.S.
Thus, we will be concentrating in fulfilling the objectives of our
strategic alliances and partnerships in 2009," summarized Chairman
Huang.

In 2008, DSHL has established cross-marketing agreements with
automotive manufacturing centers and auto parts organizations in
Guangzhou, Hangzhou, Beijing, Shanghai and Wuhan, China, and in
Pune, India.  Collectively, there are over 5,000 automotive
component manufacturers and sources are available for DSHL as
potential exhibitors for its auto salon subsidiary, as well as
potential partners for American companies to joint venture or
cooperate with for business in China and India.  "2009 will be the
year when our auto salon will bear fruit from the first wave of
exhibitors from these various locations," affirmed Michael Wesney,
president of the auto salon subsidiary of DSHL. "Targeting the top
firms for the first 100 exhibitors from each of our strategic
alliance partners will result in revenues upwards of $3 million
next year for us.  Promoting U.S. companies and products into
China for business engagements and opportunity will add to the
generation of new revenue potential for DIAS," added Mr. Wesney.

                       Going Concern Doubt

In a regulatory filing, Mr. Huang said the company has a history
of operating losses.  "There is no assurance that we will be
profitable in the future. The Company incurred a net loss of
$185,230 for the fiscal year ended December 31, 2007.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Continuing losses may exhaust our
capital resources and force us to discontinue operations."

As of September 30, 2008, the company's balance sheet showed total
assets of $11,491,565, total liabilities of $9,976,937 and total
stockholders' equity of $1,514,628.  The company's total current
liabilities of $8,355,404 exceeded total current assets of
$7,199,582.

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

                      About the DIAS Holding

DIAS Holding, Inc. -- http://www.diasholding.com/-- is a Delaware
Corporation servicing the multi-billion dollar industry of
providing automotive, trucking, railway and petroleum industries
with raw, finished and assembled components.  The company's major
subsidiaries include Asia Forging Supply Company, a prime
contractor for a network of factories throughout Asia, and the
Detroit International Auto Salon, the largest independent, year-
round exhibition center for automotive products.


DNC MULTIMEDIA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DNC Multimedia Corporation
        11050 Regal Forest Drive
        Suwanee, GA 30024

Bankruptcy Case No.: 08-29582

Type of Business: The Debtor engages in the consumer electronics
                  industry focused on portable devices.

Chapter 11 Petition Date: December 19, 2008

Court: Southern District of Florida (West Palm Beach)

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  bshraiberg@kpkb.com
                  Kluger, Peretz, Kaplan & Berlin, PL
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax : (561) 998-0047

Total Assets: $1,153,467 as of Dec. 31, 2007

Total Debts: $1,166,838 as of Dec. 31, 2007

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

            http://bankrupt.com/misc/fasb08-29582.pdf

The petition was signed by secretary M. Dewey Bain.


DUNE ENERGY: Has Until January 14 to Submit NYSE Compliance Plan
----------------------------------------------------------------
Dune Energy, Inc., received notice from the NYSE Alternext US
indicating that the company is not in compliance with certain
conditions of the Exchange's continued listing standards under
Section 1003 of the company Guide.

Specifically, the Exchange noted the company's failure to comply
with (a) Section 1003(a)(i) of the company Guide relating to
stockholders' equity of less than $2,000,000 and losses from
continuing operations and net losses in two out of its three most
recent fiscal years; (b) Section 1003(a)(ii) of the company Guide
relating to stockholders' equity of less than $4,000,000 and
losses from continuing operations and net losses in three out of
its four most recent fiscal years; and (c) Section 1003(a)(iii) of
the company Guide relating to stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years.

The notice was based on a review by the Exchange of publicly
available information, including the company's Quarterly Report on
Form 10-Q for the quarter ended Sept. 30, 2008.  Upon receipt of
notice from the Exchange, the company is subject to the procedures
and requirements of Section 1009 of the company Guide.

The company has been afforded the opportunity to submit a plan of
compliance to the Exchange by Jan. 14, 2009, advising the Exchange
of the actions the company has taken, or will take, that would
bring it into compliance with the continued listing standards
identified above by June 15, 2010.  If the Exchange accepts the
plan, then the company may be able to continue its listing during
the plan period up to June 15, 2010, during which time the company
will be subject to periodic review to determine whether it is
making progress consistent with the plan.

If the company fails to submit such a plan, the plan is not
accepted, the company does not make progress toward compliance
consistent with the plan, or is not in compliance at the end of
the plan period, then the company may be subject to delisting
proceedings by the Exchange.  There can be no assurance that the
Exchange staff will accept the company's plan of compliance or
that, even if such plan is accepted, the company will be able to
implement the plan within the prescribed timeframe.

The company has already informed the Exchange staff that it
intends to make a timely submission to the Exchange in which it
will outline the actions and timeframe by which the company
intends to cure the listing deficiencies and to regain its
compliance with the Exchange's continued listing requirements.

As a consequence of falling below the Exchange's continued listing
standards, the company's stock trading symbol has become subject
to the indicator ".bc" to denote its noncompliance.  The trading
symbol will bear this indicator until the company regains its
compliance with the Exchange continued listing requirements.

                       About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE)
-- http://www.duneenergy.com/-- is an independent exploration and
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Proved reserves as of Jan. 1, 2008, totaled 175
Bcfe.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $531.8 million and total liabilities of $589.2 million,
resulting ina stockholders' deficit of $57.4 million.

Cash at the end of the quarter was $33.4 million, versus
$16.8 million at year end 2007. Accounts payable have decreased
from $56.6 million at year end 2007 to $4.4 million at the end of
the third quarter. There are no cash borrowings under the
$40 million revolver. Third quarter capital spending was
$12.8 million, bringing the year to date total to $34.2 million.

For three months ended Sept. 30, 2008, the company reported net
income of $14.2 million compared with net loss of $4.9 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $27.5 million compared with net loss of $35.6 million for the
same period in the previous year.

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


ECOLOGY COATINGS: Auditor Raises Going Concern Doubt
----------------------------------------------------
UHY LLP in Southfield, Michigan, in a letter dated December 19,
2008, to the Board of Directors of Ecology Coatings, Inc.,
expressed substantial doubt about the company's ability to
continue as a going concern.  The firm audited the consolidated
balance sheets of Ecology Coatings, Inc. and subsidiary as of
September 30, 2008, and 2007, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended.

UHY LLP said the company's recurring losses, negative cash flows
from operations and net capital deficiency raise substantial doubt
about its ability to continue as a going concern.

For the years ended September 30, 2008 and 2007, the company
incurred net losses of $6,770,322 and $4,560,870, respectively.
As of September 30, 2008, the company had stockholders' deficit of
$1,239,810 -- with total assets of $1,501,892 and total
liabilities of $2,741,702.

David W. Morgan, vice president, chief financial officer, and
treasurer, said, "Our continuation as a going concern is dependent
upon our ability to generate sufficient cash flow to meet our
obligations on a timely basis, to obtain additional financing or
refinancing as may be required, to develop commercially viable
products and processes, and ultimately to establish profitable
operations.  We have financed operations through operating
revenues and, primarily, through the issuance of equity securities
and debt.  Until we are able to generate positive operating cash
flows, additional funds will be required to support operations.
We believe that cash investments subject to a securities purchase
agreement with an investor will be sufficient to enable us to
continue as a going concern through the fiscal year ending
September 30, 2009.  This securities purchase agreement does not
legally bind the investor to make the investments and there can be
no assurances that the investments will continue."

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

                      About Ecology Coatings

Ecology Coatings, Inc., develops ?clean tech?, nanotechnology-
enabled, ultra-violet curable coatings that are designed to drive
efficiencies, reduce energy consumption and virtually eliminate
pollutants in the manufacturing sector.  Ecology Coatings creates
proprietary coatings with unique performance and environmental
attributes by leveraging its platform of integrated clean
technology products that reduce overall energy consumption and
offer a marked decrease in drying time.


ELAM TODD: Files for Chapter 7 Liquidation
-------------------------------------------
Jack Hagel and John Murawski at The News & Observer report that
Elam, Todd & d'Ambrosi, parent firm Elam, Todd, d'Ambrosi II PA,
and ETD of South Carolina LLC have filed for Chapter 7
liquidation.

Court documents say that Elam Todd reported gross income of almost
$2 million this year, about 53% lesser than in 2007.  Elam Todd
also reported that customers owed the company almost $367,000, The
News & Observer states.

According to court documents, Elam Todd's operations in North
Carolina and South Carolina claim to have less than $50,000 in
assets each and more than $1 million in debts each.

Amanda Hoyle at Triangle Business Journal relates that Kevin Sink,
Esq., at  Nicholls & Crampton represents Elam Todd as counsel.

Triangle Business says that Elam Todd's creditors include:

     -- principals Elam, d'Ambrosi and Mallett;
     -- former partner Barbara Todd;
     -- Crescent State Bank;
     -- the Withers & Ravenel Inc. engineering firm; and
     -- Raleigh's Sepi Engineering Group Inc.

Elam, Todd & d'Ambrosi is a Morrisville engineering firm that
helped residential developers plan subdivisions.  Elam Todd
specialized in providing urban-planning, landscape-architecture,
and civil-engineering services to real estate developers, builders
and municipalities.  Elam Todd's projects include several high-
profile Triangle developments: Bedford at Falls River, Renaissance
Park and Alexander Place in Raleigh and Carpenter Village, Tryon
Village, and Waverly Place in Cary.  Elam Todd also offered golf
course design services after acquiring Cary's Robbins and
Associates in early 2006.  Twelve-year-old Elam Todd is led by
principals Charles Elam, Donald d'Ambrosi and Patrick Mallett, and
has been involved with some major commercial and residential real
estate developments around the Triangle and along the coastal
areas of North and South Carolina.


EMERGENCY CENTERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Emergency Centers of Texas, Ltd.
        711 East Southlake Blvd.
        Suite 300
        Southlake, TX 76092

Bankruptcy Case No.: 08-46011

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Christina Walton Stephenson, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Ave., Ste. 2260
                  Dallas, TX 75201
                  Tel.: (214) 658-6506
                  Fax : (214) 658-6509
                  Email: cstephenson@pronskepatel.com

                  and

                  Rakhee V. Patel, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue
                  Suite 2260
                  Dallas, TX 75201
                  Tel.: (214) 658-6500
                  Fax : (214) 658-6509
                  Email: rpatel@pronskepatel.com

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

Estimated Debts: $500,001 to $1,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/txnb08-46011.pdf

The petition was signed by Charles J. O'Hearn, MD.


EQUISTAR CHEMICALS: Discloses Two Officers' Termination of Service
------------------------------------------------------------------
Equistar Chemicals LP disclosed in a regulatory filing with the
Securities and Exchange Commission that Morris Gelb has ceased to
serve as an officer of the company.

In a separate filing, the company also related that on Oct. 31,
2008, W. Norman Phillips, Jr. ceased to serve as officer.

Headquartered in Houston, Texas, Equistar Chemicals LP, a wholly
owned subsidiary of Lyondell Chemical Company (NYSE: LYO) --
http://www.lyondell.com/-- produces ethylene, propylene and
polyethylene in North America and ethylene oxide, ethylene glycol,
high value-added specialty polymers and polymeric powder.

For three months ended SEpt. 30, 2008, the company posted net loss
of $271 million compared to net income of $22 million for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $1.4 billion compared to net income of $41 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9,096 billion and total liabilities of $19.0 billion,
resulting in a partners' deficit of $9.991 billion.


ESTEVES CONCRETE: Files for Chapter 7 Protection
------------------------------------------------
The News & Observer reports that Esteves Concrete has filed for
Chapter 7 bankruptcy.

Esteves Concrete listed assets of $624,366 and debts of
$1.2 million, The News & Observer relates.  According to the
report, Esteves Concrete clients owed the company about $386,000.

Esteves Concrete is based in Fuquay-Varina, North Carolina.


EVEREST CONSTRUCTION: Files for Chapter 7 Liquidation
-----------------------------------------------------
News & Observer reports that Everest Construction has filed for
Chapter 7 liquidation.

According to News & Observer, Everest Construction owed creditors
$26,500.  the report says that clients owed Everest Construction
at least $44,000.

Everest Construction is a deck builder in Raleigh, North Carolina.


FLYING J: Can Access Cash Collateral for Big West & Longhorn
------------------------------------------------------------
The Hon. Mary Walrath of the United States Bankruptcy Court
for the District of Delaware authorized Flying J Inc. and its
debtor-affiliates to use, on an interim basis, cash collateral
for (i) Big East Oil LLC, Big West of California LLC and Big West
Transportation, and (ii) Longhorn Pipeline Inc. securing repayment
of secured loan to their lenders.

The Debtors' Big West entities have about $53 million in secured
funded debt under a credit agreement dated March 15, 2005, with
Bank of America N.A., as administrative agent, to provide as much
as $200 million revolving credit facility.  On the one hand,
Longhorn has $53 million outstanding in secured fund debt under a
credit agreement dated December 19, 2007, with Merrill Lynch
Capital Corporation, as administrative agent, and Merrill Lynch
Bank USA, as lender, to provide about $120 million revolving
credit facility due 2012

The Debtors said Big West entities defaulted on their obligations
on Dec. 19, 2008, prompting BofA to accelerate and declare all
amount owing and payable immediately.  BofA ceased $35 million of
cash from the Big West entities' bank accounts, which resulted on
another default on payments of $120 million to crude oil
suppliers.  Longhorn also defaulted in its debt obligations with
its lenders after it failed to make a mandatory repayment of
$2.7 million under the loan.  As a result, Longhorn could no long
make any withdrawal from its bank with out it's lenders' consent.

The Debtors said they have an urgent need to access cash
collateral to fund working capital, capital expenditures, research
and development efforts and other general corporate purposes.
Access to cash collateral will enable Longhorn to increase the
capacity of the pipeline to transport refined products, among
other things.

The Debtors will pay all current interests, reasonable fees and
charges accruing under the loans.  Furthermore, the Debtor will
provide to the lenders with replacement security interest and
liens in all of Big West entities and Longhorn's property and
superiority claims with priority over all other administrative
expense claims.

A hearing is set for Jan. 16, 2009, at 11:30 a.m. (ET) to consider
final approval of the motions.  Objections, if any, are due
Jan. 9, 2009, at 4:00 p.m. (ET).

A full-text copy of Big West entities' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?36e3

A full-text copy of Longhorn cash collateral term sheet and budget
is available for free at http://ResearchArchives.com/t/s?36e2

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operate an oil company with  operations
in the filed of exploration and refining of petroleum products.
The Debtors engage in online banking, card processing truck
and trailer leasing, and payroll services.  The Debtors also
operate about 200 travel plazas in 41 states and six Canadian
provinces.  The company and six of its affiliates filed for
Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead Case
No. 08-13384).  Kirkland & Ellis LLP represents the Debtors' in
their restructuring efforts and Young, Conaway, Stargatt & Taylor
LLP as their Delaware Counsel.  The Debtors proposed The
Blackstone Group LP as financial advisor and Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from its creditors, they listed assets more than
$1 billion and debts between $100 million to $500 million.


FLYING J: Organizational Meeting to Form Panel on January 5
-----------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will hold an organizational meeting on January 5, 2009,
at 1:00 p.m. in the bankruptcy cases of Flying J Inc., and and its
debtor-affiliates.  The meeting will be held at The DoubleTree
Hotel, 700 King Street, Salon C, Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operate an oil company with  operations
in the filed of exploration and refining of petroleum products.
The Debtors engage in online banking, card processing truck
and trailer leasing, and payroll services.  The Debtors also
operate about 200 travel plazas in 41 states and six Canadian
provinces.  The company and six of its affiliates filed for
Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead Case
No. 08-13384).  Kirkland & Ellis LLP represents the Debtors' in
their restructuring efforts and Young, Conaway, Stargatt & Taylor
LLP as their Delaware Counsel.  The Debtors proposed The
Blackstone Group LP as financial advisor and Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from its creditors, they listed assets more than
$1 billion and debts between $100 million to $500 million.


FORD MOTOR: Kirk Kerkorian Sells Remaining Stake in Firm
--------------------------------------------------------
Jeff Bennett at The Wall Street Journal reports that Kirk
Kerkorian has sold his remaining 6.1% stake in Ford Motor Co.

Mr. Kerkorian's Tracinda Corp. no longer owns any shares in Ford
Motor, WSJ relates, citing Tracinda spokesperson Winnie Lerner.
Tracinda had 133.5 million shares left in Ford Motor, WSJ states.

Earlier this year, Tracinda purchased a 6.5% stake in Ford Motor,
WSJ states.  Mr. Kerkorian said in April that he had acquired 100
million shares in Ford Motor, and increased it in June, according
to WSJ.

WSJ relates that Tracinda said that it was considering a "possible
infusion of additional capital" into Ford Motor to give the
company "more flexibility in implementing its turnaround process,"
but no investment occurred and Mr. Kerkorian started to cut his
stake amid slowing automotive sales and his own financial
pressures.

Tracinda sold about 7.3 million shares of Ford Motor common stock
in October and had said it might continue selling its holdings
through the end of 2008, WSJ reports.  Jeff Green at Bloomberg
News relates that Mr. Kerkorian said that he would focus his
investments on energy, gambling, and hotels.  Mr. Kerkorian,
according to WSJ, said that he had started selling the shares and
most recently reported holdings on Oct. 28, when he said his stake
had dropped below 5%.

                      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-'.


GENERAL MOTORS: Treasury Loans $1-Bil. for GMAC Rights Offering
---------------------------------------------------------------
The U.S. Treasury Department said Dec. 29 it will purchase
$5 billion in senior preferred equity with an 8% dividend from
GMAC LLC as part of a broader program to assist the domestic
automotive industry in becoming financially viable.

Under the agreement, GMAC must be in compliance with the executive
compensation and corporate governance requirements of Section 111
of the Emergency Economic Stabilization Act, as well as enhanced
restrictions on executive compensation.

GMAC will issue warrants to Treasury in the form of additional
preferred equity in an amount equal to 5% of the preferred stock
purchase that will pay a 9% dividend if exercised.

Additionally, the Treasury has agreed to lend up to $1 billion to
General Motors so that GM can participate in a rights offering at
GMAC in support of GMAC's reorganization as a bank holding
company.  This commitment is in addition to the assistance
previously announced for GM on Dec. 19. This loan will be
exchangeable at any time, at Treasury's option, into the GMAC
equity interests being acquired by GM in the rights offering.
Furthermore, this loan will be secured and will have other terms
and conditions as outlined in the attached term sheet. The
ultimate level of funding under this facility will be dependent
upon the level of current investor participation in the rights
offering at GMAC.

Treasury exercised this funding authority under the Emergency
Economic Stabilization Act's Troubled Asset Relief Program (TARP).
The preferred stock purchase and the loan to support GMAC's rights
offering are part of an auto industry-focused TARP program that
will include the $17.4 billion in assistance for domestic
automakers announced earlier this month.

Treasury will work with Congress and the President-elect's
transition team on the appropriate timing for release of the
remainder of the TARP funds to support financial market stability.

                          About GMAC LLC

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

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

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

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

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

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

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

                         *     *     *

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

                      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.


GENERAL MOTORS: Sues Cadence to Comply with Deal, Recover Tooling
-----------------------------------------------------------------
General Motors Corporation sued Cadence Innovation LLC and its
affiliates before the U.S. Bankruptcy Court for the District of
Delaware.  In its complaint filed on Dec. 24, 2008, General Motors
seeks the Debtors' specific performance on an Accommodation
Agreement dated August 26, 2008.

GM complains that in direct contravention of the Accommodation
Agreement, the Debtors are holding hostage tooling and equipment
critical to the manufacture of GM vehicles.  While GM's right to
possession of the tooling and equipment is indisputable, the
Debtors' failure to turn over the Tooling and Equipment and
interference with GM's legal purchase rights is unjustified and
threatens GM's vehicle assembly operations, James S. Yoder, Esq.,
at White & Williams LLP, in Wilmington, Delaware, argues, on GM's
behalf.

Mr. Yoder relates that before the Petition Date, GM and the
Debtors are parties to purchase orders, whereby the Debtors sold
to GM component parts for installation into new vehicles and
tooling for the production of the component parts.  The Debtors
are the sole source suppliers to GM of the Component Parts.  The
Component Parts are essential to GM's manufacturing and assembly
operations and without sufficient quantities of the Component
Parts, GM cannot maintain production, Mr. Yoder says.  A day's
disruption in supply of certain Component Parts could cause a
shutdown of GM assembly operations, he avers.

                 The Accommodation Agreement

By August 2008, the parties entered into an Accommodation
Agreement, whereby GM provided accommodations to the Debtors,
including certain prepayments and payments made in satisfaction
of commercial issues; expedited payment terms; funding for
certain tooling; and certain credit enhancements.  GM also agreed
not to re-source its production unless an event of default
occurred of the Debtors commenced a liquidation.  In return, the
Debtors were required to continue to manufacture GM's required
quantities of Component Parts and to provide GM immediate
possession of tooling and related equipment used to produce the
Component Parts.

Under the Accommodation Agreement, any and all Tooling utilized
to manufacture Component Parts is deemed to be Customer Tooling,
owned by GM and subject to GM's immediate possession.  GM was
also granted an option to purchase and the right to take
immediate possession of all or any Supplier Owned Tooling and all
or any machinery or equipment used in the manufacture of the
Component Parts.

GM noted that in the week of December 15, 2008, it advised the
Debtors of its intention to exercise its option to purchase
certain Designated Equipment.  However, despite GM's requests,
the Debtors have not obtained an appraisal of Designated
Equipment by Hilco Industrial.  The Debtors also conditioned the
release of the Designated Equipment subject to a post-transfer
appraisal and GM's commitment to make payment promptly upon the
completion of the appraisal.

                       The Debtors' Default

The Debtors, however, defaulted under the Accommodation Agreement
when they failed to meet any of the set Sales Milestones under
the Agreement despite an extension of time agreed by GM,
according to Mr. Yoder.  The Debtors have withdrawn their Motion
to Sell Michigan Plants and have informed GM of the orderly
liquidation of the estates.

Mr. Yoder asserts that GM will suffer significant and irreparable
harm if its supply of Component Parts is interrupted and
possession of Tooling and Designated Equipment is withheld.  To
protect GM's supply of Component Parts and prevent a shutdown of
its vehicle assembly operations, he continues, it is critical
that GM be permitted to immediately remove the Customer Tooling
and Designated Equipment from the Chesterfield Facility.

Mr. Yoder tells the Court that the Debtors have failed to release
the Customer Tooling to GM and did not cooperate with its removal
for GM to resource production.  The Customer Tooling is highly
specialized and it would take a long lead time for its
production, he says.  GM says despite its demands, the Debtors
refused to turn over the Customer Tooling and thus, substantially
impairing not only the value of the Customer Tooling but GM's
ability to mitigate its damages as well.

Moreover, GM, must by January 12, 2009, have a successor supplier
in place and producing Component Parts for the launch of the new
Chevrolet Camaro, Mr. Yoder adds.  Given the quantities of
Component Parts that GM has on hand and the time it will take to
resource production, if Debtors fail to allow GM immediate
possession of the Customer Tooling and the Designated Equipment,
GM's vehicle assembly operations will be interrupted, he points
out.

GM asks the Court to:

  (a) compel the Debtors to specifically perform their
      obligations under the Accommodation Agreement, including
      GM's immediate possession of the Customer Tooling;

  (b) grant it continuous access to Debtors' facilities to allow
      it to retrieve the Customer Tooling;

  (c) immediately allow it to take possession of the Designated
      Equipment pending an appraisal and payment of the purchase
      price;

  (d) engage Hilco to appraise Designated Equipment; and

  (e) order the Debtors to sell to GM the Designated Equipment
      per the pricing terms provided in the Accommodation
      Agreement.

GM also argues that the Debtors are in breach of the
accommodation Agreement by refusing to grant GM immediate
possession of the Customer Tooling, and preventing GM from
exercising the Designated Equipment Option.  The Debtors have
wrongfully exerted dominion over GM's property resulting to its
incurrence of damages, Mr. Yoder contends.  GM thus asks the
Court to (i) enter a judgment its favor and against the Debtors
for damages arising from the Debtors' breaches and conversion of
the Customer Tooling; and (ii) grant it treble damages pursuant
to statute.

GM further asks the Court to declare that:

  (a) it has no obligations and commitments to the Debtors, with
      respect to its right to immediate possession of the
      Customer Tooling and exercise of the Designated Equipment
      Option, other than those obligations set forth in the
      Accommodation Agreement; and

  (b) it has not breached any obligation or commitment to the
      Debtors under the Accommodation Agreement and that, except
      for payments relating to GM's exercise of the Designated
      Equipment Option, GM has not liability to the Debtors
      under the Accommodation Agreement.

GM also seeks an award of its litigation costs, including
attorneys' fees.

                 Adversary Proceeding, Not Motion

Before the filing of the suit, GM filed a motion to compel Cadence
to comply with the Accommodation Agreement.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, Cadence's counsel,
asserted that as a matter of law, GM's Motion must be denied
because Rule 7001 (1) and (7) of the Federal Rules of Bankruptcy
Procedure designate that GM can only seek approval of its Motion
through an adversary proceeding and a complaint as well as a
motion for a temporary restraining order and a preliminary
injunction.  To the extent the Court further considers GM's
Motion, the Motion should be denied because it is unwarranted and
should never have been filed, the Debtors contend.

Moreover, Mr. Pernick clarified that the Debtors did not refuse to
release certain Tooling to GM.  With an adversary proceeding
before the Court, he maintained, the evidence will show that
despite difficulties created by GM's own conduct, the Debtors have
made extraordinary efforts to fulfill their performance
obligations under the Accommodation Agreement.

Mr. Pernick also asserted that GM does not have the right to take
possession of the Designated Equipment until GM first pays the
purchase price.  He said that the Debtors did request Hilco to
appraise the Designated Equipment, but Hilco omitted from its
appraisal a significant portion of the Designated Equipment on
which the Debtors spent millions of dollars to make parts for GM.

"GM now wants to seize the equipment without paying for it, simply
because Hilco did not include the equipment in its appraisal," Mr.
Pernick said.  "Not only is GM's Motion with respect to the
Designated Equipment inconsistent with the Accommodation
Agreement, but also violates any basic notion of fairness and
reasonableness."

Mr. Pernick also disclosed that GM agreed to fund its allocable
share of winddown costs for the Debtors, but failed to do so
despite the Debtors' repeated requests.  He emphasized that the
Debtors have incurred significant costs, in million of dollars, to
ensure that GM would enjoy a smooth transition from the Debtors'
production of component parts vital to the manufacture of GM
vehicles to GM's new supplier, at significant expense to the
Debtors' estates.

Unless and until GM fulfill its own material obligations under the
Accommodation Agreement, and completes a materially acceptable
Liquidation Budget, it should not be permitted to enforce the
Accommodation Agreement, Mr. Pernick said.

                   About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No. 08-
11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets of between US$10 million and
US$50 million, and debts of between US$100 million and US$500
million.  (Cadence Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                       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.


GLOBAL AIRCRAFT: Defaults on Victory Park Loans; Director Resigns
-----------------------------------------------------------------
Global Aircraft Solutions, Inc., and its subsidiaries Hamilton
Aerospace Technologies, Inc., World Jet Corporation and Hamilton
Aerospace S.A. de C.V. on December 19, 2008, failed to make
required payments of principal due under three non-convertible
secured debentures and two senior secured notes, all with Victory
Park Master Fund, Ltd. in the total amount of $7,121,316.

As of December 19, 2008, the aggregate accrued and unpaid interest
under the Victory Park Loans amounted to $258,109.84.  The Victory
Park Loans provide that a failure to pay any amount of principal,
interest or late charges when due, if such failure continues for a
period of at least five business days, constitutes an "Event of
Default."  Upon the occurrence of an Event of Default, among other
things, the Interest Rate of the Victory Park Loans is increased
to 25% per annum.  The company is currently in default for failure
to make required payments of interest under the Victory Park
Loans.  As of December 19, 2008, the aggregate accrued but unpaid
default interest under the Victory Park Loans is an amount equal
to $426,282.71.  Unless the Lender agrees to modify the Victory
Park Loans or alternative financing can be obtained, the company
will also default on the requirement to pay the principal amounts
due under the Victory Park Loans.

On December 22, 2008, the companies received a notice of default
from the Lender. The notice demands, among other things, immediate
payment of all current outstanding principal, interest and other
amounts due under the Victory Park Loans.

                       Director Resignation

On December 21, 2008, Michael Hannley notified Global that due to
increased demands on his time resulting from challenges facing the
financial industry, he could no longer devote the time necessary
to serve on Global's Board of Directors. Accordingly, Mr. Hannley
tendered, and Global accepted, his resignation from Global's Board
of Directors effective immediately.

                      Third Quarter Results

For the three months ended September 30, 2008, the company posted
a net loss of $3,180,156.

Gordon Hamilton, chief executive officer and director, John
Sawyer, president, chief operating officer and director, and
Patricia Graham, interim chief financial officer, had noted that
the company has incurred recurring losses from operations, which
include substantial inventory write downs due to declining market
values and significant allowances taken against the company's
outstanding accounts receivable.  Various events of default have
occurred and are continuing under secured debentures with Victory
Park.  "Victory Park has not consented to or waived any past,
present or future defaults under the debentures or related
transaction documents. Victory Park, however, is currently
examining the situation and actively working with the company in
an effort to resolve the matter, while it considers all of its
rights, powers, privileges and remedies under the debentures and
related transaction documents."  Mr. Hamilton, Mr. Sawyer and Ms.
Graham had pointed out that there is substantial doubt that the
company will be able to repay this indebtedness on the due date.

"Management has instituted a cost reduction program that includes
reductions in management salaries, in labor and fringe benefit
costs, in discretionary spending and has instituted more efficient
management techniques for contract approval, collection of
receivables, cash management and targeted marketing efforts.
Management believes these factors will contribute toward achieving
profitability."

As of September 30, 2008, the company's balance sheet showed total
assets of $23,782,299, total liabilities of $17,314,653, and total
stockholders' equity of $6,467,646.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36f7

                  About Global Aircraft Solutions

Headquartered in Tucson, Arizona, Global Aircraft Solutions --
http://www.globalaircraftsolutions.com-- provides parts support
and maintenance, repair and overhaul (MRO) services for large
passenger jet aircraft to scheduled and charter airlines and
aviation leasing companies.  Hamilton Aerospace and World Jet,
both divisions of Global Aircraft Solutions, operate from adjacent
facilities comprising about 25 acres located at Tucson
International Airport.  These facilities include hangars,
workshops, warehouses, offices and other buildings.  Notable
customers include G.A. Telesis, AfriJet, Zero G, Swift Air, Pamir
Airways, Wind Rose Aviation, Jetran International, the Mexican
Presidential Fleet, SEDENA, Canadian North Airlines, Iraqi
Airways, Ryan International Airlines, and Alant Soyuz.


GLOBAL MOTORSPORT: Plan Filing Period Extended to Dec. 29, 2008
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Global Motorsport Group, Inc., and its debtor-affiliates'
exclusive periods to:

  a) file a plan through and including Dec. 29, 2008.

  b) solicit acceptances of the plan through and including
     Feb. 27, 2009.

This is the second extension of the Debtors' Exclusive Periods.
The Debtors' Exclusive Plan Filing Period was initially extended
to Sept. 29, 2008, and the Exclusive Solicitation Period to
Nov. 27, 2008.

As reported in the Troubled Company Reporter on March 12, 2008,
the Court approved the sale of substantially all of the Debtors'
assets to Dae-II USA, Inc. for $16 million.

The Debtors will use the extension to address post-closing issues
with Dae-II under the APA, including the possible assumption and
assignment of the Held Contracts.  In addition, in order to
effectively move the plan process forward, the Debtors need to
review and analyze claims filed in these cases.

                     About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- is a dealer of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  Laura Davis Jones, Esq., James O'Neill, Esq., and
Joshua Fried, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  T. Scott Avil, Esq., at CRG
Partners Group LLC, is the Debtors' restructuring services
provider.  Federico G.M. Mennella, Esq., is the Debtors'
investment banker.

The Debtors selected Epiq Bankruptcy Solution LLC as their claims
agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors in these
cases.  Jeffrey M. Schlerf, Esq., Eric M. Sutty, Esq., and Kathryn
D. Saille, Esq., at Bayard P.A., and James Donell, Esq., at
Andrews Kurth LLP, represent the Committee in these cases.  Edward
T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is the Committee's
financial advisor.  Adam Harris, Esq., and David Hillman, Esq., at
Schulte Roth & Zabel LLP, serve as counsel to the prepetition and
postpetition secured lenders.  When the Debtors filed for
protection from their creditors, they listed assets of between
$50 million and $100 million and debts of between $100 million and
$500 million.


GMAC LLC: Debt Exchange Offers Expire, Results Tabulation Ongoing
-----------------------------------------------------------------
GMAC Financial Services' 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,
expired on December 26.

According to reports, GMAC has remained silent on whether
bondholders had approved a plan that would help provide GMAC with
federal bailout money.

Bloomberg.com citing a company spokeswoman related that the
company is still tabulating the results of its debt exchange with
bondholders.

The auto lender, Bloomberg added, needed investors holding 75% of
its $38 billion in bonds to exchange the notes and complete the
transaction.

On Dec. 16, 2008, GMAC disclosed in a regulatory filing with the
Securities and Exchange Commission that it received significant
additional participation in its separate private exchange offers
and cash tender offers.

On December 17, the preliminary results of GMAC LLC's separate
private exchange offers and cash tender offers showed
approximately $16.9 billion in aggregate principal amount or 58%
of the outstanding GMAC old notes had been tendered in the GMAC
offers and approximately $3.5 billion in aggregate principal
amount or 38% of the outstanding ResCap old notes had been
tendered in the ResCap offers.

GMAC disclosed in a December 19 filing that in connection with its
separate private exchange offers and cash tender offers, GMAC
intends to undertake a transaction or series of transactions
pursuant to which, concurrently with or shortly after completion
of the GMAC offers and ResCap offers and receipt of all requisite
approvals, GMAC would transfer ResCap old notes acquired by GMAC
in the ResCap debt-for-debt exchange offers in an amount equal to
at least 25% of ResCap's outstanding debt to ResCap in exchange
for all or a majority of the non-voting common equity of IB
Finance Holding Company LLC held by ResCap.  IB Finance is the
parent entity for GMAC Bank.

Immediately after the IB Finance Transaction, ResCap would cancel
the ResCap old notes acquired from GMAC.  The completion of the IB
Finance Transaction, if undertaken, would be subject to various
conditions, including agreement on the terms of the IB Finance
Transaction with ResCap, the completion of the GMAC offers and the
ResCap offers and the receipt of a fairness opinion with respect
to the IB Finance Transaction, and there can be no assurance that
the IB Finance Transaction will be completed.  Whether or not the
IB Finance Transaction will constitute a "Succession Event" with
respect to any credit default swap contracts related to the ResCap
old notes or otherwise will be a function of the terms of the
contracts between the applicable parties.

Global Bondholder Services Corporation, the information agent for
the offers, is available to assist investors with questions
regarding the tender and exchange process or other logistical
issues, at (866) 794-2200 (U.S. Toll- free).

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

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

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

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

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

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

                         *     *     *

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


GMAC LLC: U.S. Treasury Announces $5-Bil. TARP Investment
---------------------------------------------------------
The U.S. Treasury Department said Dec. 29 it will purchase
$5 billion in senior preferred equity with an 8% dividend from
GMAC LLC as part of a broader program to assist the domestic
automotive industry in becoming financially viable.

Under the agreement, GMAC must be in compliance with the executive
compensation and corporate governance requirements of Section 111
of the Emergency Economic Stabilization Act, as well as enhanced
restrictions on executive compensation.

GMAC will issue warrants to Treasury in the form of additional
preferred equity in an amount equal to 5% of the preferred stock
purchase that will pay a 9% dividend if exercised.

Additionally, the Treasury has agreed to lend up to $1 billion to
General Motors so that GM can participate in a rights offering at
GMAC in support of GMAC's reorganization as a bank holding
company.  This commitment is in addition to the assistance
previously announced for GM on Dec. 19. This loan will be
exchangeable at any time, at Treasury's option, into the GMAC
equity interests being acquired by GM in the rights offering.
Furthermore, this loan will be secured and will have other terms
and conditions as outlined in the attached term sheet. The
ultimate level of funding under this facility will be dependent
upon the level of current investor participation in the rights
offering at GMAC.

Treasury exercised this funding authority under the Emergency
Economic Stabilization Act's Troubled Asset Relief Program (TARP).
The preferred stock purchase and the loan to support GMAC's rights
offering are part of an auto industry-focused TARP program that
will include the $17.4 billion in assistance for domestic
automakers announced earlier this month.

Treasury will work with Congress and the President-elect's
transition team on the appropriate timing for release of the
remainder of the TARP funds to support financial market stability.

                          About GMAC LLC

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

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

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

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

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

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

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

                         *     *     *

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

                      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.


GRACE WU: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Grace E Wu, DDS, PC
        587 Virginia Ave NE, Ste. E
        Atlanta, GA 30306

Bankruptcy Case No.: 08-86230

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Jason L. Pettie, Esq.
                  Jason L. Pettie, PC
                  One Decatur Town Center
                  150 E. Ponce de Leon Avenue
                  Suite 190
                  Decatur, GA 30030
                  Tel.: (404) 638-5984
                  Email: jasonpettie@gmail.com

Estimated Assets: $100,001 to $500,000

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

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

             http://bankrupt.com/misc/ganb08-08702.pdf

The petition was signed by Grace E. Wu, President of the company.


GRAHAM PACKAGING: Names Mark S. Burgess as Chief Executive Officer
------------------------------------------------------------------
Graham Packaging Company, L.P., disclosed in a regulatory filing
with the Securities and Exchange Commission that Mark S. Burgess
has been named chief executive officer of Graham Packaging
effective Jan. 1, 2009.  Warren D. Knowlton will be resigning as
chief executive officer of Graham Packaging, effective Dec. 31,
2008, but will serve as executive chairman of Graham Packaging.

The company is in the advanced stages of searching for a new chief
financial officer to replace Mr. Burgess.  In the interim, Mr.
Burgess will continue to fulfill the role of chief financial
officer.

Mr. Burgess has served as chief financial officer of Graham
Packaging since 2006 and has served as chief operating officer of
Graham Packaging since April 2008.  In connection with his
appointment to CEO, Mr. Burgess will no longer hold the position
of COO.  He served as president and CEO, well as CFO, of Anchor
Glass Container Corporation, where he led the company through a
financial restructuring.  Prior to that time, he served as
executive vice president and CFO of Clean Harbors Environmental
Services, Inc., and prior to that was at JL French Automotive
Castings, Inc.  He holds a B.A. in economics from Dickinson
College and an M.B.A. from the Fuqua School of Business at Duke
University.

In connection with Mr. Knowlton's resignation as CEO, he, Graham
Packaging and Graham Packaging Holdings Company entered into a
letter agreement dated Dec. 18, 2008, which sets forth the terms
of Mr. Knowlton's employment as executive chairman and other
matters. During that term, Mr. Knowlton's employment will continue
to be governed by his existing employment agreement, except as set
forth in the letter agreement.

The letter agreement provides that, for purposes of Mr. Knowlton's
pension benefits, Mr. Knowlton will be entitled to receive
benefits as described in Section 6.2 of his employment agreement
upon his continued employment as executive chairman through
Dec. 31, 2009, and will be deemed not to have terminated his
employment with Graham Packaging or Holdings until he resigns as
executive chairman.  In addition, Mr. Knowlton's time-based
options will vest according to these schedules: Dec. 4, 2007,
(20%), Dec. 31, 2008, (40%), Dec. 4, 2009, (20%) and Dec. 4, 2010,
(20%) so long as Mr. Knowlton remains employed by Graham Packaging
and Holdings as of each these date.

A full-text copy of Mr. Knowlton's employment agreement is
available for free at http://ResearchArchives.com/t/s?36de

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Blackstone Group is the majority owner of Graham Packaging
Holdings company.

Net income for the third quarter of 2008 was $5.68 million,
compared to a loss of $13.39 million for the third quarter of
2007.

For nine months ended Sept. 30, 2008, the company reported net
income of 37.75 million compared with net loss of $23.87 million
for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.25 billion and total liabilities of $3.00 billion, resulting
in a partners' deficit of about $754.22 million.


GREEN BUILDERS: Auditor Raises Going Concern Doubt
--------------------------------------------------
PMB Helin Donovan, LLP, in Austin, Texas, in a letter dated
December 23, 2008, to the Board of Directors and Stockholders of
Green Builders, Inc., expressed substantial doubt about the
company's ability to continue as a going concern.  The firm
audited the consolidated balance sheets of Green Builders, Inc.,
as of September 30, 2008 and 2007, and the related consolidated
statements of operations, and stockholders' equity, and cash flows
for the year ended September 30, 2008, and nine months ended
September 30, 2007.

PMB Helin Donovan noted that the company has suffered recurring
losses from operations and has a net capital deficiency, which
raise substantial doubt about its ability to continue as a going
concern.

President and Chief Executive Officer Clark N. Wilson said that
the company's growth will require substantial amounts of cash for
earnest money deposits, development costs, interest payments and
homebuilding costs.  "Until the company begins to sell an adequate
number of lots and homes to cover its monthly operating expenses,
sales and marketing, general and administrative costs will deplete
cash.  Due to current market conditions and slow home and land
sales, the company may need to obtain additional capital.  The
company is currently in negotiations to dispose of some of its
current land positions.  In addition the company is seeking
additional capital to support future growth and current operations
for the next twelve months."

On September 30, 2008, the company had approximately $3.7 million
in cash and cash equivalents.  In addition, the company's balance
sheet showed total assets of $47,579,178, total liabilities of
$47,436,723, and total stockholders' equity of $142,455.  For the
year ended September 30, 2008, the company posted a net loss of
$14,832,608, on revenues of $8,993,205.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?36e5

                       About Green Builders

Green Builders, Inc., is a real estate development and
homebuilding company.  The company commenced its homebuilding
operations in June 2007 and it is currently building energy
efficient homes in Austin, Texas.


HAWAIIAN TELCOM: Bankruptcy Court OKs Transfer of Case to Hawaii
----------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware has approved the transfer of the Chapter 11 cases of
Hawaiian Telcom Communications, Inc., Case No. 08-13086; Hawaiian
Telcom Holdco, Inc., Case No. 08-13087; Hawaiian Telcom Inc.,
Case No. 08-13088; Hawaiian Telcom IP Service Delivery Research,
LLC, Case No. 08-13090; Hawaiian Telcom IP Video Research, LLC,
Case No. 08-13090; Hawaiian Telcom IP Service Delivery
Investment, LLC, Case No. 08-13091; Hawaiian Telcom IP Video
Investment LLC, Case No. 08-13092; and Hawaiian Telcom Services
Company, Inc., Case No. 08-13093 to the U.S. Bankruptcy Court for
the District of Hawaii.

The Debtors' Chapter 11 cases are under Judge Lloyd King in
Honolulu as of December 22, 2008, and have been assigned these
case numbers:

Entity                                              Case No.
------                                              --------
Hawaiian Telcom Communications, Inc.                08-02005
Hawaiian Telcom Holdco, Inc.                        08-02006
Hawaiian Telcom, Inc.                               08-02007
Hawaiian Telcom IP Service Delivery Research LLC    08-02008
Hawaiian Telcom IP Video Research, LLC              08-02009
Hawaiian Telcom IP Service Delivery Investment LLC  08-02010
Hawaiian Telcom IP Video Investment, LLC            08-02011
Hawaiian Telcom Services Company, Inc.              08-02012

According to Pacific Business News, Judge Walsh held, "It is in
the best interests of [Hawaiian Telcom's] estates, their creditors
and other parties in interest."

Hawaiian Telcom CEO Eric Yeaman, Pacific Business relates,
explained that the company first filed in Delaware because it is
incorporated there and its lead law firm, Kirkland & Ellis LLP, is
based on the East Coast.

According to Pacific Business, Hawaiian Telcom spokesperson Steven
Golden said that all of the company's bankruptcy proceedings will
be held in Hawaii, but hearings haven't been scheduled yet.  Mr.
Golden, Pacific Business relates, said Hawaiian Telcom decided to
transfer the case in response to requests from Hawaii parties
involved in the case, including creditors.  The report says that
most of the companies seeking payment for overdue bills are in
Hawaii.

The complaint entitled HYP Media Finance LLC v. Hawaiian Telcom,
Inc., Adv. Proc. No. 08-51892, is also transferred to the Hawaii
Bankruptcy Court.  HYP filed its complaint on December 19, 2008.
Before Judge Walsh entered the transfer venue ruling, HYP sought
to have its Complaint transferred to the Hawaii Bankruptcy Court
as well if the Delaware Court deemed it appropriate to transfer
the Debtors' cases to the Hawaii Court.  HYP is an unsecured
creditor of the Debtors and is a counterparty to certain contract
with the Debtors.

Before the Delaware Court's ruling, noteholders Pacific Investment
Management Company LLC and Capital Research and Management
Company, on behalf of various funds and accounts that are
beneficial holders of senior and subordinated notes issued by
the Debtors, expressed support of the Debtors' venue transfer
request.  Pimco and CapRe profess to represent more than 40% of
all known unsecured claims in the Debtors' cases.  Pimco and
CapRe agree that the interests of justice and convenience of the
parties dictate that the Hawaii Bankruptcy Court preside over the
cases, as all of the Debtors' employees, assets, operations and
majority of their creditors are located in Hawaii.

The U.S. Bankruptcy Court for the District of Delaware, however,
retains venue and limited jurisdiction solely with respect to the
retention application and fee applications of Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, proposed Delaware counsel to the
Debtors.

The Clerk of the Delaware Court is instructed to maintain the
docket open for the Debtors' cases pending entry of a final fee
order for Klehr Harrison.

                      About Hawaiian Telecom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.  The company and five of its affiliates filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. Del. Lead
Case No. 08-13086).  Richard M. Cieri, Esq., Paul M. Basta, Esq.,
and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard Freres & Co. LLC as investment banker; Zolfo
Cooper Management LLC as business advisor; Deloitte & Touche LLP
as independent auditors; and Kurztman Carson Consultants LLC as
notice and claims agent.  When the Debtors filed for protection
from their creditors, they listed total assets of $1,352,000,000
and total debts of $1,269,000,000 as of Sept. 30, 2008.

(Hawaiian Telcom Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


HAWAIIAN TELCOM: Sec. 341 Meeting of Creditors on Jan. 27
---------------------------------------------------------
The Unites States Trustee for Region 15 will convene a meeting of
the creditors of Hawaiian Telcom Communications, Inc., and its
debtor subsidiaries at 2:00 p.m., on January 27, 2008, at the
U.S. Trustee Hearing Room, Suite 606, at 1132 Bishop Street, in
Honolulu, Hawaii.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                      About Hawaiian Telecom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.  The company and five of its affiliates filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. Del. Lead
Case No. 08-13086).  Richard M. Cieri, Esq., Paul M. Basta, Esq.,
and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard Freres & Co. LLC as investment banker; Zolfo
Cooper Management LLC as business advisor; Deloitte & Touche LLP
as independent auditors; and Kurztman Carson Consultants LLC as
notice and claims agent.  The United States Trustee appointed five
creditors to serve on the official committee of unsecured
creditors in the case.  When the Debtors filed for protection
from their creditors, they listed total assets of $1,352,000,000
and total debts of $1,269,000,000 as of Sept. 30, 2008.

Hawaiian Telcom's cases were transferred to Hawaii effective
Dec. 22, 2008.  Judge Lloyd King handles the case. (Hawaiian
Telcom Bankruptcy News, Issue No. 5; Bankruptcy  Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


HAWAIIAN TELCOM: Pimco and Capre Want to Join Creditors Committee
-----------------------------------------------------------------
Pacific Investment Management Company LLC and Capital Research
and Management Company ask the U.S. Bankruptcy Court for the
District of Hawaii to direct the Office of the U.S. Trustee to
appoint them to the Official Committee of Unsecured Creditors --
either in addition to the five current members of the Committee or
as a replacement for two existing Committee members.

The Noteholders urged the Hawaii Court to conduct an expedited
hearing on their request on January 8, 2009.  Judge Lloyd King,
however, denied the Noteholders' request.  The Hawaii Court will
hear the Committee Appointment Motion in the ordinary course, on
January 26, 2009.  Any party who wishes to object must do so no
later than January 8.

The Bankruptcy Code articulate exactly one principle applicable
to the formation of an official committee of unsecured creditors:
the committee "shall ordinarily consist of the persons, willing
to serve, that hold the seven largest unsecured claims against
the debtor."  Chuck Choi, Esq., at Wagner Choi & Verbrugge, in
Honolulu, Hawaii, contends that the U.S. Trustee for the District
of Delaware utterly abandoned that principle and somehow managed
to appoint a committee that denied membership to the Noteholders,
who represent funds that alone hold 10 of the largest unsecured
claims against the Debtors.

Mr. Choi assert that Noteholders Pimco and CapRe, as investment
managers, have the absolute authority to act on behalf of funds
and accounts that are beneficial holders of more than $197.3
million of Senior Floating Rate Notes and 9.75% Senior Fixed Rate
Notes as well as additional $20.4 million of 12.5% Senior
Subordinated Notes issued by Debtor Hawaiian Telcom
Communications, Inc.

The Noteholders' claims, Mr. Choi elaborates, represent more than
56% of the $350 million in outstanding Senior Notes and an
additional 13.5% of the 150 million in outstanding Subordinated
Notes, and comprise more than 40% of all known unsecured claims
in the Debtors' cases.  "The Noteholders are or represent holder
of the very largest unsecured claims in these cases," he
maintains.

Since the Debtors have claimed that this will strictly be a
financial or "balance sheet" restructuring with the objective of
wiping the Senior Notes and Subordinated Notes from the
reorganized Debtors' books, the Noteholders will be an integral
and necessary part of any reorganization, Mr. Choi asserts.  Even
the Debtors recognize this fact, he says.

The Noteholders relate that the Delaware U.S. Trustee refused,
without reason or explanation, to appoint them to the Committee.
Instead, Mr. Choi reminds the Court, the Delaware U.S. Trustee
appointed a five-member Committee consisting of:

  * The indenture trustee for the Senior Notes - U.S. Bank N.A;

  * Two trade creditors - Hawaii Electric Company, Inc., and
    Sprint Spectrum L.P. - holding claims that total less than
    $1.8 million or just 0.3% of known secured claims;

  * A union - International Brotherhood of Electrical Workers
    Telephone Local Union 1357 - that holds and represents no
    known claim; and

  * The indenture trustee for the Subordinated Notes - Deutsche
    Bank National Trust Company - which are subordinated to the
    Senior Noted and which the Debtors believe to be completely
    out of the money.

"In other words, the Delaware U.S. Trustee appointed a committee
whose members actually hold claims totaling less than one third
of one percent (0.33%) of the unsecured claim pool," Mr. Choi
argues.

"A committee without the two largest unsecured creditors, and
without any actual holder of Senior Notes, is not a committee
that adequately represents the interests of unsecured creditors
in general and holders of the Senior Notes in particular,"
Mr. Choi contends.

                      About Hawaiian Telecom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc. -
- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.  The company and five of its affiliates filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. Del. Lead
Case No. 08-13086).  Richard M. Cieri, Esq., Paul M. Basta, Esq.,
and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Lazard Freres & Co. LLC as investment banker; Zolfo
Cooper Management LLC as business advisor; Deloitte & Touche LLP
as independent auditors; and Kurztman Carson Consultants LLC as
notice and claims agent.  The United States Trustee appointed five
creditors to serve on the official committee of unsecured
creditors in the case.  When the Debtors filed for protection
from their creditors, they listed total assets of $1,352,000,000
and total debts of $1,269,000,000 as of Sept. 30, 2008.

Hawaiian Telcom's cases were transferred to Hawaii effective
Dec. 22, 2008.  Judge Lloyd King handles the case. (Hawaiian
Telcom Bankruptcy News, Issue No. 5; Bankruptcy  Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


HCA INC: Cuts Jobs, 90 Information Technology Employees Affected
----------------------------------------------------------------
Nashville Business Journal reported that HCA Inc. is laying off
some of its 2,600 workers.  The company did not disclose how many
of its headquarter employees will be affected.

The report, citing HCA spokesman Ed Fishbough, stated that the job
cut will include employees in the company's information technology
department.  According to the report, of the 1,300 employed in
that division, about 85 to 90 people will lose their job.

Mr. Fishbough, the report added, said that all lay offs include a
severance package.  Nashville Business Journal also stated that
some HCA employees were given the option of part-time work or of
volunteering for a severance package.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is a provider of healthcare
services.  As of June 30, 2008, HCA operated 169 hospitals and 107
freestanding surgery centers, including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $23.7 billion and total liabilities of $33.9 billion, resulting
in a stockholders' deficit of about $10.2 billion.

As of Sept. 30, 2008 HCA's balance sheet reflected cash and cash
equivalents of $444.0 million, total debt of $27.0 billion, and
total assets of $23.7 billion. During the third quarter, capital
expenditures totaled $398.0 million.

Net income for the third quarter of 2008 totaled $86 million,
compared to $300.0 million in the third quarter of 2007.

HCA's net income totaled $397 million during the first nine months
of 2008 compared to $596 million for the same nine month period of
2007.


HELLER EHRMAN: Files for Chapter 11 Bankruptcy to Liquidate
-----------------------------------------------------------
Heller, Ehrman, White & McAuliffe, LLP, filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of California following
the approval of dissolution plan of the firm dated Sept. 26, 2008,
by the members of the dissolution committee led by Peter J.
Benvenutte.

The firm said on its Web site that, effective Dec. 22, 2008, the
freeze on the distributions from the shareholder Pension and
Profit Sharing plan will lift.  City National Bank told the firm
that it will be sending a letter to all plan participants sometime
next week, which letter outline the distribution options available
to the firm's former shareholders, one of which is a tax deferred
rollover of all or part of their balances to an IRA or another
employer's eligible retirement plan.

The firm further said the distributions from the LEO defined
benefit pension plan will not be possible until later in
2009.  City National will inform all shareholders after legal
requirements for terminating the LEO plan is satisfied so that the
benefits of that plan may be distributed.

According to the firm, shareholders may elect lump sum
distributions of cash or a tax deferred life annuity contract
issued by an insurance company.  Cash distributions will be
eligible for tax deferred rollover treatment.  Advisory Group of
San Francisco will continue to manage the LEO plan's assets under
60% equity-40% fixed income strategy during the plan terminating
process.

The firm listed assets and debts between $50 million and $100
million in its filing.  According to reports, the firm still has
roughly $63 million in assets and 54 employees.

Headquartered in San Francisco, California, Heller, Ehrman, White
& McAuliffe, LLP -- http://www.hewm.com/-- is a law firm.


HELLER EHRMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Heller Ehrman LLP, Debtor
        fka Heller, Ehrman, White & McAuliffe, LLP
        333 Bush Street
        San Francisco, CA 94104

Bankruptcy Case No.: 08-32514

Related Information: The Debtor is a law firm.

                     See: http://www.hewm.com/

Chapter 11 Petition Date: December 28, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Greenberg Traurig LLP

Debtor's Co-Counsel: John D. Fiero, Esq.
                     jfiero@pszyjw.com
                     Pachulski, Stang, Ziehl, Young and Jones
                     150 California St. 15th Fl.
                     San Francisco, CA 94111-4500
                     Tel: (415) 263-7000

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

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

The petition was signed by Peter J. Benvenutti.


HEXION SPECIALTY: Cancels Notes Offering due to Merger Termination
-----------------------------------------------------------------
Hexion Specialty Chemicals, Inc., terminated the cash tender
offers and consent solicitations by Nimbus Merger Sub Inc., a
subsidiary of Hexion, for:

   A) any and all of the:

      i) outstanding $200,000,000 principal amount of Second-
         Priority Senior Secured Floating Rate Notes due 2014
         (CUSIP No. 428303AG6) and
     ii) outstanding $625,000,000 principal amount of 9-3/4%
         Second-Priority Senior Secured Notes due 2014 (CUSIP No.
         428303AH6) issued by Hexion U.S. Finance Corp. and Hexion
         Nova Scotia Finance, ULC, in each case on the terms and
         subject to the conditions set forth in an Offer to
         Purchase and Consent Solicitation Statement dated Oct. 8,
         2008, and the accompanying Letter of Transmittal and
         Consent; and for

   B) any and all of the:

      i) outstanding $296,010,000 principal amount of 11-5/8%
         Senior Secured Notes due 2010 (CUSIP No. 44701RAE0),

     ii) outstanding $198,000,000 principal amount of 11-1/2%
         Senior Notes due 2012 (CUSIP No. 44701RAG5),

    iii) outstanding $175,000,000 principal amount of 7-3/8%
         Senior Subordinated Notes due 2015 (CUSIP No. 44701QAK8),

     iv) outstanding EUR135,000,000 principal amount of 7-1/2%
         Senior Subordinated Notes due 2015 (CUSIP No. 44701QAL6),

      v) outstanding $347,000,000 principal amount of 7-7/8%
         Subordinated Notes due 2014 (CUSIP No. 44701QAP7); and

     vi) outstanding ?400,000,000 principal amount of 6-7/8%
         Subordinated Notes due 2013 (Reg. S ISIN No.
         XS0274281186, Rule 144A ISIN No. XS0274281855), in each
         case issued by Huntsman International LLC, on the terms
         and subject to the conditions set forth in an Offer to
         Purchase and Consent Solicitation Statement dated Oct. 8,
         2008, and the accompanying Letter of Transmittal and
         Consent.

The tender offers were terminated as a result of the termination
of the proposed merger between Huntsman Corporation and Hexion,
the consummation of which had been a condition to the tender
offers.  None of the Notes were purchased in the tender offers and
all Notes tendered and not withdrawn will be promptly returned to
their holders.

Nimbus had retained Oppenheimer & Co. Inc., to act as Dealer
Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to Oppenheimer & Co. Inc., at (800)
274-2746 (toll free) or (212) 885-4646 (collect).

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $76 million compared with net loss of $2 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $269 million compared with net loss of $2 million for the sam
period in the previous year.

At Sept. 30, 2008, the company has $3,885 of debt, including $87
of short-term debt and capital lease maturities.  In addition, at
Sept. 30, 2008, the company has $321 in liquidity including $234
of unrestricted cash and cash equivalents, $21 of borrowings
available under its senior secured revolving credit facilities,
and $66 of borrowings available under additional credit facilities
at certain domestic and international subsidiaries with various
expiration dates through 2011.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2008,
Moody's Investors Service confirmed the ratings (Corporate Family
Rating -- CFR - at B2) on Hexion Specialty Chemicals, Inc.
subsequent to the company's settlement agreement with Huntsman
Corporation regarding litigation related to the failed
acquisition of Huntsman by Hexion.  Under the settlement
agreement, HSCI would be liable for a $325 million payment and
jointly and severally liable, along with certain affiliates of
Apollo, for an additional $225 million.  As part of the agreement,
Apollo will contribute $200 million to Hexion LLC, which can be
used for general corporate purposes.  Hexion LLC is the parent
company of HSCI.  This concludes the review that was initiated on
July 5, 2007 after the announcement of HSCI's bid to acquire
Huntsman.  The outlook on HSCI is negative.


IAME GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: IAME Group Ltd.
        d/b/a Institute for Advanced Medical Education
        27 Brookridge Court
        Rye Brook, NY 10573

Bankruptcy Case No.: 08-23860

Type of Business: The Debtor operates a vocational school.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Dawn K. Arnold, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel.: (914) 381-7400
                  Fax : (914) 381-7406
                  Email: darnold@rattetlaw.com

                  and

                  Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel.: (914) 381-7400
                  Fax : (914) 381-7406
                  Email: efeynman@rattetlaw.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/nysb08-23860.pdf

The petition was signed by Erwin Kuperberg, President of the
company.


IDEARC INC: Board Member Resigns, NYSE Suspends Stock Trading
-------------------------------------------------------------
Idearc Inc. disclosed in regulatory filings with the Securities
and Exchange Commission that Jerry V. Elliott resigned as a member
of the board of directors, effective Dec. 31, 2008.  Mr. Elliott
also served as a committee member of the Audit Committee and the
Human Resources Committee of the board.

Mr. Elliott has accepted a chief financial officer position at a
publicly held company, which would require a significant amount of
his time and commitment going forward.

Idearc Inc. intended to make its semi-annual interest payment
under the company's 8% Senior Notes due 2016 on its scheduled due
date of Nov. 17, 2008.  To date, the company has not provided any
update on this matter.

The company retained Merrill Lynch & Co. and Moelis & Company as
financial advisors and continues to review alternatives related to
the company's capital structure.

On Nov. 21, 2008, the New York Stock Exchange Regulation Inc.
suspended the company's common stock trading.  NYSE also notified
that it was initiating the delisting process relative to its
common shares.  The NYSE based its determination on the
"abnormally low" trading price of the company's common stock,
which closed at $0.13 on Nov. 18, 2008.

The company also disclosed that common stock is currently trading
over the counter under the trading symbol "IDAR".

                        About Idearc Inc.

Headquartered in Dallas, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, its information directory for wireless
subscribers.

The company is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  The company uses the Verizon
brand on its print directories in its incumbent markets, as well
as in its expansion markets.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2008,
Moody's Investors Service has downgraded its $2,850 million senior
unsecured notes, due 2016 to Caa2, LGD5, 87% from B3, LGD5, 87%.


INDYMAC BANK: Sale to Private Equity & Hedge Fund Group Imminent
----------------------------------------------------------------
The Federal Deposit Insurance Corp. will sell IndyMac Bank to a
group of private equity and hedge fund firms, CNNMoney.com
reports, citing a source familiar with the situation.

CNNMoney.com relates that the group includes investment firms J.C.
Flowers & Co. and Dune Capital Management and hedge fund Paulson &
Co.  FDIC, according to the report, expects a deal to be disclosed
by year-end.  An Office of Thrift Supervision spokesperson said
that the FDIC was "talking about" a "closing" in late January or
early February, Dan Fitzpatrick, Damian Paletta, and David Enrich
at The Wall Street Journal report.

Christopher Flowers, John Paulson, and Dune Capital Management
LP's chairperson Steve Mnuchin have teamed up in HoldCo LLC,
seeking to buy IndyMac Bank, Dan Fitzpatrick, Damian Paletta, and
David Enrich at WSJ relates, citing OTS.

According to WSJ, the OTS spokesperson said that HoldCo has
applied for a federal holding company charter and the conversion
of IndyMac to a stock-held institution from a mutual savings bank.

The spokesperson, WSJ relates, said that the FDIC is considering a
sale to HoldCo and needs to have a letter of intent signed before
the OTS can grant its approval.

CNNMoney.com reports that the FDIC would spend $8.9 billion
protecting the customer deposits at IndyMac, which had about
$19 billion in deposits and $32 billion in assets when it
collapse.  The report states that the final cost will depend on
how much FDIC receives in the sale.

                       About IndyMac Bancorp

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

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

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


INNOVEX INC: Auditor Raises Going Concern Doubt
-----------------------------------------------
BDO Seidman LLP, in Milwaukee, Wisconsin, in a letter dated
December 22, 2008, to the Board of Directors and Stockholders of
Innovex, Inc., expressed substantial doubt about the company's
ability to continue as a going concern.  The firm audited the
consolidated balance sheet of Innovex, Inc. and subsidiaries as of
September 27, 2008, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the
period then ended.

BDO Seidman noted that the company has suffered recurring losses
from operations, has a working capital deficit, has not provided
operating cash flow and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

Terry M. Dauenhauer, president and chief executive officer, and
Randy L. Acres, chief financial officer, relate that the company
has historically financed its operations primarily through cash
from operating activities, sales of equity securities, bank credit
facilities and employee stock option exercises.  "Cash and
equivalents were $6.5 million at September 27, 2008 and $10.5
million at September 29, 2007.  Long-term debt was $19.0 million
at September 27, 2008 and $15.5 million at September 29, 2007 less
current maturities of $3.5 and $11.0, respectively.  Short-term
debt was $32.7 million at September 27, 2008 and $20.4 million at
September 29, 2007.  During the years ended September 27, 2008 and
September 29, 2007, the company incurred losses from continuing
operations of $28.0 million and $32.1 million, respectively.
Operating activities used $8.9 million and $17.6 million of cash
during the years ended September 27, 2008 and September 29, 2007,
respectively.  As of September 27, 2008, the Company had a working
capital deficit of $31.2 million."

"Total unused debt availability as of September 27, 2008 was
approximately $2.5 million under the Company's short-term packing
credit and overdraft facilities."

"The company believes that the ability to continue as a going
concern depends upon the company's ability to obtain additional
financing, the success in securing new customers and increasing
sales to existing customers, as well as the company's ability to
improving liquidity, whether through cash generated by operations
or through incurring additional debt or the issuance of debt or
equity.  The company is considering alternatives for generating
additional working capital and long-term financing and will
continue to pursue financing opportunities to better leverage its
assets.  The company's financing needs and the financing
alternatives available to it are subject to change depending on,
among other things, general economic and market conditions,
changes in industry buying patterns, customer demand for its
products, the Company's ability to meet its loan covenant
requirements and cash flow from operations."

As of September 27, 2008, the company's balance sheet showed total
assets of $69,156,791 and total liabilities of $82,957,833,
resulting in total stockholders' deficit of $13,801,042.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?36e4

                          About Innovex

Innovex, Inc., is a worldwide provider of flexible circuit
interconnect solutions to original equipment manufacturers in the
electronics industry.  The company offers a full range of
customized flexible circuit applications and services from initial
design, development and prototype to fabrication, assembly and
test on a global basis.  Its customers include Entorian, Hitachi,
HP, TPO, Quantum, SAE Magnetics (a subsidiary of TDK), Samsung,
Seagate, StorageTek, Western Digital and other leading electronic
OEMs.


INTERMETRO COMMS: Names Fish as New CFO; Posts $1.8MM Loss in 3Q
----------------------------------------------------------------
Vincent Arena resigned as Chief Financial Officer and director of
InterMetro Communications, Inc., effective December 12, 2008.

InterMetro Communications appointed Kenneth Fish as its new Chief
Financial Officer on December 10, 2008.  Mr. Fish's most notable
recent posts were as V.P. Corporate Finance/Strategic Planning and
V.P. Corporate Business Development for Allergan, a publicly
traded biotechnology and specialty pharmaceutical company with
over $3 billion in annual sales.  Between the two positions held
at Allergan, Mr. Fish was responsible for quarterly forecasting
and annual budgets; managing investor relations; managing in-
licensing and out-licensing deals; as well as completing several M
& A transactions.

Prior to his tenure at Allergan,  Mr. Fish worked for 10 years in
telecommunications holding senior executive posts at Hughes
Electronics, Airtouch Communications and MCI, all three large
public telecommunications companies.  Across these three
companies' roles he has led business planning, accounting and tax
structuring; managed company valuations; handled due diligence on
mergers & acquisitions; as well as negotiated purchase and sale
agreements, joint ventures and partnerships.  While with Hughes, a
publicly-traded $7.5B (annual revenue) telecom and media
subsidiary of General Motors,  Mr. Fish led three IPOs, including
the XM Satellite Radio IPO (prior to its sale to News
Corporation).  He was also instrumentally involved in the creation
of new business units in over twenty countries, which included
serving as the launch CFO of Airtouch projects in Argentina,
Brazil, Egypt, and Turkey.  Ken holds his MBA from the Anderson
Graduate School of Management at UCLA, with dual concentration in
finance and strategy, and his BA, cum laude, from Princeton
University.

According to Charles Rice, CEO, "I am honored to announce the
addition of Kenneth Fish to the InterMetro team.  Ken brings to
our company a wealth of experience and expertise, and will be a
key component of our continuing long-term organic growth and M & A
expansion strategy.   Mr. Fish, who has over 20 years of
experience with public company finance and business development,
combined with his telecom growth experience, will be an
instrumental part of the next stage of InterMetro's business
plan."

"I am delighted to be joining InterMetro at this time in its
history," said Mr. Fish.  "The company has many promising growth
opportunities, a terrific set of assets, and motivated partners.
I look forward to working with Charles on taking the company to
its next level of success."

The terms and conditions of Mr. Fish's employment are to be
governed by an offer letter signed and accepted by Mr. Fish.
Under the terms of this Offer Letter, Mr. Fish receives a
compensation package which includes a base salary of $150,000 per
year; a quarterly bonus of $17,500 and an annual discretionary
bonus, targeted at 40% of his salary; health benefits; vacation
time; and a severance package, to cover termination 'without
cause' in the event of the sale of the company after having served
the company in excess of 1 year.  Mr. Fish will also be granted
1,200,000 stock options pursuant to the terms of the 2007 Stock
Omnibus and Incentive Plan of InterMetro Communications, Inc.,
with this vesting schedule:  20% upon granting, and 1/12 of the
balance each quarter thereafter, until the remaining options have
vested.

                      Third Quarter Net Loss

Charles Rice, chairman of the board, chief executive officer, and
president, disclosed that the company posted a net loss of
$1,820,000 for the three months ended September 30, 2008.  Mr.
Rice related that the company incurred net losses of $5,578,000
for the nine months ended September 30, 2008 and $16,915,000 for
the year ended December 31, 2007.  "In addition, the company had
total stockholders' deficit of $13,050,000 and $9,217,000 at
September 30, 2008 and December 31, 2007, respectively and a
working capital deficit of $15,341,000 and $12,003,000 as of
September 30, 2008 and December 31, 2007, respectively.  The
company's auditors have indicated there is substantial doubt about
the company's ability to continue as a going concern."

"Management believes that the recent losses are primarily
attributable to costs related to supporting a robust
telecommunications infrastructure that has significantly more
capacity than is currently being utilized by its existing customer
base as well as the cost of marketing required for continued
expansion of the customer base which is expected to result in an
increase in revenues in order for the company to become
profitable.  The company continues to require outside financing
until such time as we can achieve positive cash flow from
operations.  In November and December 2007, the company received
$600,000 and in the nine months ended September 30, 2008, the
company received an additional $1,320,000 pursuant to the sale of
secured notes with individual investors and can continue to sell
similar secured notes up to a maximum offering of $3 million.  We
anticipate completing the additional financing required but there
can be no assurance that we will be successful in completing this
required financing or that we will continue to expand our revenue
base to the extent required to achieve positive cash-flows from
operations in the future."

As of September 30, 2008, the company's balance sheet showed total
assets of $6,268,000 and total liabilities of $19,318,000.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36e9

                 About InterMetro Communications

InterMetro Communications, Inc. (IMTO.OB) is a facilities-based
provider of enhanced voice and data communication services.  The
company owns and operates a national, private voice-over Internet
Protocol (VoIP) network infrastructure powered by switching
equipment.  Its network powers providers of communication
services, like wholesale transport carriers, wireless providers,
broadband phone companies, VoIP service providers, prepaid calling
card providers, and voice-enabled application service providers.


INTERSTATE BAKERIES: Incurs $41.4MM Loss for Nov. 15 Quarter
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates filed
with the Securities and Exchange Commission their quarterly report
on Form 10Q for the period ended November 15, 2008.

IBC's Quarterly Report on Form 10Q, dated December 24, 2008, is
available for free at http://researcharchives.com/t/s?36f8

                   INTERSTATE BAKERIES CORPORATION
            Unaudited Condensed Consolidated Balance Sheets
                        As of November 15, 2008

ASSETS
Current Assets:
  Cash                                              $24,664,000
  Restricted Cash                                    21,117,000
  Accounts receivable                               134,607,000
  Inventories                                        60,140,000
  Assets held for sale                               13,303,000
  Other current assets                               48,480,000
                                                  -------------
Total current assets                                302,311,000

Property and equipment, net                         444,614,000
Intangible assets                                   158,258,000
Other assets                                         29,919,000
                                                  -------------
Total Assets                                       $935,102,000
                                                  =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities not subject to compromise
  Current Liabilities
  Prepetition Debt                                   $2,405,000
  Postpetition Debt                                 113,191,000
  Accounts payable                                  106,032,000
  Accrued expenses                                  172,276,000
                                                  -------------
Total current liabilities                           393,904,000

Other liabilities                                   186,448,000
Deferred income taxes                                68,295,000
                                                  -------------
Total liabilities not subject to compromise         648,647,000

Liabilities Subject to Compromise                   829,731,000

Stockholders' deficit
  Preferred stock, $0.01 par value,
   1,000,000 shares authorized, none issued                   0
  Common stock, $0.01 par value,
   120,000,000 shares authorized,
   81,579,000 shares issued, 45,202,000
   shares outstanding                                   816,000
  Additional paid-in capital                        584,485,000
  Accumulated deficit                              (481,324,000)
  Treasury stock, 36,377,000 shares at cost        (678,740,000)
  Accumulated other comprehensive income             31,487,000
                                                  -------------
Total stockholders' deficit                        (543,276,000)
                                                  -------------
Total liabilities and stockholders' deficit        $935,102,000
                                                  =============

                  INTERSTATE BAKERIES CORPORATION
      Unaudited Condensed Statement of Consolidated Operations
                 Twelve Weeks Ended November 15, 2008

Net revenues                                       $643,931,000

Cost of products sold, exclusive of items below     334,626,000
Selling, delivery and administrative expenses       292,685,000
Restructuring (credits) charges                      (1,778,000)
Depreciation and amortization                        13,650,000
Loss on sale or abandonment of assets                   892,000
Property and equipment impairment                             0

                                                    640,075,000
                                                  -------------
Operating Loss                                        3,856,000

Other (income) expense
  Interest expense, excluding unrecorded
     contractual interest expense                    14,444,000
  Reorganization charges, net                        34,083,000
  Other (income) expense                                109,000
                                                  -------------
                                                     48,636,000

Loss before income taxes                            (44,780,000)
Provision (benefit) for income taxes                 (3,360,000)
                                                  -------------
NET LOSS                                           ($41,420,000)
                                                  =============

                  INTERSTATE BAKERIES CORPORATION
     Unaudited Condensed Statement of Consolidated Cash Flows
             Twenty-four Weeks Ended November 15, 2008

Operating Activities:
  Net loss                                         ($78,286,000)
  Depreciation and amortization                      27,325,000
  Provision (benefit) for deferred income taxes        (140,000)
  Reorganization charges, net                        40,109,000
  Cash reorganization items                         (16,646,000)
  Non-cash bankruptcy-related charges                    87,000
  Non-cash interest expense -- deferred debt fees     9,228,000
  Non-cash restricted stock compensation
    (benefit) expense                                         0
  (Gain) loss on sale, write-down or
     abandonment of assets                           (5,955,000)
  Change in operating assets and liabilities:
    Accounts receivable                               2,023,000
    Inventories                                       1,697,000
    Other current assets                             (5,527,000)
    Accounts payable and accrued expenses            (7,575,000)
    Long-term portion of self-insurance reserves      1,164,000
    Other                                           (13,080,000)
                                                  -------------
Net cash used in operating activities               (45,576,000)

Investing Activities:
  Purchases of property and equipment                (6,709,000)
  Proceeds from sale of assets                       11,599,000
  Restricted cash deposit                                     0
  Acquisition and development of software assets              0
  Other                                                       0
                                                  -------------
Net cash provided by investing activities             4,890,000

Financing Activities:
  Reduction of long-term debt                          (354,000)
  Increase in prepetition credit facility             1,239,000
  Reduction of postpetition debt                    (11,485,000)
  Increase in postpetition debt                      61,318,000
  Debt fees                                         (10,439,000)

Net cash provided by financing activities            40,279,000
                                                  -------------
Net decrease in cash                                   (407,000)

Cash at beginning of period                          25,071,000
                                                  -------------
Cash at end of period                               $24,664,000
                                                  =============

The Debtors disclosed that as of December 15, 2008, there were
45,202,826 shares of IBC common stock, $0.01 par value per share,
outstanding.  Giving effect to IBC's senior subordinated
convertible notes and common stock equivalents, there were
55,101,267 shares of common stock outstanding as of December 15.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 123; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: May Liquidate if Exit Financing Talks Fail
---------------------------------------------------------------
Interstate Bakeries Corp.'s Chief Executive Officer Craig D. Jung
and Chief Financial Officer J. Randall Vance said in a regulatory
filing with the Securities and Exchange Commission that under the
terms of the Debtors' bankruptcy plan, IBC cannot emerge from
Chapter 11 until the exit financings are consummated.

On December 5, 2008, the U.S. Bankruptcy Court for the Western
District of Missouri confirmed IBC's Amended New Joint Plan of
Reorganization.  The plan was filed October 31, 2008.  The exit
financings that form the basis for the Plan are reflected in
corresponding debt and equity commitments.

According to the IBC Officers, the Company is still focusing on
negotiating and finalizing all documentation for the Exit
Financings and satisfying the remaining conditions precedent to
closing of the various transactions contemplated under the Plan.
Although progress has been made, significant issues remain to be
resolved, the IBC Officers report.

Furthermore, in the event that one or more of the Parties
committed to provide the exit financing refuse or fail to perform
under their commitments, IBC may seek to (i) enforce our rights
under the Financing Commitments or (ii) to replace the
Financings.

"There can be no assurance as to whether we will be able to
successfully implement any such strategy on terms and conditions
acceptable to the Company or its various constituents in the
Chapter 11 cases," Messrs. Jung and Vance noted.

Absent the ability to pursue such a strategy, IBC will expect to
begin an orderly wind-down of its operations, they added.

Moreover, there can be no assurance as to the ultimate recovery
of value available to our constituents should our Plan not be
consummated, Messrs. Jung and Vance said.

               Updates on IBC's Legal Proceedings

The IBC Officers also report that as of December 9, 2008, upon
consideration of a stipulation for dismissal unilaterally filed
by the R2 Investments, LDC, the Circuit Court of Jackson County,
Missouri dismissed, without prejudice, R2's action commenced
against certain of IBC's former and current directors and a
former officer.  The Action was based upon alleged negligent
misrepresentations made by certain defendants in connection with
IBC's issuance of $100.0 million aggregate principal amount of
6.0% senior subordinated convertible notes due August 15, 2014.

The R2 Action sought recovery of the total amount of the
Convertible Notes held by R2 plus accrued interest.

IBC is involved in a dispute regarding the proper characterization
of the American Bakers Association Retirement Plan, which the
Debtors believe has been historically administered as a multiple-
employer plan under ERISA and tax rules.  The ABA Plan, however,
contends that it should be treated as an aggregate of single-
employer plans under ERISA as it is reflected in IBC's financial
statements.

The Pension Benefit Guaranty Corporation -- the federal
governmental agency that insures and supervises defined benefit
pension plans -- made a final determination in August 2006 that
the ABA Plan is a multiple employer plan under ERISA.

Sara Lee Corporation instituted proceedings against the ABA Plan
and the Board of Trustees of the Plan in the United States
District Court for the District of Columbia, through which Sara
Lee sought, among other things, a mandatory injunction that would
compel the ABA Plan and the Board of Trustees to (i) require all
participating employers in the ABA Plan with negative asset
balances -- which would include IBC -- to make payments to the
Plan in order to maintain a positive asset balance, and (ii) cut
off the payment from the ABA Plan of benefits to employee-
participants of IBC and other participating employers with
negative asset balances.

Sara Lee amended its Complaint, adding the PBGC as a defendant
and challenging its Determination, as the Litigation is premised
on the notion that the ABA Plan is an aggregate of single-
employer plans.

To resolve the issues without litigation, IBC has voluntarily
stayed its Bankruptcy Court Lawsuit seeking enforcement of the
Determination, upon the agreement by the ABA Plan and its Board
of Trustees to join IBC as a party to the Sara Lee Litigation,
Messrs. Jung and Vance informed the SEC.

Subsequently, the PBGC asked the District Court for a summary
judgment in the Sara Lee Litigation, to enforce the PBGC's
Determination -- which decision is currently pending.

The IBC Officers disclosed that in November 2008, IBC has
withdrawn from the ABA Plan, ceasing any and all contributions
and contributory obligations to the ABA Plan.  IBC also entered
into a Compromise and Settlement Agreement with the PBGC, which
the Bankruptcy Court approved.

Accordingly, IBC's Agreement with PBGC provides that (i) the PBGC
will be granted an allowed prepetition general unsecured claim
for $17.5 million; and (ii) if and only if the ABA Plan is
ultimately determined in the Sara Lee Litigation to be an
aggregate of single-employer plans, the PBGC will be granted an
allowed prepetition general unsecured claim for $72.5 million.

IBC also entered into a Compromise and Settlement Agreement with
the ABA Plan, which the Bankruptcy Court approved in
December 2008, which Agreement provides that the ABA Plan will be
granted (i) an allowed prepetition general unsecured claim for of
$6.0 million, and (ii) an allowed administrative expense claim
for $0.8 million.

Based upon the Settlements, IBC recorded a reorganization charge
in the second quarter of Fiscal Year 2009 of $20.1 million to
reflect the ABA Plan liability at the full amount of the Claim
Settlements.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 123; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Lease Decision Period Extended to June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended the deadline within which Interstate Bakeries Corp. and
its affiliates may assume or reject unexpired leases and subleases
of non-residential real property to:

  (a) the effective date of their Amended New Plan of
      Reorganization; or

  (b) June 21, 2009.

The Lease Rejection or Assumption Deadline was originally set on
December 21, 2008.

Pending the assumption or rejection of any Real property Lease,
the Debtors will timely perform all of their obligations under
the Lease as required by Section 365(d)(3) of the Bankruptcy
Code, the Court ruled.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 123; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: IRS Compromise Agreement Approved
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corp. and its affiliates to enter
into a compromise agreement that outlines the terms of four
Voluntary Correction Program Compliance Statements by and between
Interstate Brands Corporation, as sponsor of four different
retirement income and savings plans, and the Internal Revenue
Service.

Brands and the IRS entered into the VCPCs to allow taxpayers who
discover errors in these qualified 401(k) Plans "to come forward,
correct the errors, and be found in compliance without payment of
a penalty, pursuant to Section 401(a) of the Internal Revenue
Code:

(a) Interstate Brands Companies Employee Savings Plan
     (Plan No. 139)

(b) Interstate Brands Companies Retirement Income Plan
     (Plan No. 010)

(c) Drake Bakeries Division Savings Plan for Route Drivers
     (Plan No. 016)

(d) IBC Unit Elect Retirement Savings Plan (Plan No. 011)

The operational failures in the administration of the 401(k)
Plans cover the years ended December 31, 2003, through
December 31, 2006.

                     About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.

(Interstate Bakeries Bankruptcy News, Issue No. 123; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


IOWA RENEWABLE: Auditor Raises Going Concern Doubt
--------------------------------------------------
McGladrey & Pullen LLP in Davenport, Iowa, in a letter dated
December 22, 2008, to the Board of Directors and Members of Iowa
Renewable Energy, LLC, expressed substantial doubt about the
company's ability to continue as a going concern.  The firm
audited the balance sheets of Iowa Renewable Energy, LLC, as of
September 30, 2008, and 2007, and the related statements of
operations, members' equity and cash flows for the years then
ended.

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

Mike Bohannan, chairman and president, and Todd Willson, chief
financial officer, relate that through September 30, 2008, the
company has generated accumulated losses of $7,563,432, has
experienced significant volatility in its input costs and
undertaken significant borrowings to finance the construction of
its biodiesel plant.  "The loan agreements with the company's
lender currently contains a covenant that requires a minimum ratio
of current assets to current liabilities (working capital ratio)
and beginning in February 2009 additional covenants will become
effective that will require minimum debt coverage and fixed charge
coverage ratios.  The company is not in compliance with the
working capital ratio covenant at September 30, 2008, and it is
projected that the company will fail to comply with one or more of
the loan covenants throughout fiscal 2009.  Failure to comply with
these loan covenants constitutes an event of default under the
company's loan agreements which, at the election of the lender,
could result in the acceleration of the unpaid principal loan
balance and accrued interest under the loan agreements or the loss
of the assets securing the loan in the event the lender elected to
foreclose its lien or security interest in such assets.  In
addition, the company's loan agreement allows the lender to
consider the company in default of the loan at any point for poor
financial performance.  These liquidity issues raise doubt about
whether the Company will continue as a going concern."

According to Mr. Bohannan and Mr. Willson, the company has been in
communication with its lender as to the steps it needs to take to
resolve this situation, but there can be no assurance that the
lender will waive the Company's noncompliance with any one or more
of the loan covenants.  "The company's ability to continue as a
going concern is dependent on the company's ability to comply with
the loan covenants and the lender's willingness to waive any
noncompliance with such covenants.  Management anticipates that if
additional capital is necessary to comply with its loan covenants
or to otherwise fund operations, the company may pursue strategies
that could include issuing additional membership units through one
or more private placements, or to solicit a sale or merger of the
company with other strategic partners.  However, there is no
assurance that the company would be able to raise the desired
capital.  Finally the company could elect to reduce its production
capacity through the remaining winter months by scaling back on
biodiesel production or temporarily shutting down the biodiesel
plant depending on the company's cash situation and its ability to
purchase raw materials to operate the plant.  The company may also
seek to produce biodiesel on a toll basis where biodiesel would be
produced using raw materials provided by someone else."

As of September 30, 2008, the company's balance sheet showed total
assets of $51,242,454, total liabilities of $35,640,464, and
members' equity of $15,601,990.  The company's current liabilities
of $35,640,464 exceeded current assets of $11,178,526.

For the year ended September 30, 2008, the company posted a net
loss of $3,784,924.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?36e0

                   About Iowa Renewable Energy

Iowa Renewable Energy, LLC, located in Washington, Iowa, was
formed in April 2005 to pool investors to build a biodiesel
manufacturing plant with an annual capacity of 30 million gallons.
The company was in the development stage until July 2007, when it
commenced operations.


IVIVI TECHNOLOGIES: Posts $2.1MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Ivivi Technologies, Inc., had a net loss of $2,178,150 and
$4,380,465 for the three and six months ended September 30, 2008,
and net cash used in operating activities of $3,488,700 for the
six months ended September 30, 2008.  "These factors, among
others, raise substantial doubt about our ability to continue as a
going concern.  Our ability to continue as a going concern is
dependent on our ability to raise additional funds to finance our
operations," Steven Gluckstern, president and chief executive
officer, and Alan Gallantar, senior vice president and chief
financial officer, said in a regulatory filing with the Securities
and Exchange Commission.

"We have generated only limited revenues from product sales and
have incurred net losses of approximately $7.5 and $7.8 million
for the fiscal years ended March 31, 2008 and 2007.  At
September 30, 2008, we had an accumulated deficit of approximately
$35.6 million.  Our continuing operating losses have been funded
principally through the proceeds of our private placement
financings, our initial public offering and other arrangements. We
have generated limited revenues of $1.6 million and $1.2 million
for the years ended March 31, 2008 and 2007, respectively, and
$588,227 and $225,732 for the three months ended September 30,
2008 and 2007, respectively and $971,423 and $686,731 for the six
months ended September 30, 2008 and 2007, respectively, primarily
from the rental and sale of our products, and we expect to incur
additional operating losses, as well as negative cash flow from
operations, for the foreseeable future, as we continue to expand
our research and development of additional applications for our
tPEMF technology and other technologies that we may develop in the
future. On October 15, 2008, we repurchased 650,000 shares of our
common stock at $.15 per share, or $97,500, from an investor in a
private transaction."

"We estimate that we presently have sufficient sources of funds to
meet our cash requirements through January 31, 2009. Previously we
estimated that we had sufficient sources of funds to meet our cash
requirements through March 31, 2009.  The change in our estimate
is primarily the result of additional accrued settlement fee and
other costs relating to the termination of our agreement with
Allergan Inc. of approximately $450,000, $97,500 to purchase our
common stock in a private transaction with an investor and
increased legal and regulatory expenses relating to our 510(k)
submission with the FDA and legal representation in our litigation
with Stonefield Josephson."

As of September 30, 2008, the company's balance sheet showed total
assets of $5,222,938, total current liabilities of $1,628,158,
deferred revenue of $35,640, and total stockholders' equity of
$3,559,140.

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

                    About Ivivi Technologies

Ivivi Technologies, Inc., is an early-stage medical technology
company focusing on designing, developing and commercializing
proprietary electrotherapeutic technologies.  The company has
focused its research and development activities on targeted pulsed
electromagnetic field, or tPEMF technology. This technology
utilizes a magnetic field that is timed to turn on and off to
create a therapeutic electrical current in injured tissue, which
then stimulates biochemical and physiological processes to help
repair injured soft tissue and reduce related pain. We are
currently marketing products utilizing our tPEMF technology to the
chronic wound and plastic and reconstructive surgery markets.
We are developing proprietary technology for other therapeutic
medical markets, including cardiology.


JASON WHITE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jason L. White
        d/b/a Jason White Construction
        P.O. Box 385
        Eastpoint, FL 32328

Bankruptcy Case No.: 08-40924

Type of Business: The Debtor constructs single-family houses.

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel.: (850) 222-4818
                  Fax : (850) 561-3456
                  Email: woodylaw@embarqmail.com

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

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

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

             http://bankrupt.com/misc/flnb08-40924.pdf

The petition was signed by Jason L. White.


JMYGEEZ INC: Chapter 7 Trustee Ready to Sell Assets on Jan. 8
-------------------------------------------------------------
Carlota Bohm, the Chapter 7 Trustee overseeing the liquidation of
the bankruptcy estate of JMYGEEZ, Inc., d/b/a Jimmy G's
Restaurant, will bring a Motion before the U.S. Bankruptcy Court
for the Western District of Pennsylvania at 10:30 a.m. on Jan. 8,
2009, asking for permission to sell the Debtor's Pennsylvania
Restaurant Liquor License, No. R 8775 Lid 46165, furniture,
decorations and equipment located at debtor's former business
location, Jimmy G's Restaurant.

The Hearing will be held before the Honorable Thomas P. Agresti in
Pittsburgh.  The Court will entertain higher and better offers at
the hearing.

Arrangements for an inspection prior to the sale hearing may be
made with:

         Carlota Bohm, Esq.
         Houston Harbaugh, P.C.
         Three Gateway Center, 22nd Floor
         401 Liberty Avenue
         Pittsburgh, PA 15222
         Telephone (412) 281-5060.

JMYGEEZ, Inc., filed for chapter 11 protection (Bankr. W.D. Penn.
Case No. 08-20710) on February 4, 2008.  A copy of the Debtor's
petition is available at http://bankrupt.com/misc/pawb08-20710.pdf
at no charge.  The case subsequently converted to a chapter 7
liquidation.


JOHN JONES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Gordon Jones
        2700 Benedict Canyon Dr.
        Beverly Hills, CA 90210

Bankruptcy Case No.: 08-20355

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                        Case No.
   ------                        --------
   Asset Family Co., LLC         08-18110

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Barry K Rothman, Esq.
                  1901 Ave Of The Stars Ste. 370
                  Los Angeles, CA 90067
                  Tel.: (310) 557-0062

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

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

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

             http://bankrupt.com/misc/cacb08-20355.pdf

The petition was signed by John Gordon Jones.


JORGE GONZALEZ-CARDONA: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Jorge Gonzalez-Cardona
        Jardines de Caparra, Calle 47 AE-5
        Bayamon, PR 00959

Bankruptcy Case No.: 08-08702

Chapter 11 Petition Date: December 21, 2008

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

Debtor's Counsel: Jose Ramon Cintron, Esq.
                  605 Calle Condado Suite 602
                  San Juan, PR 00907
                  Tel.: (787) 725-4027
                  Fax : (787) 725-1709
                  Email: jrcintron@prtc.net

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

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

The Debtor's largest unsecured creditor is Banco Popular de P.R.,
owed $405,452, $162,957 and $20,000.

The petition was signed by Jorge Gonzalez-Cardona.


KB TOYS: Will Honor New Yorkers' Gift Cards
-------------------------------------------
KB Toys Inc. will honor New Yorkers' gift cards at least through
Jan. 11, 2009, under an agreement with New York State Attorney
General Andrew Cuomo, Reuters reports.

Reuters relates that the gift cards will be honored at stores but
not online.

As reported by the Troubled Company Reporter on Dec. 26, 2008, the
United States Bankruptcy Court for the District of Delaware
approved going-out-of-business sale for all of KB Toys' 461
stores.

Mr. Cuomo's office said in a statement that the court didn't
require KB Toys to honor gift cards.  According to Reuters, Mr.
Cuomo's office said that the attorney general wanted to ensure
that New York consumers with KB Toys gift cards can use the cards
and any merchandise credit through the holidays and in the post-
holiday period.

According to the New York AG's statement, KB Toys sold as much as
$2 million in gift cards in 2008 and holds about $12 million in
unredeemed gift cards.

KB Toys will notify Mr. Cuomo and post signs in stores any
decision to stop honoring New York consumers' gift cards, Reuters
states.

                           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.


KHALED ELWARACKY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Khaled Elwaracky
        10691 Water Falls Lane
        Vienna, VA 22182

Bankruptcy Case No.: 08-17629

Involuntary Petition Date: December 5, 2008

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Pro Se

Petitioning
Creditors'
Counsel:     Henry Fitzgerald, Esq.
             2200 Wilson Blvd., Suite 800
             Arlington, Virginia 22201
             Tel: (703) 525-5753

   Petitioning Creditors     Nature of Claim       Amount
   ---------------------     ---------------       ------
Wei-Kai Chang                Money lent         $183,336.42
604 Garden View Sq.
Rockville, MD 22850

Min-Hua Su                   Money lent         $183,336.42
604 Garden View Sq.
Rockville, MD 22850

Ying Qing Lu                 Money lent         $245,000.00
4600 Connecticut Ave. N.W.
Washington, DC 22208


L.L. SWOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: L.L. Swor, Inc.
        d/b/a Furniture Country Galleries
        8626 US Hwy 441
        Leesburg, FL 34788

Bankruptcy Case No.: 08-12173

Type of Business: The Debtor is a furniture retailer.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel.: (407) 481-5800
                  Fax : (407) 481-5801
                  bankruptcynotice@lseblaw.com

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

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

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

             http://bankrupt.com/misc/flmb08-12173.pdf

The petition was signed by George Bannon, Vice-President of the
company.


LAND RESOURCE: Obtains Final Authority to Secure DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted Land Resource, LLC, and its debtor-affiliates authority to
obtain postpetition secured superpriority financing, to meet
payroll and other operating expenses:

  a) $42 million from from Keybank National Association and
     Wachovia Bank, National Association.

  b) $25.2 million from KeyBank National Association.

The DIP borrowers under the $42 Million DIP Credit Agreement are
Land Resource, LLC, Clarks Hill Lake, LLC, The Ridges At Morgan
Creek, LLC, Villages At Norris Lake, LLC, Roaring River, LLC,
Bridge Pointe At Jekyll Sound, LLC, and Laird Point, LLC.

The DIP borrowers under the $25.2 million DIP Credit Agreement are
Land Resource, LLC and Point Peter LLLP.

Pursuant to the order, the Court approved the use of cash
collateral and post-petition financing of up to the maximum amount
of $1,825,346 as to the $42 Million DIP Credit Agreement and
$299,446 as to the $25.2 Million DIP Credit Agreement (inclusive
of amounts advanced under the Interim Order entered by the Court
on Nov. 7, 2008).

                    Superpriority Claim Status

The postpetition advances will have priority pursuant to Sec.
364(c)(1) of the Bankruptcy Code, over any and all administrative
expenses of the kind specified in Sections 105, 326, 328, 330,
331, 503(b), 506(c), 507(a), 507(b) and 726 of the Bankruptcy
Code.

            Adequate Protection to Prepetition Lenders

As adequate protection to the prepetition lenders for any
diminution in the value of the prepetition collateral, the
prepetition lenders are granted Adequate Protection Liens in all
Collateral, subject only to the Carve-Outs, (ii) the Superpriority
Claims and liens on the Collateral to secure obligations owed to
the DIP Lenders under the DIP Credit Agreements, and (iii) the
Permitted Liens, if any.

                          Interest Rate

Postpetition obligations shall bear interest at a rate of prime
plus 2% p.a, which interest shall accrue and be payable on the
Maturity Date.

                          Maturity Date

The maturity date under each of the DIP Credit Agreements will be
the earlier of:

(a) Feb. 2, 2009,

(b) the date a sale (or in the event of a series of sales, the
     last sale) of all or substantially all of the assets of the
     $42 Million DIP Borrowers or the $25.2 Million DIP Borrowers,
     as the case may be, is approved and consummated under Sec.
     363 of the Bankruptcy Code, or

(c) the effective date of a plan of reorganization or liquidation
     of the $42 Million DIP Borrowers or the $25.2 Million DIP
     Borrowers, as the case may be.

All amounts outstanding under the DIP Credit Agreements shall be
due and payable in full at maturity.

                            Collateral

A) $42 Million DIP Facility

Subject to the Carve-Outs, as security for the full and
timely payment of all postpetition obligations arising under the
$42 Million DIP Credit Agreement and DIP Loan Documents related
thereto, the $42 Million DIP Facility Lenders are granted a valid,
perfected and enforceable security interest and lien upon all real
and personal property of the $42 Million DIP Borrowers, the $42
Million DIP Guarantors, the $42 Million Prepetition Borrowers and
the $42 Million Prepetition Guarantors, provided however, that:

  i) the $42 Million Postpetition Collateral shall not
     extend to, constitute, or encompass any proceeds of avoidance
     actions arising under Chapter 5 of the Bankruptcy Code,

ii) the $42 Million DIP Facility Lenders shall be entitled to
     share, on account of and to the full extent of any and all
     allowed unsecured deficiency claims they may hold, in any
     distribution of any such Avoidance Action proceeds on a pro
     rata basis with all other allowed unsecured claims; and

iii) the security interest granted to the $42 Million DIP Facility
     Lenders in property of LR Buffalo Creek, LLC and LR Riversea,
     LLC shall only secure the LR Buffalo and LR Riversea Limited
     Guarantees.

B) $25.2 Million DIP Facility

Subject to the Carve-Outs, as security for the full and
timely payment of all postpetition obligations arising under the
$25.2 Million DIP Credit Agreement and DIP Loan Documents related
thereto, the $25.2 Million DIP Facility Lenders are granted a
valid, perfected and enforceable security interest and lien upon
all real and personal property of the $25.2 Million DIP Borrowers,
the $25.2 Million DIP Guarantors, the $25.2 Million Prepetition
Borrowers, and the $25.2M Prepetition Guarantors, provided,
however that:

  i) the $25.2 Million Postpetition Collateral shall not extend
     to, constitute, or encompass any proceeds of Avoidance
     Actions, and

ii) the $25.2 Million DIP Facility Lenders shall entitled to
     share, on account of and to the full extent of any and all
     allowed unsecured deficiency claims they may hold, in any
     distribution of any such Avoidance Action proceeds on a pro
     rata basis with all other allowed unsecured claims.

                            Carve-Outs

The liens, security interests and Superpriority Claims granted to
the DIP Lenders and the Pre-Petition Lenders pursuant to this
Order and the DIP Loan Documents shall be subject to (i) a limited
carve-out for:

(a) the payment of any unpaid fees payable to the U.S. Trustee,

(b) the fees due to the Clerk of the Court,

(c) payments to be made to certain employees of the Debtor
     pursuant to such incentive compensation plan as may be
     approved by the Bankruptcy Court,

(d) the actual fees and expenses incurred by professionals
     retained by an order of the Court entered pursuant to
     Sections 327 or 1103(b) of the Bankruptcy Code, and,

(e) following the occurrence of any Termination Event, the
     payment of allowed professional fees and disbursements
     incurred after any Termination Date by all Professionals
     retained in these proceedings, pursuant to Sections 327, 328
     or 1103(a) of the Bankruptcy Code, in an aggregate amount not
     to exceed $75,000 to the extent such amounts are not
     otherwise payable from any unused portion of retainers.

The loan provides for an an additional limited carve-out for the
reasonable fees and expenses of Committee Professionals in the
amount of $125,000; and an additional limited carve-out in the
amount of $150,000 for the benefit of the Debtors' estates and to
be remitted to any appointed Chapter 7 Trustee in the event the
Debtors' cases are converted to cases under Chapter 7 of the
Bankruptcy Code.

A full-text copy of the Court's Final Order authorizing the
Debtors' postpetition secured superpriority financing, dated
Dec. 22, 2008, is available for free at:

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

                       About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida.

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Lead Case No. 08-10159).  Grace
E. Robson, Esq., at Berger Singerman, in Ft. Lauderdale, Florida,
and Jordi Guso, Esq., at Berger Singerman, P.A., in Miami Florida,
represent the Debtors as counsel.  Jeffrey I. Snyder, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Committee
of Creditors Holding Unsecured Claims as counsel.  The company
listed assets of $100 million to $500 million and debts of
$50 million to $100 million.  Trustee Services Inc. is the
Debtors' notice, claims and balloting agent.


LAND RESOURCE: Court Approves Bidding Procedures; Bid Protections
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved bidding procedures for the sale of a portion or
substantially all of Land Resource, LLC, and its debtor-
affiliates' assets, including the Debtors' interest in all real
and personal property, including permits and development rights.

Pursuant to the order, interested bidders must submit a signed bid
together with a good faith deposit equal to 10% of the bidder's
purchase price, made by certified check or wire transfer.

The Debtors are also authorized to enter into an agreement with a
prospective Stalking Horse Bidder, who shall agree to serve as a
"stalking horse" at the Auction.  The stalking horse bidder shall
be entitled to an Expense Reimbursement of documented, actual out-
of-pocket expenses not to exceed $50,000, and with the consent of
the Lenders and the Committee of Unsecured Creditors, a Breakup
Fee of up to 2% of the total value of such bid.  The Breakup Fee
and Expense Reimbursement shall be an administrative expense claim
against the Debtors' estate under Sec. 503(b) of the Bankruptcy
Code.

All Qualified Bids shall be submitted by 4:00 p.m (Eastern Time)
on Jan. 16, 2009.

The Auction to select the successful bidders shall be conducted on
Jan. 21, 2009, at the offices of Shutts & Bowen LLP, located at
300 South Orange Avenue, Suite 1000, Orlando, Florida 32801
beginning at 10:00 a.m. (Eastern Time).

The Sale Hearing shall be conducted on Jan. 22, 2009 commencing at
10:00 a.m.

All objections to any sale of Offered Assets to a Successful
Bidder or the assumption and assignment of any executory contacts
or unexpired leases shall be in writing, shall state the basis of
such objection and specificity and shall be filed with the Court,
and served so as to be received on or before Jan. 16, 2009, at
4:00 p.m. (Eastern Time) by:

        a) Land Resource, LLC
           Attn: J. Robert Ward
           5337 Millenia Lakes Boulevard
           Suite 121, Orlando
           FL 32839

        (counsel for the Debtors)

        b) Berger Singerman P.A.
           Attn: Jordi Guso, Esq.
           200 South Biscayne Boulevard
           Suite 1000, Miami
           FL 33131

        (counsel for KeyBank)

        c) Thompson Hine LLP
           Attn: Alan R. Lepene, Esq.
           One Atlantic Center
           201 W. Peachtree Street
           Suite 2200, Atlanta
           GA 30309-3449

        (counsel for Wachovia)

        d) Smith Hulsey & Busey
           Attn: Steve Busey, Esq.
           225 Water Street
           Suite 1800, Jacksonville
           FL 32202

        (counsel for the Committee)

        e) Bilzin Sumberg Baena Price and Axelrod LLP
           Attn: Scott L. Baena, Esq.
           Wachovia Financial Center
           200 South Biscayne Boulevard
           Suite 2500, Miami
           FL 33131

A full-text copy of the Order approving the bidding procedures for
the sale of a portion of substantially all of the Debtors' assets,
dated Dec. 22, 2008, is available for free at:

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

                       About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida.

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Lead Case No. 08-10159).  Grace
E. Robson, Esq., at Berger Singerman, in Ft. Lauderdale, Florida,
and Jordi Guso, Esq., at Berger Singerman, P.A., in Miami Florida,
represent the Debtors as counsel.  Jeffrey I. Snyder, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Committee
of Creditors Holding Unsecured Claims as counsel.  The company
listed assets of $100 million to $500 million and debts of
$50 million to $100 million.  Trustee Services Inc. is the
Debtors' notice, claims and balloting agent.


LENNAR CORP: Amends Senior Unsecured Revolving Credit Facility
--------------------------------------------------------------
Lennar Corporation amended its senior unsecured revolving credit
facility.  The amendment gives the company greater flexibility
under the borrowing covenants, but increases the interest rate
which is LIBOR based and reduces the total amount of the Credit
Facility which reduces the company's cost of maintaining the
facility.

The amended terms provide for, among other things:

   a) a lower aggregate commitment of $1.1 billion;

   b) an extension of the required quarterly reductions in the
      company's recourse joint venture obligations through the
      maturity date, July 2011; and

   c) modification of these covenants:

      1. minimum adjusted consolidated tangible net worth;
      2. borrowing base;
      3. maximum leverage ratio; and
      4. investments.

A full-text copy of the third amendment to credit agreement is
available for free at http://ResearchArchives.com/t/s?36cf

                        About Lennar Corp.

Based in Miami, Florida, Lennar Corporation (NYSE: LEN and LEN.B)
-- http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

Lennar Corporation reported results for its fourth quarter and
fiscal year ended Nov. 30, 2008.  Fourth quarter net loss in 2008
was $811.0 million compared to a net loss of $1.3 billion in 2007.
The net loss for the year ended Nov. 30, 2008, was $1.1 billion
compared to a net loss of $1.9 billion in 2007.

                         *     *     *

As reported in the Troubled Company Reported on Dec. 16, 2008,
Fitch Ratings has downgraded Lennar Corp.'s issuer default ratings
and outstanding debt ratings: (i) IDR to 'BB+' from 'BBB-'; (ii)
senior unsecured to 'BB+' from 'BBB-'; (iii) unsecured bank credit
facility to 'BB+' from 'BBB-'; (iv) short term IDR from 'F3' to
'B'; and (v) Commercial Paper from 'F3' to 'B'.


LENNAR CORP: Posts $1.1 Billion Net Loss in Year Ended November 30
------------------------------------------------------------------
Lennar Corporation reported results for its fourth quarter and
fiscal year ended Nov. 30, 2008.  Fourth quarter net loss in 2008
was $811.0 million compared to a net loss of $1.3 billion in 2007.
The net loss for the year ended Nov. 30, 2008, was $1.1 billion
compared to a net loss of $1.9 billion in 2007.

Stuart Miller, president and chief executive officer of Lennar
Corporation, said, "Broad-based external pressures continued to
negatively impact the housing market during the fourth quarter as
rising unemployment, falling home prices, increased foreclosures,
tighter credit and volatile equity markets further eroded consumer
confidence and depressed home sales.  As we enter fiscal 2009, we
are hopeful the new administration will approve a major stimulus
package to stimulate housing demand in order to stabilize housing
values, which will reduce foreclosures and stabilize the financial
markets, leading to restored consumer confidence."

Mr. Miller continued, "During the fourth quarter, we were
intensely focused on maximizing our homebuilding operating cash
flows.  As a result, we ended our fourth quarter with $1.1 billion
in cash and no outstanding borrowings under our credit facility.
During the fourth quarter, we reduced our land expenditures by
almost 70% quarter-over-quarter, converted 127% of our backlog
into deliveries despite difficult market conditions and continued
to right-size our business as S,G&A expenses as a percentage of
home sales improved 100 basis points year-over-year."

"Along with significantly enhancing our balance sheet liquidity,
we reduced the number of our unconsolidated joint ventures to 116,
a 20% decrease from the third quarter, and reduced our maximum
unconsolidated joint venture recourse debt to $520 million, a 71%
decrease from the peak in 2006."

Mr. Miller concluded, "In 2009, cash generation will continue to
be our top priority.  We will convert inventory to cash and reduce
both our land purchases and homebuilding starts.  In addition, we
will reduce our cash outflows by continuing to right-size our
overhead to improve our SG&A percentage."

                        About Lennar Corp.

Based in Miami, Florida, Lennar Corporation (NYSE: LEN and LEN.B)
-- http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

TCR reported on Dec. 16, 2008, that Fitch Ratings has downgraded
Lennar Corp.'s issuer default ratings and outstanding debt
ratings: (i) IDR to 'BB+' from 'BBB-'; (ii) senior unsecured to
'BB+' from 'BBB-'; (iii) unsecured bank credit facility to 'BB+'
from 'BBB-'; (iv) short term IDR from 'F3' to 'B'; and (v)
Commercial Paper from 'F3' to 'B'.


LEVEL 3 COMMUNICATIONS: Completes $373.8MM Offering of 15% Notes
---------------------------------------------------------------
Level 3 Communications, Inc., completed its offering of
$373.8 million aggregate principal amount of its 15% convertible
senior notes due 2013.

The Notes will mature in 2013 and pay 15% annual cash interest.
The Notes are convertible by holders into shares of the Level 3
common stock at an initial conversion price of $1.80 per share,
subject to adjustment upon certain events, at any time before the
close of business on Jan. 15, 2013.  The Notes rank pari passu
with all of the company's senior unsecured indebtedness.

Level 3 disclosed the completion of each of its tender offers to
purchase for cash any and all of its outstanding 2.875%
Convertible Senior Notes due 2010, 6% Convertible Subordinated
Notes due 2010. The aggregate purchase price for such notes is
approximately $227.3 million, including accrued and unpaid
interest on those notes through Dec. 23, 2008.  Level 3 also
extended the tender offer for its 6% Convertible Subordinated
Notes due 2009.

Level 3 will use approximately $227.3 million of the net proceeds
from the offering of the Notes to fund its repurchase of the notes
including accrued interest tendered in the completed tender
offers. The remaining net proceeds will be used to potentially
repurchase, redeem or refinance existing indebtedness from time to
time, for acquisitions, to enhance liquidity and for general
corporate purposes.  The company incurred expenses of
approximately $1 million in connection with the offering of the
Notes.

Since Level 3 has not yet accepted for payment any of its
6% Convertible Subordinated Notes due 2009 in the pending tender
offer for those notes, the commitment of Walter Scott, Jr. and his
related accounts to purchase Notes was reduced in accordance with
the terms of the Securities Purchase Agreement relating to the
Notes from approximately $37 million to $10.8 million.  However,
the company also has amended the Securities Purchase Agreement to
enable the company to issue and sell to Mr. Scott and his related
accounts $26.2 million aggregate principal amount of additional
Notes if the company purchases any 6% Convertible Subordinated
Notes due 2009 pursuant to the pending tender offer for those
notes.

Citi and Merrill Lynch, Pierce, Fenner & Smith Inc. acted as
financial advisors to the company in connection with the
structuring of the Notes.  Willkie Farr & Gallagher LLP acted as
outside legal counsel to the company.

A full-text copy of the amendment no. 2 to securities purchase
agreement is available for free at:

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

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.73 billion, total liabilities of $8.93 billion and
stockholders' equity of about $803 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $120.00 million compared to net loss of $174.00 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $334.00 million compared to net loss of $1.02 billion for
the same period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2008,
Moody's Investors Service downgraded Level 3 Communications,
Inc.'s probability of default rating to Ca from Caa1 in response
to the company's Nov. 17 announcement that it had reached an
agreement to raise $400 million in new convertible subordinated
debt, the proceeds of which, together with cash on hand, will be
used to fund discounted tender offers for three existing
convertible debt issues that mature in 2009 and 2010.


LEVEL 3 COMMUNICATIONS: Completes Convertible Notes Tender Offers
-----------------------------------------------------------------
Level 3 Communications, Inc., completed each of its tender offers
to purchase for cash any and all of its outstanding 2.875%
Convertible Senior Notes due 2010 and 6% Convertible Subordinated
Notes due 2010.

Level 3 also disclosed that it has waived the minimum tender
condition of its tender offer to purchase for cash any and all of
its outstanding 6% Convertible Subordinated Notes due 2009 and
that the expiration date for such tender offer has been extended
to 12:00 midnight, New York City time, on Dec. 30, 2008.

Level 3's tender offer for its 6% Convertible Subordinated Notes
due 2009 remains subject to all other terms and conditions set
forth in the Offer to Purchase dated Nov. 17, 2008, as modified.

The depositary for the tender offers has advised Level 3 that an
aggregate of $162,718,000 principal amount of its 2.875%
Convertible Senior Notes due 2010 and $173,571,000 principal
amount of its 6% Convertible Subordinated Notes due 2010 were
validly tendered in the applicable tender offer for the notes
prior to the expiration of each tender offer.

In accordance with the terms of each tender offer, Level 3
accepted for payment $162,718,000 principal amount of its 2.875%
Convertible Senior Notes due 2010 at a purchase price of $620.00
per $1,000 principal amount of such notes and $173,571,000
principal amount of its 6% Convertible Subordinated Notes due 2010
at a purchase price of $700.00 per $1,000 principal amount of such
notes, plus, with respect to each series of notes, accrued and
unpaid interest up to, but not including, Dec. 24, 2008.  The
company set Dec. 24, 2008, as payment date, with respect to
validly tendered 2.875% Convertible Senior Notes due 2010 and the
6% Convertible Subordinated Notes due 2010.

Pursuant to the terms of each tender offer, notes not tendered in
a tender offer will remain outstanding, and the terms and
conditions governing such notes, including the covenants and other
protective provisions contained in the respective indentures
governing such notes, will remain unchanged.

In addition, Level 3 has now waived the condition to Level 3's
obligation to accept for payment, and to pay for, any of its
outstanding 6% Convertible Subordinated Notes due 2009 validly
tendered pursuant to the tender offer for such notes, that there
have been validly tendered and not withdrawn on or prior to the
expiration date of that tender offer at least $135,000,000
principal amount of 6% Convertible Subordinated Notes due 2009.
The expiration date for Level 3's tender offer for its
6% Convertible Subordinated Notes due 2009 has been extended to
12:00 midnight, New York City time, on Dec. 30, 2008, and remains
subject to all other terms and conditions set forth in the Offer
to Purchase dated Nov. 17, 2008, as modified.

Holders of Level 3's 6% Convertible Subordinated Notes due 2009
who have validly tendered notes prior to today do not need to re-
tender the notes.  However, holders may withdraw tendered notes
prior to 12:00 midnight, New York City time, on Dec. 30, 2008.

The depositary for the tender offers has advised Level 3 that as
of 12:00 noon on Dec. 23, 2008, an aggregate of $129,421,000
principal amount of Level 3's 6% Convertible Subordinated Notes
due 2009 have been validly tendered in the tender offer for the
notes.

The tender offer for Level 3's 6% Convertible Subordinated Notes
due 2009 commenced on Nov. 17, 2008, and was scheduled to expire
at 12:00 noon, New York City time, on Dec. 23, 2008.

Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
tender offers, Global Bondholder Services Corporation, at (866)
389-1500 (toll-free).

Citi and Merrill Lynch & Co. are the dealer managers for the
tender offers.  Questions regarding the tender offers may be
directed to Citi at (800) 558-3745 (toll-free) and (212) 723-6106
or Merrill Lynch at (888) 654-8637 (toll-free) and (212) 449-4914.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.73 billion, total liabilities of $8.93 billion and
stockholders' equity of about $803 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $120.00 million compared to net loss of $174.00 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $334.00 million compared to net loss of $1.02 billion for
the same period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2008,
Moody's Investors Service downgraded Level 3 Communications,
Inc.'s probability of default rating to Ca from Caa1 in response
to the company's Nov. 17 announcement that it had reached an
agreement to raise $400 million in new convertible subordinated
debt, the proceeds of which, together with cash on hand, will be
used to fund discounted tender offers for three existing
convertible debt issues that mature in 2009 and 2010.


LINENS 'N THINGS: Seeks Jan. 15 Auction for Intellectual Property
-----------------------------------------------------------------
Linens 'n Things Inc., which is closing its remaining 370 stores,
is auctioning off its trademarks, trade names and other
intellectual property.  According to Bloomberg's Bill Rochelle,
Linens proposed submitted to the U.s. Bankruptcy Court for the
District of Delaware bidding procedures, under which:

   -- the Court is scheduled to approve the bid procedures on
      Jan. 8.

   -- competing bids are due Jan. 14, and

   -- an auction will be conducted Jan. 15.

Mr. Rochelle, notes that Linens has signed a purchase agreement
with Gordon Brothers Retail Partners LLC and Hilco Merchant
Resources LLC, who were among the liquidators conducting the
going-out-of-business sales.  Gordon and Hilco have agreed to
purchase the intellectual property for $1 million cash plus a 25%
interest in the equity of the company that takes ownership of the
property.  The liquidators, according to the report, will pay
costs to cure contract defaults and assume specified debt.

As reported by the Troubled Company Reporter on Oct. 22,
liquidators have started selling off merchandise and inventory at
371 Linens 'n Things stores that remain open.  Judge Christopher
Sontchi approved a joint offer by a group of liquidators that
guaranteed at least $475,500,000 in proceeds from a going-out-of-
business sale at the stores.  Linens 'n Things set an October 14
auction to consider bids to liquidate, partially or all, of its
assets, or buy its business as a going concern.  No other
qualified bid, however, was received by Oct. 13, other than the
joint bid of Gordon Brothers Retail Partners, LLC, Hilco Merchant
Resources, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC,
Hudson Capital Partners, LLC, and Great American Group, LLC.

The liquidation comes five months after Linens 'n Things Inc., and
its affiliates and subsidiaries, which comprised the
second largest specialty retailer of home textiles in North
America, sought bankruptcy protection from creditors.  LNT's
original plan was to shed off 120 underperforming stores, but
keep most of its 589-store portfolio in the U.S. and Canada open.
However, further deterioration of the economy in the U.S., and
tight deadlines set by banks who gave the Clifton, New Jersey-
based retailer $700,000,000 to fund its restructuring, pushed the
company to close more stores, and ultimately fold up.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


MARITZA CAINS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Maritza Casiano Cains
        aka Maritza Casiano Kains
        PO Box 195494
        San Juan, PR 00919

Bankruptcy Case No.: 08-07977

Chapter 11 Petition Date: November 25, 2008

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

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Teresa M. Lube Capo, Esq.
                  Lube & Soto Law Office
                  702 Calle Union APT G-1
                  Condominio Unimar
                  San Juan, PR 00907-4202
                  Tel: (787) 722-0909
                  Fax: (787) 977-1709
                  Email: lubeysoto@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.


MEDIACOM COMMUNICATIONS: Grants Stock Options to Some Executives
----------------------------------------------------------------
Mediacom Communications Corporation disclosed in a regulatory
filing with the Securities and Exchange Commission that the
Compensation Committee granted stock options and restricted stock
units to certain of the company's named executive officers.

The Compensation Committee granted to these executive officers
stock options under the company's 2003 Incentive Plan at an
exercise price of $3.88 per share, which was the closing price of
the company's Class A common stock on Nov. 12, 2008:

   Mark E. Stephan                 80,000
   John G. Pascarelli              80,000
   Italia Commisso Weinand         60,000
   Joseph E. Young                 60,000

The options will vest on Nov. 12, 2012, and will expire on
Nov. 11, 2018.

The Compensation Committee granted to the named executive officers
restricted stock units under the company's 2003 Incentive Plan:

   Mark E. Stephan                 80,000
   John G. Pascarelli              80,000
   Italia Commisso Weinand         60,000
   Joseph E. Young                 60,000

The restricted stock units will vest on Nov. 12, 2012.

                  About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

For three months ended Sept. 30, 2008, the company reported net
income of $2.19 million compared to net loss of $34.73 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $7.50 million compared to net loss of $58.25 million for the
same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3.68 billion and total liabilities of $3.96 billion, resulting
in a stockholders' deficit of about $280.00 million.

As of Sept. 30, 2008, the company's total debt was $3.26 billion.
Of this amount, $117.90 million matures within the year ending
Sept. 30, 2009. During the nine months ended Sept. 30, 2008, the
company paid cash interest of $167.00 million, net of capitalized
interest.  As of Sept. 30, 2008, about 68.3% of its outstanding
indebtedness was at fixed interest rates or subject to interest
rate protection.


MICHAEL BERRIE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael G. Berrie
        809 Piney Bluff Rd.
        Waverly, GA 31565

Bankruptcy Case No.: 08-21414

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Southern District of Georgia

Debtor's Counsel: Robert H. Baer, Esq.
                  Law Office of Robert H. Baer
                  P.O. Box 1792
                  Brunswick, GA 31521
                  Tel.: (912) 264-3120
                  Fax : (912) 265-8337
                  Email: robertbaer@bellsouth.net

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

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

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

             http://bankrupt.com/misc/gasb08-21414.pdf

The petition was signed by Michael G. Berrie.


MORTGAGEBROKERS.COM: Sept. 30 Balance Sheet Upside Down by $2MM
---------------------------------------------------------------
For the three-month period ended Sept. 30, 2008,
MortgageBrokers.com Holdings, Inc., posted a net loss of $562,510.
For the nine-month period ended September 30, 2008, the company
generated a net loss of $186,100.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,719,415 and total liabilities of $3,730,238,
resulting in total stockholders' deficit of $2,010,823.

Alex Haditaghi, president, secretary and director, disclosed in a
regulatory filing with the Securities and Exchange Commission that
the company's ability to continue as a going concern is contingent
upon its ability to secure additional debt or equity financing,
continue to grow sales of its services and achieve profitable
operations.  "Management's plan is to secure additional funds
through future debt or equity financings.  Such financings may not
be available or may not be available on reasonable terms to the
company.  The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our
current stockholders.  Obtaining commercial loans, assuming those
loans would be available, will increase our liabilities and future
cash commitments."

"The company has devoted substantially all of its efforts to
establishing its current business.  Management continues to
developed and execute its business model, business plans and
strategic marketing plans which includes:

   -- organization of the company and divisions;

   -- identification of the company's sales channels and
      associated supply chain;

   -- development of marketing strategic plans and sales
      execution strategies;

   -- preparation of a financial plan, risk and capital structure
      planning models, and mortgage origination 'book of
      business' models;

   -- hiring mortgage sales agents to build its national sales
      force and continuing to develop our referral relationship;

   -- developing cash flow forecasts and an operating budget;

   -- identifying markets to raise additional equity capital and
      debt financing;

   -- embarking on research and development activities;

   -- performing employment searches and preparing agent
      contracts; and

   -- recruiting and hiring technicians, management and industry
      specialists."

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36f2

                     About MortgageBrokers.com

MortgageBrokers.com Holdings, Inc. was incorporated under the laws
of Delaware on February 6, 2003 as MagnaData, Inc. and was
initially established for the purposes of providing consulting and
technical support to internet service providers to develop e-
commerce market intelligence services.  In February 2005, the
company's name was changed to MortgageBrokers.com Holdings, Inc.

Mortgage brokerage operations are presently conducted through the
Company's subsidiaries, Mortgagebrokers.com Inc. and
MortgageBrokers.com Financial Group of Companies, Inc., in Canada
only.  The planned operations of the company consist of becoming a
financial services company centered around mortgage finance,
brokerage, sales and consulting in Canada, the United States and
the European Union.


NAVDEEP JAGGI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Navdeep Jaggi
        1551 West Ave. O12
        Palmdale, CA 93551

Bankruptcy Case No.: 08-20343

Chapter 11 Petition Date: December 18, 2008

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Louis J. Esbin, Esq.
                  27201 Tourney Rd., Ste. 122
                  Valencia, CA 91355-1804
                  Tel.: (661) 254-5050
                  Fax : (661) 254-5252
                  Email: Esbinlaw@sbcglobal.net

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Navdeep Jaggi.


NETVERSANT SOLUTIONS: To Sell Assets to Lender Patriarch Partners
-----------------------------------------------------------------
NetVersant Solutions Inc. will sell its assets to its secured
lenders, led by Patriarch Partners, after it received no competing
bids for its assets, Bloomberg's Bill Rochelle reports.

As reported by the Troubled Company Reporter on December 12, 2008,
the Hon. Peter J. Walsh of the United States Bankruptcy for the
District of Delaware approved bidding procedures for the sale of
substantially all of the Debtors' assets.  All bids for the
Debtors' assets were due Dec. 15, 2008, and an auction was to take
place at the offices of Morris, Nichols, Arsht & Tunnel LLP at N.
Market St., 18th floor in Wilmington, Delaware, on Dec. 17,
followed by a sale hearing on Dec. 19.

NetVersant entered into an asset purchase agreement with
Patriarch, which allowed it to further market test its assets.
According to Mr. Rochelle, no additional qualified bids were
submitted at the auction.

The sale of the assets is subject to Court approval.

Patriarch Partners will release certain of its secured claims as
part and will assume certain liabilities as consideration to the
Debtor.

NetVersant, according to Mr. Rochelle, owes $110 million on a
credit agreement secured by substantially all of its assets.

When they sought approval of the bidding procedures, the Debtors
told the Court that the sale of their assets would relieve their
business of their current substantial debt and other liabilities.
The implementation of these operational changes enable their
business to be profitable, the Debtor said.  The Debtors also told
the Court they expect to close the sale by Jan. 16, 2009.

                   About NetVersant Solutions

Headquartered in Houston, Texas, NetVersant Solutions, Inc. --
http://www.netversant.com/-- provides wireless network
infrastructure services.  The company also provides an array of
voice, video and data communication services.  The company and 20
of its affiliates filed for Chapter 11 protection on November 19,
2008 (Bankr. D. Del. Lead Case No. 08-12973).  Daniel B. Butz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell, represents the Debtors in their restructuring efforts.

The Debtor selected Porter & Hedges LLP as local counsel.  When
they filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


NEVADA UENO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Nevada Ueno Mita LLC
        OneCap Partners 2 LLC
        5440 West Sahara Avenue, Third Floor
        Las Vegas, NV 89146

Bankruptcy Case No.: 08-25487

Type of Business: The Debtor is a single asset real estate
                  debtor.

Chapter 11 Petition Date: December 26, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777
                  mdawson@lvcoxmail.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor does not have any creditors who are not insiders.

The petition was signed by Michael Hesser, managing member and
president of the company.


NEXCEN BRANDS: Sells Bill Blass Unit to Peacock for $10,000,000
---------------------------------------------------------------
NexCen Brands, Inc., has been in active discussions to sell its
Bill Blass licensing business as part of its announced
restructuring plan which is centered on the company's franchising
business.

NexCen Brands, Inc., and its subsidiaries -- NexCen Fixed Asset
company, LLC, NexCen Brand Management, Inc., Bill Blass Holding
Co., Inc., Bill Blass Licensing Co., Inc., Bill Blass Jeans, LLC
and Bill Blass International LLC -- sold substantially all of the
assets of the Bill Blass licensing business to Peacock
International Holdings, LLC, a New York limited liability company
on December 24, 2008.

The disposition was completed pursuant to the terms of an Asset
Purchase Agreement dated December 24, 2008.  Peacock agreed to
purchase the assets for roughly $10 million in cash.

The Purchase Agreement contains customary representations,
warranties and covenants.  Subject to limited exceptions for
specified representations that are subject to extended survival,
the representations and warranties of the company, the Sellers and
Buyer will survive the closing for one year.  Indemnification
claims are generally capped at $2.25 million and are subject to a
minimum claim amount of $25,000 and a $200,000 aggregate threshold
-- with claims payable from dollar one once the aggregate exceeds
this threshold.  The limits do not apply to claims based on fraud.

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated,
"The completion of the sale of Bill Blass is an important final
step in the execution of our strategy to divest certain non-core
assets and focus exclusively on our franchising business.  We are
gratified by the ongoing support of our lender as we continue to
execute on our revised business strategy.  As we look forward to
2009, we now are fully focused on our seven franchised brands in
the retail and quick service restaurant sectors."

A full-text copy of the purchase agreement is available at no
charge at:

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

On December 4, 2008, Marvin Traub, a member of NexCen Brands'
board of directors, resigned from his position as a director and
as a member of the company's compensation committee.  In
connection with Mr. Traub's resignation, the board by resolution
reduced the size of the board from six members to five.

                      About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

NexCen Brands has received additional notification from The Nasdaq
Stock Market that the company is not in compliance with the
continued listing requirement of Nasdaq Marketplace Rule
4310(c)(14) due to its failure to file its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2008.

The company is seeking to amend its Annual Report on Form 10-K for
the year ended Dec. 31, 2007, and its Quarterly Reports on Form
10-Q for the periods ended March 31, 2008 and June 30, 2008.  At
this time, the company anticipates that it will complete these
filings in the first quarter of 2009.

                         *     *     *

As reported by the Troubled Company Reporter on May 21, 2008, the
company believes that there is substantial doubt about its ability
to continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NEXCEN BRANDS: Bill Blass Sale Prompts Amendment to BTMU Facility
-----------------------------------------------------------------
In connection with the sale of the assets related to the Bill
Blass licensing business, NexCen Brands, Inc. amended on
December 24, 2008, the  bank credit facility by and among NexCen
Holding Corp., a wholly owned subsidiary of the company, certain
of the company's subsidiaries, and  BTMU Capital Corporation.

The amendment modifies certain provisions of the Facility that
would have otherwise been applicable because the net proceeds from
the sale of the Bill Blass licensing business are not sufficient
to fully redeem the original note issued under the Facility and
related to the Bill Blass licensing assets.  After application of
the net proceeds from the sale to the partial redemption of
principal and the payment of accrued and unpaid interest on the
original note related to the Bill Blass licensing assets, the
remaining principal balance of the original note will be
approximately $14.2 million.  Under the terms of the Facility, the
remaining note converted into a deficiency note that bears
interest at an annual rate of 15% and matures on January 1, 2010.
The amendment modifies the terms of the deficiency note and
addresses certain related matters.

The key provisions of the amendment include:

   -- the maturity date of the deficiency note has been extended
      from January 1, 2010 to July 31, 2013;

   -- scheduled principal payment obligations related to the
      deficiency note have been deferred until maturity of the
      note and a payment-in-kind interest feature was added to
      defer interest payments during the term of the deficiency
      note; and

   -- BTMUCC's contingent right to receive warrants to purchase
      2.8 million shares of common stock of the company has been
      amended so that the existence of the deficiency note on
      and after March 31, 2009 will not be trigger the issuance
      of such warrants to BTMUCC.

A full-text copy of the Second Amendment to Amended and Restated
Security Agreement with BTMU Capital Corporation dated December
24, 2008, is available at no charge at:

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

                      About NexCen Brands

NexCen Brands Inc. (NASDAQ: NEXC) -- http://www.nexcenbrands.com/
-- acquires and manages global brands, generating revenue through
licensing and franchising.  The company own and license the Bill
Blass and Waverly brands, well as seven franchised brands.  Two
franchised brands -- The Athlete's Foot and Shoebox New York --
sell retail footwear and accessories.  Five are quick-service
restaurants -- Marble Slab Creamery, MaggieMoo's, Pretzel Time,
Pretzelmaker, and Great American Cookies.

The company licenses and franchises its brands to a network of
leading retailers, manufacturers and franchisees that generate
$1.3 billion in retail sales in more than 50 countries around the
world.  The franchisees operate approximately 1,900 franchised
stores. Franchisee support and training is provided at NexCen
University, a state-of-the-art facility located in Atlanta.

NexCen Brands has received additional notification from The Nasdaq
Stock Market that the company is not in compliance with the
continued listing requirement of Nasdaq Marketplace Rule
4310(c)(14) due to its failure to file its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2008.

The company is seeking to amend its Annual Report on Form 10-K for
the year ended Dec. 31, 2007, and its Quarterly Reports on Form
10-Q for the periods ended March 31, 2008 and June 30, 2008.  At
this time, the company anticipates that it will complete these
filings in the first quarter of 2009.

                         *     *     *

As reported by the Troubled Company Reporter on May 21, 2008, the
company believes that there is substantial doubt about its ability
to continue as a going concern, and pending completion of an
independent review, that this substantial doubt also may have
existed at the time the company filed its 2007 10-K.  The audit
committee of the company's Board of Directors has retained
independent counsel to conduct an independent review of the
situation.

The company has concluded that its 2007 financial statements
should no longer be relied upon and no reliance should be placed
upon KPMG's audit report dated March 20, 2008, or its report dated
March 20, 2008 on the effectiveness of internal control over
financial reporting as of Dec. 31, 2007, as contained in the
company's 2007 10-K.

NexCen also announced that it is actively exploring all strategic
alternatives to enhance its liquidity, including potential capital
market transactions, the possible sale of one or more of its
businesses, and discussions with the company's lender.  In
addition, the company will take immediate steps to reduce
operating expenses.


NORBRECK LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NorBreck, LLC
        10 Faraday
        Irvine, CA 92618

Bankruptcy Case No.: 08-18409

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Marc J. Winthrop, Esq.
                  660 Newport Center Dr., Ste. 400
                  Newport Beach, CA 92660
                  Tel.: (949) 720-4100
                  Email: pj@winthropcouchot.com

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

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

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

             http://bankrupt.com/misc/cacb08-18409.pdf

The petition was signed by John D. Gantes.


NORTHWESTERN CORP: PSC Slaps $750,000 Fine on Violations
--------------------------------------------------------
The Montana Public Service Commission voted 5-0 on December 23,
2008, to find NorthWestern Corporation in violation of the
"limited investment basket cap" provisions of its 2004 Bankruptcy
Stipulation.  In a rare move, the PSC also voted to seek the
recovery of more than $750,000 in related fines from the company
in District Court.

Concluding an investigation which began in April, the PSC
determined the company violated the Stipulation and related
requirements when obtaining the financing for the purchase of
Colstrip Unit 4.  The specific violations are borrowing money for
improper purposes, investing more than it is allowed to invest in
non-utility activities, and improperly supporting borrowing by a
subsidiary.  If the District Court agrees with the PSC findings,
NWE could be fined $765,000 for violations over the course of 22
months.

Hearing on the company's compliance with the Bankruptcy
Stipulation began September 24, 2008.

According to the PSC, a significant component of the bankruptcy
agreement relies on the "ring-fencing" concept.  The idea, the PSC
explained, is to separate and insulate public utility assets,
facilities, and operations from risks associated with non-utility
ventures of the Corporation.  For example, parent company public
utility debt cannot be used for non-utility investment purposes.

Colstrip Unit 4 is a coal-fired generation plant east of Billings,
in Montana.  Northwestern rejects the Consumer Counsel's case,
stating it has followed all of the requirements fully.

Made up of 5 elected commissioners, the PSC works to ensure that
Montanans receive safe and reliable service from regulated public
utilities while paying reasonable rates.  Utilities regulated by
the PSC generally include private investor owned natural gas,
electric, telephone, water, and sewer companies. In addition, the
PSC regulates certain motor carriers, and oversees natural gas
pipeline safety and intrastate railroad safety.

                    About NorthWestern Energy

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts.  Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.

NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware.  The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004.  On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.


OSCIENT PHARMA: NASDAQ Extends Temporary Suspension to 90 Days
--------------------------------------------------------------
Oscient Pharmaceuticals Corporation has received notification
from NASDAQ OMX that NASDAQ has extended by 90 days the temporary
suspension of the rules requiring a minimum market value of
publicly held shares and a minimum $1 closing bid price given
the current extraordinary market conditions,

As a result of the suspension, all companies presently in the
compliance process will remain at that same stage of the process;
however, companies can regain compliance during the suspension
period.  NASDAQ will not take any action to delist any security
for these concerns during the suspension period; the rules will be
reinstated on Monday, April 20, 2009.

On Oct. 3, 2008, the company said that pursuant to Marketplace
Rule 4310(c)(8)(B), it had 90 calendar days to regain compliance
with the MVPHS requirement.  The company estimates it will have
until July 6, 2009, to regain compliance by evidencing a minimum
$15 million MVPHS for 10 consecutive business days.

However, if it fails to regain compliance with the MVPHS
requirement by July 6, 2009, the company will receive written
notification of delisting from NASDAQ and at that time will be
entitled to request a hearing before a NASDAQ Listing
Qualifications Panel to present its plan to regain compliance
with the MVPHS requirement.

The NASDAQ notice has no effect on the listing of the Company's
common stock on The NASDAQ Global Market at this time.

Oscient Pharmaceuticals Corporation, a commercial-stage
biopharmaceutical company, sells and markets products to
community-based primary care physicians through its primary care
sales force in the United States. The Company is headquartered in
Waltham, Mass.


PALMS OF TREASURE ISLAND: Files for Bankruptcy in Florida
---------------------------------------------------------
The Palms of Treasure Island LLC sought Chapter 11 protection from
its creditors in the United States Bankruptcy Court for the Middle
District of Florida after selling a few units along Gulf
Boulevard, according to Business Journal.

The company listed assets and debts more than $10 million in its
filing, the report says.

The company's 36-unit condominium located at 10315 Gulf
Boulevard, which was build in 2007 after the developer obtained a
$7.5 million mortgage in 2004 representing 207,600 per unit,
Business Journal citing records from Pinellas County.  Record
shows, the report says, 10 units were sold up to beginning of this
year averaging $376,700 and the most expensive selling for
$565,000

The company owes $185,000 to Palms of Treasure Island Condominium
Association and #385,000 to host of other unsecured creditors,
Business Journal citing papers filed with the Court.

A meeting of the company's creditors is scheduled for Jan. 16,
2009, at 1:30 p.m. at the courthouse, 501 E. Polk St., Business
Journal notes.

Palms of Treasure Island LLC -- http://thepalmsofti.com/and
http://thepalmsoftreasureisland.com-- operates condominium units.


PALMS OF TREASURE ISLAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: The Palms of Treasure Island, LLC
        9515 N. Trask St.
        Tampa, FL 33624

Bankruptcy Case No.: 08-20354

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Don M Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel.: (813) 229-0144
                  Fax : (813) 229-1811
                  Email: dstichter.ecf@srbp.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Edward Curtin, Manager of the company.


PARENT CO: Files for Bankruptcy; DE Shaw Assumes Bank Debt
----------------------------------------------------------
The Parent Company and its nine affiliates filed for chapter 11
bankruptcy protection on December 28, 2008, before the U.S.
Bankruptcy Court for the District of Delaware.

In a regulatory filing with the Securities and Exchange
Commission, the company held that it has experienced a significant
reduction in revenues that has adversely affected current results
of operations and liquidity.  This reduction is the result of
recent industry and macroeconomic conditions, including weak
consumer confidence and spending, along with credit limitations
imposed by the company's vendors and lenders, which has resulted
in the company being unable to obtain appropriate levels of
inventory to support consumer demand through the holiday season.
The developments impact the company's liquidity and consequently
raise substantial doubt about the company's ability to continue as
a going concern.

The company had said it continues to pursue a variety of strategic
initiatives and restructuring alternatives, including a potential
sale of all or a portion of its business, or seeking protection of
the bankruptcy courts.  The company said it continues to monitor
working capital availability and capital resources, and the
company's ability to maintain working capital and capital
resources will have a significant impact on the ultimate
resolution of the company's current liquidity situation and the
timing of any potential actions in response to the situation.
There can be no assurance that the company will successfully be
able to resolve its current liquidity situation.

In a September filing with the SEC, the company disclosed that
as of August 2, 2008, its principal source of liquidity was a
$25 million revolving credit line.  The company said it has a
$25 million term loan facility with Laminar Direct Capital,
L.L.C., an affiliate of D. E. Shaw Laminar Acquisition Holdings 3,
L.L.C., who holds a majority of the company's common shares -- $10
million of which has been funded, and the remaining $15 million of
which is subject to various conditions, including Laminar Direct's
consent.  Assuming the company obtains Laminar Direct's funding of
the remaining $15 million term loan, the company said it believes
the facilities are sufficient to enable it to fund operating
expenses and capital expenditures and enhance its strategic
initiatives for the next 12 months.

                   DE Laminar Assumes Bank Debt

On December 1, 2008, the company's aggregate revolving exposure
under the $25,000,000 credit agreement dated as of October 12,
2007, as amended, among the company and its subsidiaries
BabyUniverse, Inc., eToys Direct, Inc., PoshTots, Inc., Dreamtime
Baby, Inc. and My Twinn, Inc., as co-borrowers; eToys Direct 1,
LLC, eToys Direct 2, LLC, eToys Direct 3, LLC and Gift
Acquisition, L.L.C., as guarantors; and The CIT Group/Business
Credit, Inc., as administrative agent, collateral agent and sole
lender, exceeded the borrowing base, resulting in an overadvance.
CIT demanded that the Borrowers immediately repay the overadvance
and the Borrowers advised CIT that they were currently unable to
repay such overadvance.

On December 4, 2008, the company and its subsidiaries and CIT
entered into a letter agreement, pursuant to which the company
made certain representations, warranties and covenants to induce
CIT to continue to make revolving loans to the Borrowers, permit
the overadvance to remain outstanding and refrain from exercising
CIT's rights and remedies.  Among other things, the company agreed
to (i) deliver weekly borrowing base certificates to CIT on
December 8 and 15, 2008 and (ii) not permit the outstanding
principal amount of the revolving loans to exceed certain maximum
principal balances or the overadvance to exceed certain maximum
amounts.

CIT agreed to continue to consider requests from the Borrowers for
additional revolving loans through December 8, 2008, subject to
the company' compliance with the covenants, provided however, that
CIT reserved its right at any time to refuse to make additional
revolving loans and to exercise its rights and remedies.
Management engaged in active discussions, with respect to funding
and additional credit availability, with CIT and Laminar Direct.

A full-text copy of the Letter Agreement dated December 4, 2008,
is available at no charge at:

              http://ResearchArchives.com/t/s?36f0

The company and its subsidiaries and CIT entered into a letter
agreement dated December 10, 2008, relating to an existing event
of default under the credit agreement dated as of October 27,
2007, as amended, resulting from the Borrowers' inability to repay
the overadvance.  Pursuant to the letter agreement, CIT agreed to
continue to make revolving loans to the Borrowers, permit the
overadvance to remain outstanding, and forbear from exercising its
default-related rights and remedies until the earliest of:

   (i) December 12, 2008,

  (ii) occurrence of any additional default or event of default
       under the credit agreement (other than the existing event
       of default),

(iii) the failure of any Loan Party or D. E. Shaw Laminar
       Lending, Inc., to comply with their obligations under
       the letter agreement with the company or the letter
       agreement dated December 11, 2008, between CIT and Laminar
       Lending, and

  (iv) the taking of any action by or on behalf of Laminar
       Lending to repudiate or revoke (or attempt to repudiate
       or revoke) or contest the validity or enforceability of
       the Limited Guaranty of the obligations under the credit
       agreement made by Laminar Lending in favor of CIT.

To induce CIT to enter into the letter agreement, the company made
certain representations, warranties and covenants to CIT,
including, among others, to not permit the outstanding principal
amount of the revolving loans to exceed certain maximum principal
balances or permit the amount of the overadvance to exceed certain
maximum amounts.

On December 12, 2008, CIT assigned its interest in the outstanding
loan to D. E. Shaw Laminar Portfolios, L.L.C.

The company, CIT, as existing lender, administrative agent and
collateral agent under the credit agreement, Laminar Lending,
Laminar Portfolios, as successor lender under the credit
agreement, and D. E. Shaw Laminar Lending 3 (C), L.L.C., as
successor administrative agent and collateral agent under the
credit agreement, then entered into an assignment and acceptance
agreement relating to the revolving commitment and outstanding
loans under the credit agreement.  On the terms and subject to the
conditions set forth in the assignment and acceptance agreement,
effective as of December 12, 2008:

   (i) Laminar Portfolios purchased and assumed all of CIT's
       rights and obligations, as existing lender, in and to the
       revolving commitment and all outstanding revolving loans
       under the credit agreement,

  (ii) CIT resigned as administrative agent and collateral agent
       under the credit agreement and related loan documents,

(iii) Laminar Portfolios and the company appointed the Successor
       Agent as administrative agent and collateral agent under
       the credit agreement and related loan documents, and

  (iv) the Successor Agent accepted the assignment of all
       estates, liens, properties, rights, powers and duties of
       CIT, as existing administrative agent and collateral
       agent, under the loan documents (other than certain
       surviving rights of CIT thereunder).

In consideration for the assignment of the revolving loans,
Laminar Portfolios paid CIT $11,971,501, representing the
outstanding principal balance of such loans, together with accrued
and unpaid interest thereon, and related commitment fees and wire
transfer fees.

A full-text copy of the Letter Agreement dated December 10, 2008
and effective December 11, 2008, among The Parent Company, the
additional Borrowers, the Guarantors, and The CIT Group/Business
Credit, Inc. as administrative agent, collateral agent and sole
lender, is available at no charge at:

              http://ResearchArchives.com/t/s?36f1

A full-text copy of the Assignment and Acceptance Agreement dated
as of December 12, 2008, among The Parent Company, the additional
Borrowers named therein, the Guarantors named therein, The CIT
Group/Business Credit, Inc., as existing administrative agent,
collateral agent and sole lender, D. E. Shaw Laminar Portfolios,
L.L.C., as successor lender, D. E. Shaw Laminar Lending 3 (C),
L.L.C., as successor administrative agent and collateral agent,
and D. E. Shaw Laminar Lending, Inc., is available at no charge
at:

              http://ResearchArchives.com/t/s?36f3

On December 12, 2008, Barry Hollingsworth, the company's Chief
Financial Officer, was put on administrative leave with pay.  Mike
Wagner, the company's Chief Executive Officer, assumed the role of
Acting Chief Financial Officer during Mr. Hollingsworth's leave of
absence.

Based in Denver, Colorado, The Parent Company sells toys, baby
products, video games, electronics, party goods, movies and videos
online through eToys.com and KBtoys.com.  Parent Co. operates
under a licensing agreement with KB Holdings, LLC, and has
established strategic retail relationships with the online stores
of major national retailers, such as Amazon, Buy.com, Kmart,
Macys, QVC and Sears.  Through the BabyUniverse, Dreamtime Baby
and Posh Tots Web sites, Parent Co. sells brand-name baby, toddler
and maternity products.  Its three eContent sites include
BabyTV.com, PoshCravings.com and ePregnancy.com, all of which
provide content and social networking applications targeted to
mothers and expectant mothers.

On October 12, 2007, BabyUniverse, Inc. completed a merger with
eToys Direct, Inc. pursuant to which Baby Acquisition Sub, Inc.,
or Merger Sub, which was a wholly owned direct subsidiary of
BabyUniverse, merged with and into eToys Direct, with eToys Direct
thereupon becoming a wholly-owned direct subsidiary of
BabyUniverse and the surviving corporation in the merger.

On March 7, 2001, eToys, Inc., filed for Chapter 11 in Delaware
(Case Nos. 01-706(MFW) through 01-709 (MFW)).  eToys and its then-
affiliates filed a First Amended Consolidated Liquidating Plan of
Reorganization of EBC I, Inc., f/k/a eToys, Inc. and its
Affiliated Debtors and Debtors-in-Possession dated August 5, 2002,
and a Disclosure Statement accompanying the plan.  The Plan
provided for the sale of eToys' assets to be used to settle
creditor claims, and the ultimate dissolution of the company.  On
November 4, 2002, the Court entered an order confirming the Plan.
All voting classes voted overwhelmingly to accept the Plan.  The
Effective Date of the Plan was November 5, 2002.

Parent Co., as of August 2, 2008, had $95,582,085 in total assets,
and $30,073,056 in total liabilities.  The company also had
$82,220,324 in accumulated deficit.  The company reported a
$7,583,774 net loss for the three months ended, and $13,964,356
net loss for the six months ended August 2, 2008.

In papers filed with the bankruptcy court, the Debtors disclosed
$20,633,447 in total assets, and $35,722,280 in total liabilities
as of December 22, 2008.

Parent Co. has not filed its quarterly report on Form 10-Q for the
period ended November 1, 2008.


PARENT CO: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EToys Direct 1, LLC
        717 17th Street, Suite 1300
        Denver, CO 80202

Bankruptcy Case No.: 08-13412

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
The Parent Company                                 08-13413
BabyUniverse, Inc.                                 08-13414
Dreamtime Baby, Inc.                               08-13415
EToys Direct, Inc.                                 08-13416
PoshTots, Inc.                                     08-13417
EToys Direct 2, LLC                                08-13418
EToys Direct 3, LLC                                08-13419
Gift Acquisition, L.L.C.                           08-13420

Type of Business: The Debtors sell toys and children's
                  products through their Web sites.  Debtor-
                  affiliate Parent Company is publicly traded on
                  the NASDAQ under the ticker symbol KIDS.  The
                  Debtors lease two distribution centers in
                  Blairs, Virginia, which holds inventory and
                  ship products, and Ringgold, Virginia, which is
                  used primarily for ship-alone items off-site
                  storage.

                  See: http://www.etoys.com/

Chapter 11 Petition Date: December 28, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Michael Seidl, Esq.
                  mseidl@pszyj.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Financial Advisor: Clear Thinking Group LLC

Claims Agent: Omni Management Group LLC

Chief Restructuring Officer: Gibson & Rechan LLC

Debtors' financial position as of December 22, 2008:

Total Assets: $20,633,447

Total Debts: $35,722,280

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
UPS                            trade             $3,115,571
Attn: Jan Doering
Lockbox 577
Carol Stream, IL 60132-0577
Tel: (630) 628-4923
Fax: (630) 628-4985

Quad/Graphics Inc.             trade             $1,972,976
Attn: Rosie
75 Remittance Drive
Suite 6400
Chicago, IL 60675-6400
Tel: (414) 566-2796
Fax: (414) 566-4655

Zhejaing Xinyun Wood           trade             $660,329
Industry Group Co. Ltd.
Attn: Jian Zhang
No. 378 Zhongshand Road
Yunhe, Zhejiang China
Tel: 0578-5129829

Step 2 Corporation             trade             $341,591

Google Inc.                    trade             $267,446

Madd International Ltd.        trade             $249,503

WMK Walthers Inc.              trade             $216,839

Linkshare Corporation          trade             $216,569

Technical Traffic Consultants  trade             $190,079

Tek Nek Toys (HK) Ltd.         trade             $180,607

King State Corp.               trade             $180,334

Ernts & Young LLP              trade             $180,000

Wow Wee Group Limited          trade             $162,099

WNR Industries Ltd.            trade             $150,017

National Products Limited      trade             $144,948

Riverwalk Owner LLC            trade             $130,978

Baker & Taylor                 trade             $130,943

Manhattan Associates Inc.      non-trade         $129,393

Hasbro Toy Group               trade             $126,206

Oregon Scientific Inc.         trade             $123,108

Milton Bradley Company         trade             $122,084

Yahoo! Search Marketing        non-trade         $121,952

Bowless LLC                    non-trade         $119,530

Jakks Pacific Inc.             trade             $117,673

Manley Toys Ltd.               trade             $114,677

Epsilon Data Management        non-trade         $110,188

Uncle Milton Industries Inc.   trade             $102,177

UPS Expedited Mail Services    non-trade         $98,809
Inc.

Realtoy International Ltd.     trade             $97,500

Radio Flyer Inc.               trade             $97,121

DHL Express (USA) Inc.         non-trade         $92,412

First Act Inc.                 trade             $90,872

Spin Master Toys               trade             $90,320

Britax Safety                  trade             $88,200

Lexibook Ltd.                  trade             $88,113

Toy State Industrial Ltd.      trade             $83,204

Moose Mountain Toymakers       trade             $82,529
Limited

Chicco USA Inc.                trade             $75,792

Toy Island                     trade             $75,631

Learning Resources Inc.        trade             $73,987

The petition was signed by Michael J. Wagner, chief executive
officer and president of the Parent Company.


PAUL FLORES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paul Flores
        375 Louise CT
        Milpitas, CA 95035

Bankruptcy Case No.: 08-57373

Chapter 11 Petition Date: December 18, 2008

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Sidney C. Flores, Esq.
                  Law Offices of Flores and Barrios
                  97 E St. James St. #102
                  San Jose, CA 95112
                  Tel.: (408) 292-3400
                  Email: floreslawfirm@yahoo.com

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

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

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

             http://bankrupt.com/misc/canb08-57373.pdf

The petition was signed by Paul Flores.



PILGRIM'S PRIDE: Names Don Jackson as Chief Executive Officer
-------------------------------------------------------------
Pilgrim's Pride Corp. named Dr. Don Jackson as the company's chief
executive officer and chief operating officer following the
resignation of Clint Rivers, former president and CEO, and Robert
A. Wright, former COO.  The company said the appointment was made
in an effort to bring a fresh perspective to the company and to
maximize opportunities available to company through its
restructuring.

The Debtors has asked the U.S. Bankruptcy Court for the Northern
District of Texas to approve Dr. Jackson's employment.

"As Pilgrim's Pride begins the reorganization process, we believe
the company and its stakeholders would be best served by a fresh
perspective on the opportunities available to us through
restructuring," said Lonnie "Bo" Pilgrim, senior chairman of
Pilgrim's Pride. "Don Jackson is a proven leader with the
essential skills and industry insight to position Pilgrim's Pride
to emerge from Chapter 11 as a stronger, more efficient, and more
focused company."

Mr. Pilgrim added: "Clint and Bob have both made tremendous
contributions throughout their careers at Pilgrim's Pride, and we
are grateful for their commitment and dedicated service during a
very difficult time for our company and our industry.  We wish
both of them continued success in their careers."

Pursuant to the Employment Agreement, Dr. Jackson's annual
starting base salary is $1,500,000, plus many other benefits and
entitlements during his employment term, which will expire on the
third anniversary of the date the Court enters an order approving
the Employment Agreement.

A sign-on bonus of $3,000,000 payable upon, and within five
business days of the effective date of the Employment Agreement
will be given to Dr. Jackson, which must be paid must be repaid
on a pro-rata basis if the Employment Agreement is terminated for
cause by the Company or without good reason by Dr. Jackson during
the term of the Employment Agreement.

Dr. Jackson will also be granted 3,085,656 shares of PPC's common
stock on January 1, 2009, or within one day of the effective date
of the Employment Agreement, whichever is later.  The Shares will
be subject to forfeiture on a pro-rata basis if the Employment
Agreement is terminated for cause or without good reason during
the Term.  During the Term, Dr. Jackson must hold at least 50% of
the Shares that are not subject to forfeiture.

Dr. Jackson will further be entitled to receive other
compensation like:

  (a) a Reorganization Bonus in an amount not to exceed
      $2,000,000 upon confirmation of a plan of reorganization
      of the Company that does not provide for a sale of a
      majority of the Company?s and its subsidiaries? assets,
      provided that a majority of the Company?s assets have not
      been sold under Section 363 of the Bankruptcy Code prior
      to the date of the Plan confirmation; and is subject to
      the Company?s ability to meet certain targets specified
      in the Employment Agreement;

  (b) participation in all incentive, savings, and retirement
      plans, practices, and programs generally applicable to
      other executive personnel of the Company;

  (c) eligibility to participate in the Company?s Executive
      Relocation Policy and Repayment Agreement and all group
      benefits plans and programs the Company may establish for
      its executive employees.

In addition, and notwithstanding anything to the contrary
contained in the Relocation Policy, (a) the temporary
housing period under the Relocation Policy shall be extended
until the earliest of (i) the date on which the plan of
reorganization of the Company is confirmed, (ii) the first
anniversary of the effective date of the Employment Agreement or
(iii) the date Dr. Jackson permanently relocates to Texas.  Dr.
Jackson will be reimbursed for costs and expenses incurred under
the "Trips Home" provision of the Relocation Policy for a trip
home every two weeks up to a  maximum of 26 trips until the
Extension Deadline.

Dr. Jackson will be entitled to an annual vacation, sick leave,
and paid holidays in accordance with the policies established by
the Company for similarly situated employees.

If the Company terminates Dr. Jackson's employment without cause
or for death or permanent disability, or if Dr. Jackson
terminates his employment for good reason, prior to the end of
the Term, (1) he will be paid all accrued and unpaid salary,
incentive compensation, and other compensation through the date
of termination; (2) any prorated portion of the Sign-On Bonus
that he would otherwise have to be repay, will be forgiven and
(3) the Shares will immediately vest and all restrictions thereon
will lapse.

If the Company terminates Dr. Jackson's employment for cause or
if he terminates his employment prior to the end of the Term, he
(1) will be paid all accrued and unpaid salary, incentive
compensation, and other compensation through the date of
termination, (2) will be obligated to repay a pro-rated portion
of the Sign-On Bonus, and (3) will forfeit the remaining Shares
subject to forfeiture.

Dr. Jackson will be subject to non-competition and non-disclosure
agreements during the term of the Employment Agreement and for
two years following the Date of Termination.

A full-text copy of the Employment Agreement is available for
free at http://bankrupt.com/misc/pilgrimspride_ceoemp_agrmnt.pdf

The Board appointed Lonnie Ken Pilgrim, Chairman of the Board, to
serve as interim President of the Company until Dr. Jackson's
appointment is approved by the Court, the company discloses with
the Securities and Exchange Commission.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

A nine-member committee of unsecured creditors has been appointed
in the case.

(Pilgrim's Pride Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S PRIDE: Reports $998.6MM Net Loss for Fiscal Year 2008
---------------------------------------------------------------

                  Pilgrim's Pride Corporation
                   Consolidated Balance Sheet
                    As of September 27, 2008

                           ASSETS

Current Assets:
Cash & cash equivalents                            $61,553,000
Investment in available-for-sale securities         10,439,000
Trade accounts and other receivables,
less allowance for doubtful accounts              144,156,000
Inventories                                      1,036,163,000
Income taxes receivable                             21,656,000
Current deferred taxes                              54,312,000
Prepaid expenses and other current assets           71,552,000
Assets held for sale                                17,370,000
Assets of discontinued business                     33,519,000
                                                --------------
Total current assets                             1,450,720,000

Investment in available-for-sale securities         55,854,000
Other assets                                        51,768,000
Identified intangible assets, net                   67,363,000
Goodwill                                                     -
                                                --------------
Property, plant and equipment, net               1,673,004,000
                                                --------------
Total assets                                    $3,298,709,000
                                                ==============

               LIABILITIES & STOCKHOLDER'S EQUITY

Current Liabilities:
Accounts payable                                  $378,887,000
Accrued expenses                                   448,823,000
Current maturities of long-term debt             1,874,469,000
Liabilities of discontinued business                10,783,000
                                                --------------
Total current liabilities                       2,712,962,000

Long-term debt, less current maturities             67,514,000
Deferred income taxes                               80,755,000
Other long term liabilities                         85,737,000
Commitments and contingencies                                -
Stockholders' equity:
Preferred stock, $.01 per value,
5,000,000 shares authorized
no shares issued                                            -
Common stock, $.01 par value, 160,000,000
shares authorized, 74,055,733  and
66,555,733 shares issued and outstanding
at year end 2008 and 2007 respectively                740,000
Additional paid-in capital                        646,922,000
Accummulated earnings (deficit)                   (317,082,000)
Accummulated other comprehensive income             21,161,000
                                                --------------
Total stockholders' equity                        351,741,000
                                                --------------
Total Liabilities and Stockholders' equity     $3,298,709,000
                                                ==============


                  Pilgrim's Pride Corporation
              Consolidated Statement of Operations
          For the fiscal year ended September 27, 2008

Net Sales                                       $8,525,112,000

Costs and expenses:
Cost of sales                                   8,675,524,000
Operational restructuring charges                  13,083,000
                                                --------------
Gross profit(loss)                                (163,495,000)

Selling general and administrative expenses       376,599,000
Goodwill impairment                               501,446,000
Administrative restructuring charges               16,156,000
                                                --------------
   Total cost and expenses                       9,582,808,000

Operating income(loss)                          (1,057,696,000)

Other expenses(income):
Interest expense                                  134,220,000
Interest income                                    (2,593,000)
Loss on early extinguishment of debt                        -
Miscellaneous, net                                 (2,230,000)
                                                --------------
                                                   129,397,000
Income (loss) from continuing operations
before income taxes                            (1,187,093,000)
Income tax expense(benefits)                      (194,921,000)
                                                --------------
Income(loss) from continuing operations           (992,172,000)
Income (loss) from operations of discontinued
business, net of tax                               (7,312,000)
Gain on disposal of discontinued business,
net of tax                                            903,000
                                                --------------
Net income(loss)                                 ($998,581,000)
                                                ==============


                   Pilgrims' Pride Corporation
                Consolidated Cash Flow Statement
           For the fiscal year ended September 27, 2008

Net cash flows from operating activities:
Net income(loss)                                 ($998,581,000)

Adjustments to reconcile net income(loss)
to cash provided by (used in) operating activities
Depreciation and amortization                     240,305,000
Non-cash loss on early extinguishment of debt               -
Tangible asset impairment                          13,184,000
Goodwill impairment                               501,446,000
Loss(gain) on property disposals                  (14,850,000)
Deferred income taxes                            (195,944,000)
Changes in operating assets and liabilities,
net of the effect of business acquired
Accounts and other receivables                    (19,864,000)
Income tax payable/receivable                      (1,552,000)
Inventories                                      (103,937,000)
Prepaid expenses and other current assets         (23,392,000)
Accounts payable and accrued expenses             (71,293,000)
Other                                              (6,248,000)
                                                --------------
   Cash provided by(used in)
     operating activities                         (680,726,000)

Cash flows from investing activities:
Acquisitions of property, plant and equipment    (152,501,000)
Purchase of investment securities                 (38,043,000)
Procedures from sale or maturity
   of investment securities                         27,545,000
Business acquisition, net of cash acquired                  -
Proceeds from property disposals                   41,367,000
                                                --------------
   Cash provided by(used in) investing
      activities                                  (121,632,000)

Cash flows from financing activities:
proceeds from notes payable to banks                        -
Repayments on notes payable to banks                        -
Proceeds from long-term debt                    2,264,912,000
Payments on long-term debt                     (1,646,028,000)
Changes in cash management obligations             13,358,000
Sale of common stock                              177,218,000
Debt issue costs                                   (5,589,000)
Cash dividends paid                                (6,328,000)
                                                --------------
   Cash provided by (used in)
     financing activities                          797,743,000

Increase(decrease) in cash and cash equivalents     (4,615,000)
Cash and cash equivalents, beginning of year        66,168,000
                                                --------------
Cash and cash equivalent, end of year              $61,553,000
                                                ==============

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

A nine-member committee of unsecured creditors has been appointed
in the case.

(Pilgrim's Pride Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S PRIDE: To Cut 505 Jobs in Live Oak, Fla. in 2009
----------------------------------------------------------
Pilgrim's Pride Corporation, various sources reported, may cut
505 of the 1,400 jobs at its Live Oak, Florida plant.

A statement from the company, dated December 19, 2008, said it
will eliminate second-shift processing operations at the Live Oak
plant between February 17 and March 29, 2009.  The statement
added that "some contract growers and employees in live
operations will also be affected," but did give out an exact
figure.

The company stated that it is taking the action in its "continued
efforts to reduce costs and operate more efficiently," and added
that it is part of a broad-based plan to improve its competitive
position and restore the company to profitability.

The company assured employees that those who are affected by the
layoff will be notified "within the next few weeks" and will
continue to work and be paid until their jobs are officially
eliminated.  Employees, the company statement said, may be given
priority consideration for other Pilgrim's Pride jobs.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

A nine-member committee of unsecured creditors has been appointed
in the case.

(Pilgrim's Pride Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S PRIDE: FMR LLC Discloses 2.33% Equity Stake
-----------------------------------------------------
FMR LLC discloses with the Securities and Exchange Commission
that it is deemed to beneficially own 1,728,161 shares of
Pilgrim's Pride Corp. common stock, which represents 2.334% of
the 74,055,733 shares of PPC common stock outstanding as of
December 11, 2008.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 600 shares or 0.001% of
PPC common stock as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 600
shares owned by the Funds.

FIL Limited, is the beneficial owner of 1,727,561 shares or
2.333% of the Common Stock outstanding of PPC.

Partnerships controlled predominantly by members of the family of
Mr. Johnson own shares of FIL voting stock with the right to cast
approximately 47% of the total votes, which may be cast by all
holders of FIL voting stock.

                    About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
$3,847,185,000, and debts of $2,700,139,000 as of June 28, 2008.

A nine-member committee of unsecured creditors has been appointed
in the case.

(Pilgrim's Pride Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POWERMATE CORP: Inks Confidential Settlement With Lowe's
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between Powermate Corp. and customer Lowe's
Cos.  The terms of the settlement were not publicly disclosed.

Powermate asserts that Lowe's owe it $4.3 million for goods
purchased on credit.  Lowe's alleges that it was owed certain
amounts for chargebacks.

On December 2, 2008, the Troubled Company Reporter, citing Bill
Rochelle, said the official committee of unsecured creditors
appointed in Powermate's case obtained the Bankruptcy Court's
approval to settle a lawsuit against Sun Capital Partners Inc.,
the private-equity investor that bought 95% of Powermate in 2004.
According to Mr. Rochelle, in exchange for the withdrawal of the
suit, US$4.7 million fund will be created for unsecured creditors,
while Sun Capital will waive unsecured claims.  The Creditors
Committee sued Sun Capital Partners alleging fraudulent transfer
and breach of fiduciary duty.

                        About Powermate

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.  Sun Capital Partners bought 95% of
Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.

The three companies filed for chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Kenneth J. Enos,
Esq.. and Michael R. Nestor, Esq., at Young, Conaway, Stargatt &
Taylor, represent the Debtors.  The Official Committee of
Unsecured Creditors, which has seven creditor members, is
represented by Monika J. Machen, Esq., at Sonnenschein Nath
Rosenthal LLP.

On May 23, 2008, the Debtors' summary of schedules posted total
assets of US$60,139,442 and total debts of US$85,700,759.


PRECISION PARTS: Section 341(a) Meeting Scheduled for January 20
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of Precision Parts International
Services Corp. and its debtor-affiliates on Jan. 20, 2009, at 2:00
p.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.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.
Bankruptcy Case No.: 08-13291

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13291).  David M. Fournier, Esq., at Pepper Hamilton LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Alvarez & Marsal North America LLC as financial
advisor and Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets between $100 million to $500 million
each.

According to Bloomberg News, the company is at least the 10th
auto-parts maker sought Chapter 11 protection from its creditors
this year.


PRIMEDIA INC: Board Approves $5 Million Stock Repurchase Program
----------------------------------------------------------------
PRIMEDIA Inc.'s board of directors has authorized a program to
repurchase up to $5 million of the company's common stock over the
next 12 months.

Under the terms of the repurchase program, the company may
repurchase shares in open market purchases or through privately
negotiated transactions.  The company expects to use cash on hand
to fund repurchases of its common stock.

"This repurchase program demonstrates the confidence that our
BOARD OF DIRECtors and senior management have in the future of
PRIMEDIA and our belief that our shares are currently
undervalued," Charles Stubbs, president and chief executive
officer of PRIMEDIA. said.  "It also underscores our confidence in
PRIMEDIA's fundamental business position, our growth and earnings
prospects and our ability to continue to generate strong cash
flows for 2009 and forward."

PRIMEDIA reported $0.20 EPS from continuing operations for the
third quarter of 2008.  The company expects to continue to pay a
regular quarterly cash dividend of $0.07 per share for the
foreseeable future.

PRIMEDIA management will determine the timing and amount of any
repurchase based on its evaluation of market conditions, business
considerations and other factors.  Stock repurchases under the
program will be conducted in compliance with the safe harbor
provisions of Rule 10b-18 under the Securities Exchange Act of
1934, as amended.  The program may be extended, modified,
suspended or discontinued at any time, at the company's
discretion.

                       About PRIMEDIA Inc.

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The company also distributes category-specific
content on its leading websites, including ApartmentGuide.com,
NewHomeGuide.com and Rentals.com, a comprehensive single unit real
estate rental site.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $269.7 million and total liabilities of $393.6 million,
resulting in a stockholders' deficit of $123.9 million.

For three months ended Sept. 30, 2008, the company reported net
income of $11.9 million compared with net income of $393.7 million
for the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company reported net
income of $27.4 million compared with $504.0 million for the same
period in the previous year.

As of Sept. 30, 2008, the company has cash and unused credit
facilities of $94.3 million, compared to $106.4 million as of
Dec. 31, 2007.

Consolidated working capital, which includes current maturities of
long-term debt, was a deficit of $3.5 million as of Sept. 30,
2008, compared to a deficit of $300,000 at Dec. 31, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
on Norcross, Georgia-based PRIMEDIA Inc.'s $350 million secured
credit facility to 'BB-' (at the same level as the 'BB-' corporate
credit rating on the company) from 'BB'.  In addition, S&P revised
the recovery rating on this debt to '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default, from '2'.  The credit facilities consist of a
$250 million term loan B due 2014 and a $100 million revolving
credit facility due 2013.


PRIMEDIA INC: Has until January 2 to Submit NYSE Compliance Plan
----------------------------------------------------------------
PRIMEDIA Inc. received written notice from the New York Stock
Exchange that the company does not satisfy one of the NYSE's
standards for continued listing applicable to the company's common
stock.  The NYSE noted specifically that the company was "below
criteria" for the NYSE's continued listing standards because its
average total market capitalization was less than $75 million over
a 30 trading-day period.

Under applicable NYSE rules, the company has until Jan. 2, 2009,
to submit a plan that demonstrates its ability to achieve
compliance with the continued listing standards within 18 months
of receipt of the notice.  The company has notified the NYSE of
the company's intent to submit a plan to remedy its non-compliance
within the 18-month period.

In the event that the NYSE does not accept the company's plan,
PRIMEDIA's common stock would be subject to suspension and
delisting proceedings.  Neither delisting from the NYSE nor non-
compliance with the NYSE's listing standards affects the company's
compliance with the requirements of its credit facilities.

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The company also distributes category-specific
content on its leading websites, including ApartmentGuide.com,
NewHomeGuide.com and Rentals.com, a comprehensive single unit real
estate rental site.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $269.7 million and total liabilities of $393.6 million,
resulting in a stockholders' deficit of $123.9 million.

For three months ended Sept. 30, 2008, the company reported net
income of $11.9 million compared with net income of $393.7 million
for the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company reported net
income of $27.4 million compared with $504.0 million for the same
period in the previous year.

As of Sept. 30, 2008, the company has cash and unused credit
facilities of $94.3 million, compared to $106.4 million as of
Dec. 31, 2007.

Consolidated working capital, which includes current maturities of
long-term debt, was a deficit of $3.5 million as of Sept. 30,
2008, compared to a deficit of $300,000 at Dec. 31, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
on Norcross, Georgia-based PRIMEDIA Inc.'s $350 million secured
credit facility to 'BB-' (at the same level as the 'BB-' corporate
credit rating on the company) from 'BB'.  In addition, S&P revised
the recovery rating on this debt to '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default, from '2'.  The credit facilities consist of a
$250 million term loan B due 2014 and a $100 million revolving
credit facility due 2013.


RESIDENTIAL CAPITAL: GMAC's Private Debt Exchange Offers Expire
---------------------------------------------------------------
GMAC Financial Services' 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,
expired on December 26.

According to reports, GMAC has remained silent on whether
bondholders had approved a plan that would help provide GMAC with
federal bailout money.

Bloomberg.com citing a company spokeswoman related that the
company is still tabulating the results of its debt exchange with
bondholders.

The auto lender, Bloomberg added, needed investors holding 75% of
its $38 billion in bonds to exchange the notes and complete the
transaction.

On Dec. 16, 2008, GMAC disclosed in a regulatory filing with the
Securities and Exchange Commission that it received significant
additional participation in its separate private exchange offers
and cash tender offers.

On December 17, the preliminary results of GMAC LLC's separate
private exchange offers and cash tender offers showed
approximately $16.9 billion in aggregate principal amount or 58%
of the outstanding GMAC old notes had been tendered in the GMAC
offers and approximately $3.5 billion in aggregate principal
amount or 38% of the outstanding ResCap old notes had been
tendered in the ResCap offers.

GMAC disclosed in a December 19 filing that in connection with its
separate private exchange offers and cash tender offers, GMAC
intends to undertake a transaction or series of transactions
pursuant to which, concurrently with or shortly after completion
of the GMAC offers and ResCap offers and receipt of all requisite
approvals, GMAC would transfer ResCap old notes acquired by GMAC
in the ResCap debt-for-debt exchange offers in an amount equal to
at least 25% of ResCap's outstanding debt to ResCap in exchange
for all or a majority of the non-voting common equity of IB
Finance Holding Company LLC held by ResCap.  IB Finance is the
parent entity for GMAC Bank.

Immediately after the IB Finance Transaction, ResCap would cancel
the ResCap old notes acquired from GMAC.  The completion of the IB
Finance Transaction, if undertaken, would be subject to various
conditions, including agreement on the terms of the IB Finance
Transaction with ResCap, the completion of the GMAC offers and the
ResCap offers and the receipt of a fairness opinion with respect
to the IB Finance Transaction, and there can be no assurance that
the IB Finance Transaction will be completed.  Whether or not the
IB Finance Transaction will constitute a "Succession Event" with
respect to any credit default swap contracts related to the ResCap
old notes or otherwise will be a function of the terms of the
contracts between the applicable parties.

Global Bondholder Services Corporation, the information agent for
the offers, is available to assist investors with questions
regarding the tender and exchange process or other logistical
issues, at (866) 794-2200 (U.S. Toll- free).

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

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

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

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

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

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

                         *     *     *

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


RESIDENTIAL CAPITAL: Treasury Announces $5-Bil. TARP Investment
---------------------------------------------------------------
The U.S. Treasury Department said Dec. 29 it will purchase
$5 billion in senior preferred equity with an 8% dividend from
GMAC LLC as part of a broader program to assist the domestic
automotive industry in becoming financially viable.

Under the agreement, GMAC must be in compliance with the executive
compensation and corporate governance requirements of Section 111
of the Emergency Economic Stabilization Act, as well as enhanced
restrictions on executive compensation.

GMAC will issue warrants to Treasury in the form of additional
preferred equity in an amount equal to 5% of the preferred stock
purchase that will pay a 9% dividend if exercised.

Additionally, the Treasury has agreed to lend up to $1 billion to
General Motors so that GM can participate in a rights offering at
GMAC in support of GMAC's reorganization as a bank holding
company.  This commitment is in addition to the assistance
previously announced for GM on Dec. 19. This loan will be
exchangeable at any time, at Treasury's option, into the GMAC
equity interests being acquired by GM in the rights offering.
Furthermore, this loan will be secured and will have other terms
and conditions as outlined in the attached term sheet. The
ultimate level of funding under this facility will be dependent
upon the level of current investor participation in the rights
offering at GMAC.

Treasury exercised this funding authority under the Emergency
Economic Stabilization Act's Troubled Asset Relief Program (TARP).
The preferred stock purchase and the loan to support GMAC's rights
offering are part of an auto industry-focused TARP program that
will include the $17.4 billion in assistance for domestic
automakers announced earlier this month.

Treasury will work with Congress and the President-elect's
transition team on the appropriate timing for release of the
remainder of the TARP funds to support financial market stability.

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

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

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

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

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

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

                         *     *     *

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

                      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.


RICKEY BYRD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rickey L. Byrd
        8205 Prospect St.
        Citronelle, AL 36522

Bankruptcy Case No.: 08-15111

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy
       Southern District of Alabama (Mobile)

Debtor's Counsel: Michael J. Harbin, Esq.
                  The Southern Law Firm, LLC
                  PO Box 851372
                  Mobile, AL 36685
                  Tel.: (251) 432-6931 (c)689-5569
                  Fax : (334) 432-2178
                  Email: mharbin370546809@aol.com

Total Assets: $1,892,300.00

Total Debts: $2,041,311.00

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Rickey L. Byrd.


ROCK WELL: Files for Chapter 15 Bankruptcy in Wyoming
-----------------------------------------------------
Bloomberg News reports that Rock Well Petroleum along with six of
its affiliates made a voluntary filing under Chapter 15 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Wyoming (Case No. 08-20797).

Bloomberg, citing papers filed with the Court, relates several
events lead to this liquidity crisis including:

   -- a failed private placement of equity to Goldman Sachs
      International and convertible secured debt financing;

   -- a decrease in oil prices; and

   -- the contraction of available debt and equity financing from
      capital markets.

Brent R. Cohen of Rothgerber Johnson & Lyons LLP, represents the
company.

Headquartered in Alberta, Canada, Rock Well Petroleum --
http://www.rockwellpetroleum.com/-- operates an oil development
and production company.  The company has operations around in the
United States.


RPM SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RPM Solutions, Inc.
        d/b/a Precision Tune Auto Care
        4794 South Dixie Hwy., Suite A
        Dayton, OH 45439

Bankruptcy Case No.: 08-36529

Type of Business: The Debtor is engaged in the general auto repair
business.

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Debtor's Counsel: Anne M. Frayne, Esq.
                  18 West First Street
                  Dayton, OH 45402
                  Tel.: (937) 224-0077
                  Fax : (937) 224-5782
                  Email: annefrayne@myersandfrayne.com

Estimated Assets: $100,001 to $500,000

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

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

             http://bankrupt.com/misc/ohsb08-36529.pdf

The petition was signed by Jeffrey N. Caldwell, President of the
company.


SEA CONTAINERS: Sells Interests in Societe Bananiere
----------------------------------------------------
Sea Containers Ltd. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to:

  (a) sell its majority share interest in Societe Bananiere de
      Motobe, S.A., to SBM's minority shareholder, S.A. SIPEF
      N.V.; and

  (b) assign to SIPEF certain intercompany receivables owed by
      SBM to SCL, pursuant to the terms of a sale agreement.

Prior to the Petition Date, SCL acquired interests in several
non-core business ventures, including a 70% equity interest in
SBM, a banana plantation in the Ivory Coast.  Subsequently, the
Debtors decided to return their operational focus to their core
marine container leasing business.

Under the terms of the Sale Agreement, SCL would convey to SIPEF
its 70% equity interest in SBM, and SIPEF would be substituted
for SCL with respect to all claims and obligations between SCL
and SBM, including SCL's right to collect certain SBM
receivables.

In exchange, SIPEF will assume any potential liabilities SCL may
have in respect of SBM, and SCL will receive approximately
$500,000 in cash.  After accounting for SCL's share of closing
costs and professional fees, the proposed transaction will yield
a net recovery of around $400,000 in cash upon closing of the
sale.

The Debtors said they have obtained an offer to purchase SCL's
interests in SBM that the Court should approve as reasonable in
maximizing the value of the bankruptcy estates.  The Debtors
further submitted that the sale will allow SCL to immediately
realize substantial value in exchange for its debt and equity
interests in SBM.

                    About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. are represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 58;
Bankruptcy  Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Settles Trilogy Portfolio Claim for $4,300,000
--------------------------------------------------------------
Sea Containers Ltd. obtained approval from the U.S. Bankruptcy
Court for the District of Delaware of a settlement with Trilogy
Portfolio Company, LLC, to resolve a disputed claim.

Trilogy filed Claim No. 130 for $4,777,782 against the Debtors in
connection with a loan by Trilogy that was guaranteed by Sea
Containers Ltd. for the purchase of SeaCat Scotland.

The settlement provides for an allowed Class 2B SCL Other
Unsecured Claim in the amount of $4,350,444 in full, final and
complete satisfaction of the claim.

The Debtors submit that the settlement is in the best interest of
their creditors and bankruptcy estates because it falls within
the lowest point in the range of potential outcomes if litigation
were commenced with respect to the claim.

                    About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. are represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 58;
Bankruptcy  Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Assigns $2.8MM Intercompany Receivable
------------------------------------------------------
Sea Containers Ltd. and its debtor affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
assign to Sea Containers Brasil Ltda. certain intercompany
receivables owed to Sea Containers Ltd. by Brasiluvas Agricola
Ltda.  The assignment is sought in connection with the sale of
Brasiluvas to Agropecuaria Labrunier Ltda.

Brasiluvas operates a 480-hectare grape farm in Brazil.  SC
Brasil is the direct parent of Brasiluvas, and holds all but one
of Brasiluvas' shares.

Since 2004, Brasiluvas has experienced losses due to diminished
grape production and adverse foreign exchange movements.  To
ensure that Brasiluvas maintained sufficient liquidity, SCL
provided $2,848,000 of intercompany debt to Brasiluvas.  However,
despite capital infusion, Brasiluvas continued to experience
negative earnings.  In light of its deteriorating financial
condition and as part of SCL's global restructuring efforts, SCL
decided to sell Brasiluvas.

If the intercompany receivable is not transferred to SC Brasil,
it is unlikely that Labrunier would be willing to purchase
Brasiluvas' stock, the Debtors contend.  They assert that absent
the sale, Brasiluvas would probably be wound-down and liquidated,
which would most likely result in additional professional fees
and related expenses that will further reduce the net proceeds
available for distribution to SCL.

                    About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. are represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 58;
Bankruptcy  Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: To Pay Goldman Sachs $17.5MM to Settle Claims
-------------------------------------------------------------
Sea Containers Ltd., and its affiliated debtors obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of a
settlement agreement with Goldman Sachs International Bank, Sea
Containers Ltd., Sea Containers British Isles Limited, Hoverspeed
Italia S.r.l. and Sea Containers Italia Holdings S.r.l. to resolve
certain Goldman Sachs claims held in connection with prepetition
guarantees issued by SCL, SCBI and SCIH to finance the purchase of
ferry vessels owned and operated by certain SCL subsidiaries.

In light of Goldman Sachs' projected recovery and the risks of
delaying resolutions of its claims, SCL has agreed to fully and
finally resolve the claims through a cash payment of $17,500,000.
The parties also agree that:

  -- the standstill period will be extended from October 7,
     2008, until the earlier of:

     * the date the order approving the settlement becomes
       final and non-appealable; and

     * December 31, 2008;

  -- Goldman Sachs will assign to SCBI all residual claims it
     has or may have against Hoverspeed and SCIH under or in
     connection with a loan by SC Italia for the construction of
     a fast ferry, SuperSeacat 4.  In consideration for the
     assignment, SCBI agrees to pay to Goldman Sachs, in full
     and final settlement of all amounts arising under the SSC4
     Loan, $15,900,000;

  -- Goldman Sachs will assign to SCL all residual claims it has
     or may have against Hoverspeed and SCIH under or in
     connection with a loan by SC Italia for the construction of
     a fast ferry, SuperSeacat 3.  In consideration for the
     assignment, SCL agrees to pay to Goldman Sachs, in full and
     final settlement of all amounts arising under the SSC3
     Loan, $1,600,000;

  -- the parties will grant mutual global releases in connection
     with the SSC3 Loan, SSC4 Loan and other related agreement
     between them; and

  -- Goldman Sachs' Claim Nos. 79 and 80 will be disallowed in
     their entirety, discharged and expunged for all purposes.

The Debtors believe that the settlement benefits all unsecured
creditors, and is well within a range of litigation outcomes that
could result in a substantially worse outcome for the bankruptcy
estates.

In a declaration supporting the request, Laura Barlow -- the
Debtors' chief financial officer and chief restructuring officer
-- avers that absent a settlement, Goldman Sachs has threatened
to enforce its liens on account of the SSC4 Loan guarantees by
instituting insolvency proceedings against SCBI in the United
Kingdom, including requesting appointment of a liquidator, which
could result in a significant delay in repatriations and
additional costs.

"I understand that if GS were to force SCBI to file for
bankruptcy, a liquidator appointed to the SCBI insolvency
proceedings could assert its intercompany claims against the
Debtors and other non-debtor subsidiaries, which could trigger
insolvencies of several non-debtor subsidiaries," Ms. Barlow
says.  "I believe that if such an event were to occur, the
Debtors' standstill agreement with their non-debtor subsidiaries
may cease to be effective, which would likely have an adverse
impact on the orderly restructuring of and wind-down of SCL and
its non-debtor subsidiaries," she notes.

In addition, a contested liquidation of SCBI could result in high
costs and fees, including payment of a liquidator's fees, and
thus, reducing the funds available for repatriation to the
Debtors' bankruptcy estates, Ms. Barlow points out.

                    About Sea Containers Ltd.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.  (Sea Containers Bankruptcy News, Issue No. 58;
Bankruptcy  Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SHEARIN FAMILY: Seeks to Obtain $10,600,000 Loan from GreenHawk
---------------------------------------------------------------
Shearin Family Investments, LLC asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina for authority to enter into
a postpetition financing arrangement with GreenHawk Partners, LLC.

As reported in the Troubled Company Reporter, RBC Bank has loaned
the Debtor approximately $30 million to acquire and construct the
first phase of The Nautical Club Project, a waterfront, high-rise
condominium project in Indian Beach, Carteret County, North
Carolina.

GreenHawk has agreed to provide financing in the maximum amount of
$10,600,000 in order to complete the first phase of The Nautical
Club Project, including the necessary sewer treatment facility and
site work.

The terms and conditions of the proposed DIP Financing are:

    Amount      : $10,600,000

    Term        : 2 years

    Repayment   : Sales proceeds of collateral with all principal,
                  interest, fees and normal and customary Lender
                  expenses, including counsel fees, to be retired
                  by the end of term

    Interest   :  Fixed at 15.5% compounded on a monthly basis.

    Origination:  2.5% of principal loan amaount plus usual
    Fee           customary legal and professional fees.

The DIP Financing will be secured by (i) a first-priority lien
pursuant to Sec. 364(d) that is senior to the RBC Deeds of Trust,
including any post-petition liens, and any liens held by
Centurion, and (ii) a second- or third-priority lien, as
applicable, pursuant to Sec. 364(c), on the Debtor's remaining
property, subject to a carve-out for the administrative expenses
of the bankruptcy estate.

The commitment of the Lender with respect to the DIP Financing
will expire at 11:59 p.m. on Dec. 31, 2008, unless a nonappealable
Bankruptcy Court order has been entered authorizing this DIP
Financing, or 2) the Lender, in its sole and exclusive discretion,
extends the term sheet.

The Debtor tells the court that the only funds RBC has advanced
under the RBC order are amounts to pay insurance and utility
costs.  No advances have been made with respect to the completion
of construction of the Project.

Faced with the prospect of a Project shut-down due the delay in
RBC's decision to fund the Project, the Debtor sought and received
a preliminary offer from GreenHawk to fund all the necessary
expenses to complete construction the first phase of the Project,
including the necessary sewer treatment facility and the site
work.

The Debtor tells the Court that without the postpetition financing
provided by GreenHawk, unless RBC makes a commitment to fund, the
Debtor will be unable to fund the completion of the first phase of
the Project, and the Debtor's ability to effectively reorganize
will be at risk.

In addition, the Debtor relates that the existing secured
creditors, including RBC, are adequately protected because the
value of the property subsequent to completion of construction of
the first phase of the Project and to the construction of the
wastewater treatment plan exceeds the aggregate amount owed to
GreenHawk and all of the existing secured creditors.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SPECIAL DEVICES: Can Access $3,000,000 Wayzata DIP Facility
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Special Devices, Inc., to access $3 million of a
$22.5 million DIP loan arranged by Wayzata Opportunities Fund LLC,
Bloomberg's Bill Rochelle reports.

The Court will consider final approval of the loan, which would
allow the Debtor to access the entire $22.5-million secured
lending facility, at a hearing on January 6.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance
$73.6 million in debt.  The Hon. Mary F. Walrath oversees the
case. Jason M. Madron, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtor's counsel.
Gibson, Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


SPECIAL DEVICES: Taps Brincko Associates as Financial Advisor
-------------------------------------------------------------
Special Devices Inc. asks the United States Bankruptcy Court for
the District of Delaware for permission to employ Brincko
Associates Inc. as its financial advisor.

The firm will:

  a) prepare the schedules of assets and liabilities for the
     Debtor;

  b) prepare the statement of financial affairs for the Debtor;

  c) provide accounting department with assistance and guidance
     with respect to Chapter 11 protocol and policies;

  d) assist with the preparation of the Debtor's monthly operating
     reports; and

  e) provide other financial advisory services in this Chapter 11
     case as requested by the Debtor, its restructuring
     advisor(s), or its counsel.

The firm received a $45,000 retainer fee from the Debtor before it
filed for bankruptcy.

The firm's professionals and their compensation rates are:

     Professional            Hourly Rate
     ------------            -----------
     John P. Brincko            $445
     Thora Thoroddsen           $295
     Other Professionals      $125-$345
     Administrative Staff       $50

John P. Brincko, president of the firm, assures the Court that the
firm does not hold any interests adverse to the Debtor's estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.  Special
Devices filed for Chapter 11 protection on December 15, 2008
(Bankr. D. Del. 08-13312) after failing to refinance $73.6 million
in debt.  The Hon. Mary F. Walrath oversees the case.  Jason M.
Madron, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtor's counsel.  Gibson, Dunn &
Crutcher LLP acts as special corporate counsel, and Kurztman
Carson Consultants LLC acts as claims agent.  The U.S. Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors for the Debtor.  When it filed
for bankruptcy, the Debtor estimated both assets and debts to be
between $50 million and $100 million.


SPO MEDICAL: Sept. 30 Balance Sheet Upside Down by $287,000
-----------------------------------------------------------
SPO Medical Inc.'s September 30, 2008, balance sheet showed total
assets of $3,163,000, total liabilities of $2,937,000, and accrued
severance pay of $513,000, resulting in total stockholders'
deficit of $287,000.

The company's operations for the nine and three months ended
September 30, 2008, resulted in a net loss of $1,661,000 and
$588,000 respectively.  The company's ability to continue
operating as a "going concern" is dependent on its ability to
raise additional working capital on an immediate basis, Michael
Braunold, president and chief executive officer, and Jeff Feuer,
chief financial officer, disclosed in a regulatory filing with the
Securities and Exchange Commission.  "Management is continuing in
its efforts to secure funds for the company's continued operation.
Management's plans in this regard include attempting to raise
additional cash from current and potential stockholders and
through sales of its existing inventories."

"We need to raise additional funds on an immediate basis in order
to meet our operating requirements and to fulfill our business
plan.  Pending the raise of additional capital, during the quarter
ended September 30, 2008, we have significantly curtailed our
product design, development and marketing efforts in an attempt to
conserve our cash resources.  As of November 18, 2008, we had 14
employees working on a full time basis.  We have been forced to
delay payments to most of our vendors, defer, in part, salaries
for management and curtail product development plans.  If we are
unable to raise needed capital on an immediate basis, it may be
necessary to lay-off additional personnel.  No assurance can be
given that we will be able to raise the needed capital.  These
conditions raise substantial doubt about our ability to continue
as a going concern."

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?36f6

                        About SPO Medical

SPO Medical Inc. is engaged in the design, development and
marketing of non-invasive pulse oximetry technologies to measure
blood oxygen saturation and heart rate.  The company has developed
and patented proprietary technology that enables the measurement
of heart rate and oxygen saturation levels in the blood which is
known as Reflectance Pulse Oximetry (RPO).


SPRINT NEXTEL: Reduces Virgin Mobile's Dec. 2008 Usage Payments
---------------------------------------------------------------
Virgin Mobile USA, L.P., the operating partnership of Virgin
Mobile USA, Inc., entered into sixth and seventh amendments to the
company's Amended and Restated PCS Services Agreement dated
October 16, 2007, with Sprint Spectrum, L.P., an affiliate of
Sprint Nextel Corporation.

Under the terms of the Sixth Amendment, the company's required
payment for the year ended December 31, 2008, will decrease from
$320 million to $318 million, and Sprint Nextel will provide the
company with an additional network usage credit of $2.00 for each
gross additional customer between October 1, 2008, and December
31, 2008, which will be accretive to the credit of $2.50 and not
subject to the $10 million limit.

Under the Seventh Amendment, beginning in 2009, the company will
no longer be subject to minimum annual payments and will pay fixed
rates for voice, messaging and data traffic that are lower than
rates applicable in 2008.  The company may benefit from additional
discounts to these rates in 2010, with the degree of discount
based upon the total payments made for 2009 -- including payments
pursuant to the Amended and Restated Trademark License Agreement
between the company and Sprint Communications company, L.P., an
affiliate of Sprint Nextel, dated October 16, 2007.  The company
and Sprint Nextel will negotiate rates for 2011 and beyond, but if
they fail to reach terms, the rates for 2010 will apply.

The parties entered into a fifth amendment to the PCS Services
Agreement in June.  The Fifth Amendment required the company to
pay Sprint Nextel at least $320 million, $370 million and $420
million during the years ended December 31, 2008, 2009 and 2010,
respectively, for wireless network services, including voice,
messaging and data traffic.  In addition, the Fifth Amendment
obligated Sprint Nextel to pay the company a $2.50 network usage
credit for each gross additional customer between July 1, 2008 and
December 31, 2009, up to a maximum of $10 million.

A full-text copy of the Sixth Amendment to Amended and Restated
PCS Services Agreement (as amended, supplemented or otherwise
modified from time to time), dated December 22, 2008 by and
between Virgin Mobile USA, Inc. and Sprint Spectrum L.P., is
available at no charge at:

              http://ResearchArchives.com/t/s?36f4

A full-text copy of the Seventh Amendment to Amended and Restated
PCS Services Agreement (as amended, supplemented or otherwise
modified from time to time), dated December 22, 2008 by and
between Virgin Mobile USA, Inc. and Sprint Spectrum L.P., is
available at no charge at:

              http://ResearchArchives.com/t/s?36f5

                       About Virgin Mobile

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.

As reported by the Troubled Company Reporter on December 5, 2008,
Virgin Mobile has said that, based on its expected cash flows from
operations and available funds from its revolving credit facility,
management believes that the company has the ability to finance
its projected operating, investing and financing requirements of
existing operations and planned customer growth through at least
September 30, 2009.  In June, the company entered into a Second
Amendment to its Revolving Credit Facility.  The amendment
increased the Virgin Group's lending commitment from $75 million
to $100 million and added SK Telecom as a new lender with a
lending commitment of $35 million.  In October 2008, the company
borrowed an additional $20.0 million under the Revolving Credit
Facility, bringing the total amount outstanding under the
Revolving Credit Facility to $75.0 million.

                      About Sprint Nextel

Based in Overland Park, Kansas, Sprint Nextel Corp. (NYSE: S) --
http://www.sprint.com/-- is the third largest national wireless
provider behind AT&T and Verizon, according to Moody's Investors
Service.  Sprint Nextel offers a comprehensive range of wireless
and wireline communications services and is widely recognized for
developing, engineering and deploying innovative technologies,
including two wireless networks serving nearly 51 million
customers at the end of the third quarter 2008; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

In the third quarter 2008, Sprint Nextel incurred a net loss of
$326 million compared to net income of $64 million in the third
quarter 2007.  The company incurred a net loss of $1.2 billion in
the year-to-date period 2008 compared to a net loss of $128
million in the year-to-date period 2007, primarily due to a
decline in its Wireless segment earnings.

The company's balance sheets as of September 30, 2008, show $61.8
billion in total assets, including $4.1 billion in cash and cash
equivalents; $40.7 billion in total liabilities; and $29.5 billion
in accumulated deficit.

Over the past several months, Sprint Nextel has been reviewing its
overall business strategy, including its sales, distribution and
marketing plans, and working to streamline operations by changing
the internal organizational structure of the company.  As part of
this process, Sprint Nextel has named new executives to lead key
elements of the business.  The process is ongoing and is expected
to be largely completed by the end of the year and fully
operational by early 2009.

The company said as of September 30, 2008, it was in compliance
with all restrictive and financial covenants associated with all
of its borrowings.  On November 3, 2008, the company amended the
terms of its revolving bank credit facility.

The company noted that it is required to maintain a ratio of total
indebtedness to trailing four quarter earnings before interest,
taxes, depreciation, amortization and certain other nonrecurring
charges of no more than 3.5 to 1.0 under its credit facilities.
As of September 30, 2008, the ratio was 3.1 to 1.0 as compared to
2.5 to 1.0 as of December 31, 2007.  The credit facilities also
required that certain indebtedness and liens of the company's
controlled subsidiaries -- other than Nextel Communications, Inc.
and Sprint Capital -- not exceed in the aggregate 15% of its
consolidated shareholders' equity or about $3.2 billion as of
September 30, 2008.  The relevant controlled subsidiaries had
approximately $900 million in debt and liens subject to this
covenant as of September 30, 2008.  The maturity dates of the
loans under the credit facilities may accelerate if the company
does not comply with the covenants.  The company is also obligated
to repay the loans if certain change of control events occur.

                         *     *     *

As reported by the Troubled Company Reporter on December 12, 2008,
Moody's Investors Service downgraded Sprint Nextel's senior
unsecured debt rating to Ba2 from Baa3 and assigned a Corporate
Family Rating of Ba1.  As part of the rating action, Moody's has
downgraded the short-term rating of Sprint Nextel to Not Prime
from Prime-3 and assigned a speculative grade liquidity rating of
SGL-1.  In addition, Moody's upgraded Sprint Nextel's senior
unsecured revolving credit facility to Baa2 to reflect the recent
addition of guarantees.  The outlook for Sprint Nextel's ratings
is negative.

The downgrade of Sprint Nextel's rating reflects the company's
significantly weakened market position among the national wireless
carriers and its continuing challenges in turning around its
wireless operations amid intense competition and weak economic
conditions.  While subscriber churn has improved from year-ago
levels, Moody's believes the company's efforts to turn subscriber
growth positive will take longer than previously anticipated as
the company faces strong competition from AT&T and Verizon in the
post pay subscriber segment and from flat rate service providers
in the prepaid segment.  As a result, Moody's expects Sprint
Nextel's operating cash flows and subscriber counts to deteriorate
until the second half of 2009, when Moody's expect the company's
market share and wireless operating cash flows to stabilize.


SRA INC: Case Summary & List of Unsecured Creditors
---------------------------------------------------
Debtor: SRA, Inc.
        50 Cavalier Blvd.
        Florence, KY 41042

Bankruptcy Case No.: 08-22384

Chapter 11 Petition Date: November 21, 2008

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Covington)

Judge: William S. Howard

Debtor's Counsel: Jonathan M. Bruce, Esq.
                  300 Madison Avenue, Suite 200
                  Covington, KY 41011
                  Tel: (859) 431-5297
                  Email: jonermb@yahoo.com

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

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

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

             http://bankrupt.com/misc/kyeb08-22384.pdf


SYNTAX-BRILLIAN: Court Suspends Services of Examiner
----------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has ordered that the services of James S.
Feltman as Court-appointed examiner in Syntax-Brillian Corp., and
its debtor-affiliates' bankruptcy cases, and all agents and
professionals acting on his behalf are suspended, effective as of
Oct. 22, 2008.

At the expense of the Debtors' estates, the Examiner will provide
copies of any documents, memoranda, analyses, spreadsheets, data
compilations, chronologies or other file materials he or his
agents may have related to his investigation to the Debtors, or
the Debtors's designees, at the request of the Debtors, and to the
counsel for the Official Committee of Unsecured Creditors, at the
request of the Committee.

The Court approved on Sept. 3, 2008, the application of Roberta A.
DeAngelis, Acting U.S. Trustee for Region 3, for the appointment
of Mr. Feltman as Examiner in the Debtor's bankruptcy cases.

As reported on Aug. 1, 2008, by the Troubled Company Reporter,
the U.S. Trustee asked Judge Shannon to appoint a Chapter 11
Examiner to investigate:

   i) the facts and circumstances surrounding the sudden decline
      in the Debtors' assets;

  ii) the bona fides and necessity of the proposed sale of the
      substantially all of the Debtors' assets to TCV;

iii) the relationships among and between the Debtors, TCV Group,
      Kolin, DigiMedia Technology Co., Ltd., including former and
      present principals, officers and directors; and

  iv) the ability and inclination of the Debtor's current
      management to probe and pursue potential claims and causes
      of action against the Debtors' former officers including
      directors who selected the Debtor's current chief executive
      officer and chief financial officer.

Mr. Feltman made an oral presentation to the Court on Oct. 6,
2008.  The Court indicated that parties in interest will not have
the opportunity at that hearing to examine Mr. Feltman.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Epiq Bankruptcy Solutions, LLC is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On Oct. 10.
the Bankruptcy Court denied OIG's emergency request to excuse it
from its obligations.  OIG has taken an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TEKNI-PLEX: Noteholders Relax Covenants Under 2012 & 2013 Notes
---------------------------------------------------------------
Tekni-Plex, Inc., completed on December 5, 2008, consent
solicitations related to its outstanding 10.875% Senior Secured
Notes due 2012 and its 8.75% Senior Secured Notes due 2013.  The
company was soliciting consents to waive and amend certain
covenants in (i) the Indenture, dated as of June 10, 2005, by and
among the company, each of the guarantors party and HSBC Bank USA,
National Association, as trustee, pursuant to which the 2012 Notes
were issued; and (ii) the Indenture, dated as of November 21,
2003, by and among the company, the Guarantors and the Trustee,
pursuant to which the 2013 Notes were issued.

The Consent Solicitations expired at 5:00 p.m. New York City time
on December 2, 2008, and at that time the company had received
consents to the Waivers, Supplemental Indentures and Amended and
Restated Intercreditor Agreement from the holders of a majority in
aggregate principal amount of the 2012 Notes and the 2013 Notes
(other than Notes disregarded in accordance with the terms of the
Indentures governing the Notes).  The company paid a $1,317,710
consent fee, pro-rata, to those holders of Notes who delivered
valid unrevoked consents in the Consent Solicitations.

On the same day, the company, the Guarantors and the Trustee
entered into waivers under the 2012 and 2013 Indentures.  The
Waivers provide for:

   (i) a waiver of the company's failure to comply with the
       Indentures which require the company to file an Annual
       Report on Form 10-K for the fiscal year ended June 27,
       2008, and a Quarterly Report on Form 10-Q for the fiscal
       period ended September 26, 2008, with the Securities and
       Exchange Commission; and

  (ii) a waiver of the company's failure to comply with the
       Indentures which require the company to deliver an
       Officers' Certificate to the Trustee in connection with
       its fiscal year ended June 27, 2008 stating that, among
       other things, the company is not in default in the
       performance or observance of any of the terms, provisions
       and conditions of the Indentures or the Security Documents.

The company, the Guarantors and the Trustee also entered into
Supplemental Indentures under the 2012 Indenture and the 2013
Indentures.  The Supplemental Indentures provide for a suspension
through December 30, 2009, of the company's obligations under each
of the Indentures to file Quarterly and Annual Reports on Forms
10-Q and 10-K, respectively, and Current Reports on Form 8-K with
the SEC.

During the Filing Suspension Period, the company will use its
reasonable efforts to provide the Trustee and the holders of the
Notes with certain unaudited quarterly and annual financial
information.

The company, the Guarantors, the lender-parties and the Trustee
also entered into an amendment to the Access, Use and
Intercreditor Agreement, dated as of June 10, 2005, to reflect the
incurrence by the company of a new $15,000,000 term loan secured
by the Collateral in favor of Citicorp USA, Inc. and the lender-
parties.

                          2009 Liquidity

As reported by the Troubled Company Reporter, Tekni-Plex has
entered into a series of agreements in November that management
believes will provide the company with sufficient liquidity to
execute its business plan for the fiscal year 2009:

   -- The company entered into a second amendment and restatement
      of its Credit Agreement, dated as of June 10, 2005, among
      the company, the lenders and issuers party thereto,
      Citicorp USA, Inc., as Administrative Agent, and General
      Electric Capital Corporation, as Syndication Agent.  The
      Second Amended and Restated Credit Agreement is an asset
      based, revolving credit facility in the maximum amount of
      $110 million.  Among others, the amendment extends the
      scheduled maturity date by two years to February 2012;

   -- The company entered into a Junior Lien Credit Agreement
      with OCM Tekni-Plex Holdings II, L.P., an affiliate of
      OCM Tekni-Plex Holdings, L.P., the largest holder of the
      company's common stock.  The Junior Lien Credit Agreement
      provides for a five-year term loan in the amount of
      $15,000,000, which is guaranteed by the company's domestic
      subsidiaries and secured, on a junior basis, by the
      collateral pledged in connection with the Second Amended
      and Restated Credit Agreement; and

   -- Tekni-Plex Europe NV, an indirect subsidiary of the
      company incorporated under the laws of Belgium, entered
      into a Term Loan Agreement with OCM Luxembourg Tekni-Plex
      Holdings S.a.r.l.  The TPE Loan Agreement provides for a
      five-year unsecured term loan in the amount of
      EUR26,361,347.18 repayable at maturity.

Tekni-Plex has informed the Securities and Exchange Commission
that it won't be able to file its financial report for period
ended Sept. 26, 2008, by the prescribed due date because its board
is still in the process of conducting their internal investigation
on the company's financial records.

              Accounting Errors and Irregularities

In June 2008, the company disclosed that its board of directors
initiated an internal investigation into allegations by a current
employee that, for the fiscal years ending 2000 to 2006, the
company may have incorrectly recorded certain inventory and
accounts receivables in the Colorite Plastics company, a division
of the company.  The board subsequently expanded the scope of the
investigation beyond the Colorite division to determine whether
any improper accounting practices occurred in other divisions of
the company.  Information gathered to date in the course of the
investigation indicates that the company's issued financial
statements for the fiscal years ending 2000-2007 contain certain
accounting errors and irregularities.  Although not all relevant
facts are known at this time and the investigation is continuing,
and although the company cannot estimate at this time when the
investigation will conclude, after reviewing the information
gathered in the investigation to date, the board determined on
Nov. 10, 2008, that the financial statements issued or filed by
the company relating to the mentioned prior fiscal periods, and
relating to the fiscal periods ending on Sept. 28, 2007, Dec. 28,
2007, and March 28, 2008, to the extent they rely on financial
statements for prior periods, must not be relied upon.  The board
has discussed these matters with BDO Seidman, LLP, the company's
independent registered public accounting firm.

                    About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.


TEKNI-PLEX: Mesterharm Steps Down as Restructuring Officer
----------------------------------------------------------
On December 5, 2008, James A. Mesterharm notified Tekni-Plex,
Inc., that effective as of December 1, 2008, he resigned his
position as Chief Restructuring Officer of the company.  Mr.
Mesterharm has agreed to continue to provide services to the
company as a restructuring advisor in accordance with the terms of
that certain engagement letter dated as of December 17, 2007,
between AP Services, LLC, a Delaware limited liability company and
the company.

On the same day, the company's Board of Directors appointed Edward
Goldberg to serve as the company's Chief Operating Officer.  Mr.
Goldberg, 59, began serving as Chief Operating Officer of the
company commencing December 5, 2008.  Mr. Goldberg's employment as
an officer of the company does not have a fixed term and will
continue until terminated by either Mr. Goldberg or the company.

There is no family relationship between Mr. Goldberg and any
director, executive officer, or person nominated or chosen by the
company to become a director or executive officer.

Prior to his appointment as Chief Operating Officer, Mr. Goldberg
was a Senior Vice President of the company, in charge of the
Colorite business line.  Prior to August, 2008, Mr. Goldberg
managed the company's packaging business.  He joined the company
in 2001 and served as a director of the company from 2005 until
May 30, 2008. Prior to joining the company he worked for Procter &
Gamble and The Scott Paper company. He received his BS and MS
degrees in Chemical Engineering from Rensselaer Polytechnic
Institute in 1971.

There have been no transactions since the beginning of the
company's last fiscal year, nor are any transactions currently
proposed, in which the company was or is to be a participant and
the amount involved exceeds $120,000, and in which Mr. Goldberg
had or will have a direct or indirect material interest.

              Accounting Errors and Irregularities

In June 2008, the company disclosed that its board of directors
initiated an internal investigation into allegations by a current
employee that, for the fiscal years ending 2000 to 2006, the
company may have incorrectly recorded certain inventory and
accounts receivables in the Colorite Plastics company, a division
of the company.  The board subsequently expanded the scope of the
investigation beyond the Colorite division to determine whether
any improper accounting practices occurred in other divisions of
the company.  Information gathered to date in the course of the
investigation indicates that the company's issued financial
statements for the fiscal years ending 2000-2007 contain certain
accounting errors and irregularities.  Although not all relevant
facts are known at this time and the investigation is continuing,
and although the company cannot estimate at this time when the
investigation will conclude, after reviewing the information
gathered in the investigation to date, the board determined on
Nov. 10, 2008, that the financial statements issued or filed by
the company relating to the mentioned prior fiscal periods, and
relating to the fiscal periods ending on Sept. 28, 2007, Dec. 28,
2007, and March 28, 2008, to the extent they rely on financial
statements for prior periods, must not be relied upon.  The board
has discussed these matters with BDO Seidman, LLP, the company's
independent registered public accounting firm.

                    About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.


TERRA NOSTRA: Court Approves Involuntary Ch. 11 Petition
--------------------------------------------------------
Bloomberg's Bill Rochelle reports that Terra Nostra Resources
Corp. did not oppose the petition by its creditors owed
$18.8 million to send it to Chapter 11 bankruptcy.

Accordingly, the U.S. Bankruptcy Court for the Southern District
of New York approved the involuntary Chapter 11 petition and
directed the appointment of a Chapter 11 Trustee, who'll handle
Terra Nostra's affairs going forward.

The case is In re Terra Nostra Resources Corp., 08-14708, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

Headquartered in Pasadena, California, Terra Nostra Resources
Corp. (OTCBB:TNRO) owns a 51% interestin two China Joint Ventures
companies in the strategic copper and stainless steel industries.
Creditors filed an involuntary Chapter 11 petition on Nov. 25,
2008 (Bankr. S.D. N.Y. Case No. 08-14708).  Karen Ostad, Esq., at
Morrison & Foerster LLP, represents the petitioning creditors.


TOUSA INC: Unsec. Creditors Defeat Lenders' Dismissal Motion
------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida denied the request of the secured creditors of
Tousa Inc. to dismiss an amended lawsuit filed by the official
committee of unsecured creditors of the Debtor.

According to Bloomberg's Bill Rochelle, the adversary proceeding
contends that Tousa improperly required its operating units to
guarantee debt as part of a July 2007 bailout and refinancing of a
joint venture in a homebuilder named Transeastern Properties Inc.

The subordinated debt holders succeeded in knocking out two of the
claims against them, Mr. Rochelle reports.

Trial will commence between the weeks of July 13 and July 20,
2009.

                   Parties' Request for Dismissal

A. Citicorp

Citicorp North America, Inc., as administrative agent for the
lenders under Tousa's revolving credit facility, insists that the
Amended Complaint consistently failed to, among other things,
distinguish among types of conveyances, and allege the categories
of transfers it is challenging.

"The Committee lumps all of those transfers and obligations into
the buckets of New Lender Claims and Lien Transfers" and "Late
2007 Avoidable Claim and Lien Transfers," Citicorp argued.  "If
the allegation in the Original Complaint that the July 2007
Amendment was a new loan was found to be unpersuasive, piling on
additional amendments does not help," Allan E. Wulbern, Esq., at
Smith Hulsey & Busey, in Jacksonville, Florida, contends, on
behalf of Citicorp.

The Amended Complaint's assertion that the 2007 Revolver became a
"discretionary" loan is an obvious effort by the Committee to
resurrect its argument, which is irrelevant and contradicted by
the actual loan agreements, Mr. Wulbern argued.  He asserted that
the Committee has had enough bites at the apple and has wasted
enough of the estates' money attempting to state a claim against
the Revolver Facility.  The Court should dismiss the Amended
Complaint as to the Revolver with prejudice and without leave to
replead, he maintains.

B. Senior Transeastern Lenders

On behalf of the Senior Transeastern Lenders, Michael I.
Goldberg, Esq., at Akerman Senterfitt, in Fort Lauderdale,
Florida, argued that the Committee has failed to plead any facts
that could support the legal contention that the Conveying
Subsidiaries had an interest in the cash proceeds of the New
Loans.

The Senior Transeastern Lenders are certain of the lenders on the
$450 million Credit Agreement dated as of August 1, 2005.

Mr. Goldberg maintains that the Committee's argument that the
Conveying Subsidiaries obtained a property interest by becoming
obligated and pledging assets alone is unprecedented, and would
distort, if not render moot, well-established legal principles.
He adds that if permitted to proceed, the Committee's argument
would render subsidiary guaranty structures, which have for
decades been a significant part of financial transactions.

Moreover, Mr. Goldberg noted, the Amended Complaint does not
allege that any of the property transferred to the Senior
Transeastern Lenders was property of the Conveying Subsidiaries.
"This is a fatal defect that infected the Original Complaint and
continues to infect the Amended Complaint.  Moreover, this defect
cannot be cured by amendment because it goes to the core of the
Committee's theory," Mr. Goldberg says.

The Senior Transeastern Lenders stress that the Committee's
resort to an unprecedented legal argument, unsupported by any
factual allegations, confirms that the Complaint should be
dismissed with prejudice.

The Senior Transeastern Lenders further ask the Court to prohibit
the Committee to amend again its claims against the Senior
Transeastern Lenders because any amendment would be futile.

C. Subordinated Noteholders

"The Committee has already conceded that it has no claims with
respect to the New Subordinated Notes, thus the claims in the
Amended Complaint should be dismissed," asserted Deutsche Bank
Trust Company Americas, Highland CDO Opportunity Fund, Ltd.,
Highland Floating Rate Advantage Fund, et al., in their capacity
as holders of New Subordinated Notes.

The Subordinated Noteholders and the Conveying Subsidiaries,
however, have expressly agreed that the Subsidiary Guaranties are
limited to the amount which is not subject to reduction by a
fraudulent conveyance claim.  More importantly, the Subsidiary
Guaranties are so limited by their terms, there is no ground to
void the guaranties on the basis of a fraudulent conveyance claim
as the Committee seeks to do here, the Subordinated Noteholders
say.  The Subsidiary Guaranties simply do not exist to the extent
that the Conveying Subsidiaries did not receive reasonably
equivalent value, were rendered insolvent, or were left with
unreasonably small capital, the Subordinated Noteholders stress.

"It is not enough for the Committee to say that this Adversary
Proceeding will go forward against the Subordinated Noteholders
so that parties can determine and fix the amount of the
Subsidiary Guaranties," the Subordinated Noteholders complain.
The Committee has alleged fraudulent conveyance claims, not
claims to fix the amount of the Subsidiary Guaranties under the
Indenture and thus, no claims exist, the Subordinated Noteholders
remain.

The Subordinated Noteholders add that Section 274 of the New York
Debtor and Creditor Law do not apply to them as it only applies
to fraudulent conveyances -- and not to fraudulently incurred
obligations.

              Committee Addresses Motions to Dismiss

The Creditors Committee reiterates that its Amended Complaint has
stated sufficient claims to permit Citicorp to respond.  The
Committee has realleged that:

  (i) the incurrence of a new obligation and that the Amended
      Revolver Agreement was in all material respects a new
      loan, which Citicorp elected to extend when the Conveying
      Subsidiaries could no longer fulfill the terms of the
      January 2007 Revolver;

(ii) the Conveying Subsidiaries transferred interests in their
      property on July 31, 2007, because the Revolver Lenders
      did not perfect their security interest in the assets of
      the Conveying Subsidiaries until the parties signed the
      Amended Security Agreement on July 31, 2007;

(iii) the Conveying Subsidiaries incurred a new obligation for
      letters of credit issued before July 31, 2007, because
      those letters were expressly reissued under the Amended
      Revolver Agreement; and

(iv) Florida choice-of-law rules dictate that New York law
      applies to fraudulent conveyance claims.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, contends that a
complaint need only give notice of a basis for a claim, and it
need only plead enough fact to raise a reasonable expectation
that discovery will reveal evidence of the fraudulent
conveyances.  To this end, the Committee asks the Court to deny
Citicorp's Motion to Dismiss.

As to the Senior Transeastern Lenders, the Committee elaborates
that the claims against those Lenders arise from interrelated
transactions on July 31, 2007.  The Conveying Subsidiaries
borrowed $200 million from the First Lien Lenders and $300
million from the Second Lien Lenders, and secured that debt by
granting the Lenders liens on their property.  The money obtained
through those loans was used to fund the Transeastern Settlement,
in which more than $420 million was paid to the Senior
Transeastern Lenders to repay a debt for which the Conveying
Subsidiaries were not liable.  If that premise is correct, the
payment to the Senior Transeastern Lenders constitute a
fraudulent transfer, the Committee maintains.  On the other hand,
if the loan proceeds were not property of the Conveying
Subsidiaries, it is clear that a fraudulent transfer to the First
and Second Lien Lenders occurred by virtue of securing debt and
granting liens by the Conveying Subsidiaries, the Committee adds.

The Committee maintains that for present purposes, its Amended
Complaint sufficiently alleges that the proceeds of the First and
Second Lien Loans were property of the Conveying Subsidiaries.
The Committee asserts that the Senior Transeastern Lenders'
Motion to Dismiss should be denied, notwithstanding the
possibility that the Court may ultimately decide to the contrary
on the basis of a complete record.

Furthermore, the Committee emphasizes that the Senior
Transeastern Lenders' assertion that the loan proceeds were not
property of the Conveying Subsidiaries is entirely irrelevant as
the Conveying Subsidiaries were borrowers, not mere guarantors,
and thus the loan proceeds were their property.

The Committee comments that there is no need for the Court to
rule on hypothetical amendments to the Complaint.  The Committee
affirms that it has no intention at present to seek to add any of
those claims.

As to the Subordinated Noteholders, the Committee clarifies that
it does not oppose their request to dismiss the claims brought
under New York Debtor and Creditor Law.  The Committee, however,
argues that the Noteholders' Motion to Dismiss is barred under
Rule 12(g)(2) of the Federal Rules on Civil Procedure, which
provides "a party that makes a motion under Civil Rule 12 must
not make a motion under Rule 12 raising a defense or objection
that was available to the party but omitted from its earlier
motion."  The Committee avers that each of the defenses and
objections now raised by the Subordinated Noteholders was then
available to them when they filed their previous Motion to
Dismiss.  On that basis alone, the Noteholders' dismissal request
should be denied, the Committee remains.

On the Committee's behalf, Michael L. Waldman, Esq., at Robbins,
Russell, Englert, Orseck, Untereiner & Sauber LLP, in Washington,
D.C., further asserts that the Subordinated Noteholders' Motion
to Dismiss is meritless as well as untimely.  He points out that
while the Noteholders sought dismissal of the Conveying
Subsidiaries' guaranties on the New Subordinated Notes issued by
the Debtors, they do not contend that the Amended Complaint
failed to allege each of the elements of a fraudulent transfer
claim with respect to those guaranties.

Even if the Indenture Agreement would reduce the subsidiary
guarantor's obligations to preclude a fraudulent transfer, it
would still be necessary to adjudicate the liabilities and assets
of the subsidiary guarantors and the extent of their insolvency
in order to determine their obligations under the Guaranties, Mr.
Waldman notes.  The same factual and legal questions would need
to be answered, whether the proceeding to determine the answers
is denominated as a fraudulent transfer proceeding or as a
proceeding to fix the amount of the Subordinated Noteholders'
claims.  "Thus, dismissal would serve no practical purpose," Mr.
Waldman says.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.
(TOUSA Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


UNI-MARTS: Has Until Feb. 23 to File Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted a
request by Uni-Marts, LLC, and its debtor-affiliates to extend
their exclusive period to file a Chapter 11 reorganization plan to
Feb. 23, Bill Rochelle of Bloomberg News reports.

The Debtors sought an April 22 extension.

Mr. Rochelle notes that Uni-Marts won an extension although it was
unable to complete a sale of assets, which the Court approved.
The Debtors had named Atlantis the lead bidder at an August
auction of its assets.  Atlantis won the bid when no competing
offers were submitted, and the auction was canceled.  The buyer,
however, was unable to secure financing, and canceled the offer,
according to the report.

                        About Uni-Marts

Headquartered in State College, Pennsylvania, Uni-Marts LLC sells
consumer goods.  The company and six of its affiliates filed for
Chapter 11 protection on May 29, 2008 (Bankr. D. Del. Lead Case
No.08-11037).  Michael Gregory Wilson, Esq., at Hunton & Williams
LLP represents the Debtors in their restructuring efforts.  The
Debtor selected Epiq Bankruptcy Solutions LLC as its claims,
notice and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Blank Rome LLP as its
counsel.


VALLEY CLUB: Court Dismisses Chapter 11 Case
--------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho dismissed on Dec. 8, 2008, Valley Club Homes,
Inc.'s bankruptcy case, after conducting an evidentiary hearing on
Dec. 3, 2008.

As reported in the Troubled Company Reporter on Dec. 4, 2008,
Valley Club Homes, LLC asked the Court to dismiss its Chapter 11
bankruptcy case on these grounds:

  a. The sole remaining parcel of real property that it holds
     consists of a residence encumbered by a first deed of
     trust lien in favor of Mountain West Bank.  The Debtor does
     not believe there is equity in this property after payment
     of the secured debt, continuing interest, as well as payment
     of closing costs, to retire any of its unsecured
     debts.  D.L. Evans Bank and California National Bank have
     both obtained relief from stay from the Court permitting
     them to foreclose on the properties encumbered by them.

  b. Debtor does not believe there is current source of repayment
     for any of the unsecured creditors of the estate under
     current market conditions.

  c. As a result of the foregoing, Debtor does not believe there
     is sufficient property available to the estate for the
     Debtor to either formulate a Chapter 11 plan or for a
     Chapter 7 trustee to provide any effective relief for the
     Chapter 7 unsecured creditors.

In addition, the Debtor related that it has failed to obtain
financing as contemplated in its Chapter 11 plan and disclosure
statement.

Upon further review, however, the Debtor told the Court that it
believes it will be unable to reorganize its affairs or to amend
the disclosure statement in a manner sufficient to satisfy the
adequacy requirements of the Bankruptcy Code.

                    About Valley Club Homes

Headquartered in Ketchum, Idaho, Valley Club Homes LLC owns and
operates The Village Green at the Valley Club, a high-end
subdivision and golf course in Wood River Valley.  According to
the Idaho Mountain Express, Village Green was approved by the
Blaine County Commission in spring 2005.  Its development plan
included a nine-hole Tom Fazio golf course and construction of 43
custom homes, valued at about $3 million each.

The company filed for Chapter 11 protection on April 29, 2008
(Bankr. D. Idaho Case No. 08-40339).  Joseph M. Meier, Esq., at
Cosho Humphrey, LLP, in Boise, Idaho, represents the Debtor as
counsel.  In its amended schedules which was filed with the Court
on Oct. 21, 2008, the Debtor listed total assets of $32,435,402
and total debts of $24,380,856.


VERASUN ENERGY: Can Employ AP Services as Crisis Managers
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
VeraSun Energy Corp. and its affiliates to employ AP Services LLC
and designate James J. Bonsall as their chief restructuring
officer and senior vice president.

The Debtors' proposed counsel, Mark S. Chehi, Esq. at Skadden,
Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware,
contends that APS and Mr. Bonsall are well-suited to provide the
restructuring services required by the Debtors because they have
assisted and advised debtors, creditors, bondholders, investors
and other entities in numerous Chapter 11 cases of similar size
and complexity as the Debtors' Chapter 11 cases.  Mr. Bonsall is
a managing director of AlixPartners LLP, an affiliate of APS.

Mr. Bonsall has worked as a restructuring and financial
consultant for more than 29 years serving multinational public,
European and privately owned companies.  He, according to the
Debtors, has substantial knowledge and experience advising large
companies and assisting troubled companies with stabilizing their
financial condition, analyzing their options, and developing an
appropriate business plan to accomplish restructuring
initiatives.  In addition, Mr. Bonsall has served in executive
management roles at many large companies, including Peregrine
Incorporated, LTV Steel, Performance Fibers, FoxMeyer Drug
Company, and Environmental Quality Company.

The Debtors previously employed AlixPartners. Mr. Chehi states
that AlixPartners' employment was one of the critical elements in
the Debtors' decision to employ APS.  Since the time APS was
first engaged by the Debtors, APS has developed a great deal of
institutional knowledge regarding the Debtors' operations,
finance and systems, Mr. Chehi tells the Court.  The Debtors
believe that the institutional experience and knowledge will be
valuable to them in their efforts to reorganize.

APS and Mr. Bonsall will perform a broad range of services, which
include assisting:

  * the Debtors and their management in developing a short-term
    cash flow forecasting tool, associated variance reporting
    and related methodologies and to assist with planning for
    alternatives as requested by the Debtors;

  * the Debtors' management with the development of their
    business plan, and other related forecasts as may be
    required by the bank lenders in connection with negotiations
    or by the Debtors for other corporate purposes;

  * in managing the "working group" professionals who are
    assisting the Debtors in the reorganization process or who
    are working for the Debtors' various stakeholders to improve
    coordination of their effort and individual work product to
    be consistent with the Debtors' overall restructuring goals;

  * with providing testimony before the Court on matters that
    are within APS' areas of expertise;

  * with financing issues during the Debtors' Chapter 11 Cases;

  * in communication, presenting information and/or negotiation
    with outside constituents including the banks, their
    advisors and committees appointed by the Court, and
    the Court;

  * with the preparation of the statement of affairs, schedules,
    and other regular reports required by the Court or which
    are customarily issued by the Debtors' Chief Financial
    Officer;

  * as requested in tasks like reconciling, managing, and
    negotiating claims, determining preferences and the
    collection of the same, document management, preservation of
    electronic data, and the like;

  * the Debtors and their counsel in confirmation of any plan of
    reorganization filed in these Chapter 11 Cases; and

  * with other matters as may be requested that fall within APS'
    expertise and that are mutually agreeable.

The Debtors propose to pay APS for Mr. Bonsall's service at the
rate of $750 per hour.  In addition, the Debtors have agreed that
services provided by an APS temporary staff, to assist Mr.
Bonsall, will be billed at the these hourly rates:

  Professional          Description              Hourly Rate
  ------------          -----------              -----------
  Barry Folse           Case management             $650
  Robert Bush           Cash management             $620
  Robert Rakowski       Cash management             $565
  Carrianne Basler      Cash & case management      $565
  Brent Robison         Case management             $485
  Anton Kolev           Cash & other modeling       $375
  Rob Butler            Case management             $245

Fees for all APS personnel are based on the hours worked and the
title of each professional:

  Title                           Hourly Rate
  -----                           -----------
  Managing directors             $650 to $850
  Directors                      $485 to $650
  Vice presidents                $335 to $480
  Associates                     $250 to $340
  Analysts                       $225 to $250
  Paraprofessionals              $170 to $200

APS will invoice the Debtors for $200,000 at the beginning of
each week, and the Debtors will pay the amount on the same day.
A reconciliation of actual services rendered and expenses
incurred to amounts invoiced and paid will be performed monthly,
and a true-up credit or charge will be calculated.  The true-up
will be applied to the following week's invoice resulting in an
increase or decrease to the invoice.

APS will not be required to seek Court approval before payment of
the hourly fees and expenses.  Instead, 100% of the fees and
expenses will be paid in the ordinary course.

In addition to hourly fees, APS will have the right to earn a
success fee of $3,500,000 if the Debtors (i) confirm a plan of
reorganization that becomes effective, or (ii) complete one or
more transactions that become effective or are consummated within
18 months of the date of the APS' engagement, that substantially
transfer a significant portion of the business as a going concern
to another entity.

Beginning in the 19th month of APS' engagement, the Success Fee
will be reduced at the rate of $100,000 per month until its
amount is $2,500,000, after which point it will not be further
reduced.  If the Chapter 11 cases are converted to Chapter 7
cases, then the Success Fee will not be payable, provided that,
in the event that the Transactions occur, then APS will be
entitled to the Success Fee even if the Debtors' remaining estate
becomes a Chapter 7 liquidation under the Bankruptcy Code.

In addition to compensation for services rendered by APS'
personnel, APS will seek reimbursement for reasonable and
necessary expenses incurred in connection with the Chapter 11
cases.

Mr. Bonsall disclosed that APS received $250,000 as a retainer
from the Debtors during the 90-day period before the Petition
Date.  For the period of August 1, 2008, through October 31,
2008, APS incurred and was paid for fees and expenses amounting
to $1,587,870.  The amount includes an estimate of fees and
expenses for the October period amounting to $380,805.

Because APS is not being employed as a professional pursuant to
Section 327 of the Bankruptcy Code, it will not submit quarterly
fee applications.  However, APS will provide notice to the United
States Trustee and all official committees, of reports on
compensation earned and expenses incurred on at least a quarterly
basis.

The Debtors agree to indemnify, hold harmless, and defend APS and
its affiliates from and against all claims, liabilities, losses,
expenses, and damages incurred by them in the performance of
duties.

Mr. Bonsall tells the Court that neither he nor APS or its
managing directors have any connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in the Chapter 11 cases.  Based on a search,
Mr. Bonsall says that APS knows of no fact or situation that
would represent a conflict of interest for APS with regard to the
Debtors.  However, APS discloses that it may have represented, or
is representing, several parties-in-interest in the Debtors'
bankruptcy cases in matters wholly unrelated to the bankruptcy
cases.  A copy of the Disclosures is available for free at:

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

Mr. Bonsall assures the Court that APS holds no adverse interest
as to the matters for which it has been employed by the Debtors.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Seeks to Employ Deloitte Tax As Advisors
--------------------------------------------------------
VeraSun Energy Corp. and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Tax LLP to perform tax services including but not limited
to tax return preparation, tax consulting, and advisory services
nunc pro tunc to November 3, 2008.

Mark D. Dickey, the Debtors' senior vice president, general
counsel and corporate secretary, relates that Deloitte Tax was
asked by the Debtors to provide necessary services after the
Petition Date and has done so since November 3, 2008.  He adds
that Deloitte Tax has provided various prepetition tax services
to the Debtors for approximately one year, and accordingly, is
quite familiar with the Debtors' tax circumstances.

Mr. Dickey contends that Deloitte Tax fulfills a vital need that
compliments the services offered by the Debtors' other
restructuring professionals.  He further contends that Deloitte
Tax's capabilities will enhance the potential for a successful
resolution of the Debtors' Chapter 11 cases.

Affiliates of Deloitte Tax, Deloitte & Touche LLP and Deloitte
Financial Advisory Services LLP, have provided prepetition and
certain postpetition services to the Debtors, Mr. Dickey notes.
He says the Debtors will seek the Court's separate authorization
for the Deloitte Affiliates' retentions.

As tax advisors, Deloitte Tax will advise the Debtors:

  (a) regarding the restructuring or bankruptcy emergence
      process, including the tax workplan;

  (b) on the cancellation of debt income for tax purposes;

  (c) on post-bankruptcy tax attributes available under
      applicable tax regulations and the absorption of
      attributes based on the Debtors;

  (d) on the potential effect of the "Alternative Minimum Tax"
      in various post-emergence scenarios;

  (e) on the effects of tax rules pertaining to post-bankruptcy
      net operating loss carryovers and limitations on their
      utilization;

  (f) on Net Built-in Gain or Loss position at the time of any
      "ownership change," including limitations on use of tax
      losses generated from post-bankruptcy asset or stock
      sales;

  (g) in their work with creditors;

  (h) as to the proper tax treatment of postpetition interest
      for state and federal income tax purposes;

  (i) as to the proper state and Federal income tax treatment of
      prepetition and postpetition reorganization costs
      including restructuring-related professional fees and
      other costs, including the categorization and analysis of
      costs and the technical positions related thereto;

  (j) in their evaluation and modeling the effects of
      liquidating, merging, or converting entities as part of
      the restructuring, including the effects on federal and
      state tax attributes, state incentives, apportionment, and
      other tax planning;

  (k) in their review and analysis of the tax treatment of items
      adjusted for GAAP purposes as a result of "fresh start"
      accounting as required for the emergence date of the U.S.
      GAAP balance sheet in an effort to identify the
      appropriate tax treatment of adjustments to equity and
      other tax basis adjustments to assets and liabilities
      recorded;

  (l) in their documentation, as appropriate, Deloitte Tax's tax
      analysis, opinions, recommendation, observations, and
      correspondences for any proposed restructuring alternative
      tax issue or other tax matter;

  (m) regarding other state or Federal income tax questions that
      may arise, as requested by the Debtors, and as may be
      agreed to by Deloitte Tax.  The services do not include
      rendering of tax opinions or review of required tax
      disclosures;

  (n) in their effort to identify tax issues and planning
      opportunities related to debt restructuring and/or
      bankruptcy from a state and local perspective, including,
      but not limited to, advising the Debtors on state adoption
      of IRC Section 108 on debt forgiveness and attribute
      reduction under IRC Section 108(b)(5), state tax effects
      of Section 346 of the Bankruptcy Code, and state positions
      with respect to state tax attribute utilization
      limitations post-bankruptcy;

  (o) on relevant state tax laws and apply them to the Debtors'
      specific facts, including the importance of tracking
      attributes on an entity by entity and state by state
      basis;

  (p) on the states' ability to file claims before the bar date
      for existing or potential liabilities for income tax and
      the need to establish reserves for bankruptcy claims;

  (q) in their efforts to preliminarily identify tax issues and
      state and local planning opportunities related to post-
      restructuring including, but not limited to, evaluating
      structural strategies to assist the Debtors in attempting
      to minimize state income taxes through the utilization of
      net operating losses, creation of special purpose entities
      or reorganization of the business along functional lines,
      property taxes, sales & use taxes, and other state and
      local taxes as appropriate;

  (r) in their efforts to estimate the tax basis in the stock in
      each of the Debtors' subsidiaries or other entity
      interests; and

  (s) with day-to-day federal and state questions as requested.

Deloitte Tax will also provide these additional services:

  * Preparation of the short period Federal and State tax
    returns for Debtor US Bioenergy Corporation;

  * Preparation of the Federal and State tax returns for VeraSun
    Energy Corporation for the taxable year ended December 31,
    2008;

  * Certain FAS 109-related services including assistance with
    calculations for December 31, 2008; and

  * Other Additional Tax Services as may be requested by the
    Debtors and as may be agreed to by Deloitte Tax, including
    General Corporate Tax Advisory Services and assistance to
    the Debtors in connection with IRS audits.

The Debtors will pay Deloitte Tax according to its customary
hourly rates:

    Professional             Hourly Rate
    ------------             -----------
    Partner                     $595
    Director                    $580
    Senior Manager              $505
    Manager                     $400
    Senior Associate            $300
    Staff                       $190

For the Additional Tax Services, Deloitte Tax will be paid these
hourly rates:

    Partner                     $470
    Director                    $460
    Senior Manager              $410
    Manager                     $330
    Senior Associate            $260
    Staff                       $180

Deloitte Tax will also seek reimbursement for reasonable and
necessary expenses, including travel, report production, delivery
services, and other expenses incurred in providing the
Professional Services.

Mr. Dickey discloses that the approximate amount of estimated
fees for services provided to the Debtors from November 3 to
December 8, 2008, is $103,643 and $1,129 in related expenses.  He
adds that Deloitte Tax was paid approximately $617,229 in the 90
days before the Petition Date and has received no other
compensation from the Debtors.

As of the Petition Date, Deloitte Tax is owed $302,015, however,
Deloitte has agreed to waive the prepetition claim.

Subject to the Court's approval, the Debtors agree to indemnify
and hold harmless Deloitte Tax, its subcontractors from all
claims, except to the extent judicially determined to have
resulted primarily from the gross negligence, bad faith, or
intentional misconduct of Deloitte Tax or its subcontractors.  In
any event, the aggregate liability of Deloitte Tax, its
subcontractors for any claim will not exceed an amount
proportional to the relative default that their conduct bears to
all other conduct giving rise to a claim.

Mr. Dickey submits that the Debtors intend for Deloitte Tax's
services to complement, and not duplicate, the services to be
rendered by any other professional retained in the Chapter 11
cases.

Boake D. Munsch, a partner of Deloitte Tax, assures the Court
that his firm is a "disinterested person" under Section 101(14)
of the Bankruptcy Code and that the firm neither holds nor
represents any interest adverse to the Debtors or their estates.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Committee Seeks to Retain Greenberg as Co-Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of VeraSun Energy
Corp. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to retain Greenberg Traurig LLP as co-
counsel, nunc pro tunc to November 14, 2008.

The Committee tells the Court that it selected Greenberg because
of its substantial experience appearing before courts in the
District of Delaware and its substantial experience representing
committees and creditors in complex bankruptcy cases.

As the Committee's co-counsel, Greenberg will:

  (a) provide legal advice with respect to the Committee's
      rights, powers and duties;

  (b) prepare all necessary applications, answers, responses,
      objections, orders, reports and other legal papers;

  (c) represent the Committee in any and all matters, including
      any disputes or issues with the Debtors, alleged secured
      creditors and other third parties;

  (d) assist the Committee in its investigation and analysis of
      the Debtors, including but not limited to, the review and
      analysis of all pleadings, claims and/or plans or
      reorganization that may be filed in the Chapter 11 cases
      and any negotiations or litigation that may arise out of
      or in connection with similar matters, operations and
      financial affairs;

  (e) represent the Committee in all aspects of confirmation
      proceedings; and

  (f) perform all other legal services for the Committee that
      may be necessary or desirable.

The Committee notes that it has filed an application to retain
Akin Gump Strauss Hauer & Feld LLP as co-counsel, however, the
services to be provided by Greenberg will not be duplicative of
those provided by Akin Gump.  In addition, Greenberg will
coordinate any services performed with the services of Akin Gump,
as appropriate, to minimize duplication of effort.

Greenberg will be paid based on its current hourly rates
applicable to the principal attorneys and paralegals proposed to
represent the Committee:

    Donald J. Detweiler       $585
    Sandra G. M. Selzer       $415
    Dennis A. Meloro          $385
    Elizabeth C. Thomas       $195

Other attorneys and paralegals will render services to the
Committee as needed.  Generally, Greenberg's hourly rates are in
these ranges:

    Shareholders                  $235 to $780
    Associates                    $130 to $480
    Legal Assistants/Paralegals    $65 to $230

Donald J. Detweiler, Esq., a shareholder at Greenberg, assures
the Court that to the best of his knowledge, his firm does not
hold or represent any interest adverse to the Debtors or their
estates, their creditors, or any other party-in-interest.  He
adds that Greenberg is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

However, Mr. Detweiler notes that Greenberg is a large firm and
it may have represented certain creditors of other parties in
interest in matters unrelated to the Debtors' Chapter 11 cases.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VERASUN ENERGY: Committee Seeks to Retain Houlihan as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of VeraSun Energy
Corp. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to retain Houlihan Lokey Howard & Zukin
Capital, Inc.as financial advisor and investment banker, nunc pro
tunc to November 18, 2008.

Houlihan Lokey is a nationally recognized investment banking and
financial advisory firm with offices worldwide and more than 800
professionals.  It has served as financial advisor in some of the
largest and most complex restructuring matters in the United
States, including as financial advisory to Buffets Holdings, Inc.
and AmeriServe Food Distribution, Inc.

The Committee contends that in light of the size and complexity
of the Debtors' cases, it needs a seasoned and experienced
financial advisor, like Houlihan Lokey, that is familiar with the
Debtors' businesses and the Chapter 11 process.

As the Committee's financial advisor and investment banker,
Houlihan Lokey will:

  (a) analyze business plans and forecasts of the Debtors;

  (b) evaluate the assets and liabilities of the Debtors;

  (c) assess the financial issues and options concerning the
      sale of the Debtors and any Chapter 11 plan of
      reorganization or liquidation;

  (d) analyze and review the financial and operating
      statements of the Debtors;

  (e) provide financial analyses as the Committee may require
      in connection with the Cases;

  (f) assist in the determination of an appropriate capital
      structure for the Debtors;

  (g) analyze strategic alternatives available to the Debtors;

  (h) evaluate the Debtors' debt capacity in light of its
      projected cash flows;

  (i) evaluate and negotiate the terms of any postpetition
      financing;

  (j) assist the Committee in identifying potential
      alternative sources of liquidity in connection with any
      Plan;

  (k) represent the Committee in negotiations;

  (l) provide testimony in Court on behalf of the Committee,
      if necessary; and

  (m) provide other financial advisory and investment banking
      services as may be agreed upon by Houlihan Lokey and the
      Committee.

Houlihan Lokey will be entitled to receive, as compensation for
its services:

  -- a monthly fee of $250,000, of which $100,000 will be
     credited against a deferred fee;

  -- a deferred fee equal to $2,000,000 earned and payable upon
     the earlier of confirmation of a Plan with respect to
     VeraSun Energy Corporation or the disposition of
     substantially all of the Debtors' assets; and

  -- reimbursement for reasonable out-of-pocket expenses
     incurred from time to time in connection with its services
     after invoicing the Debtors.

Houlihan Lokey will be indemnified and held harmless from and
against any and all losses, claims, damages or liabilities in
connection with the engagement, except to the extent they arise
as a result of Houlihan Lokey's gross negligence or willful
misconduct.

Christopher R. DiMauro, a managing director of Houlihan Lokey,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
He says that none of Houlihan Lokey's directors, managers,
members, partners, and employees has any interests materially
adverse to the Debtors and their estates.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


VIREXX MEDICAL: Paladin Is Sole Shareholder; Obtains $1.25MM Loan
-----------------------------------------------------------------
ViRexx Medical Corp. said that Paladin Labs Inc. became the sole
shareholder of the company in accordance with the Order for
Reorganization in ViRexx's Proposal Proceedings under the
Bankruptcy and Insolvency Act (Canada) and under the Alberta
Business Corporations Act.

According to TMCnet.com, Paladin Labs provided $1.25 million in
debtor-in-possession financing to ViRexx Medical making it the
sole shareholder.  The facility will be used to pay creditors and
legal fees, the report says.

All existing issued and outstanding shares and options of Virexx
were cancelled without payment or other consideration and Paladin
Labs will take the steps necessary to cease being a reporting
issuer in Canada and the United States.

The Troubled Company Reporter on Dec. 5, 2008, said, as a result
of having insufficient financial resources to meet all of its
existing creditor obligations, on Oct. 16, 2008, the company filed
a Notice of Intention to make a Proposal under the Bankruptcy and
Insolvency Act.  This filing allowed the Company to maintain
scaled-back operations and the integrity of its assets while
evaluating its strategic alternatives and developing a
restructuring proposal for creditors.  During this period Meyers
Norris Penny Limited was appointed as trustee and monitored the
activities of the company while the company formulated a Proposal
for its creditors.

On Nov. 17, 2008, the company obtained an Order from the Court to
obtain debtor in possession financing from Paladin Labs Inc. in
order to assist the company to complete its restructuring process.
Pursuant to this Order, on Nov. 18, 2008, the company filed the
Proposal with the Trustee who then called and held a meeting of
unsecured creditors on Nov. 28, 2008, to consider the proposal.

At the meeting, unsecured creditors of the company voted in favour
of the Proposal. Summary of Proposed Order Under the Proposal and
the proposed Order for Reorganization, Paladin or its assignee is
intended to become the sole shareholder of the company. One of
the consequences of which is that the company will take the steps
necessary to cease being a reporting issuer in Canada and the
United States.

                        About Paladin Labs

Headquartered in Montreal, Canada, Paladin Labs Inc. --
http://www.paladinlabs.com-- operates a pharmaceutical company
focused on acquiring or licensing pharmaceutical products for the
Canadian market.

                        About ViRexx Medical

ViRexx Medical Corp. (TSX: VIR) (AMEX: REX) is a Canadian-based
development-stage biotech company focused on developing
innovative-targeted therapeutic products that offer better quality
of life and a renewed hope for living. The company's platform
technologies include product candidates for the treatment of
Hepatitis B, Hepatitis C, avian influenza viral infections,
biodefence and nanoparticle applications, select solid
tumors and late-stage ovarian cancer.


VIRGIN MOBILE: Board Awards Restricted Stock Units to Directors
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of Virgin
Mobile USA, Inc., approved on December 23, 2008, awards of
restricted stock units to the directors of the company, effective
immediately.  Thomas O. Ryder, Chairman of the Board, was awarded
48,000 RSUs, and all other directors were awarded 32,000 RSUs.
One-third of each RSU grant will vest on November 1, 2009,
November 1, 2010, and November 1, 2011.

The awards were approved subject to approval by the company's
stockholders of the issuance of additional shares of authorized
but unissued and unreserved shares of the company's Class A common
stock reserved for issuance under the 2007 Omnibus Incentive
Compensation Plan.

On December 1, 2008, the Compensation Committee approved awards
for the year ended December 31, 2009, to John Feehan, the
company's Chief Financial Officer.  Based on this methodology, the
total value of the awards for 2009 granted by the Compensation
Committee to Mr. Feehan (including both cash and equity
compensation) was between the 25th and 50th percentile of the
value of annual grants for chief financial officers at companies
in the company's peer groups.

Mr. Feehan received a grant of 400,000 restricted stock units
pursuant to the 2007 Omnibus Incentive Compensation Plan.  The
grant was awarded subject to approval by the company's
stockholders of the issuance of additional shares of authorized
but unissued and unreserved shares of the company's Class A common
stock reserved for issuance under the Omnibus Plan.  One-third of
Mr. Feehan's RSU grant will vest on January 1, 2010, January 1,
2011, and January 1, 2012.

The Compensation Committee established a target cash award of
$750,000 for Mr. Feehan pursuant to the company's 2009 Mid-Term
Bonus Plan, subject to the company's performance against targets
for Net Service Revenue and EBITDA in 2009. The actual cash payout
to Mr. Feehan pursuant to the Mid-Term Bonus Plan will be
determined based on the company's performance relative to targets
for Net Service Revenue and EBITDA for the year 2009 and made in
these percentages as of these dates:

     30% of actual cash payout on February 28, 2010;
     30% of actual cash payout on August 31, 2010; and
     40% of actual cash payout on February 28, 2011.

On December 12, 2008, Frances Brandon-Farrow resigned from the
Board, effective immediately.  The Virgin Group may designate up
to three members of the company's Board.  Prior to her
resignation, Ms. Brandon-Farrow had been a Virgin Group designee.

The Virgin Group has named Gordon D. McCallum as its new designee
to the Board.  Mr. McCallum, 48, has been chief executive officer
of Virgin Management Limited a U.K.-based management services
company, since September 2005.  From January 1998 to September
2005, Mr. McCallum worked at Virgin Management as its group
strategy director.

On December 12, 2008, the company and its Chief Executive Officer,
Daniel H. Schulman, entered into Amendment No. 1 to Mr. Schulman's
Amended and Restated Employment Agreement.  The Amendment is
intended to ensure that Mr. Schulman's Amended and Restated
Employment Agreement complies with Section 409A of the Internal
Revenue Code.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.

As reported by the Troubled Company Reporter on December 5, 2008,
Virgin Mobile has said that, based on its expected cash flows from
operations and available funds from its revolving credit facility,
management believes that the company has the ability to finance
its projected operating, investing and financing requirements of
existing operations and planned customer growth through at least
September 30, 2009.  In June, the company entered into a Second
Amendment to its Revolving Credit Facility.  The amendment
increased the Virgin Group's lending commitment from $75 million
to $100 million and added SK Telecom as a new lender with a
lending commitment of $35 million.  In October 2008, the company
borrowed an additional $20.0 million under the Revolving Credit
Facility, bringing the total amount outstanding under the
Revolving Credit Facility to $75.0 million.


VIRGIN MOBILE: Dec. 2008 Payment Under Sprint Pact Reduced
----------------------------------------------------------
Virgin Mobile USA, L.P., the operating partnership of Virgin
Mobile USA, Inc., entered into sixth and seventh amendments to the
company's Amended and Restated PCS Services Agreement dated
October 16, 2007, with Sprint Spectrum, L.P., an affiliate of
Sprint Nextel Corporation.

Under the terms of the Sixth Amendment, the company's required
payment for the year ended December 31, 2008, will decrease from
$320 million to $318 million, and Sprint Nextel will provide the
company with an additional network usage credit of $2.00 for each
gross additional customer between October 1, 2008, and December
31, 2008, which will be accretive to the credit of $2.50 and not
subject to the $10 million limit.

Under the Seventh Amendment, beginning in 2009, the company will
no longer be subject to minimum annual payments and will pay fixed
rates for voice, messaging and data traffic that are lower than
rates applicable in 2008.  The company may benefit from additional
discounts to these rates in 2010, with the degree of discount
based upon the total payments made for 2009 -- including payments
pursuant to the Amended and Restated Trademark License Agreement
between the company and Sprint Communications company, L.P., an
affiliate of Sprint Nextel, dated October 16, 2007.  The company
and Sprint Nextel will negotiate rates for 2011 and beyond, but if
they fail to reach terms, the rates for 2010 will apply.

The parties entered into a fifth amendment to the PCS Services
Agreement in June.  The Fifth Amendment required the company to
pay Sprint Nextel at least $320 million, $370 million and $420
million during the years ended December 31, 2008, 2009 and 2010,
respectively, for wireless network services, including voice,
messaging and data traffic.  In addition, the Fifth Amendment
obligated Sprint Nextel to pay the company a $2.50 network usage
credit for each gross additional customer between July 1, 2008 and
December 31, 2009, up to a maximum of $10 million.

                      About Sprint Nextel

Based in Overland Park, Kansas, Sprint Nextel Corp. (NYSE: S) --
http://www.sprint.com/-- is the third largest national wireless
provider behind AT&T and Verizon, according to Moody's Investors
Service.  Sprint Nextel offers a comprehensive range of wireless
and wireline communications services and is widely recognized for
developing, engineering and deploying innovative technologies,
including two wireless networks serving nearly 51 million
customers at the end of the third quarter 2008; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

In the third quarter 2008, Sprint Nextel incurred a net loss of
$326 million compared to net income of $64 million in the third
quarter 2007.  The company incurred a net loss of $1.2 billion in
the year-to-date period 2008 compared to a net loss of $128
million in the year-to-date period 2007, primarily due to a
decline in its Wireless segment earnings.

The company's balance sheets as of September 30, 2008, show $61.8
billion in total assets, including $4.1 billion in cash and cash
equivalents; $40.7 billion in total liabilities; and $29.5 billion
in accumulated deficit.

                       About Virgin Mobile

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.

As reported by the Troubled Company Reporter on December 5, 2008,
Virgin Mobile has said that, based on its expected cash flows from
operations and available funds from its revolving credit facility,
management believes that the company has the ability to finance
its projected operating, investing and financing requirements of
existing operations and planned customer growth through at least
September 30, 2009.  In June, the company entered into a Second
Amendment to its Revolving Credit Facility.  The amendment
increased the Virgin Group's lending commitment from $75 million
to $100 million and added SK Telecom as a new lender with a
lending commitment of $35 million.  In October 2008, the company
borrowed an additional $20.0 million under the Revolving Credit
Facility, bringing the total amount outstanding under the
Revolving Credit Facility to $75.0 million.


VIRGIN MOBILE: No Exact Date Yet on Special Stockholders Meeting
----------------------------------------------------------------
Virgin Mobile USA, Inc., will hold a special meeting of
stockholders at a yet to be determined date in 2009.

Peter Lurie, General Counsel and Corporate Secretary of Virgin
Mobile USA, says the purpose of the meeting is:

   1. To approve an amendment to the company's Amended and
      Restated Certificate of Incorporation to (i) increase the
      number of authorized shares of Class B common stock from
      one share to two shares and (ii) add SK Telecom USA, Inc.
      as a "Founding Stockholder".

   2. To approve (i) the issuance of shares of Class A common
      stock upon conversion of the shares of Series A Convertible
      Preferred Stock issued to Corvina Holdings Limited and SK
      Telecom USA, Inc. and (ii) the granting of voting rights to
      the Virgin Group and SK Telecom with respect to the
      Series A Preferred Stock.

   3. To approve an amendment to the company's 2007 Omnibus
      Incentive Compensation Plan to increase the number of
      shares of common stock designated for issuance thereunder
      from 7,726,384 shares to 12,726,384 shares.

   4. To approve the adjournment of the meeting, if necessary or
      appropriate, to solicit additional proxies if there is an
      insufficient number of votes at the meeting to approve the
      proposals.

   5. To transact other business as may properly come before the
      meeting or any adjournment or postponement.

The Board of Directors of the company has yet to fix a record date
for the determination of stockholders entitled to notice of and to
vote at the Special Meeting.

On December 4, 2008, Virgin Mobile USA entered into a voting
agreement with SK Telecom USA.  On December 9, the company entered
into additional, separate agreements with each of Corvina, an
affiliate of the Virgin Group, and Sprint Ventures, Inc., an
affiliate of Sprint Nextel Corporation.  Under the terms of the
agreements, each of Corvina, Sprint Ventures and SK Telecom, as
Controlling Stockholders, agreed to vote its shares of the
company's capital stock in favor of a proposal to increase the
shares reserved for issuance under the Omnibus Plan at the special
meeting.

Sprint Nextel has agreed to vote its Class B common stock in favor
of the proposal so long as it continues to be recommended by the
majority of independent directors of the company at the time of
the special meeting.  The Virgin Group has agreed to vote its
stock in favor of the proposal so long as it continues to be
approved by the majority of the full Board at the time of the
special meeting.  The votes will be counted to satisfy the
approval requirements of the New York Stock Exchange.

As of December 9, 2008, taking into account the conversion of SK
Telecom's interest in Virgin Mobile USA, L.P., into Class A common
stock, the Controlling Stockholders collectively represented
roughly 60% of the voting power of the company's capital stock.
On December 2, 2008, SK Telecom exchanged its interest in the
Operating Partnership for company Class A common stock.  Following
the conversion, SK Telecom holds approximately 17% of the
company's Class A common stock.

                       About Virgin Mobile

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA was founded as a joint venture between Sprint
Nextel and the Virgin Group, and launched its service nationally
in July 2002.  As of September 30, 2008, the company served 5.2
million customers.

According to Virgin Mobile's unaudited balance sheet on Sept. 30,
2008, the company has $395,989,000 in assets, $695,081,000 in
liabilities and $355,482,000 stockholders' deficit.

As reported by the Troubled Company Reporter on December 5, 2008,
Virgin Mobile has said that, based on its expected cash flows from
operations and available funds from its revolving credit facility,
management believes that the company has the ability to finance
its projected operating, investing and financing requirements of
existing operations and planned customer growth through at least
September 30, 2009.  In June, the company entered into a Second
Amendment to its Revolving Credit Facility.  The amendment
increased the Virgin Group's lending commitment from $75 million
to $100 million and added SK Telecom as a new lender with a
lending commitment of $35 million.  In October 2008, the company
borrowed an additional $20.0 million under the Revolving Credit
Facility, bringing the total amount outstanding under the
Revolving Credit Facility to $75.0 million.


WARD CLEMMONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ward W. Clemmons
        10909 Woodland Drive
        Fort Smith, AR 72916

Joint Debtor: Anna Marie Clemmons

Bankruptcy Case No.: 08-74839

Chapter 11 Petition Date: November 25, 2008

Court: United States Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Debtor's Counsel: Darrell W. Johnson, Esq.
                  Attorney at Law
                  20 North 6th Street
                  Fort Smith, AR 72901-2102
                  Tel: (479) 783-0207
                  Email: darrellwj16@yahoo.com

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

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

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

             http://bankrupt.com/misc/arwb08-74839.pdf


WASHINGTON COAST I: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Washington Coast I LLC
        10325 East Penstamin Drive
        Scottsdale, AZ 85255

Bankruptcy Case No.: 08-18608

Chapter 11 Petition Date: December 22, 2008

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Tel.: (602) 264-4550
                  Fax : (602) 277-0144
                  Email: anewdelman@qwestoffice.net

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Matthew A. Doney, Managing Member of
the company.


WERNER LADDER: Judge Carey to Handle $1BB Suit vs. Shareholders
---------------------------------------------------------------
Old Ladder Litigation Co. LLC's lawsuit against more than 200
former shareholders, directors, officers, and advisors of Werner
Holding Co., Inc., and affiliates, has been referred to Judge
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware.

The lawsuit, which seeks about $1,000,000,000 in damages and
awards, was originally filed in the U.S. District Court for the
Southern District of New York.

As reported by the Troubled Company Reporter on Oct. 20, 2008,
Judge Richard M. Berman of the U.S. District Court for the New
York District Court authorized the transfer of venue.

The lawsuit, filed on Jan. 24, 2008, by the Old Ladder Litigation
Co., LLC, as Litigation Designee, seeks, among other things, to
recover on behalf of Werner's unsecured creditors in excess of
$480,000,000 in alleged "fraudulent transfers" made by Werner to
certain entities, including Investcorp Bank, B.S.C., in 1997 and
2003.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

On June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  New Werner
Holding Co. (DE), LLC, a newly formed corporation, purchased
substantially all the Debtors' assets in 2007.  New Werner is a
separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).



WERNER LADDER: Fox Rothschild Sues Old Ladder for Fees
------------------------------------------------------
Fox Rothschild, LLP, asks the U.S. Bankruptcy Court for the
District of Delaware for judgment in its favor for amounts in
excess of $75,000, in connection with services rendered to Old
Ladder Litigation Co., LLC, as litigation designee to Werner
Holding Co. and its affiliates.

Old Ladder Litigation Co. LLC, as litigation designee, previously
retained Fox Rothschild to prosecute certain adversary
actions against various individuals.

In connection with an agreement relating to Fox's retention, the
Litigation Designee, agreed to compensate the firm on a 20%
contingent fee basis for all recoveries whether or not a lawsuit
is commenced or settlement is ultimately reached by Fox or any
other firm.  In addition, the agreement provides that if Fox
files a lawsuit on Old Ladder's behalf to recover any alleged
preferential payments aggregating less than $10,000, in addition
to the Contingent Fee, Fox's recoveries totals 25%.

The engagement and billing attorney at the time was Daniel K.
Astin, Esq.  On August 8, 2008, Mr. Astin left Fox and joined
Ciardi Ciardi and Astin PC.

Pursuant to the Fee and Billing Procedure Agreement, Fox tells
the Court that it prosecuted and negotiated settlements in
several preference actions totaling $508,611, of which $400,298
has already been paid over by Fox to Old Ladder before Mr.
Astin's departure.  The remaining $108,312 is in the process of
being documented and finalized.

Based on contingency percentages set in the Billing and Procedure
Agreement, Fox asserts that Old Ladder owes it at least $103,648.

In addition to Preference Actions, Old Ladder engaged Fox to
represent it in a fee contest.  Pursuant to the engagement, Old
Ladder incurred legal fees amounting to $46,555 for services
rendered through July 31, 2008.

Old Ladder also engaged Fox's services as co-counsel in an action
in the U.S. District Court for the Southern District of New York.
Fox reveals that Old Ladder incurred legal fees aggregating
$39,979 for services rendered through July 31, 2008.

Furthermore, Levine Leichtman Capital Partners III LP engaged Fox
to represent it in connection with the bankruptcy plan
confirmation in the bankruptcy case captioned Old Ladder Co.,
f/k/a Werner Co., C.A., No. 06-10580 (KJC).  Pursuant to that
engagement, Fox incurred $13,302 of fees and costs through
July 31, 2008.  Fox reveals that Levine Leichtman incurred legal
fees and costs amounting to $13,302 for services rendered
regarding plan confirmation services and $384 for services
rendered in the Buffets case.  Fox says that to date, despite
repeated requests for payment of the Fees, Old Ladder and Levine
Leichtman has refused to pay Fox any of the outstanding amounts
owed.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

On June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  New Werner
Holding Co. (DE), LLC, a newly formed corporation, purchased
substantially all the Debtors' assets in 2007.  New Werner is a
separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WERNER LADDER: Wilkie Farr Faces Lawsuit for Negligence
-------------------------------------------------------
Old Ladder Litigation Co., LLC, as litigation designee to Werner
Holding Co. and its affiliates, filed a suit before the U.S.
Bankruptcy Court for the District of Delaware seeking damages
against Willkie Farr & Gallagher, LLP, for professional negligence
and breaches of contract in connection with legal services it
provided to Werner Co. and its affiliates.

The Litigation Designee alleges that before the Petition Date,
upon Willkie Farr's advise, the Debtors entered into a 2005
refinancing, which only served to deepen their insolvency and
prolonged inevitable bankruptcy filing.

Willkie Farr, the Litigation Designee asserts, failed to properly
advise the Debtors' insiders that the 2005 refinancing was a
breach of their fiduciary duties to creditors because the
refinancing would only serve to further their self-interests and
prolong an inevitable bankruptcy filing.

The Litigation Designee further accuses Willkie Farr of breaching
its duties in connection with its advice regarding the timing of
the filing of bankruptcy.

"Willkie should have advised [the Debtors] to file bankruptcy
prior to June 12, 2006 in order to preserve the statute of
limitations on breach of fiduciary claims under Delaware law, or
alternatively, should have advised disinterested insiders to file
prior to June 12, 2006," Daniel K. Astin, Esq., at Ciardi Ciardi
& Astin PC, in Wilmington, Delaware, tells the Court.

As a result of Willkie's negligence, the Debtors suffered damages
in an amount to be proven at trial, the Litigation Designee
alleges.

The Litigation Designee asks the Court for a trial by jury of any
issues triable.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

On June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  New Werner
Holding Co. (DE), LLC, a newly formed corporation, purchased
substantially all the Debtors' assets in 2007.  New Werner is a
separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WERNER LADDER: Litig. Designee Wants PWC Fees Disgorged
-------------------------------------------------------
Old Ladder Litigation Co., LLC, as litigation designee to Werner
Holding Co. and its affiliates, asks the U.S. Bankruptcy Court for
the District of Delaware to compel PricewaterhouseCoopers LLP to
disgorge postpetition fees paid by the Debtors.

The Debtors employed PricewaterhouseCoopers as tax advisors and
auditors.  The employment was supported by an affidavit, which
disclosed that PWC received a total of $217,189 from the Debtors
during the 90-day period that preceded the Petition Date.  PwC
failed to disclose that it received $64,763 during the Preference
Period.

The Court approved the Debtors' retention of PWC and accordingly
ruled that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

On June 11, 2008, the Litigation Designee filed a complaint
seeking the return of $280,952 in prepetition transfers made by
the Debtors to PWC.  The complaint is still pending and awaiting
judgment from the Court.

On November 30, 2007, PwC filed its final fee application seeking
allowance and payment of $519,271.  In December 2007, the
Litigation Designee objected to the Final Fee Application,
seeking, among others, to avoid any potential res judicata effect
that an order approving the Final Fee Application may have with
regard to the Litigation Designee's ability to seek disgorgement
of fees predicated upon malpractice litigation that the
Litigation Designee has commenced against PWC in the U.S.
District Court for the Southern District of New York.

PWC has not filed a supplemental affidavit to disclose the
pendency of the New York Litigation, and that failure to disclose
may constitute independent grounds for disgorgement, the
Litigation Designee asserts.  As of November 24, 2008, the Court
has not entered an Order approving the Final Fee Application,
based on the Litigation Designee's Objection.

"PWC has demonstrated an apparent indifference to the veracity of
the disclosures that it makes to this Court and parties in
interest through the retention process," the Litigation Designee
asserts.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

On June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.  New Werner
Holding Co. (DE), LLC, a newly formed corporation, purchased
substantially all the Debtors' assets in 2007.  New Werner is a
separate operating company.

(Werner Ladder Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


WILLIAM MULLENBACH: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: William Leon Mullenbach
        13175 State Highway 160
        Las Vegas, NV 89161

Bankruptcy Case No.: 08-25233

Chapter 11 Petition Date: December 19, 2008

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Christopher G. Gellner, Esq.
                  302 E. Carson Ave. #808
                  Las Vegas, NV 89101
                  Tel.: (702) 386-9393
                  Email: cggellner@lvcoxmail.com

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

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

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

             http://bankrupt.com/misc/nvb08-25233.pdf

The petition was signed by William Leon Mullenbach.


YOUNG BROADCASTING: Gabelli Discloses 6.51% Equity Stake
--------------------------------------------------------
Mario J. Gabelli disclosed in a November regulatory filing that
his Gabelli Funds, LLC, Gamco Asset Management Inc., Gamco
Investors, and Teton Advisors, Inc., own in the aggregate
1,421,000 shares, representing 6.51% of the 21,825,520 outstanding
shares of Young Broadcasting Inc. common stock.

As reported by the Troubled Company Reporter on November 21,
20087, Young Broadcasting indicated in a regulatory filing with
the Securities and Exchange Commission that it is exploring
several ways to improve liquidity and cash flow.  Despite actions
that the company has taken to generate cost savings and minimize
negative cash flow, there is no assurance that the company will be
able to restructure its debt and generate sufficient cash flow
from operations or that future business and financing alternatives
will be available in an amount sufficient to enable the company to
fund its liquidity needs for the next 12 months.

Young Broadcasting had $574.6 million in total assets and $980.4
million in total liabilities, resulting in $405.8 million in
stockholders' deficit as of September 30, 2008.  Young
Broadcasting's debt consists of $339.0 million under the term loan
portion of the Senior Credit Facility, $484.3 million of Senior
Subordinated Notes and $1.4 million of bond premiums.  In
addition, at Sept. 30, 2008, the company had an additional $20.0
million of undrawn amount under the Senior Credit Facility.

Young Broadcasting has been trying to unload its KRON-TV station
in San Francisco, to no avail.  Young Broadcasting has said in a
statement, "There are no current active discussions with possible
buyers of KRON-TV."

The company has said it is actively engaged in discussions with
various parties about financing alternatives, including
restructuring a significant portion of the company's outstanding
debt and obtaining incremental capital as necessary.  The company
is also taking action to improve cash flow by implementing
additional cost savings measures.

If Young Broadcasting is unsuccessful in improving cash flow and
completing these financing alternatives, the company may fail to
comply with the covenant in its Senior Credit Facility requiring
maintenance of $10 million of cash and short term investments and
in the future may be unable to meet certain of its obligations as
they come due.  An event of default under any of the company's
debt instruments could result in the acceleration of the company's
payment obligations under that debt, which could have a material
adverse effect on the company's business, consolidated financial
results and operations, and could require the company to seek
protection under Chapter 11 of the U.S. Bankruptcy Code.

                    About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations
and the national television representation firm, Adam Young Inc.
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.
                         *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on New York City-based Young
Broadcasting Inc.  The corporate credit rating was lowered to
'CCC' from 'CCC+'.  The rating outlook is negative.  The company
had about $826 million of outstanding debt as of June 30, 2008.


* Stevens & Lee's Goldberger Among First INSOL Int'l Fellows
------------------------------------------------------------
Leonard P. Goldberger, Esq., a Stevens & Lee shareholder, has
successfully completed INSOL International's inaugural Global
Insolvency Practice Course, with honors, and has now become an
INSOL Fellow.

INSOL International is a world-wide federation of national
associations for accountants and lawyers who focus their practices
on turnaround and insolvency. There are currently 40 member
associations world-wide with over 10,000 professionals
participating as members of INSOL International.  Leonard P.
Goldberger has over 32 years of experience practicing business
bankruptcy law.  He represents insurers in asbestos, mass tort and
environmental bankruptcy cases and works with domestic and foreign
investors in the acquisition and financing of financially-
distressed businesses.

A former Vice President, Director and Executive Committee member
of the American Bankruptcy Institute, Mr. Goldberger was also the
Chair of the American Bar Association's Committee on Insurance
Coverage Subcommittee on Insolvency, and a member of the ABA's
Litigation Section and its Tort Trial and Insurance Practice
Section.

Mr. Goldberger has lectured and written extensively on bankruptcy
law topics and currently serves on the editorial board of the
American Bankruptcy Institute Journal. He has appeared as a guest
commentator on CourtTV.

Mr. Goldberger received a J.D. from Villanova University School of
Law and a B.A., summa cum laude, from Temple University.

                      ABOUT STEVENS & LEE

Among the 200 largest law firms in the nation, Stevens & Lee --
http://www.stevenslee.com/-- is part of a multidisciplinary
professional services platform which also consists of a FINRA-
licensed investment bank, an SEC registered money manager, a D&O
and E&O insurance risk consulting business, a swap and derivative
advisory business, federal and state lobbying units, a health care
risk consulting business and a government incentives and sales and
use tax consulting business.

The firm's 240 multidisciplinary professionals represent clients
throughout the Mid-Atlantic region and across the country from 15
offices in: Reading, Harrisburg, Philadelphia, Valley Forge,
Lancaster, the Lehigh Valley, Scranton and Wilkes-Barre,
Pennsylvania; Princeton and Cherry Hill, New Jersey; Wilmington,
Delaware; New York City and Charleston, South Carolina.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-
                                    Total     holders    Working
                                   Assets      Equity    Capital
Company             Ticker          ($MM)       ($MM)      ($MM)
-------             ------         ------     -------    -------
ABSOLUTE SOFTWRE    ABT CN           107          (3)        31
APP PHARMACEUTIC    APPX US        1,105         (42)       260
ARBITRON INC        ARB US           162          (9)       (39)
BARE ESCENTUALS     BARE US          272         (25)       125
BLOUNT INTL         BLT US           485         (20)       119
CABLEVISION SYS     CVC US         9,717      (4,966)    (1,583)
CENTENNIAL COMM     CYCL US        1,394      (1,026)        86
CHENIERE ENERGY     CQP US         2,021        (312)       179
CHENIERE ENERGY     LNG US         3,049        (266)       423
CHOICE HOTELS       CHH US           350         (91)        (8)
CLOROX CO           CLX US         4,587        (364)      (396)
CV THERAPEUTICS     CVTX US          392        (226)       286
DELTEK INC          PROJ US          188         (62)        34
DISH NETWORK-A      DISH US        7,177      (2,129)    (1,318)
DOMINO'S PIZZA      DPZ US           441      (1,437)        84
DUN & BRADSTREET    DNB US         1,642        (554)      (206)
DYAX CORP           DYAX US           91         (28)        33
ENERGY SAV INCOM    SIF-U CN         464        (263)       (92)
EXELIXIS INC        EXEL US          255         (23)        (1)
EXTENDICARE REAL    EXE-U CN       1,621         (31)       125
FERRELLGAS-LP       FGP US         1,510         (12)      (114)
GARTNER INC         IT US          1,115         (15)      (253)
GENCORP INC         GY US          1,014         (22)        66
GENERAL MOTO-CED    GM AR        110,425     (58,994)   (18,461)
GENERAL MOTORS      GM US        110,425     (58,994)   (18,461)
HEALTHSOUTH CORP    HLS US         1,980        (874)      (218)
IMAX CORP           IMX CN           238         (91)        41
IMAX CORP           IMAX US          238         (91)        41
INCYTE CORP         INCY US          265        (177)       216
INTERMUNE INC       ITMN US          206         (92)       134
KNOLOGY INC         KNOL US          647         (44)        13
LINEAR TECH CORP    LLTC US        1,665        (378)     1,109
MEDIACOM COMM-A     MCCC US        3,688        (279)      (311)
MOODY'S CORP        MCO US         1,694        (894)      (331)
NATIONAL CINEMED    NCMI US          569        (476)        86
NAVISTAR INTL       NAV US        11,557        (228)     1,501
NPS PHARM INC       NPSP US          202        (208)        90
OCH-ZIFF CAPIT-A    OZM US         2,224        (173)         -
OSIRIS THERAPEUT    OSIR US           29          (8)       (14)
OVERSTOCK.COM       OSTK US          145          (4)        33
PALM INC            PALM US          661        (151)       (40)
REGAL ENTERTAI-A    RGC US         2,557        (224)      (112)
REVLON INC-A        REV US           877        (999)         8
ROTHMANS INC        ROC CN           545        (213)       102
SALLY BEAUTY HOL    SBH US         1,527        (697)       367
SONIC CORP          SONC US          836         (64)       (13)
STEREOTAXIS INC     STXS US           55          (5)         3
SUCCESSFACTORS I    SFSF US          168          (3)         4
SUN COMMUNITIES     SUI US         1,222         (28)         -
SYNTA PHARMACEUT    SNTA US           91         (35)        58
TAUBMAN CENTERS     TCO US         3,182         (20)         -
TEAL EXPLORATION    TEL SJ            56         (22)       (62)
THERAVANCE          THRX US          255        (125)       184
UAL CORP            UAUA US       20,731      (1,282)    (1,583)
UST INC             UST US         1,402        (326)       237
WEIGHT WATCHERS     WTW US         1,110        (901)      (270)
WESTERN UNION       WU US          5,504         (90)       319
WR GRACE & CO       GRA US         3,754        (179)       970

                             *********

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 ***