TCR_Public/090109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 9, 2009, Vol. 13, No. 8

                             Headlines


A+ CHILD: To Restructure Operations Under Canada's Insolvency Act
ACCO BRANDS: S&P Downgrades Corporate Credit Rating to 'B+'
ADANAC MOLYBDENUM: Has Until Jan. 16 to File CCAA Plan
AGRIPROCESSORS INC: Buyers to Undergo Competitive Bidding Process
ALLTEL COMMS: Fitch Hikes Rating to 'A' on Verizon Buyout

ALLTEL COMMUNICATIONS: Moody's Upgrades Debt Rating to Baa1
AMERIQUAL GROUP: S&P Downgrades Corporate Credit Rating to 'B-'
AREMISSOFT CORP: Trust Distributes $400,000 to SoftBrands
ARTISTDIRECT INC: Amends Indenture with Trilogy Capital, et. al.
ARVINMERITOR INC: To Dismantle Light Vehicle Systems Unit

AXCESS MEDICAL: Sept. 30 Balance Sheet Upside Down by $1.2MM
AXLETECH INTERNATIONAL: Moody's Withdraws 'B2' Corporate Ratings
BERNARD L. MADOFF: U.S. Senators Request Information from SEC
BLUE TULIP: Files for Chapter 11 Protection in Delaware
BLUE TULIP: Gets Initial Approval to Access Cash Collateral

BRODER BROS: Moody's Downgrades Corporate Family Rating to 'Caa3'
BRUGNARA CORPORATION: Case Summary & Two Largest Unsec. Creditors
BRUGNARA PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
CAPE ANN: Files for Chapter 7 Liquidation
CASS COUNTY: Fitch Affirms Rating on $50 Mil. Hospital Bonds

CHENIERE ENERGY: Board OKs Indemnification Pact for Directors
CHESAPEAKE ENERGY: Aubrey McClendon Remains as CEO for 5 Years
CHESTER COUNTY: S&P Gives Positive Outlook; Affirms 'BB+' Rating
CHRYSLER LLC: $4-Bil. TARP Loan to Accelerate if Plan Not Viable
CITIGROUP INC: Enters Mortgage Deal With Democrats in Senate

CLEARWATER NATURAL: Files for Chapter 11 Bankruptcy in Kentucky
CLEARWATER NATURAL: Case Summary & 16 Largest Unsecured Creditors
CLUB AT WATERFORD: Files Chapter 11 Plan and Disclosure Statement
CONSTAR INTL: Court Approves Protocol Limiting Equity Trading
DBSI INC: 19 Units' Voluntary Chapter 11 Case Summary

DELTA FINANCIAL: Second Amended Plan Declared Effective
DHP HOLDING: Wants to Access Lenders' Cash Collateral
ENTERCONNECT INC: Sept. 30 Balance Sheet Upside Down by $829,756
EPICEPT CORP: TBG OKs EUR1.5MM Repayment Delay Until June 30
EPICEPT CORP: Board Okays 687,500 Options Grant to Executives

ERNIE HAIRE: Clients Can Continue Borrowing From Banks
FANNIE MAE: Extends Foreclosure Sale and Eviction Suspension
FIRST METAL: Defaults on Bond Payments; Files for Bankruptcy
FLYING J: Wants Court to Enforce Bankruptcy Stay on FERC Case
FRANKLIN EQUIPMENT: Will File for Chapter 7 Liquidation

FRONTIER AIRLINES: Pilots Union OKs Wage Concessions Until 2011
GEN-SEE CAPITAL: SEC Sues Ponzi Scheme; Seeks Asset Freeze
GENERAL MOTORS: To Get $4B from TARP on Feb. 17; Needs Viable Plan
GENERAL MOTORS: No Strike Until Feb. 17, Treasury Says
GMAC LLC: Nationwide Rate Incentive Financing Launched

HALLMARK SYNERGY: Involuntary Chapter 11 Case Summary
HALO TECHNOLOGY: May Employ Navigant Capital as Financial Advisor
HAMPTONS LLC: Case Summary & Five Largest Unsecured Creditors
HARRY & DAVID: September 27 Balance Sheet Upside-Down by $11MM
HAWAIIAN TELCOM: Files List of Investors in Bankruptcy Court

HELLER EHRMAN: BofA and Citibank Could Lose $50MM in Dispute
HERTZ CORP: Bank Loan Sells at 40% Discount in Secondary Market
HINSDALE GREYHOUND: Agency Asks for Probe on Co. on Law Violation
IDEARC INC: Bank Loan Sells at 70% Discount in Secondary Market
INDEPENDENCE TAX: September 30 Balance Sheet Upside-Down by $18MM

ISLE OF CAPRI: Bank Loan Sells at 47% Off in Secondary Market
JOHN VRATSINAS: Case Summary & 20 Largest Unsecured Creditors
JOHNSON DAIRY: Files for Chapter 11 Bankruptcy in Colorado
JOHNSON DAIRY: Case Summary & 21 Largest Unsecured Creditors
JOSEPH FORTE: Charged by SEC & CFTC for $50-Mil. Ponzi Scheme

JOYSTAR/TRAVELSTAR: Drew Axelrod Files for Chapter 7 Against Co.
KASEY REALTORS: Files for Chapter 11 Bankruptcy Protection
KING PHARMACEUTICALS: Moody's Affirms 'Ba3' Corp. Family Rating
LANDSBANKI ISLANDS: Icelandic Govt' Drops Suit Over Frozen Assets
LAS VEGAS SANDS: Bank Loan Trades Slightly Up in Secondary Market

LEAR CORPORATION: More Operating Risks Cue Moody's Junk Ratings
LINGO MEDIA: A+ Child Unit to Restructure Operations Under BIA
LODGENET INTERACTIVE: To Close Atlanta Call Center, Cut 110 Jobs
LYONDELL CHEMICAL: Gets Permission to Access $2 Bil. from DIP Loan
LYONDELL CHEMICAL: Citi Has $2 Billion Direct Gross Exposure

LYONDELL CHEMICAL: Bankruptcy Cues $1BB Credit-Default Swaps
LYONDELL CHEMICAL: Non-U.S. Ops. Not Affected By Ch. 11 Filing
LYONDELL CHEMICAL: Suburban Propane Denies Affiliation
MASONITE INTL: Forbearance Agreements Stretched to January 31
MERISANT WORLDWIDE: Term and Revolver Debt Maturing Next Week

METRO PCS: Bank Loan Trades Slightly Higher in Secondary Market
MONACO COACH: Hires Advisors to Check Options, Improve Liquidity
NATIONSLINK FUNDING: S&P Ups Rating on Class G to BBB- From BB+
NORBORD INC: S&P Keeps BB- Corp. Credit Rating; Outlook Negative
ON SEMICONDUCTOR: Will Shut Factories, Cut Bonus Pay

PAPER INT'L: Taps Fredericks Michael as Investment Bankers
PAPER INTERNATIONAL: Panel Taps Bingham McCutchen as Counsel
PAPER INTERNATIONAL: Panel Taps Houlihan Lokey as Finl Advisor
PENN TRAFFIC: Credit Facilities Extended Through April 2010
PENN TREATY: S&P Changes Ratings to 'R' From 'CC'

POWER MEDICAL: Sept. 30 Balance Sheet Upside Down by $7.7 Million
PRESS EX: Files for Chapter 11 Bankruptcy Protection
RECYCLED PAPER: Seeks to Scrap Contract With "Out-of-Money" Owner
RENEGY HOLDINGS: Posts $4.7 Mil. Net Loss in Qtr. Ended Sept. 30
REVELSTOKE CDO: S&P Downgrades Rating on Class A-3 Notes to 'CC'

RXELITE INC: Posts $10.9 Million Net Loss in Qtr. Ended Sept. 30
SALLY BEAUTY: Bank Loan Sells at Substantial Discount
SARIDAKIS CONSTRUCTION: Voluntary Chapter 11 Case Summary
SKYPOSTAL NETWORKS: Posts $1.3MM Net Loss in Qtr. Ended Sept. 30
SMART MOVE: Sept. 30 Balance Sheet Upside Down by $563,382

SMITTY'S BUILDING: Wants to Access $16 Million BofA DIP Facility
ST. SIMONS: Case Summary & 20 Largest Unsecured Creditors
STERLING GENERATION: Case Summary & 10 Largest Unsec. Creditors
SUPERIOR OFFSHORE: Wants Case Converted to Chapter 7 Liquidation
T3 MOTION: Posts $2.6 Million Net Loss in Quarter Ended Sept. 30

TARGA RESOURCES: Bank Loan Continues to Sell at Discount
TD ROWE: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Wants to Carryover 33 Prepetition Non-Insiders
TRIBUNE CO: Intends to Employ Sidley Austin LLP as Lead Counsel
TRIBUNE CO: Taps McDermott Will & Emery LLP for Domestic Matters

TRIBUNE CO: Taps Lazard Freres & Co. LLC as Financial Advisor
TRIBUNE CO: Taps Alvarez & Marsal as Restructuring Advisor
TROPICANA ENTERTAINMENT: Files OpCo/LandCo Restructuring Plan
TROPICANA LANDCO: Bank Loan Sells at Substantial Discount
US SHIPPING: Misses Dec. 31 Payment on $332.6MM Credit Facility

VALLEY FORGE: Posts $4.9 Million Net Loss in Qtr. Ended Sept. 30
WORKFLOW MANAGEMENT: S&P Corrects 'D' 2nd-Lien Debt Rating to 'C'
YRC WORLDWIDE: S&P Changes Outlook on 'CC' Rating to Developing

* Home Prices and Sales Tumbled in October, Says Radar Logic
* U.S. Bankruptcy Process Works, Weeds Out Weak, Study Says

* Akerman Senterfitt Snares Keith Costa from Pullman
* Stamboulidis Is Managing Partner of Baker Hostetler's NY Office

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors


                             *********

A+ CHILD: To Restructure Operations Under Canada's Insolvency Act
-----------------------------------------------------------------
A+ Child Development (Canada) Ltd., a 70.33% subsidiary of Lingo
Media Corporation, is restructuring its operations.  On
December 23, 2008, A+ Child filed a Notice of Intention to Make a
Proposal under the Bankruptcy and Insolvency Act of Canada.

At the time of the filing, Michael Kraft, President & CEO of Lingo
Media said in a news statement, "After an extensive strategic
evaluation, A+ made the tough decision to restructure its
operations.  A+ will continue to evaluate all possible
alternatives over the next thirty days to determine the best
course of action.  Lingo Media has decided to focus its resources
on the expansion of our English Language Learning businesses
including Speak2Me Inc. subsidiary, a new media company that
focuses on online advertising in China via its Internet-based
English Language Learning portal and our legacy business, Lingo
Learning Inc. subsidiary, a print-based publisher of English
Language Learning programs in China."

A+ will continue to service its clientele through its National
Support Centre while the potential for reorganization and
restructuring is examined.

                        About Lingo Media

Lingo Media Corporation is a diversified online and print-based
education product and services corporation.  Lingo Media's
Speak2Me Inc. subsidiary is a new media company that focuses on
interactive advertising in China via its Internet-based English
Language Learning portal.  Speak2Me offers a proprietary and
groundbreaking online service designed to address the rapidly
growing need for conversational English learning around the world.
Using robust speech recognition technology, Speak2Me provides more
than 250-targeted language lesson modules involving interactive
conversations with a virtual teacher.  A unique social-network
infrastructure also allows students to form study groups, creating
an environment that, along with contests and prizes, engenders co-
operation and competition, just as in a conventional classroom.

In China, Lingo Media continues to expand its legacy business via
its subsidiary Lingo Learning Inc., a print-based publisher of
English Language Learning programs in China since 2001.  Lingo
Learning has an established presence in China's education market
of 200 million students.  To date, it has published 245 million
units from its library of more than 340 program titles in China.

In Canada, Lingo Media focused on early childhood cognitive
development, through its subsidiary A+ Child Development Ltd.,
which distributed educational materials along with its unique
curriculum. A+ has been operating in Canada for over ten years
through its four offices in Calgary, Edmonton, Toronto and
Vancouver.  Lingo Media plans to introduce A+'s learning system
and products to parents of pre-school children in China.  On the
net: http://www.lingomedia.com/and http://www.apluschilddev.com/


ACCO BRANDS: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Lincolnshire, Illinois-based ACCO
Brands Corp. to 'B+' from 'BB-'.  At the same time, S&P lowered
all of its existing issue-level ratings on the company and its
subsidiaries by one notch, and affirmed the recovery ratings.  In
addition, Standard & Poor's removed the ratings from CreditWatch
with negative implications, where S&P originally placed them on
Nov. 6, 2008, following weaker-than-expected third-quarter 2008
operating performance, which resulted in tighter covenant cushion
levels.  The outlook is stable.

"The downgrade reflects the company's weak operating performance
and Standard & Poor's concerns that current economic conditions
will continue to represent a challenge for ACCO to improve its
financial performance and credit measures in the near term,
despite implementing organizational changes and restructuring and
cost-saving efforts," said Standard & Poor's credit analyst
Jean C. Stout.  "The revised rating also incorporates ACCO's
increased bank financial covenant cushion, following its recently
amended credit agreement," she continued.

S&P's ratings on ACCO reflect the highly competitive and cyclical
operating environment in which it operates, some customer
concentration, and the company's leveraged financial profile.
ACCO benefits from its leading market position, a portfolio of
well-known brands, and wide geographic distribution.

The outlook is stable.  While S&P remains concerned about the
effects of the weak economic environment on the company's
operating results, S&P believes that credit measures will not
change materially in the near term, including average debt to
EBITDA of about 5x.  S&P expects cushion under ACCO's bank
financial covenants will remain at least 15%.  However, S&P could
revise the outlook to negative if ACCO cannot continue to reduce
debt, operating performance weakens, and/or if ACCO cannot
maintain adequate cushion on its financial covenants.  S&P
believes this would occur if sales fell by about 12% and adjusted
margin contracted by 50 basis points, which S&P estimate could
result in leverage of well over 5x.  An outlook revision to
positive is unlikely over the near term, unless ACCO can
meaningfully improve its credit metrics.


ADANAC MOLYBDENUM: Has Until Jan. 16 to File CCAA Plan
------------------------------------------------------
Adanac Molybdenum Corporation (CA:AUA) (PINK SHEETS:
AUAYF)(FRANKFURT: A9N) obtained creditor protection under the
Companies' Creditors Arrangement Act (Canada) pursuant to an
initial order granted on December 19, 2008, by the Supreme Court
of British Columbia.  The company's Board of Directors authorized
the Company to take this action as the best alternative for the
long-term interests of the company, its employees, creditors and
other stakeholders.

Adanac has sought protection under the CCAA as its current cash in
hand would not allow it to meet its current obligations.  CCAA
protection will stay creditors, suppliers and others from
enforcing any rights against the Company and will afford the
Company the opportunity to restructure its affairs.  The Court has
granted CCAA protection for an initial period of 28 days expiring
January 16, 2009, to be extended thereafter as the Court deems
appropriate.  If by January 16, Adanac has not filed a Plan of
Arrangement, or obtained an extension of the CCAA protection,
creditors and others will no longer be stayed from enforcing their
rights.

While under CCAA protection, Adanac's management remains
responsible for the day-to-day operations of the company, under
the supervision of KPMG Inc., who is the Court-appointed Monitor,
and who will be responsible for reviewing Adanac's ongoing
operations, assisting with the development and filing of the Plan,
liaising with creditors and other stakeholders and reporting to
the Court.

Although CCAA protection enables Adanac to continue with its day-
to-day operations until its CCAA status changes, the implications
for Adanac's shareholders are less clear.  Adanac continues to
explore a number of alternatives, a sale of Adanac or its assets.
However, the Plan must be approved by the requisite number and
value of the affected creditors, as required by law, as well as by
the Court.  At the end of the restructuring process, the value of
what is left for shareholders will depend upon the terms of the
Plan approved by the affected creditors.  If the Plan is not so
approved it is possible that Adanac would be placed into
receivership or bankruptcy. Every effort will be made to ensure
that all stakeholders of Adanac are kept informed of developments
as they occur.

The Order appointed KPMG Inc. as Adanac's Monitor.  Inquiries may
be directed to:

   Attn: Mr. Mark Kemp-Gee
         KPMG Inc.
   777 Dunsmuir Street, PO Box 10426
   Vancouver, BC V7Y 1K3
   Tel: (604) 691-3397
   Fax: (604) 691-3036
   E-mail: mkempgee@kpmg.ca

                     About Adanac Molybdenum

Vancouver, British Columbia-based Adanac Molybdenum Corporation is
listed on the TSX and Frankfurt exchanges and owns the Ruby Creek
Project in northern British Columbia.  The Company has advanced
the project through feasibility studies, a production decision and
has previously ordered long-lead equipment, completed permitting
for construction, constructed a road to the site and secured
US$80 million in bridge financing.


AGRIPROCESSORS INC: Buyers to Undergo Competitive Bidding Process
-----------------------------------------------------------------
The Associated Press reports that Joseph Sarachek, theChapter 11
Operating Trustee for Agriprocessors Inc. said that potential
buyers of the Postville plant in Iowa will undergo a competitive
bidding process.

Citing officials, The AP states that as many as a dozen potential
buyers want to buy the slaughterhouse.  Mr. Sarachek, according to
The AP, said that Agriprocessors continues to reopen many of its
production lines, ensuring that the new owners will quickly be
able to assume a "dominant position" in the kosher marketplace.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.


ALLTEL COMMS: Fitch Hikes Rating to 'A' on Verizon Buyout
---------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
these ratings of Alltel Corporation and subsidiaries:

Alltel Corp.

  -- IDR to 'A' from 'B';
  -- $800 million 7% notes due 2012 to 'A' from 'CCC+/RR6';
  -- $200 million 6.50% notes due 2013 to 'A' from 'CCC+/RR6';
  -- $300 million 7% notes due 2016 to 'A' from 'CCC+/RR6';
  -- $300 million 6.80% notes due 2029 to 'A' from 'CCC+/RR6';
  -- $700 million 7.875% notes due 2032 to 'A' from 'CCC+/RR6'.

Alltel Communications Inc.

  -- IDR to 'A' from 'B';

  -- Senior secured bank credit facility due 2015 to 'A' from
     'BB/RR1';

  -- Senior unsecured cash pay debt bank credit facility due 2015
     to 'A' from 'B/RR4';

  -- Senior unsecured PIK toggle debt bank credit facility due
     2017 to 'A' from 'B/RR4';

  -- $1 billion 10.375%/11.125% PIK toggle notes due 2017 to 'A'
     from 'B/RR4'.

Fitch's rating upgrade is in anticipation of the close of the
acquisition of Alltel by Cellco Partnership on Jan. 9.  Cellco
Partnership is a Delaware general partnership doing business as
Verizon Wireless.  Verizon Communications, Inc. owns 55% of the
partnership, while Vodafone Group Plc owns 45%.  The Rating
Outlook is Stable.

After the close of the transaction, Fitch will withdraw ratings on
debt repaid.  Debt not refinanced and that will remain outstanding
will consist of pre-leveraged buyout Alltel Corp. debt amounting
to $2.3 billion and leveraged buyout debt issued by ACI of $190
million, consisting of a portion of the 10.375%/11.125% pay-in-
kind toggle notes due 2017.  Following the close of the
transaction, Alltel will continue as a wholly owned subsidiary of
AirTouch Cellular (a subsidiary of Cellco Partnership).  Cellco
Partnership states that it may guarantee any or all of the Alltel
Corp. debt and the PIK toggle notes but is under no obligation to
do so.  Fitch's 'A' ratings on the remaining Alltel debt that will
remain outstanding are based on the importance of Alltel's
operations to VZW and the potential support offered by VZW's
strong operating profile.

In addition, Fitch has assigned an 'A' rating to the $17 billion,
364-day acquisition facility co-issued by Cellco Partnership and
Verizon Wireless Capital LLC that is being used to fund the
acquisition of Alltel.  Cellco Partnership and Verizon Wireless
Capital LLC each have a Fitch IDR of 'A' and a Stable Outlook.

The rating action reflects Fitch's expectation that VZW's proposed
$28.1 billion acquisition of Alltel will close on
Jan. 9, 2009. The receipt on Dec. 10, 2008 of commitments from
eight financial institutions for $17 billion (reduced due to a
subsequent financing to $14.5 billion) in senior unsecured bridge
financing completed the required financing for the transaction.
VZW raised in advance a significant portion of the proceeds
required to close the transaction through term loans and note
offerings.

During 2009, VZW expects to repay the bridge financing using the
proceeds from longer term debt issuances and proceeds from the
sale of overlapping properties VZW agreed to divest in order to
secure regulatory approvals.  Fitch estimates the sale of the
overlapping properties could generate in the range of $4 billion
to $4.5 billion in pre-tax proceeds.

The IDR's of Cellco Partnership and Verizon Wireless Capital are
supported by VZW's continued strong growth of revenue, EBITDA and
free cash flow as well as its strong competitive position among
the four national operators.  Although net subscriber additions
are slowing for VZW and the industry (and will be affected in 2009
by the recessionary economy) and there is pressure on voice
service revenue per customer, Fitch expects VZW's subscriber
growth and high wireless data service revenue growth to contribute
to total revenue growth that is above the industry average in the
near term.  Fitch believes long-term growth prospects for data
service revenues are good, as lower price points are implemented,
data-capable handsets are more widely deployed, and as new
applications become available.

Based on VZW's initial estimate that it will have total debt of
$38 billion at the closing of the transaction, Fitch estimates
initial leverage will approximate 1.7 times using VZW's and
Alltel's combined EBITDA annualized for the first nine months of
2008.  VZW's credit metrics should improve fairly rapidly, as in
the first year after the acquisition Fitch expects VZW's strong
cash flow generation to provide for approximately $10 billion of
debt reduction (and more in the second year).  VZW's simple free
cash flow (EBITDA less capital spending) was strong for the last
12 months ending Sept. 30, 2008, at $12.2 billion.


ALLTEL COMMUNICATIONS: Moody's Upgrades Debt Rating to Baa1
-----------------------------------------------------------
Moody's Investors Service upgraded to Baa1 from Caa1 the ratings
for $2.3 billion of senior unsecured legacy debt at Alltel and the
rating for $1 billion PIK toggle notes issued by Alltel's wholly-
owned subsidiary, Alltel Communications, Inc.  All of these
instruments are expected to remain outstanding following the close
of the pending acquisition of Alltel by Verizon Wireless.
Separately, Moody's confirmed the ratings of Alltel's other non
legacy debt instruments based on the expectation that they will be
redeemed in full at closing, at which time Moody's will withdraw
the ratings of these instruments.  These actions conclude the
ratings review initiated on June 6, 2008, following VZW's
announcement that it entered into an agreement to acquire Alltel
for about $28.1 billion in cash and assumed debt.  VZW recently
announced that it plans to close the acquisition of Alltel on
January 9, 2008.

Moody's has taken these rating actions:

Issuer: Alltel Corporation

  -- Corporate Family Rating, Confirmed B2, to be withdrawn at
     close

  -- Probability of Default Rating, Confirmed B2, to be withdrawn
     at close

  -- $2.3 billion senior unsecured notes -- Upgraded to Baa1,
     from Caa1, LGD 6 (95%)

Issuer: Alltel Communications, Inc.

  -- $14 billion senior secured term loan B due 2015 -- Confirmed
     Ba3, LGD2 (27%), to be withdrawn at close

  -- $1.5 billion senior secured revolving credit facility due
     2013 -- Confirmed Ba3, LGD2 (27%), to be withdrawn at close

  -- $5.2 billion unsecured cash pay loan facility due 2015 --
     Confirmed Caa1, LGD5 (79%), to be withdrawn at close

  -- $1.5 billion unsecured PIK toggle term loan facility due
     2017 -- Confirmed Caa1, LGD5 (79%), to be withdrawn at close

  -- $1 billion senior unsecured PIK toggle notes due 2017 --
     Upgraded to Baa1, from Caa1, LGD 5 (79%)

  -- Outlook -- Negative

  -- Liquidity Rating -- Affirmed SGL-2, to be withdrawn at close

The upgrade of Alltel and ACI's debt ratings reflects Moody's view
that the acquisition of Alltel by VZW will materially enhance
Alltel's standalone credit profile despite the lack of guarantees
from VZW.  Moody's believes that VZW will support its subsidiary,
AirTouch Cellular, which will own Alltel's acquired assets, due to
their strategic importance to VZW's existing wireless operations
and significant long-term opportunities to improve cash flows
through cost synergies and the enhanced operating scale of the
combined companies.  The two notch gap from parent VZW's A2 senior
unsecured ratings reflects the lack of guarantee and Moody's
expectation that the operations of AirTouch Cellular will be more
levered than VZW.

Moody's notes that should VZW issue an irrevocable and
unconditional guarantee of any Alltel debt that remains
outstanding, those ratings would be raised to parity with VZW's A2
senior unsecured rating.

Consistent with the negative outlook at VZW, the negative outlook
for Alltel reflects execution risks in reducing financial leverage
following the acquisition in a very weak economy and amid
challenging credit market conditions.

Moody's last rating action was on June 6, 2008, when Alltel's
ratings were placed on review for possible upgrade following VZW's
plans to acquire Alltel.

Headquartered in Basking Ridge, New Jersey, Cellco Partnership,
doing business as Verizon Wireless, is a joint venture formed in
April 2000 by the combination of the United States wireless
operations and interests of Verizon Communications, Inc., and
Vodafone Group Plc.  Verizon owns a controlling 55% interest in
Verizon Wireless and Vodafone owns the remaining 45%.  As of
9/30/2008, VZW was the second largest wireless services provider
in the U.S with 70.8 million subscribers.  VZW generated
$48 billion in revenue in the twelve months ended 9/30/2008.

Alltel, based in Little Rock, Arkansas, operates the nation's
largest wireless network (by geography), which delivers voice and
data services to nearly 14 million customers in 34 states within
the United States.  The company operates predominately in tier 2,
tier 3 and rural markets and is a significant roaming partner to
the 4 largest wireless providers (AT&T Mobility, Verizon Wireless,
Sprint Nextel, and T-Mobile) mainly because of its extensive rural
coverage.  For the twelve months ended 9/30/2008 Alltel generated
$9.5 billion in revenues.


AMERIQUAL GROUP: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
AmeriQual Group LLC, including lowering the corporate credit
rating to 'B-' from 'B'.  The outlook is stable.

"The downgrade reflects expectations of deteriorating credit
protection measures in 2009, due largely to lower demand for
certain military ration products, and limited visibility into the
level of sales and earnings over the next two to three years,"
said Standard & Poor's credit analyst Christopher DeNicolo.

Although demand for one of AmeriQual's main military ration
products, Meals-Ready to Eat, is likely to be fairly stable in
2009, lower demand for Unitized Group Rations-A], tray packs,
civilian rations, and co-manufacturing products is likely to
result in much lower revenues and earnings.  In addition, a
combination of a higher proportion of non-MRE military rations
that are less profitable and lower prices under the most recent
MRE contract has brought operating margins to below 10% from about
15% in 2006.  Therefore, Standard & Poor's expects credit
protection measures to deteriorate in 2009, with debt to EBITDA of
5.5x-6x and funds from operations to debt below 10%.  Liquidity is
likely to be adequate with at least break-even free cash flow and
about $15 million of revolver availability.  There are no material
debt maturities until 2012, but the revolver matures in 2010 and
the next $5 million interest payment on the secured notes is due
April 1.

Revenues and earnings, and therefore credit protection measures,
have been volatile the past two years.  In 2007, revenues declined
16%, due mainly to lower MRE sales, but likely increased more than
50% in 2008 as a result of strong demand for UGR(A) and tray
packs.  This resulted in debt to EBITDA going to over 9x in 2007
from 4x in 2006 and back down to around 4.5x in 2008, with fairly
constant debt levels over the period.

The ratings on AmeriQual Group reflect its very weak credit
protection measures, limited product diversity, and a modest
revenue base, offset somewhat by its position as a leading
provider of field rations to the U.S. military (75%-80% of sales).
In addition, the company manufactures "shelf stable" food products
for leading branded food companies and a emergency ration for
nonmilitary use (20%-25%).

Credit protection measures are likely to deteriorate in 2009 due
to lower demand for certain military products.  Still, expect
financial ratios to be appropriate for the recently lowered
ratings, although visibility of revenues and earnings is somewhat
limited.  The most likely catalyst for a change in the outlook
would be deterioration in liquidity due to lower-than-expected
earnings or higher-than-normal working capital requirements.
Therefore, S&P could revise the outlook to negative if these
conditions result in cash and revolver availability declining
below $15 million.  It is unlikely S&P would revise the outlook to
positive in the near term due to the uncertainty of demand for the
firm's key products.


AREMISSOFT CORP: Trust Distributes $400,000 to SoftBrands
---------------------------------------------------------
SoftBrands, Inc., has received approximately $400,000 in a
distribution of net collections from the AremisSoft Corporation
Liquidating Trust.  SoftBrands is entitled to 10% of the net
collections by the Trust, which was established following the
AremisSoft bankruptcy.  SoftBrands previously received
distributions of net collections from the Trust of $12.6 million
in June 2005 and $2.9 million in December 2003.

The Trustees have indicated to claimants that they continue to
aggressively pursue actions and recoveries against former
AremisSoft executives and financial institutions.  The Trust also
continues to work closely with the U.S. Government to seek redress
for former shareholders of AremisSoft.

                         About SoftBrands

SoftBrands, Inc. (NYSE Alternext: SBN), provides software
solutions for businesses in the manufacturing and hospitality
industries worldwide.  The company has established a global
infrastructure for distribution, development and support of
enterprise software, and has roughly 5,000 customers in more than
100 countries actively using its manufacturing and hospitality
products.  SoftBrands, which has roughly 775 employees, is
headquartered in Minneapolis, Minnesota, with branch offices in
Europe, India, Asia, Australia and Africa.  On the Net:
http://www.softbrands.com/

                     About AremisSoft Corp.

Based in Minneapolis, Minnesota, AremisSoft Corporation --
http://www.aremissoft.com/-- developed enterprise resource
planning (ERP) software for midsized companies in the
manufacturing (35% of sales), health care, hospitality, and
construction industries.  Its ERP applications automate and manage
such processes as accounting, customer service, and sales and
marketing for BAE SYSTEMS, Regal Hotel International, Ericsson,
and other customers.

The company filed for chapter 11 protection on March 15, 2002
(Bankr. D. N.J. Case No. 02-32621).  Paul R. DeFilippo, Esq., at
Gibbons, DelDeo, Dolan, Griffinger et al., represented the Debtor
in its restructuring efforts.  The Court confirmed the Debtor's
Chapter 11 plan in June 2002, and the plan took effect in August
2002.  Among others, the plan called for a creation of a
litigation and liquidating trust.

George Ellis, chairman and CEO of SoftBrands, was brought in to
lead the restructuring effort.


ARTISTDIRECT INC: Amends Indenture with Trilogy Capital, et. al.
----------------------------------------------------------------
ARTISTdirect, Inc., entered into a First Amendment to Convertible
Subordinated Note with Trilogy Capital Partners, Inc., Randy Saaf
and Octavio Herrera, the holders of a majority of the aggregate
principal amount outstanding of the subordinated convertible
notes.

The Amendment decreases the conversion price of the Subordinated
Notes from $1.55 to $1.00 per share and waives the requirement of
certain holders to give 61 day written notice to increase or
decrease the maximum limitation on such holders' ability to
convert the Subordinated Notes held by them.

A full-text copy of the First Amendment to Convertible Subordinate
Notes is available for free at
http://ResearchArchives.com/t/s?3705

                      About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.3 million and total liabilities of $48.3 million, resulting
in a stockholders' deficit of $39.0 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $9.2 million compared with net loss of $183,000 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $43.9 million compared with net loss of $134,000 for the same
period in the previous year.

As of Sept. 30, 2008, and Dec. 31, 2007, the company had
$2.4 million and $4.2 million of unrestricted cash and cash
equivalents.

At Sept. 30, 2008, the company had a working capital deficiency of
$41.0 million, because of the classification of senior secured
notes payable and subordinated convertible notes payable as
current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


ARVINMERITOR INC: To Dismantle Light Vehicle Systems Unit
---------------------------------------------------------
ArvinMeritor, Inc., on Thursday provided an update on the
previously announced process to sell its Light Vehicle Systems
(LVS) business, the reorganization of LVS, and its 2009 financial
reporting.

"We are firmly committed to our long-term strategy of focusing on
the commercial vehicle on- and off-highway market segments for
both original equipment manufacturers and aftermarket customers,"
said Chip McClure, chairman, CEO and president of ArvinMeritor.
"As previously announced, we were in negotiations to sell the LVS
business group in its entirety.  However, in light of the
unprecedented challenges in the credit markets and the volume
weakness in our industry, we have determined that in this
financial environment we cannot capture the appropriate value for
LVS by selling the business as a whole. We are confident that this
decision will ultimately generate the best returns for our
shareholders."

The company will reorganize its LVS business group to include:

    -- Body Systems

       While the company continues to pursue a sale of the Body
       Systems business separately, it will be managed to
       continue to improve its financial performance and to
       ensure that a future sale will provide an acceptable
       return to ArvinMeritor shareholders.

   -- Chassis Systems

      The company will continue to explore and evaluate
      strategic alternatives for a timely and orderly exit from
      this business.

   -- Wheels

      ArvinMeritor expects to retain the Wheels business.

In May 2008, ArvinMeritor announced a plan to spin off its LVS
business to its shareholders within 12 months, contingent upon
satisfactory financial and automotive market conditions.  Due to
the challenging market environment, in October 2008 the company
announced that while a spin-off was still an option, it was also
investigating alternatives to achieve the separation, including a
potential sale. With Thursday's announcement, ArvinMeritor remains
committed to separating the businesses.

                       Management Structure

During an interim period, LVS Body Systems, as well as the LVS
corporate staffs, will report to Jay Craig, ArvinMeritor's chief
financial officer.  LVS Chassis Systems will report to Jim Donlon,
executive vice president, and the Wheels business will to report
to Mary Lehmann, senior vice president, Strategic Initiatives, and
Treasurer.

Effective immediately, Phil Martens former president of LVS will
leave the company to pursue other opportunities.

"We appreciate Phil's commitment, dedication and many
contributions to the LVS organization," said Mr. McClure. "Phil's
comprehensive industry insight, international experience and focus
on new product development have been valuable assets to our
company."

          Update on 2009 Fiscal Year Financial Reporting

At the ArvinMeritor 2008 Annual Analyst Day meeting held in New
York on Dec. 9, the company provided 2009 first fiscal quarter
guidance and a sensitivity analysis for certain financial metrics
for expected continuing operations.  Due to the changes regarding
LVS, the company expects the composition of continuing operations
to be different than what was reflected in the news release and
presentation distributed on Dec. 9, and assumed for the purposes
of discussing the company's continuing operations on a going
forward basis.  For that reason only, the company is withdrawing
the guidance and the sensitivity analysis that was provided at
that time.

      About Light Vehicle - Body Systems and Chassis Systems

ArvinMeritor's LVS Body Systems is a world leader in the design
and manufacture of components, systems and modules for car and
light truck window, door, access control and roof applications.
The LVS Chassis Systems business is focused on components and
complete suspension systems for car and light trucks for global
OEMs and the aftermarket.

                       About ArvinMeritor

Based in Troy, Michigan, ArvinMeritor, Inc. --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.

                          *     *     *

As reported by the Troubled Company Reporter on December 26, 2008,
Fitch Ratings downgraded the Issuer Default Ratings of
ArvinMeritor to 'B-' from 'B'.  The downgrade of ArvinMeritor is
based on the severe weakening of commercial truck demand in Europe
that is expected to occur in 2009, expectations of continued
weakness in already-weak commercial vehicle U.S. demand from
depressed 2008 levels, and financial stress among ArvinMeritor's
customers in this segment. ArvinMeritor receives approximately 2/3
of its revenue from its commercial vehicle systems group.
ArvinMeritor's light vehicle systems segment is also expected to
experience operating losses in 2009 due to severe production
cutbacks in the U.S. and a steep decline in global production.
ArvinMeritor has been unable to divest its light-vehicle systems
operations, which are expected to produce operating losses and a
deteriorating competitive position through 2009 given the low
margins in the business and the sharp drop in near-term global
production.

ArvinMeritor currently has substantial availability under its
revolving credit facility, and Fitch forecasts that additional
drawings will be required in 2009, as other access to capital is
limited.  ArvinMeritor is also reliant on short-term receivables
securitization facilities, the majority of which
have recently been extended into late 2009, but the deteriorating
quality of receivables or the unwillingness of banks to offer the
facilities could cause the company to migrate borrowings to its
revolving credit facilities, thereby utilizing a substantial
portion of available liquidity.


AXCESS MEDICAL: Sept. 30 Balance Sheet Upside Down by $1.2MM
------------------------------------------------------------
Axcess Medical Imaging Corporation incurred a net loss from its
continuing operations amounting to $1,196,062 and $3,423,821 for
the three and nine months ended September 30, 2008, respectively.
In addition, as of September 30, 2008, the company had a working
capital deficiency of $2,156,478 and its bank line of credit
facilities had an outstanding balance of $1,924,154, which expired
and are in default on October 28, 2008. "These conditions raise
substantial doubt surrounding our ability to continue as a going
concern for a reasonable period," Stephen Miley, chief executive
officer, secretary and director, and Kay Carter, chief financial
officer, disclosed in a regulatory filing dated November 14, 2008.

"Our management is executing certain plans to alleviate the
negative trends and conditions described above.  In May 2008, we
entered into a merger and financing transaction that provided
$1,000,000 in proceeds to the post-merger combined companies, from
the sale of convertible notes and warrants.  Subsequent to
September 30, 2008, we sold 1,143,750 shares of our common stock
for net proceeds of $366,000.  In addition, subsequent to
September 30, 2008, we successfully restructured certain of our
operating leases that will result in a net decrease our operating
expenses.  Our management is currently negotiating with financial
institutions to restructure our current indebtedness to extend
existing terms as well as provide additional term and revolving
credit.  Finally, our management is currently reviewing our
operating and cost structure and believes that there are
additional opportunities for cost curtailment."

"Our ability to continue as a going concern is dependent on our
creditor's willingness to extend and restructure our existing bank
line of credit or our ability to obtain alternative financing
under terms and conditions that our suitable to our management.
There can be no assurances that the creditors will not call as due
and payable the bank line of credit or that our management will be
successful in identifying and closing new financing arrangements.
Ultimately, our ability to continue as a going concern is
dependent upon the achievement of profitable operations."

As of September 30, 2008, the company's balance sheet showed total
assets of $12,492,898, total liabilities of $13,408,113, and non-
controlling interests in variable interest entities of $350,894,
resulting in total stockholders' deficit of $1,266,109.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?379e

                          About Axcess Medical

Axcess Medical Imaging Corporation, through its US Imaging
Holding, LLC, subsidiary, provides diagnostic imaging services for
physicians, individuals and managed care organizations through its
integrated network of imaging centers located in the Southwest
region of Florida.  Its services include magnetic resonance
imaging, or MRI, positron emission tomography, or PET, computed
tomography, or CT, and other technologies.  These services are
non-invasive techniques that generate representations of internal
anatomy on film or digital media, which are used by physicians for
the diagnosis and assessment of diseases and disorders.  The
company also generates revenue from leasing our real estate
holdings located in the Southwest region of Florida principally to
commercial customers.


AXLETECH INTERNATIONAL: Moody's Withdraws 'B2' Corporate Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of AxleTech
International Holdings, Inc.'s, including its B2 corporate family
rating.  The rating action follows the recent acquisition of the
company by General Dynamics and repayment of all rated debt in
late December 2008.

These ratings have been withdrawn:

Issuer: AxleTech International Holdings, Inc.

  * Corporate Family Rating -- B2

  * Probability of Default Rating -- B2

  * 1st lien senior secured revolving credit facility --
    Ba3(LGD3, 32%)

  * 1st lien senior secured term loan credit facility --
    Ba3(LGD3, 32%)

  * 2nd lien senior secured term loan credit facility --
    Caa1(LGD5, 80%)

The last rating action on AxleTech was on September 22, 2006, when
its 1st lien senior secured credit facilities were upgraded to Ba3
from B2 with no change of other ratings.

AxleTech is a global supplier of planetary axles, brakes, other
drivetrain components and aftermarket parts for off-highway,
military and specialty vehicles.  AxleTech was acquired by an
investor group led by The Carlyle Group with management and
Wynnchurch Capital having minority positions.  Revenues in 2007
were approximately $406 million.


BERNARD L. MADOFF: U.S. Senators Request Information from SEC
-------------------------------------------------------------
Senators Chris Dodd (D-CT) and Richard Shelby (R-AL), Chairman and
Ranking Member of the Senate Committee on Banking, Housing and
Urban Affairs, announced that they are examining the reported
fraud by Bernard Madoff.  In a letter to Securities and Exchange
Commission (SEC) Chairman Christopher Cox, the Senators specified
that they are reviewing how federal regulators supervised and
oversaw this firm and requested documents and other information
about the case.

"The Banking Committee is examining this case to determine how so
many people could have been deceived and how such a massive fraud
could have gone undetected for so long," said Sen. Dodd. "American
investors deserve an explanation and the responsible parties must
be held accountable.  I am hopeful that our findings will also
help inform our efforts to improve regulation so that such abuses
do not occur in the future.  If this financial crisis has taught
us nothing else, it is that we need regulators who are committed
to supervision, oversight, and protecting American investors and
consumers."

"It is critical that the Banking Committee fully understand what
happened in the Madoff affair," said Sen. Shelby.  "Why was this
not caught sooner? Who is responsible?  Could the massive harm
that investors suffered have been prevented?  The documents we are
requesting will help us get to the bottom of this and inform our
efforts at regulatory restructuring going forward.  The American
people expect accountability, and that is exactly what they should
get."

                   About Bernard L. Madoff

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

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

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

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.


BLUE TULIP: Files for Chapter 11 Protection in Delaware
-------------------------------------------------------
Reuters reports that Blue Tulip Corp. has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Delaware.

According to Reuters, Blue Tulip said the economic downturn had
severely hurt its performance and its ability to satisfy debt
obligations.  The report states that Blue Tulip is seeking the
Court's permission to begin going-out-of-business sales at each of
its 24 locations, and to hire liquidation firm Hilco as a
consultant to help run the store closings.  Blue Tulip, says the
report, wants to liquidate its merchandise inventory and close its
stores before the end of January.  According to court document,
Blue Tulip's request will be heard on Jan. 13, 2009.

Blue Tulip Corp. is a retailer of gifts and entertainment
products.  Former Goldman Sachs retail analyst Joseph Ellis
started the company in 2001.  Highland Capital Partners has a 44%
stake in the company, while Ellis holds a 13% stake.


BLUE TULIP: Gets Initial Approval to Access Cash Collateral
-----------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware authorized Blue Tulip Corporation to access,
on an interim basis, cash collateral securing repayment of secured
loan to its prepetition lenders until Jan. 31, 2009.

The Debtor owes $3.45 million including accrued interest at 13% to
the lenders as of their bankruptcy filing.  The Debtor said it is
in default of its debt and obligations to its lenders.

The Debtor told the Court that it does not have sufficient
available sources of working capital to operate its business or to
maintain its property without the use of cash collateral.

As adequate protection, the lenders will be granted additional and
replacement, and automatically perfected postpetition security
interest in and liens on all of the Debtor's assets.

A hearing is set for Jan. 30, 2009, at 4:00 p.m., to consider
final approval of the request.  Objections, if any, are due
Jan. 23, 2009.

A full-text copy of the a cash collateral use budget agreed upon
by the Debtor and the lenders is available for free at

             http://ResearchArchives.com/t/s?3786

Headquartered in Bordentown, New Jersey, Blue Tulip Corporation is
a retailer of gifts and entertainment product.  The company filed
for Chapter 11 protection on Jan. 5, 2009 (Bankr. D. Del. Case No.
09-10015).  Ryan M. Bartley, Esq., and Sean Matthew Beach, Esq.,
at Young Conaway Stargatt & Taylor, LLP, represent the Debtor in
its restructuring effort.  The company selected Epiq Bankruptcy
Solution LLC as its claims agent.  When the Debtor filed for
protection from their creditors, it listed assets and debts
between $1 million and $10 million.


BRODER BROS: Moody's Downgrades Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Broder Bros., Co.'s Corporate
Family Rating and Probability of Default Rating to Caa3 from Caa1.
Moody's also lowered the rating on the company's senior unsecured
notes to Ca from Caa2.  The rating outlook remains negative.

The downgrade follows the company's announcement that due to
softened demand, Broder believes revenues and gross profits will
decline in the fourth quarter of 2008 compared to the same period
in 2007 and similar negative trends are expected to continue for
at least part of 2009.  At the same time the company's credit
metrics remain very weak with debt/EBITDA near 8.0 times and
EBITA/interest near 0.9 times for the LTM period ending
September 30, 2008.  While Broder's liquidity over the next 12
months is adequate, liquidity over the next 24 months is weak due
to a $225 million note maturity in October 2010.

"As a result of the company's high financial leverage,
expectations for continued weak operating performance in the
current recessionary economic environment, and with the maturity
of its $225 million senior unsecured notes in October 2010, the
likelihood of a distressed exchange or default has increased" said
Moody's Vice President and Senior Analyst Scott Tuhy.

These ratings were downgraded and LGD assessments amended:

  -- Corporate Family Rating to Caa3 from Caa1

  -- Probability of Default Rating to Caa3 from Caa1

  -- $225 million Senior Unsecured Notes due 10/2010 to Ca (LGD
     5, 73%) from Caa2 (LGD 5, 72%)

Moody's last rating action on Broder Bros., Co. was on April 15,
2008 when the company's corporate family rating was lowered to
Caa1 from B3.

Broder Bros., Co., based in Trevose, Pennsylvania, is a leading
distributor of imprintable sportswear and accessories in the U.S.


BRUGNARA CORPORATION: Case Summary & Two Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Brugnara Corporation
        224 Seacliff
        San Francisco, CA 94121-1028

Bankruptcy Case No.: 09-30041

Type of Business: The Debtor is a real estate company.

Chapter 11 Petition Date: January 7, 2009

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: David N. Chandler, Esq.
                  DChandler1747@yahoo.com
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jorei Enterprises              collateral FMV:   $11,350,000
LLC                            $4,096,000
One Park Plaza, Ste. 550
Irvine, CA 92614

Robert Kane                                      $20,000
870 Market St., Ste. 1128
San Francisco, CA 94102


BRUGNARA PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Brugnara Properties VI
        224 Sea Cliff Avenue
        San Francisco, CA 94121

Bankruptcy Case No.: 09-30038

Type of Business: The Debtor is a real estate company.

Chapter 11 Petition Date: January 7, 2009

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Stephen D. Finestone, Esq.
                  sfinestone@pobox.com
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624

Total Assets: $17,800,000

Total Debts: $ 17,540,328

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Robert Kane                                      $8,000
870 Market St., Ste. 1128
San Francisco, CA 94102

San Francisco Water Dept.                        $1,328
PO Box 7369
San Francisco, CA 94120-7369

Nabil Maisari                                    $1,000
351 California St.
San Francisco, CA 94104

The petition was signed by the firm's president, Luke Brugnara.


CAPE ANN: Files for Chapter 7 Liquidation
-----------------------------------------
Boston Business Journal reports that Cape Ann Housing Opportunity
Inc. has filed for Chapter 7 liquidation in the U.S. Bankruptcy
Court for the District of Massachusetts.

According to Boston Business, costs on Cape Ann's Pond View
Village project in Gloucester increased and demand for condos
declined.  The report says that the affordable housing project
couldn't keep current on a construction loan.

Court documents say that Cape Ann's creditors will have a meeting
on Feb. 3, 2009.

Cape Ann Housing Opportunity Inc. is a nonprofit company in
Boston.


CASS COUNTY: Fitch Affirms Rating on $50 Mil. Hospital Bonds
------------------------------------------------------------
Fitch Ratings affirms the $50 million Cass County, Missouri
hospital revenue bonds, series 2007 (Cass Medical Center
Replacement Project) at 'BBB-'.

The 'BBB-' rating is supported by Cass Regional's critical access
hospital designation, its operating profitability, favorable
market characteristics, community tax support, and its management
agreement with the Hospital Corporation of America (rated 'B' by
Fitch).  Cass Regional received CAH designation in June 2005,
which provides the hospital enhanced Medicare and Medicaid
reimbursement (both payors make up a combined 53% of revenues).
After receiving the designation, Cass Regional's operating margins
have continued to be positive resulting in an 8.3%, 8.9%, and 4.4%
in fiscal year 2007, FY06, and FY05, respectively.  Recent
operating performance reflects favorable reimbursement because of
its CAH designation and favorable commercial contracts along with
solid outpatient volume growth.  The positive operating
performance has led to sound liquidity resulting in days cash on
hand of 170.6 days, comparing favorably to the category median of
123.5 days.  Cass Regional's revenue base of $34.6 million in
fiscal 2007 is average as compared to other CAHs in Fitch's
portfolio; however, the hospital's size remains small and
inherently more vulnerable with limited flexibility to absorb
adverse events.  In addition, the scope of the capital project
heightens Cass Regional's exposure to construction risk.

In 2007, Cass Regional maintained a leading market share of 25%
(next closest competitor is Cass Regional's sponsoring hospital -
HCA's Research Medical Center located in Kansas City at 14.1%) on
an inpatient basis and 54.7% (next closest is HCA's Research-
Belton Hospital located 16.4 miles away at 8.5%) on an outpatient
basis in its primary service area.  Cass Regional receives ad
valorem property tax monies from the county (approximately
$1.7 million in 2008) that have been annually dedicated for debt
service.  Finally, by virtue of its long-standing relationship
with HCA, Cass Regional has directly benefited on a revenue and
expense basis as HCA has leveraged its market presence to secure
favorable payor rates and has passed along supply cost savings
through its purchasing leverage with vendors.

Credit risks include Cass Regional's high debt burden and
leverage, small revenue base, and regulatory risk associated with
future changes in reimbursement from governmental payors and/or
changes in the CAH regulations.  Although Cass Regional's debt
profile is significant, it plans no further debt upon completion
of the new replacement hospital.  Leverage is high as maximum
annual debt service as a percentage of revenue is 8.2% compared to
Fitch's category median of 3.2%.  Further, debt to capitalization
is 60.6%, comparing unfavorably to the median of 47.1%.

The Stable Rating Outlook is primarily based on Cass Regional's
CAH designation, which provides revenue stability that should
allow Cass Regional to continue to generate operating margins in
excess of 5% over the near term.  Furthermore, Fitch expects that
upon completion of the replacement project, Cass Regional will
strengthen its market position and allow it to grow into its
current debt burden.

Located in Harrisonville, Missouri in Cass County, the second
fastest growing county in Missouri, approximately 37 miles
southeast of Kansas City.  Cass Regional is a critical access
hospital with 25 acute-care beds and a 10 bed gero-psychiatric
unit.  Other entities include six medical clinics, eight employed
family practitioners, one employed general surgeon, and five
employed family nurse practitioners.  Cass Regional covenants to
provide audited annual financial statements 150 days after the
year-end close and quarterly disclosure 45-days after the quarter
close to bondholders via the NRMSIRs.  Quarterly disclosure has
been timely and consists of a balance sheet, income statement, and
utilization statistics.


CHENIERE ENERGY: Board OKs Indemnification Pact for Directors
-------------------------------------------------------------
Cheniere Energy, Inc., disclosed in a filing with the Securities
and Exchange Commission that its board of directors authorized the
company to enter into an indemnification agreement with each of
the directors of the company.

The form of Agreement provides for indemnification for all
expenses and claims that a director incurs as a result of actions
taken, or not taken, on behalf of the company while serving as a
director, officer, employee, controlling person, agent or
fiduciary of the company, with the indemnification to be paid
within 25 days after demand.  The Agreement provides that no
indemnification will generally be provided:

   1) for claims brought by the director, except for a claim of
      indemnity under the Indemnification Agreement, if the
      company approves the bringing of such claim, or if the
      Delaware General Corporation Law requires providing
      indemnification because the director has been successful on
      the merits of the claim;

   2) for claims under Section 16(b) of the Securities Exchange
      Act of 1934, as amended;

   3) if the director did not act in good faith or in a manner
      reasonably believed by the director to be in or not opposed
      to the best interests of the company;

   4) if the director had reasonable cause to believe that his or
      her conduct was unlawful in a criminal proceeding, or

   5) if the director is adjudged liable to the company.

Indemnification will be provided to the extent permitted by law,
the company's certificate of incorporation and bylaws, and to a
greater extent if by law the scope of coverage is expanded after
the date of the Agreement.  In all events, the scope of coverage
will not be less than what is in existence on the date of the
Agreement.

A full-text copy of the Indemnification Agreement is available for
free at http://ResearchArchives.com/t/s?3787

                     About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30.0% limited
partner interest in a fourth LNG receiving terminal.

Cheniere Energy, Inc. reported a net loss of $67.4 million for the
third quarter of 2008 compared with a net loss of $53.5 million
during the corresponding period in 2007.

For nine months ended Sept. 30, 2008, the company reported net
loss of $249.6 million compared with net loss of $129.1 million
for the same period in the previous year.

Unrestricted cash and cash equivalents at Sept. 30, 2008, was
$128.3 million of which the majority was held by Cheniere Energy,
Inc.  Cheniere estimates remaining cash expenditures for the
Creole Trail pipeline to be $11.0 million from October 2008
through completion.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3.0 billion and total liabilities of $3.5 billion, resulting
in a stockholders' deficit of $527.1 million.


CHESAPEAKE ENERGY: Aubrey McClendon Remains as CEO for 5 Years
--------------------------------------------------------------
Chesapeake Energy Corp. said in a filing with the U.S. Securities
and Exchange Commission that on Dec. 31, 2008, it entered into a
new five-year employment agreement with its CEO Aubrey K.
McClendon, in recognition of his leadership role in completing a
series of transactions in 2008 that were valuable to the Company
and its shareholders.

As reported by the Troubled Company Reporter on Oct. 16, 2008,
Chesapeake Energy said that Mr. McClendon had been forced to sell
his shares to meet margin calls.  Mr. McClendon had been a major
holder in Chesapeake Energy, owning 33.5 million shares as of
Sept. 30, 2008, a stake of more than 5%.  Ben Casselman at The
Wall Street Journal reports that the forced sale had caused some
analysts to speculate that Mr. McClendon might leave Chesapeake
Energy, which he co-founded in 1989.

The Amended McClendon Agreement contains these provisions:

     -- a one-time $75 million incentive award that, after
        reduction by federal withholding taxes, is structured as
        a net credit against future billings from the company for
        well costs owed by Mr. McClendon, with a five-year
        clawback;

     -- a five-year employment commitment by Mr. McClendon;

     -- a cap on cash salary and bonus compensation for the next
        five years at 2008 levels;

     -- an extension of the non-competition period with respect
        to certain terminations by the company; and

     -- a reduced 2009 stock holding requirement.

Well Cost Incentive Award

Chesapeake Energy made the incentive award to Mr. McClendon
effective Dec. 31, 2008.  The total cost to the company of the
award is approximately $75 million plus the employment taxes
imposed on the company by law in the amount of $1.1 million.
However, under GAAP accounting, the company is required to
recognize the incentive award as general and administrative
expense over the five-year vesting period for the clawback,
resulting in an expense of approximately $15 million per year to
the company beginning in 2009.  In addition to state and federal
income tax withholding, similar employment taxes were imposed on
Mr. McClendon and withheld from the award.  After deduction of the
required federal and state tax withholdings, the net incentive
award was approximately $43.5 million.

The net incentive award can only be utilized by Mr. McClendon or
his family-owned affiliates for application against costs
attributable to interests in the company's wells, acquired by Mr.
McClendon or his affiliates under the Founder Well Participation
Program.  The FWPP was approved by the company's shareholders in
June 2005.  Under the FWPP, Mr. McClendon has the right to elect
to participate with up to a 2.5% working interest in all of the
company's wells drilled during a calendar year (except for
individual wells where the election would reduce the company's
working interest to below 12.5%) and is required to pay the
drilling, completing, operating and leasehold costs attributable
to his working interest in each well (Well Costs) on the same pro
rata basis as the company or other third parties that own an
interest in such well.  Based on the company's current development
plans and Mr. McClendon's election under the FWPP to participate
with a 2.5% working interest during  2009, the Well Costs under
the FWPP are expected to exceed the amount of the entire FWPP
Credit during 2009.  After December 31, 2014, Mr. McClendon may
request payment in cash of the portion of the FWPP Credit that has
not been subject to the clawback or utilized to pay Well Costs.

The incentive award, consisting of the FWPP Credit and Mr.
McClendon's associated tax withholdings, is subject to a clawback
if, during the initial five-year term of the Amended McClendon
Agreement, Mr. McClendon resigns from the company or is terminated
for cause by the company.  The amount of the incentive award not
subject to the clawback increases on a pro rata basis each
calendar month that a triggering resignation or termination for
cause does not occur.  Thus, the amount of the clawback reduces by
$1.25 million per month over the initial five-year term of the
Amended McClendon Agreement.  In the event that Mr. McClendon
resigns or is terminated for cause during this period, the unused
portion of the FWPP Credit is immediately forfeited for no
consideration to Mr. McClendon.  In addition, Mr. McClendon is
obligated to repay to the company within 180 days the amount by
which the sum of the associated tax withholdings from the
incentive award plus the amount of the FWPP Credit applied against
Well Costs exceeds the Vested Amount.  The clawback provision does
not apply if Mr. McClendon's employment is terminated (i) by the
Company without cause, (ii) by Mr. McClendon if the company
defaults under a material provision of the Amended McClendon
Agreement, (iii) as a result of Mr. McClendon's death or
disability, or (iv) after a change of control of the Company in
certain circumstances.

Five-Year Employment Commitment & Cap on Future Cash Compensation

Mr. McClendon agreed that, absent a material breach by the Company
of the Amended McClendon Agreement, he would not resign from his
position for the initial five-year term of the Amended McClendon
Agreement.  Mr. McClendon also agreed that for the five years
ending Dec. 31, 2013, his annual salary would not exceed its 2008
level of $975,000 and his annual cash bonuses would not exceed the
amount awarded to him during 2008 of $1.95 million.

No Lump Sum Payment upon Termination Without Cause

Mr. McClendon agreed that any compensation due as a result of a
termination by the company without cause would be paid out over
the then remaining term of the Amended McClendon Agreement.  The
effect of such provision is to extend the covenant not to compete
applicable against Mr. McClendon through the term of such payment,
plus six months.

Stock Holding Requirement

Mr. McClendon's prior employment agreement required Mr. McClendon
to hold shares of the company's common stock with an investment
value (as defined in the prior employment agreement) equal to 500%
of Mr. McClendon's annual salary and annual cash bonuses.  As a
result of the forced liquidation of a substantial portion of Mr.
McClendon's stock holdings in the Company during October 2008, Mr.
McClendon's stock ownership fell below the required amount.  The
Amended McClendon Agreement reduces the required percentage to
200% for 2009 in order to provide Mr. McClendon time to acquire
additional shares of the Company's common stock.  The required
percentage reverts to 500% beginning in 2010.  Part of the
consideration for the foregoing reduction was the fact that the
short swing profit rules under Section 16 of the Securities
Exchange Act of 1934, as amended, may effectively preclude Mr.
McClendon's purchases of the company's common stock through April
2009.

Rationale for Incentive Award and Structure

The Compensation Committee considered a number of factors in
determining the amount and the form of the incentive award to Mr.
McClendon and the amendments to Mr. McClendon's prior employment
agreement.  The Compensation Committee determined that the
restrictions agreed to by Mr. McClendon, the requirement that Mr.
McClendon use the FWPP Credit to invest on an at-risk basis in the
company's wells and the imposition of the clawback would align Mr.
McClendon's economic interests with the company's long-term
business plan and the shareholders' interests while rewarding him
for the leadership role he played in negotiating the 2008
transactions.

The Compensation Committee considered the substantial value the
2008 transactions created for the company and its shareholders.
The initial cash payment under the 2008 transactions permitted the
company to recoup the cost basis of the assets sold in the 2008
transactions (book basis of approximately $1.7 billion) as well as
all or virtually all of the cost basis of the interests in the
Haynesville, Fayetteville and Marcellus plays retained by the
company.  In addition, the $4.6 billion drilling credit provides a
tax efficient funding source for the development of the company's
retained acreage position, and the participation of the joint
venturers in future leasing will provide material subsidies for
the company's ongoing leasing efforts in each of the co-
development areas.  In total, the company received consideration
in the amount of $10.3 billion, generated a (non-GAAP) profit of
$8.6 billion through the four transactions and retained majority
ownership positions in the co-development areas valued at $25.9
billion on a pro-rata basis. The company believes these
transactions should result in peer-group leading finding and
development costs and superior financial performance by the
Company over the next several years, although many factors such as
the risks related to the company's business could cause actual
results to differ materially from anticipated results.

In addition to the success of the 2008 transactions and Mr.
McClendon's leadership role in those transactions, the
Compensation Committee also considered a number of other factors
in modifying his prior employment agreement.  One such factor was
Mr. McClendon's voluntary decision not to participate in the
special restricted stock grant in 2006 to the company's other
employees and the supplemental restricted stock grant in 2008 to
the company's other employees.  Mr. McClendon's decision not to
participate in such equity grants resulted in significant benefits
to the company and its shareholders while representing substantial
forgone value to Mr. McClendon.

The Compensation Committee further determined that an award to Mr.
McClendon in the form of a drilling credit not only rewarded him
for his role in the company's successful 2008 transactions, but
also served to align his economic interests with those of the
company.  Under the terms of the Amended McClendon Agreement, Mr.
McClendon and his affiliates are required to use the FWPP Credit
to invest in the company's drilling program in accordance with the
FWPP, thereby exposing him to the same risks and benefits that
accrue to the company from its drilling program.  Mr. McClendon's
use of the FWPP Credit is also anticipated to match the form and
deferred timing of a significant portion of the drilling credits
received by the company as part of the joint venture transactions.
In addition, by making the FWPP Credit award to Mr. McClendon
subject to a clawback, the Compensation Committee provided a
simple and direct incentive to Mr. McClendon to remain with the
company for at least the next five years, which corresponds to the
development of the properties covered by the various joint venture
transactions.  Because of other entrepreneurial opportunities that
exist in the industry and Mr. McClendon's reduced company stock
holdings, the Compensation Committee focused on providing a
retention incentive to Mr. McClendon that the Compensation
Committee believed would be effective for multiple years without
issuing substantial equity awards at current stock prices, which
the Compensation Committee views as depressed.

               About Chesapeake Energy Corporation

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville
Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf
Coast, Ark-La-Tex and Appalachian Basin regions of the United
States.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services affirmed its rating on
Chesapeake Energy Corp., including the 'BB' corporate credit
rating, and removed the ratings from CreditWatch, where they had
been placed with positive implications on July 9, 2008.  The
outlook is stable. As of Sept. 30, 2008, Oklahoma City-based
Chesapeake had $14 billion in debt.

As disclosed in the Troubled Company Reporter on May 22, 2008,
Moody's Investors Service assigned Ba3 (LGD 4; 62%) ratings to
Chesapeake Energy's pending $800 million offering of ten year
senior unsecured notes and $1 billion or more offering of thirty-
year contingent convertible senior notes.  Moody's also moved the
rating outlook up to stable from negative.  Moody's also affirmed
CHK's Ba2 corporate family, Baa3 hedge facility, Ba2 probability
of default, SGL-3 liquidity ratings, and existing Ba3 note ratings
but changed the LGD statistics from LGD 4; 61% to LGD 4; 62%.

As reported in the Troubled Company Reporter on Oct. 27, 2008,
Fitch Ratings affirmed Chesapeake Energy Corporation's issuer
default rating at 'BB' following the company's recently announced
updated financial position and plans to cut capital expenditures.
The rating outlook remains negative.


CHESTER COUNTY: S&P Gives Positive Outlook; Affirms 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to positive
from stable on Chester County Industrial Development Authority,
Pennsylvania's revenue bonds, issued for the Avon Grove Charter
School project.  At the same time, S&P affirmed its 'BB+' long-
term rating on the bonds.

The bonds are secured by lease payments from the Avon Grove
Charter School directly to a trustee.

"The positive outlook is based on our view that Avon Grove School
District continues to effectively transition to its new school
configuration and expanded facility," said Standard & Poor's
credit analyst Robin Prunty.

"The rating reflects, in our view, the inherent risk associated
with the charter school, the short operating history of the
school, and a relatively weak liquidity position through fiscal
2008," Ms. Prunty added.

The ratings also reflect what S&P see as a substantial increase in
leverage with this project, which will require significant
additional enrollment in the next five years to meet debt service
obligations; the uncertainty associated with shifting student
enrollment to a new location and the impact it might have on
future demand beyond the current year; and the potential for
competition from new charter schools.

Partially offsetting these concerns in S&P's opinion are strong
demand for the school to date based on steady enrollment increases
and a substantial waiting list that is updated annually; above-
average academic performance since the school began operation;
adequate financial operations and reserve position with some
slight improvement in liquidity through fiscal 2008; and limited
additional facility needs based on the current school charter.

Additional facility improvements to complete the project are
planned for 2009 along with an additional bond issue.  S&P could
upgrade the authority to the investment-grade category if it shows
a trend of consistent financial performance and steady demand
following the expansion and relocation of the school facilities.

The bonds are secured by a loan agreement between the authority
and the charter school, in which the school is obligated to make
loan payments to the trustee.  Bond proceeds were used to purchase
and renovate another elementary school facility to expand
capacity.

The charter school is located west of Philadelphia and north of
Wilmington, Delaware, in Chester County.


CHRYSLER LLC: $4-Bil. TARP Loan to Accelerate if Plan Not Viable
----------------------------------------------------------------
The U.S. Treasury, in its Jan. 7, 2009, report to Congress, said
that its agreement with Chrysler Holding LLC, requires the
automaker to submit a restructuring plan to achieve long-term
viability.  The agreement provides for acceleration of the loan if
those goals under the plan, which are subject to review by a
designee of the U.S. President, are not met.  The Treasury says
that it has entered into a similar agreement with General Motors
Corp.

On January 2, 2009, Treasury provided a three-year $4 billion loan
to Chrysler Holding LLC under the new Automotive Industry
Financing Program, which was implemented as part of the
Emergency Economic Stabilization Act of 2008.

The Chrysler loan is secured by various collateral, including
parts inventory, real estate, and certain equity interests held by
Chrysler.  Like the GM agreement, this agreement requires Chrysler
to submit a restructuring plan to achieve long-term viability for
review by the President's designee and provides for acceleration
of the loan if those goals are not met.  The agreement includes
other binding terms and conditions designed to protect taxpayer
funds, including compliance with certain enhanced executive
compensation and expense-control requirements.  Furthermore,
Treasury received a senior unsecured note of Chrysler payable to
Treasury in the principal amount of $267 million.

                  $19.4 Bill for Auto Industry

To recall, the Treasury announced a new program in December, the
AIFP, to prevent a significant disruption of the American
automotive industry, which would pose a systemic risk to financial
market stability and have a negative effect on the economy of the
United States.  The program requires participating institutions to
implement plans that will achieve long-term viability.

Participating institutions must also adhere to rigorous executive
compensation standards and other measures to protect the
taxpayer's interests, including limits on the institution's
expenditures and other corporate governance requirements.

Between December 29 and January 2, the Treasury committed to
provide $19.4 billion in funds under the Troubled Assets Relief
Program (TARP), with an additional $4 billion subject to certain
conditions.

On Dec. 29, 2008, Treasury purchased $5 billion of senior
preferred equity with an 8% annual distribution right from GMAC
LLC through the AIFP.  Under the agreement, GMAC issued warrants
to Treasury to purchase, for a nominal price, additional preferred
equity in an amount equal to 5% of the preferred equity purchased.
These warrants were exercised at closing of the investment
transaction.  The additional preferred equity provides for a 9%
annual distribution right.

Additionally, the Treasury committed to lend up to $1 billion of
TARP funds to GM so that GM can participate in a rights offering
by GMAC in support of GMAC's reorganization as a bank holding
company.  The rights offering is expected to close, and the loan
to GM is expected to be funded, on January 16, 2009.  The loan
will be secured by GMAC equity interests owned by GM and those
being acquired by GM in the rights offering, and it will
be exchangeable at any time, at the Treasury's option, for the
GMAC equity interests being acquired by GM in the rights offering.
The ultimate level of funding under this facility will depend upon
the level of current investor participation in GMAC's rights
offering.

Treasury completed an additional transaction with GM on
December 31.  Under the GM agreement, the Treasury will provide GM
with up to a total of $13.4 billion in a three-year loan from the
TARP, secured by various collateral.  Treasury funded $4 billion
of this loan immediately, and committed to fund an additional
$5.4 billion on January 16, 2009.  The Treasury will provide an
additional $4 billion on February 17, 2009, subject to certain
conditions.  To protect taxpayers, the agreement requires GM to
develop and implement a restructuring plan to achieve long-term
financial viability.  The restructuring plan is to be reviewed by
a designee of the President, who will determine whether the goals
of the restructuring have been met.  If the President's Designee
does not find that the goals have been met, the loan will be
automatically accelerated and will come due 30 days thereafter.
This agreement also includes other binding terms and conditions
designed to protect taxpayer funds, including compliance with
certain enhanced executive compensation and expense control
requirements.  Furthermore, Treasury received a warrant for
shares of GM common stock and an additional senior unsecured note
in the principal amount of $748.6 million.

          TARP Transactions Now Total $266.9 billion.

The recent transactions under the newly established Automotive
Industry Financing Program and Targeted Investment Program, when
combined with $187.5 billion of transactions under the Capital
Purchase Program and the $40 billion transaction under the program
for Systemically Significant Failing Institutions, bring the total
amount of transactions to $266.9 billion.  The Treasury will
submit the next report when transaction levels reach the
$300 billion level.

The Treasury said it is actively engaged in developing additional
programs to strengthen our financial system so that credit flows
to our communities.  "We have made significant progress, but
recognize there is no single action the federal government can
take to end the financial market turmoil and the economic
downturn."

As a result of Treasury's decision to support GM, GMAC, and
Chrysler, the Treasury has effectively allocated the first $350
billion from the TARP.  The actual disbursement of allocated but
undisbursed funds is subject, in the case of the CPP, to approval
of bank capital applications, many of which remain with the
regulators and will not reach Treasury for review for some
weeks, and to closing of CPP transactions, which in turn remain
subject to documentation, shareholder approvals in certain cases,
and other closing procedures.

The Treasury says, "In the very short term, the allocated but not
yet disbursed TARP balances, in conjunction with the powers of the
Federal Reserve and the FDIC, are likely to provide the necessary
resources to address a significant financial market event."  It
believes, however, that the remainder of the TARP funds will be
needed to support financial market stability.

                     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.


CITIGROUP INC: Enters Mortgage Deal With Democrats in Senate
------------------------------------------------------------
Citigroup Inc. has entered into a deal with top Democrats in the
Senate to proceed with a measure that would let judges set new
repayment terms for millions of mortgage holders who wind up in
bankruptcy court, Elizabeth Williamson at The Wall Street Journal
reports, citing senators involved in the agreement.

WSJ relates that 1 in 10 homeowners are either delinquent in their
mortgage payments or in the process of foreclosure.  The American
Bankruptcy Institute reports that the number of people filing for
Chapter 13 bankruptcy increased to 263,756 in the nine months of
2008, compared to 234,375 in the same period in 2007.

According to WSJ, Sen. Durbin negotiated the agreement on the
Senate version of a bill allowing "cramdowns," when bankruptcy
judges force lenders to modify mortgages.  Sen. Durbin has worked
on the Senate bill for more than a year.  Citing senate staffers,
the report says that the agreement would be the first of several
measures being drafted this year that propose to cut the principal
owed by homeowners facing mortgages larger than the current value
of their house.  The report states that banks have opposed the
legislation on grounds that cramdowns would increase borrowing
costs for all home buyers and jam courts with homeowners who
wouldn't otherwise declare bankruptcy.

WSJ says that Sen. Christopher Dodd, Democratic chairperson of the
Senate Banking Committee, supports the Senate bill.  Sen. Chuck
Schumer of worked with Citigroup to help come up with a
compromise, according to the report.

Democrats, WSJ states, want to include cramdown in the
$800 billion stimulus bill, which the Congress aims to pass by the
middle of February.

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

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


CLEARWATER NATURAL: Files for Chapter 11 Bankruptcy in Kentucky
---------------------------------------------------------------
Clearwater Natural Resources LP, together with its affiliates,
Miller Bros. Coal LLC and Clearwater Natural Resources LLC, made a
voluntary filing under Chapter 11 of the United States Bankruptcy
Court for the Eastern District of Kentucky when it failed to
obtain other financing outside bankruptcy.

Ron M. Logan, interim chief executive officer for Clearwater
Natural, related that the need for short-term liquidity compelled
the company to restructure its financial affairs including its
obligations under a certain secured credit agreement; however, the
company and its secured lenders were unable to arrive a consensual
restructuring under that deal.  The company has incurred
significant development costs to start up new mines during the
past 12 months, Mr. Logan added.

Several secured lenders agreed to provide postpetition financing
to enable the company to sell their assets, on a going concern
basis, to refinance its indebtedness, Mr. Logan noted.  The
company wants to obtain about $10 million in DIP financing with
interest of 3% per annum from its secured lenders.

The company listed assets between $100 million and $500 million,
and debts between $50 million and $100 million in its filing.  The
company owes $2.8 million to Whayne Supply Company; $1.7 million
to Nelson Brothers LLC; and $760,000 to Kentucky Stream.

                    Prepetition Debt Structure

The company entered into a credit agreement dated Oct. 2, 2006,
with Bank of America, as administrative agent and lender, secured
by liens and security interest on substantially all of the
company's assets.  Miller Bros guaranteed the obligations of the
company under the agreement.

As of its bankruptcy filing, the company owe $45.9 million consist
of (i) a $44.0 million of principal; (ii) $1.2 million of
forbearance fees; (iii) $1.3 million of other fees and expenses;
and (iv) $773,744 of accrued interest.  In addition, the face
amount of outstanding undrawn letters of credit under the secured
credit agreement is $11.5 million.

Other secured lenders are Royal Bank of Canada, Guaranty Bank,
Caterpillar Financial Service Corp., UBS Loan Finance LLC, and NM
Rothschild & Sons Ltd.

                      Professionals On Board

The company seeks to employ Wyatt, Tarrant & Combs LLP and Vinson
& Elkins LLP as counsels; Administar Services Group LLC as claims,
noticing and balloting agent;

                     About Clearwater Natural

Headquartered in Kansas City, Missouri, Clearwater Natural
Resources LP engages in coal mining in the Central Appalachian
region.  In August 2005, the company acquired 100% interest in
Miller Bros. that became a wholly-owned operating subsidiary of
the company.  The company also acquired in October 2006 all
interest in Knott Floyd Land Company, a medium scale coal mining
company and its operations were subsequently consolidated into
Miller.  Through Miller, the company produces and sells coal from
eleven mining operations in Eastern Kentucky and provide contracts
mining services for two third-party owned mines located within the
Appalachian region.


CLEARWATER NATURAL: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Clearwater Natural Resources, LP
        4151 N. Mulberry Dr., Suite 245
        Kansas City, MO 64116

Bankruptcy Case No.: 09-70011

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Clearwater Natural Resources, LLC                  09-70013
Miller Bros. Coal, LLC                             09-70012

Related Information: The Debtors engage in coal mining in the
                     Central Appalachian region.  In August 2005,
                     Clearwater Natural Resources LP acquired
                     100% interest in Miller Bros. that became a
                     wholly-owned operating subsidiary of the
                     company.  Clearwater Natural acquired in
                     October 2006 all interest in Knott Floyd
                     Land Company, a medium scale coal mining
                     company and its operations were subsequently
                     consolidated into Miller.  Through Miller,
                     Clearwater Natural produces and sells coal
                     from eleven mining operations in Eastern
                     Kentucky and provide contracts mining
                     services for two third-party owned mines
                     located within the Appalachian region.

Chapter 11 Petition Date: January 7, 2009

Court: Eastern District of Kentucky

Judge: William S. Howard

Debtor's Counsel: Mary L. Fullington, Esq.
                  lexbankruptcy@wyattfirm.com
                  Wyatt, Tarrant & Combs LLP
                  250 West Main Street, Suite #1600
                  Lexington, KY 40507-1746
                  Tel: (859) 233-2012

                     --- and ---

                  Vinson & Elkins LLP

Claims, Noticing and Balloting Agent: Administar Services Group
                                      LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Kayne Anderson MLP Investment  loan              $12,809,660
Company
717 Texas Avenue, Suite 3100
Houston, TX 77002
Tel: (713) 655-7371

BBT Fund LP                    loan              $1,895,723
Attn: Doug Wilson
3 Greenwich office Park
51 Weavr Street
Greenwich, CT 06831
Tel: (203) 422-2721

Fiduciary/Claymore MLP         loan              $1,183,880
Opportunity Fund
c/o Fiduciary Asset Mnmgt, LLC
8112 Maryland Avenue, Ste. 400
Clayton, MO 63105
Tel: (314) 446-6795

MBC Holding                    loan              $333,000

Gerald B. Cramer Revocable     loan              $102,119
Trust

Journeys End Partners LLC      loan              $50,600

PricewaterhouseCoopers         services          $45,000

Edward J. Rosenthal Profit     loan              $11,800
Sharing Plan

GSI-Greensoft Solutions        services          $6,630

Irrevocable Trust fba Daphna's loan              $5,900
Grandchildren

Jay B. Langner                 loan              $4,700

Daphna Cramer                  loan              $3,500

Gerald & Daphna Cramer         loan              $3,300
Family Fund

Edward J. Rosenthal 2000 Trust loan              $1,800

Computer Guidance Corp.        services          $0

The petition was signed by Ron M. Logan, chief restructuring
officer of Clearwater Natural Resources LLC, general of the
Debtor.


CLUB AT WATERFORD: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
The Club at Waterford, LP, delivered to the U.S. Bankruptcy Court
for the Western District of Texas on Jan. 5, 2009, a Chapter 11
Plan and Disclosure Statement explaining its Chapter 11 Plan.

                      Debtor's Real Property

The Debtor's real property assets, all of which are located near
Lake Travis in Burnet County, Texas, consist of a 251.65 acre Roy
Bechtol-designed golf course, a 212 lot residential subdivision of
approximately 319.94 acres and a 4.23 acre non-contiguous tract
near FM 1431.

                           Plan Summary

The Debtor projects sales of over $45,000,000, inclusive of Club
Memberships attached to each lot, for the 212 lots comprising
Phase 1 of The Club at Waterford golf and country club development
Debtor also expects to sell 100 non-property owner memberships
with an anticipated revenue of at least $3,000,000.  Debtor also
anticipates sales from the approximately 4 acre parcel at the
front of the development as commercial lots or pad sites.  That
parcel is not encumbered by the Stark Master Fund lien and will be
near the FM 1431 access to the development.  The principals of the
Debtor have agreed to contribute the sale proceeds of
approximately 57 additional lots from a 105 acre tract currently
owned by Hickory Creek Farms, LLC ("the HCF Tract') which adjoins
Waterford Club Drive Loop.  The projected revenues from the
additional lots is $10,000,000 over the term of the Plan.

The reorganized Debtor will continue to be managed by John Carlew,
Wayne Ausmus, Faye Ausmus and Debra Fryar.  John Carlew will
oversee the management of the entire project.  Wayne Ausmus will
oversee the construction of the entire project.  Faye Ausmus will
assist with future sales, as well as oversee the development of
the commercial property at the front of the project.  She will
also oversee any future financing that may be needed, as well as
help in the promotion of future lot sales.  Debra Fryar will
continue to oversee the sale of all lots and manage salespeople.
She is also the current Broker of Record and runs the daily
operations of the sales office.

Upon confirmation of the Plan all property will be revested in the
reorganized Debtor, provided, however that in the event of
conversion of the case to Chapter 7, the property owned by the
Debtor on the date of conversion will be deemed to be property of
the Chapter 7 bankruptcy estate.  The HCF Tract shall not become
property of the Debtor or the Debtor's estate at any time.

      Classification and Treatment of Classes under the Plan

The Plan classifies Claims and Interests into 6 classes.  The
treatment of each Class of Claims and Interests are as shown
below:

Class 1  Administrative Claims    Will be paid in full or as the
                                  same are allowed, approved, and
                                  ordered paid by the Court.

Class 2  Ad Valorem Tax Claims    Will be paid over a period of
                                  60 months with statutory
                                  interest of 12%.

Class 3  Mechanics Liens          Will be paid the over a period
         Claimants                with interest of 7%.

Class 4  Secured Claim of         Will be paid with its non-
         Stark                    default contract rate of
                                  interest over a period of no
                                  more than 60 months from the
                                  revenues generated by lot
                                  sales, golf memberships,
                                  Municipal Utility District
                                  (MUD) reimbursements and other
                                  revenues.

Class 5  Priority Unsecured       Will be paid over a period of
         Claims                   60 months with interest of 6%.


Class    Unsecured Claims         Will be paid in full with 6%
6.A      (Non-Related Parties)    interest over a period of 60
                                  months.

Class    Unsecured Claims         Will not be paid until all
6.B      (Related Parties)        allowed claims of Classes 2, 3,
                                  4, 5 and 6.A have been paid in
                                  full.

Class 7  Equity Interests         No distribution of dividends
                                  will be made to holders of
                                  equity until Classes 2, 3, 4, 5
                                  and 6.A have been paid in full.

Clas 1 is not as true class and is neither impaired nor
unimpaired.  Class 1 claimants are not entitled to vote on the
Plan.  The remaining claims are impaired within the meaning of
Sec. 1124 of the Bankruptcy Code.  Pursuant to Sec. 1126(a) of the
Code, any holder of an impaired claim under the Plan will be
entitled to vote for or against the Plan.

                 Mechanics/Implementation of Plan

A. Lot and Commercial Property Sales

Prior to the filing of the Chapter 11 petition, The Debtor had
substantially completed Phase 1 of the three phase development and
had 107 sales contracts in hand.  The Debtor believes that the
majority of those sales can be "revived" and closed.  The Debtor
has sought approval of the hiring of Modus, Inc., a firm which
specializes in marketing golf community properties around the
country.  The orderly sale of residential lots to owners and to
construction contractors will allow the completion and operation
of the golf course, sale of memberships and will generate
reimbursements from the Waterford No. 1 Municipal Utility District
(approximately $16,000,000).  Stark will be required to release
its lien and accept from each sale the amounts set forth in the
Debtor's agreement with First National of America to which Stark
succeeded after deduction of 10% of the sales price for
commissions and closing costs, and a $25,000 golf membership for
each lot sold.

B. Additional Lot Sale Proceeds

To further insure the funding necessary to complete the
Plan, the principals of the Debtor have agreed to contribute the
sale proceeds of approximately 57 lots from the HCF Tract.  The
Debtor expects the added revenues from lot sales to total at
least $10,000,000 during the duration of the Plan.  The payment of
such proceeds will continue until the completion of the Plan or
the conversion of the case to Chapter 7 or the dismissal of the
Plan, at which time the unsold portion of the HCF Tract will
revert to Hickory Creek Farms or assigns.

The Debtor believes that the current market and downturn will not
affect this project as much as the rest of the country for several
reasons.  First of all, the Texas economy had been projected to
continue to grow in the next 10 years spurred by the fact that the
housing continues to be largely unaffected by the economic
downturn since the Texas housing market did not see the large run
up in values over the last 10 years like other areas of the
country.

The Debtor adds that it has been able to maintain the majority of
the contracts on the books that it sold in 2006 and 2007.  The
Debtors say that this shows that there is still a strong demand
for this type of community in the hill country.

                  Alternatives to Debtor's Plan

The alternative to Debtor's Plan is a conversion to Chapter 7
liquidation or dismissal.  The Debtor believes that the most which
would be gained from a Chapter 7 would be from the liquidation of
the 4.23 acre tract which was acquired for $260,000.  This amount
would go to pay administrative expenses and the Chapter 7
Trustee's commission.  Debtor does not believe that any amount
would be available to pay unsecured creditors under a Chapter 7
liquidation.

The Debtor's principal asset, Phase 1, including the golf course,
is likely to be foreclosed upon by Stark Master Fund.  There will
be no distribution to creditors from this asset.  Stark will lose
the benefit of the main entrance and the necessary easements to
reach these easements off of 1431.  Stark will also lose the
benefit of the easement to place the water tower for Waterford on
the commercial piece of property outside the front entrance which
has been found to be necessary for a gravity flow system to
provide water to the development.  The current developer owns and
is in control of all necessary land to provide the development
with these critical elements.  Stark also does not have access to
the intake valve from Lake Travis for the water for the community
since the intake valve is located on the land owned by Wayne and
Faye Ausmus.  Without FM 1431 access, access to lake front, and
access to the water intake valve, Phase 1 cannot stand on its own
and support the golf course or have a viable plan to sell lots at
fair market value.

Based in Marble Falls, Texas, The Club at Waterford, LP, is a
single real estate debtor.  The company filed for bankruptcy
protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925).
Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy,
P.C., represents the Debtor as counsel.  In its schedules, the
Debtor listed assets of $51,507,543 and debts of $35,024,755.


CONSTAR INTL: Court Approves Protocol Limiting Equity Trading
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has entered an order in the bankruptcy cases of Constar
International Inc. and its affiliates that imposes substantial
restrictions on trading in equity interests in Constar
International and affiliates.

Questions regarding the order may be directed to representatives
of the Debtors:

     Wilmer Cutler Pickering Hale and Dorr LLP
     399 Park Avenue
     New York, New York 10022
     Attn: Andrew N. Goldman
     Tel: (212) 230-8800

The case number for the bankruptcy action is 08-13432.

The proposed plan of reorganization filed in the bankruptcy case
by Constar and its affiliates would, if confirmed and made
effective, result in the cancellation of the current common stock
of Constar International Inc.

                   About Constar International

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

The Debtors filed a Joint Chapter 11 Plan of Reorganization and a
Disclosure Statement explaining that Plan together with their
bankruptcy petitions.  The Debtors expect to emerge from Chapter
11 as early as Feb. 28, 2009, or at the latest, by March 30, 2009.
On the Petition Date, the Debtors promptly requested that the U.S.
Bankruptcy Court for the District of Delaware set a hearing date
to approve the Disclosure Statement explaining their Joint Chapter
11 Plan of Reorganization and to confirm the Plan.  If the Plan is
confirmed, the Effective date of the Plan is projected to be
approximately 10 days after the date the Court enters the
Confirmation order.


DBSI INC: 19 Units' Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: DBSI Inc.
        1550 S. Tech Lane
        Meridian, ID 83642

Bankruptcy Case No.: 08-12687

Debtor-affiliates filing separate Chapter 11 petitions on Jan. 7,
2009:

        Entity                                     Case No.
        ------                                     --------
Belton Town Center Acquisition LLC                 09-10034
DBSI Broadway Plaza LeaseCo LLC                    09-10035
DBSI Collins Offices LLC                           09-10036
DBSI Development Services LLC                      09-10037
DBSI-Renaissance Flowood LLC                       09-10038
DBSI Land Development LLC                          09-10039
DBSI Lexington LLC                                 09-10040
DBSI Meridian 184 LLC                              09-10041
DBSI One Hernando Center North LLC                 09-10042
DBSI Republic LeaseCo LLC                          09-10043
South Cavanaugh LLC                                09-10044
DBSI 121/Alma Land L.P.                            09-10045
DBSI 121/Alma LLC                                  09-10046

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 10, 2008:

        Entity                                     Case No.
        ------                                     --------
DBSI South 75 Center LeaseCo LLC                   08-12688
DBSI 14001 Weston Parkway LeaseCo LLC              08-12689
DBSI CP Ironwood LeaseCo LLC                       08-12690
DBSI Lake Ellenor LeaseCo LLC                      08-12691
DBSI 12 South Place LeaseCo LLC                    08-12692
DBSI 13000 Weston Parkway LeaseCo LLC              08-12693
DBSI 2001A Funding Corporation                     08-12694
DBSI 2001B Funding Corporation                     08-12695
DBSI 2001C Funding Corporation                     08-12696
DBSI 2005 Secured Notes Corporation                08-12697
DBSI 2006 Secured Notes Corporation                08-12698
DBSI 2008 Notes Corporation                        08-12699
DBSI 2nd Street Quad LeaseCo LLC                   08-12700
DBSI 700 Locust LeaseCo LLC                        08-12701
DBSI Abbotts Bridge LeaseCo LLC                    08-12702
DBSI Allison Pointe LeaseCo LLC                    08-12703
DBSI Amarillo Apartments LeaseCo LLC               08-12704
DBSI Anna Plaza LeaseCo LLC                        08-12705
DBSI Arlington Town Square LeaseCo LLC             08-12706
DBSI Arrowhead LeaseCo LLC                         08-12707
DBSI Avenues North Center LeaseCo LLC              08-12708
DBSI Bandera Trails LeaseCo LLC                    08-12709
DBSI Battlefield Station LeaseCo LLC               08-12710
DBSI Belton Town Center LeaseCo LLC                08-12711
DBSI Breckinridge LeaseCo LLC                      08-12712
DBSI Brendan Way LeaseCo LLC                       08-12713
DBSI Brookfield Pelham LeaseCo LLC                 08-12714
DBSI Cambridge Place LeaseCo LLC                   08-12715
DBSI Carolina Commons LeaseCo LLC                  08-12716
DBSI Cedar East and Cypress LeaseCo LLC            08-12717
DBSI Clear Creek Square LeaseCo LLC                08-12718
DBSI Corporate Woods LeaseCo LLC                   08-12719
DBSI CP Clearwater LeaseCo LLC                     08-12720
DBSI Cranberry LeaseCo LLC                         08-12721
DBSI Cross Pointe LeaseCo LLC                      08-12722
DBSI Crosstown Woods LeaseCo LLC                   08-12723
DBSI Daniel Burnham LeaseCo LLC                    08-12724
DBSI Decatur LeaseCo LLC                           08-12725
DBSI Eagle Landing LeaseCo LLC                     08-12726
DBSI Embassy Tower LeaseCo LLC                     08-12727
DBSI Executive Dr LeaseCo LLC                      08-12728
DBSI Executive Park LeaseCo LLC                    08-12729
DBSI Fairlane Green LeaseCo LLC                    08-12730
DBSI Fairway LeaseCo LLC                           08-12731
DBSI Florissant Market Place LeaseCo LLC           08-12732
DBSI Gadd Crossing LeaseCo LLC                     08-12733
DBSI Ghent Road LeaseCo LLC                        08-12734
DBSI Grant Street Portfolio LeaseCo LLC            08-12735
DBSI Green Street Commons Leaseco LLC              08-12736
DBSI Guaranteed Capital Corporation                08-12737
DBSI Hampton LeaseCo LLC                           08-12738
DBSI Hickory Plaza LeaseCo LLC                     08-12739
DBSI Highlands & Southcreek LeaseCo LLC            08-12740
DBSI Houston Levee Galleria Leaseco LLC            08-12741
DBSI Kemper Pointe LeaseCo LLC                     08-12742
DBSI Kenwood Center LeaseCo LLC                    08-12743
DBSI Keystone Commerce LeaseCo LLC                 08-12744
DBSI Lake Natoma LeaseCo LLC                       08-12745
DBSI Lamar LeaseCo LLC                             08-12746
DBSI Landmark Towers Leaseco LLC                   08-12747
DBSI Lifestyle Center LeaseCo LLC                  08-12748
DBSI Lincoln Park 10 LeaseCo LLC                   08-12749
DBSI Mansell Forest LeaseCo LLC                    08-12750
DBSI Mansell Place LeaseCo LLC                     08-12751
DBSI Master Leaseco, Inc.                          08-12752
DBSI Meadow Chase Apartments LeaseCo LLC           08-12753
DBSI Megan Crossing LeaseCo LLC                    08-12754
DBSI Metropolitan Square LeaseCo LLC               08-12755
DBSI Missouri LeaseCo LLC                          08-12756
DBSI Network LeaseCo LLC                           08-12757
DBSI North Logan Retail Center LeaeCo LLC          08-12758
DBSI North Park LeaseCo LLC                        08-12759
DBSI North Stafford LeaseCo LLC                    08-12760
DBSI Northlite Commons II LeaseCo LLC              08-12761
DBSI Northpark Ridgeland LeaseCo LLC               08-12762
DBSI Northridge LeaseCo LLC                        08-12763
DBSI Oakwood Plaza LeaseCo LLC                     08-12764
DBSI Old National Town Center LeaseCo LLC          08-12765
DBSI One Executive Center LeaseCo LLC              08-12766
DBSI One Hanover LeaseCo LLC                       08-12767
DBSI Park Creek-Gainesville LeaseCo LLC            08-12768
DBSI Parkway III LeaseCo LLC                       08-12769
DBSI Peachtree Corners Pavilion LeaseCo LLC        08-12770
DBSI Phoenix Peak LeaseCo LLC                      08-12771
DBSI Pinehurst Square East LeaseCo LLC             08-12772
DBSI Pinehurst Square West LeaseCo LLC             08-12773
DBSI Plano Tech Center LeaseCo LLC                 08-12774
DBSI Portofino Tech Center LeaseCo LLC             08-12775
DBSI Properties Inc.                               08-12776
DBSI Real Estate Funding Corporation               08-12777
DBSI Realty Inc.                                   08-12778
DBSI Road 68 Retail Center LeaseCo LLC             08-12779
DBSI Sam Houston Tech Center LeaseCo LLC           08-12780
DBSI Sapphire Pointe LeaseCo LLC                   08-12781
DBSI Securities Corporation                        08-12782
DBSI Sherwood Plaza LeaseCo LLC                    08-12783
DBSI Shoppes at Misty Meadows LeaseCo LLC          08-12784
DBSI Shoppes at Trammel LeaseCo LLC                08-12785
DBSI Signature Place LeaseCo LLC                   08-12786
DBSI Silver Lakes Leaseco LLC                      08-12787
DBSI Southport Pavilion LeaseCo LLC                08-12788
DBSI Spalding Triangle LeaseCo LLC                 08-12789
DBSI Spring Valley Road LeaseCo LLC                08-12790
DBSI Springville Corner Leasco LLC                 08-12791
DBSI ST Tower LeaseCo LLC                          08-12792
DBSI St. Andrews Place LeaseCo LLC                 08-12793
DBSI Stone Glen Village LeaseCo LLC                08-12794
DBSI Stony Brook South LeaseCo LLC                 08-12795
DBSI Streetside at Towne Lake LeaseCo LLC          08-12796
DBSI Topsham Fair Mall LeaseCo LLC                 08-12797
DBSI Torrey Chase LeaseCo LLC                      08-12798
DBSI Treasure Valley Business Center LeaseCo LLC   08-12799
DBSI Trinity Ridge Business Center LeaseCo LLC     08-12800
DBSI University Park LeaseCo LLC                   08-12801
DBSI Vantage Drive LeaseCo LLC                     08-12802
DBSI Watkins LeaseCo LLC                           08-12803
DBSI West Oaks Square LeaseCo LLC                  08-12804
DBSI Wilson Estates LeaseCo LLC                    08-12805
DBSI Winchester Office LeaseCo LLC                 08-12806
DBSI Windcom Court LeaseCo LLC                     08-12807
DBSI Wisdom Pointe LeaseCo LLC                     08-12808
DBSI Woodlands Medical Office LeaseCo LLC          08-12809
DBSI Woodside Center LeaseCo LLC                   08-12810
DCJ Inc.                                           08-12811
DBSI Draper LeaseCo LLC                            08-12812
FOR 1031 LLC                                       08-12813
Spectrus Real Estate Inc.                          08-12814
DBSI Academy Park Loop LeaseCo LLC                 08-12815
DBSI Copperfield Timbercreek LeaseCo LLC           08-12816
DBSI Corporate Center II LeaseCo LLC               08-12817
DBSI Executive Plaza LeaseCo LLC                   08-12818
DBSI Northgate LeaseCo LLC                         08-12819
DBSI Two Notch Rd. LeaseCo LLC                     08-12820
DBSI Asset Management LLC                          08-12821
DBSI 2006 Land Opportunity Fund LLC                08-12822
DBSI Shoppes at Trammel LLC                        08-12823
DBSI 2007 Land Improvement & Development Fund LLC  08-12824
DBSI 2008 Land Option Fund LLC                     08-12825
DBSI Alma/121 Office Commons LLC                   08-12826
DBSI Cottonwood Plaza Development LLC              08-12827
DBSI Draper Technology 21 LLC                      08-12828
DBSI Escala LLC                                    08-12829
DBSI Short-Term Development Fund LLC               08-12830
DBSI Telecom Office LLC                            08-12831
DBSI Discovery Real Estate Services LLC            08-12834

Chapter 11 Petition Date: November 10, 2008

Related Information: The Debtors operate a real estate company.

                     See: http://www.dbsi.com

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: James L. Patton, Esq.
                  bankfilings@ycst.com
                  Joseph M. Barry, Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6684
                       (302) 571-6600
                       (302) 571-1253
                  http://www.ycst.com

Notice Claims and Balloting Agent Claims: Kurztman Carson
                                          Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Ellen Kwiatkowski-             investment        $26,743,328
Schwinge
402 Kilarney Pass
Mundeleim, IL 60060

Michael Kanoff                 investment        $18,696,689
3500 Flamingo Drive
Miami Beach, Fl 33140

Harold Rubin                   investment        $17,854,893
100 North Street
Teterboro, NJ 07608

Bill Ramsey                    investment        $15,500,000
PO Box 690
Salinas, CA 93902

Frederick Nicholas             investment        $14,250,863
3844 Culver Center Street
Suite B
Culver City, CA 90232

Peter Evans                    investment        $7,317,633
17046 Marina Bay Drive
Huntington Beach, CA 92649

Jeffrey Johnston               investment        $7,200,000
1751 Wst. Citracado Pkwy.
Clubhouse
Escondido, CA 92029

Yim Chow                       investment        $7,200,000
702 Los Pinos Avenue
Milpitas, CA 95035

Phyllis Chu                    investment        $6,191,068
3020 Gough Street
San Francisco, CA 94123

Elizabeth Noonan               investment        $5,395,000
316 Chapin Lane
Burlingame, CA 94010

John Roeder                    investment        $5,375,848
PO Box 23490
San Jose, CA 95153

Jim Nicholas                   investment        $5,325,000
385 Hilcrest Road
Englewood, NJ 07632

Robert Markstein               investment        $5,220,000
696 San Ramon Valley
Boulevard, #347
Danville, CA 94526

Robert Angelo                  investment        $4,542,500
33316 S.E. 34th Street
Washougal, WA 98671

Henry Vara                     investment        $4,509,982
16960 Bohlman Road
Saratoga, CA 95070

Alan Destefani                 investment        $4,500,000
PO Box 20968
Bakersfield, CA 93390

Kevin Pascoe                   investment        $4,476,000
9400 Etchart Road
Bakersfield, CA 93314

Martha Walker                  investment        $4,324,349
863 S. Bates Street
Birmingham, AL 48009

Tina Bernard                   investment        $4,277,596
19336 Collier Street
Tarzana, CA 91356

Paul Wendland                  investment        $4,208,999
1034 N. Datepalm Drive
Gilbert, AZ 85234

William Marvel                 investment        $3,579,289
492 Escondido Circle
Grand Junction, CO 81503

James Fritts                   investment        $3,424,900
309 W. Washington Street
Charlestown, WV 25414

Joan Kresse                    investment        $3,410,909
5100 Figueroa Mountain Road
Los Olivios, CA 93441

John Baklayan                  investment        $3,400,000
16105 Whitecap Land
Huntington Beach, CA 92649

Robert Rifkin                  investment        $3,360,000
697 Red Arrow Trail
Palm Desert, CA 92211

Gerard Keller                  investment        $3,200,783
12-161 Saint Andrews Drive
Ranco Mirage, CA 92270

Kristi Wells                   investment        $3,120,000
2860 Old Quarry Road
West Point, IA 92656

Michael Cooper                 investment        $3,000,000
6465 S. 3000 E, Suite
Salt Lake City, UT 84121

Gladys Esponda                 investment        $3,000,000
PO Box 609
Buffalo, NY 82834

Arthur Hossenlopp              investment        $3,000,000
228 18th Street
Ft. Madison, IA 52627

Richard Newman                 investment        $3,000,000
13679 Orchard Gate Road
Poway, CA 92064

Bernard Posner                 investment        $3,000,000
6222 Primrose Avenue
Los Angeles, CA 90068

Kent Schroeder                 investment        $3,000,000
5697 McIntyre Street
Golden, CO 80403

Bernard Ineichen               investment        $2,900,000
650 South Avenue, B122
Yuma, Arizona 85346

Alan Sacks                     investment        $2,900,000
5 Horizon Road, #1407
Fort Lee, NJ 07024

Joseph Stokley                 investment        $2,843,461
PO Box 1231
Bethel Island, CA 94511

JoAnn Picket                   investment        $2,800,000
3769 E. 125th Drive
Thornton, CO 80241

Bill Hall                      investment       $2,740,593
PO Box 16172
Lubbock, TX 79490

Max Buchmann                   investment       $2,716,186
14464 Rand Rail Drive
El Cajon, CA 92021

Brian Schuck                   investment       $2,701,027
700 Maldonado
Pensacola Beach, Fl 32561

James Jensen                   investment       $2,616,648
2125 Cypress Point
Discovery Bay, CA 94505

Robert Etzel                   investment       $2,600,000
2623 Avenue H.
Ft. Madison, IA 52627

Theodore Mintz                 investment       $2,554,458
751 Georgia Trail
Lincolnton, NC 28092

Joyce Jongsma                  investment       $2,540,000
2012 E. Burrville
Crete, IL 60417

Kent Wright                    investment       $2,488,694
2115 Marwood Circle
Salt Lake City, UT 84124

James Veugler                  investment       $2,442,397
c/o Georgia Veugler
Material Recovery Corp.
820 E. Terra Cotta Ave.
Unit 116
Crystal Lake, IL 60014

Virgil Gentzler                investment       $2,427,301
2707 Bressi Ranch Way
Carlsbad, CA 92009

Karen Hughes                   investment       $2,417,886
1050 The Old Drive
Pebble Drive, CA 93953

Robert Goldberg                investment       $2,407,915
PO Box 8807
Boise, ID 83707


DELTA FINANCIAL: Second Amended Plan Declared Effective
-------------------------------------------------------
Bankruptcy Data reports that the Second Amended Joint Chapter 11
Plan of Liquidation proposed by Delta Financial Corp. and its
affiliates, and their official committee of unsecured creditors,
has been declared effective and the Debtors have emerged from
chapter 11 protection.

As reported by the Troubled Company Reporter on December 16, 2008,
the U.S. Bankruptcy Court for the District of Delaware confirmed
the Second Amended Plan.

The Plan transfers the Debtors' assets and liabilities to a
liquidating trust, which will be administered by a liquidating
trustee.  Bankruptcy Data says the liquidating trustee will
liquidate the Debtors' remaining assets; evaluate, pursue or
settle potential causes of action, as appropriate; review the
universe of claims in the Chapter 11 cases; fix the allowed amount
of those claims and then distribute the proceeds from the assets
to the creditors in a manner consistent with the priority scheme
in the Bankruptcy code.  Once the liquidating trustee liquidates
all assets, fixes all claims and conveys all distributions to
creditors, the liquidating trustee will dissolve the liquidating
trust pursuant to the terms of the Plan, Bankruptcy Data says.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.


DHP HOLDING: Wants to Access Lenders' Cash Collateral
-----------------------------------------------------
DHP Holdings II Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
access cash collateral securing repayment of secured loan to their
prepetition lenders.

Proceeds of the cash collateral will be used to maintain ongoing-
day-to-day operations and fund DHP's liquidation in accordance
with the proposed budget.  A full-text copy of the Debtors' Cash
Collateral Budget is available for free at

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

A hearing is set for Jan. 16, 2009, at 9:30 p.m., to consider the
Debtors' request.  Objections, if any, are due Jan. 9, 2009, at
4:00 p.m.

                   Prepetition Senior Indebtedness

Entities with interest in the cash collateral include:

   -- GE Business Financial Services fka Merrill Lynch Business
      Financial Services, as agent under a certain credit
      agreement dated Dec. 6, 2004, as amended; and

   -- HIG Capital Partners II LP, as agent under a certain credit
      agreement dated June 11, 2007, as amended.

The Debtors said that, prepetition, they partially funded their
operations through the credit facility under the senior credit
agreement composed of:

   a) $150 million term loan;

   b) $22.6 million revolving credit line; and

   c) $3.8 million issued letters of credit.

All of the debt obligations are secured by first priority liens on
substantially all of the Debtors' assets including 65% of the
equity interest held by DESA LLC in non-debtor subsidiary HIG-DHP
Barbados Ltd.

The Debtors have defaulted under the credit agreement several
times since February 2005.  The senior indebtedness became due and
payable in full in cash, and all commitments to lend under the
transaction terminated on Nov. 29, 2008.

As adequate protection of their interests in the cash collateral,
the lenders will be granted replacement security interest in and
lien upon all of the postpetition collateral excluding avoidance
actions proceeds, and a superpriority claim as provided in Section
507(b) of the Bankruptcy Code.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-
13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

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.


ENTERCONNECT INC: Sept. 30 Balance Sheet Upside Down by $829,756
----------------------------------------------------------------
EnterConnect Inc.'s September 30, 2008, balance sheet showed total
assets of $1,292,623 and total liabilities (all current) of
$2,122,379, resulting in total stockholders' deficit of $829,756.

For the three months ended September 30, 2008, the company posted
a net loss of $1,933,487, compared with a net loss of $762,227 for
the same period a year earlier.

At September 30, 2008, the company had an accumulated deficit of
$9.4 million and $0.4 million in non-restricted cash. Cash flows
used in operations was $1.9 million during the six-month period
ended September 30, 2008.  "We have incurred net losses since our
inception and we anticipate that we will continue to operate in a
deficit position for the foreseeable future.  We believe that our
existing funds will be sufficient to fund our current operations
through December 31, 2008, based upon our estimated future
operations.  Due to our inability to generate sufficient revenue
to cover operating expenses, we will require additional financing
in order to conduct our normal operating activities and cover our
monthly expenses.  There can be no assurance that we will be able
to obtain the additional financing we require, or be able to
obtain such additional financing on terms favorable to our
company.  These circumstances raise substantial doubt about our
ability to continue as a going concern," Sam Jankovich, chairman,
chief executive officer and principal financial officer, disclosed
in a regulatory filing dated November 14, 2008.

"We expect to increase our revenues during fiscal 2009. However,
we cannot be certain that the anticipated revenues and
corresponding cash flows will materialize.  If our revenues and
cash flows are not adequate to enable us to meet our obligations;
we will need to raise additional funds to cover the shortfall
through either commercial loans or additional public or private
offerings of our securities.  We are currently investigating
additional funding opportunities, talking to potential investors
who could provide financing."

"Based on our prior success in raising capital when required
through private placements and the issuance of convertible notes,
we are hopeful that we will be able to secure appropriate
financing in the future.  We have no current commitments for
additional financing, and there can be no assurance that any
private or public offering of debt or equity securities or other
funding arrangements could be effected on a timely basis or to an
extent sufficient to enable us to continue to satisfy our capital
requirements.  If we fail to demonstrate an ability to generate
sufficient revenue to meet our obligations and sustain our
operations, our ability to continue to raise capital may be
impaired and we may not be able 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?37a6

                   Waiver & Amendment Agreement

On December 17, 2008, EnterConnect entered into a Waiver and
Amendment Agreement, with respect to its December 20, 2007 Senior
Secured Convertible Notes and December 20, 2007 Warrants to
Purchase Common Stock with a majority of holders of the principal
amount of Notes outstanding and majority amount of Warrants
outstanding.

The December 17, 2008 Waiver and Amendment provides for:

   (i) extension of the Optional Redemption Date in the Notes
       from December 20, 2008 to June 20, 2009;

  (ii) amendment of the Conversion Price of the Notes from $0.60
       to $0.10 per share,

(iii) a new Optional Redemption by the company for a portion of
       the Notes prior to the Optional Redemption Date;

  (iv) waiver by the Note holders of any adjustment to the number
       of Warrant Shares issuable upon exercise of the SPA
       Warrants that would occur as a result of adjustment to the
       Exercise Price under the Warrants, and

   (v) waiver by the Note holders of the Event of Default
       associated with EnterConnect's failure to have the
       Registration Statement provided for under the December 20,
       2007 Registration Rights Agreement between the company and
       Buyers declared effective on or before the Additional
       Effectiveness Deadline.

Pursuant to the terms of the Notes and the Warrants, the
December 17, 2008 Waiver and Amendment became effective for all
Notes and Warrants upon its execution by a majority of holders of
the principal amount of Notes outstanding and majority amount of
Warrants outstanding.  A full-text copy of the Waiver & Amendment
is available for free at: http://researcharchives.com/t/s?37a5

                        About EnterConnect

EnterConnect Inc. is a provider of enterprise-proven on-demand
business portals that improve communication, collaboration and
business processes to help companies increase customer
satisfaction, growth and productivity.  The company's portals
enable customers, employees, partners, suppliers and other
stakeholders to securely consolidate, collaborate and connect
online -- at anytime, from anywhere -- to accelerate business
on-demand.  EnterConnect solutions are based on a rich technology
foundation in use at more than 50 Fortune 1000 companies.


EPICEPT CORP: TBG OKs EUR1.5MM Repayment Delay Until June 30
------------------------------------------------------------
EpiCept Corporation disclosed in a filing with the Securities and
Exchange Commission that its lender, Technologie-Beteiligungs GmbH
der Deutschen Ausgleichsbank agreed to delay repayment of its
EUR1.5 million loan until June 30, 2009.  The loan was due to be
repaid on Dec. 31, 2008.  Interest will continue to accrue at its
current rate of 7.38% and EpiCept will pay accrued interest on
Dec. 31, 2008 and June 30, 2009.

In August 1997, EpiCept GmbH, a subsidiary of the company, entered
into a 10-year non-amortizing loan in the amount of EUR1.5 million
with tbg.  The loan initially bore interest at a rate of 6% per
annum.

In December 2007, pursuant to the terms of a repayment agreement,
the company agreed to repay to tbg approximately EUR0.2 million on
Dec. 31, 2007, representing all interest payable to tbg as of that
date.  The remaining loan balance of EUR1.5 million, plus accrued
interest at a rate of 7.38% per annum beginning Jan. 1, 2008, was
to be due to tbg no later than June 30, 2008.  Tbg also waived
certain additional interest payments of approximately
EUR0.5 million provided for in the loan agreement.

The company, on Nov. 26, 2008, entered into an amendment to the
repayment agreement with tbg.  Pursuant to the amendment, tbg
agreed to allow the company to repay the remaining loan balance of
EUR1.5 million plus accrued interest to tbg no later than Dec. 31,
2008, so long as the company paid to tbg EUR56,000, the interest
accrued between Jan. 1, 2008 and June 30, 2008, no later than July
1, 2008.

Pursuant to a second amendment to the December 2007 repayment
agreement, tbg agreed to allow the company to repay the remaining
loan balance of EUR1.5 million plus accrued interest to tbg no
later than June 30, 2009, so long as the company pays to tbg
approximately EUR56,000, the interest accrued between July 1,
2008, and Dec. 31, 2008.

                   About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

EpiCept's net loss was $6.2 million compared to $7.7 million for
the third quarter of 2007.  For the nine months ended Sept. 30,
2008, EpiCept's net loss was $20.0 million compared to
$22.4 million for the nine months ended Sept. 30, 2007.  As of
Sept. 30, 2008, EpiCept had approximately 76.2 million shares
outstanding.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4.9 million and total liabilities of $20.8 million, resulting
in a stockholders' deficit of $15,908 million.

                      Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.


EPICEPT CORP: Board Okays 687,500 Options Grant to Executives
-------------------------------------------------------------
EpiCept Corporation disclosed in a regulatory filing that the
compensation committee of its board of directors approved the
grant of 687,500 options to purchase shares of the company's
common stock, par value $0.0001 per share, to certain of the
company's named executive officers pursuant to the company's 2005
Equity Incentive Plan.

The Options expire on Jan. 5, 2019, have an exercise price of
$0.63 per share, and vest ratably on a monthly basis over 48
months beginning in the month of the grant.

Recipients of the Option grants are:

   -- John V. Talley, president and chief executive officer --
      325,000 Options;

   -- Robert W. Cook, chief financial officer and senior vice
      president, finance and administration -- 87,500 Options;

   -- Stephane Allard, chief medical officer -- 100,000 Options;

   -- Ben Tseng, chief scientific officer -- 75,000 Options; and

   -- Dileep Bhagwat, senior vice president, pharmaceutical
      development -- 100,000 Options.

In a separate filing, EpiCept stated that it entered into an
amendment to the employment agreement of John V. Talley, the
company's chairman, president and chief executive officer.  The
amendment was intended to bring Mr. Talley's employment agreement
into compliance with Section 409A of the Internal Revenue Code of
1986, as amended, and final Department of Treasury regulations
issued thereunder.

A full-text copy of the Amended Employment Agreement - J.V. Talley
is available for free at:

                http://ResearchArchives.com/t/s?3795

The company and Robert W. Cook, the company's senior vice
president and chief financial officer, entered into an amendment
to Mr. Cook's employment agreement.  The amendment was intended to
bring Mr. Cook's employment agreement into compliance with Section
409A.

A full-text copy of the Amended Employment Agreement - R.W. COOK
is available for free at: http://ResearchArchives.com/t/s?3796

                   About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --
http://www.epicept.com/-- is a specialty pharmaceutical company
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.

EpiCept's net loss was $6.2 million compared to $7.7 million for
the third quarter of 2007.  For the nine months ended Sept. 30,
2008, EpiCept's net loss was $20.0 million compared to
$22.4 million for the nine months ended Sept. 30, 2007.  As of
Sept. 30, 2008, EpiCept had approximately 76.2 million shares
outstanding.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4.9 million and total liabilities of $20.8 million, resulting
in a stockholders' deficit of $15,908 million.

                      Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.


ERNIE HAIRE: Clients Can Continue Borrowing From Banks
------------------------------------------------------
Michael Sasso at Tampa Bay Online reports that the Hon. Michael
Williamson of the United States Bankruptcy Court for the Middle
District of Florida has ruled that Bank of America, Chase Auto
Finance, Huntington National Bank, and Harris Bank must continue
lending to Ernie Haire Ford Inc.'s clients.

According to Tampa Bay Online, the banks removed Ernie Haire from
their dealer network after the dealership filed for Chapter 11
protection, making it harder to find financing for prospective
customers.  Ernie Haire's lawyers then asked the Court to force
the banks to continue lending to its clients.

Tampa Bay Online relates that the banks' attorneys didn't explain
during a court hearing on Tuesday why their clients wanted to cut
off Ernie Haire.

                         About Ernie Haire

Headquartered in Tampa, Florida, Ernie Haire Ford, Inc. --
http://ernie-haireford.dealerconnection.com-- is a Ford dealer
for about 38 years.  The company also sells used and new
automobiles.  The company filed for Chapter 11 protection on
November 24, 2008 (Bankr. M.D. Fla. Case No. 08-18672).  Geoffrey
Todd Hodges, Esq., at G. T. Hodges, PA, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$10 million to $50 million each.


FANNIE MAE: Extends Foreclosure Sale and Eviction Suspension
------------------------------------------------------------
Fannie Mae (FNM) said it would extend the suspension of
foreclosure sales and evictions from single-family properties
through January 31, 2009.

This action will enable the company to work with mortgage
servicers to further implement the Streamlined Modification
Program (SMP) announced on November 11, 2008 and initiated on
December 15, 2008.  The extension will also provide additional
time for the company to operationalize its new National REO Rental
Policy, which will allow renters in company-owned foreclosed
properties to stay in their homes.  Details of the new policy are
expected to be announced shortly.

The temporary suspension of foreclosures will allow affected
borrowers facing foreclosure to retain their homes while Fannie
Mae works with mortgage servicers to implement the SMP.
Foreclosure attorneys and loan servicers have been instructed to
use the additional time to reach out to borrowers and continue to
pursue workout options.  The initiative applies to loans owned or
securitized by Fannie Mae.

The SMP is aimed at the borrower who has missed three payments or
more, owns and occupies the primary residence, and has not filed
for bankruptcy.  The program creates a fast-track method for
getting troubled borrowers into an affordable monthly payment
through a mix of reducing the mortgage interest rate, extending
the life of the loan or even deferring payments on part of the
principal.  Servicers have flexibility in the approach, but the
objective is to create a more affordable payment for borrowers at
risk of foreclosure.

Fannie Mae's loan servicers are prepared to work with borrowers
during this suspension period, even if previous workout efforts
have been unsuccessful.  As part of the company's "Second Look"
initiative, Fannie Mae personnel have been reviewing seriously
delinquent loans to determine if the borrower has been contacted
and all workout options have been exhausted.

The streamlined modification program and temporary suspension of
foreclosures are two of a series of steps Fannie Mae has taken to
expand its foreclosure prevention efforts, which are designed to
give loan servicers and foreclosure attorneys tools to find the
best solution for a borrower in financial trouble.  Fannie Mae and
its many partners in the housing industry urge borrowers in
financial difficulty to reach out to their loan servicers,
regardless of whether they are facing imminent foreclosure.
Solutions may be available that could make an existing mortgage
more affordable.

Fannie Mae exists to expand affordable housing and bring global
capital to local communities in order to serve the U.S. housing
market.  Fannie Mae has a federal charter and operates in
America's secondary mortgage market to enhance the liquidity of
the mortgage market by providing funds to mortgage bankers and
other lenders so that they may lend to home buyers. Our job is to
help those who house America.


FIRST METAL: Defaults on Bond Payments; Files for Bankruptcy
------------------------------------------------------------
First Metals Inc. (CA:FMA:) filed with the Official Receiver on
January 8, 2009, a Notice of Intention to Make a Proposal under
the Bankruptcy and Insolvency Act.  The filing was made in order
to facilitate First Metal's ability to implement a restructuring
plan.

First Metals Inc. has not made the interest payment due December
31, 2008 on its outstanding senior secured Notes.  Any actions
against First Metals are automatically stayed, pending the outcome
of the Proposal process, as a result of the filing.  First Metals
is required to file its Proposal within 30 days unless an
extension is granted by the court.

Based in Toronto, Ontario, First Metals produces Copper from its
Fabie Mine, near Rouyn-Noranda and has the advanced Magusi Copper,
Zinc, Gold and Silver deposit , located approximately 1.2 km from
the Fabie Mine The Company has approximately 42.8 million shares
issued and outstanding.


FLYING J: Wants Court to Enforce Bankruptcy Stay on FERC Case
-------------------------------------------------------------
Bankruptcy Law360 reports that Flying J Inc. has commenced an
adversary proceedings asking the U.S. Bankruptcy Court for the
District of Delaware to enforce the automatic stay with regard to
a lawsuit pending before the Federal Energy Regulatory Commission.
Flying J, the report says, argues that the proceedings the Debtor
from its Chapter 11 reorganization efforts and will impair its
assets.

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.


FRANKLIN EQUIPMENT: Will File for Chapter 7 Liquidation
-------------------------------------------------------
Charlie Passut at Tidewater News reports that Franklin Equipment
Co. will file for Chapter 7 liquidation.

According to Tidewater News, Franklin Equipment said that it will
close permanently.  Franklin Equipment founder Roger W. Drake said
in a statement, "We believe this course offers the best
opportunity to have an orderly disposition of the company's assets
and provide fair treatment to our creditors.  This step [Chapter 7
filing] is painful for our dedicated employees, our loyal
customers and our vendors, but we simply had no alternative."

Tidewater News relates that Franklin Equipment blamed its collapse
on the economy and competition.  Franklin Equipment said in a
statement, "The logging equipment business is highly cyclical . .
. and purchasers of the large machines (produced by Franklin
Equipment) depend on access to credit, as well as on the financial
health of the lumber and pulp and paper industries.  Recent
downturns in those industries have combined with the unprecedented
nationwide credit crisis to bring sales of Franklin's products to
a standstill."

According to Franklin Equipment's statement, the company has faced
intense competition from giant multinational companies that
increasingly dominate the market for logging and agricultural
machinery.  "Competitors such as Caterpillar and Deere & Company
have access to financial resources, suppliers, and markets that a
small, family-owned company could not match," Tidewater News
quoted Franklin Equipment as saying.

Franklin Equipment, Tidewater News reports, also said, "The
ongoing expense of pending lawsuits also played a role in the
decision to close down.  Members of the (Drake) family have made
substantial personal and financial sacrifices in an effort to wait
out difficult conditions in the logging equipment industry.  With
the current economic outlook, the family simply cannot afford to
absorb more losses."

Headquartered in Franklin, Franklin Equipment Co. was founded in
Franklin in 1962 and made diesel logging tractors, primarily for
the timber harvesting industry.  The company owns a retail sales
and service outlet in Louisburg, North Carolina, and a foundry
that makes axle and transmission housings in Independence, Oregon.
The North Carolina outlet is the only company-owned dealership,
but other outlets operate in 25 states and eight foreign
countries.


FRONTIER AIRLINES: Pilots Union OKs Wage Concessions Until 2011
---------------------------------------------------------------
Members of the Frontier Airline Pilots Association on Monday
ratified a long-term labor agreement with the airline.  The
agreement will extend certain wage and benefit concessions through
December 2011.  Nearly 85% of votes cast were in favor of
ratification.  Of the 454 votes cast, 384 voted yes, only 70 voted
no.

"Our pilots once again have demonstrated their willingness to help
Frontier's leadership move our airline toward sustainability and
growth," said Frontier President and Chief Executive Officer Sean
Menke.  "This agreement is important because now 100% of our
workers have made wage and benefit concessions, a factor that will
prove critical in attracting exit financing for our emergence from
bankruptcy," Mr. Menke added.

"The leadership of the Frontier Airline Pilots Association and its
members understand the challenges Frontier is facing and
appreciate the joint effort made in reaching this agreement," said
FAPA President John Stemmler.  "This agreement is a clear
demonstration of our commitment to Frontier and our belief in its
long-term success."

The Frontier Airline Pilots Association represents more than 600
pilots at Frontier.

                   About Frontier Airlines Inc.

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

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

(Frontier Airlines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GEN-SEE CAPITAL: SEC Sues Ponzi Scheme; Seeks Asset Freeze
----------------------------------------------------------
The Securities and Exchange Commission, on Jan. 9, 2009, filed a
civil injunctive action in the United Stated District Court for
the Western District of New York and a motion for temporary
restraining order and asset freeze against defendants Gen-See
Capital Corporation a/k/a Gen Unlimited and its owner and
president, Richard S. Piccoli.  The SEC is also seeking an order
directing the defendants to provide verified accountings and
prohibiting the destruction, concealment or alteration of
documents.

The SEC's complaint alleges that Gen-See and Piccoli have
orchestrated a Ponzi scheme and affinity fraud targeting clergy,
Catholic parishioners, and senior citizens. The complaint further
alleges that the defendants have raised millions of dollars from
investors by promising steady, "guaranteed" returns, ranging from
7.1% to 8.3% per annum, and no fees or commissions. In November
2008 alone, the defendants raised over $500,000.  The complaint
further alleges that the defendants relied heavily on
advertisements in newsletters published by churches and dioceses,
and told investors that their money was invested in "high quality"
residential mortgages that the defendants were able to purchase at
a discount.  In addition, the complaint alleges that the
defendants did not invest the funds as promised, but instead used
new investor funds to make payments to earlier investors. In
addition, the complaint alleges that Gen-See's offering of
securities to the public was not registered with the Commission.

The SEC's complaint alleges that the defendants violated Sections
5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.

In addition to the emergency relief sought, the SEC also seeks
preliminary and permanent injunctive relief and civil money
penalties against the defendants, as well as disgorgement by the
defendants of their ill-gotten gains plus prejudgment interest.
[SEC v. Gen-See Capital Corp. and Richard S. Piccoli, Civil Action
No. 09 CV 0014 S (W.D. N.Y.)] (LR-20848)

                       About Gen-See Capital

Located in Buffalo, New York, Gen-See Capital Corp., Gensee
Capital's line of business, is a mortgage banker and
correspondent.  It is owned by Richard S. Piccoli.


GENERAL MOTORS: To Get $4B from TARP on Feb. 17; Needs Viable Plan
------------------------------------------------------------------
The U.S. Treasury, in its Jan. 7, 2009, report to Congress, said
it will provide an additional $4 billion on February 17, 2009,
subject to certain conditions.  The loan is provided pursuant to
the new Automotive Industry Financing Program, which was
implemented as part of the Emergency Economic Stabilization Act of
2008.

On Dec. 31, 2008, Treasury completed a transaction with GM, under
which the Treasury will provide GM with up to a total of
$13.4 billion in a three-year loan from the Troubled Assets Relief
Program, secured by various collateral.  Treasury funded
$4 billion of this loan immediately, and committed to fund an
additional $5.4 billion on January 16, 2009.  The Treasury will
provide the remaining $4 billion on February 17.

To protect taxpayers, the agreement requires GM to develop and
implement a restructuring plan to achieve long-term
financial viability.  The restructuring plan is to be reviewed by
a designee of the President, who will determine whether the goals
of the restructuring have been met.  If the President's Designee
does not find that the goals have been met, the loan will be
automatically accelerated and will come due 30 days thereafter.
This agreement also includes other binding terms and conditions
designed to protect taxpayer funds, including compliance with
certain enhanced executive compensation and expense control
requirements.  Furthermore, Treasury received a warrant for
shares of GM common stock and an additional senior unsecured note
in the principal amount of $748.6 million

                  $19.4 Bill for Auto Industry

To recall, the Treasury announced a new program in December, the
AIFP, to prevent a significant disruption of the American
automotive industry, which would pose a systemic risk to financial
market stability and have a negative effect on the economy of the
United States.  The program requires participating institutions to
implement plans that will achieve long-term viability.

Participating institutions must also adhere to rigorous executive
compensation standards and other measures to protect the
taxpayer's interests, including limits on the institution's
expenditures and other corporate governance requirements.

Between December 29 and January 2, the Treasury committed to
provide $19.4 billion in funds under the Troubled Assets Relief
Program (TARP), with an additional $4 billion subject to certain
conditions.

On Dec. 29, 2008, Treasury purchased $5 billion of senior
preferred equity with an 8% annual distribution right from GMAC
LLC through the AIFP.  Under the agreement, GMAC issued warrants
to Treasury to purchase, for a nominal price, additional preferred
equity in an amount equal to 5% of the preferred equity purchased.
These warrants were exercised at closing of the investment
transaction.  The additional preferred equity provides for a 9%
annual distribution right.

Additionally, the Treasury committed to lend up to $1 billion of
TARP funds to GM so that GM can participate in a rights offering
by GMAC in support of GMAC's reorganization as a bank holding
company.  The rights offering is expected to close, and the loan
to GM is expected to be funded, on January 16, 2009.  The loan
will be secured by GMAC equity interests owned by GM and those
being acquired by GM in the rights offering, and it will
be exchangeable at any time, at the Treasury's option, for the
GMAC equity interests being acquired by GM in the rights offering.
The ultimate level of funding under this facility will depend upon
the level of current investor participation in GMAC's rights
offering.

On January 2, 2009, the Treasury provided a three-year $4 billion
loan to Chrysler Holding LLC under the new AIFP.  The Treasury's
agreement with Chrysler Holding LLC, requires the automaker to
submit a restructuring plan to achieve long-term viability.  The
agreement provides for acceleration of the loan if those goals
under the plan, which are subject to review by a designee of the
U.S. President, are not met.

The Chrysler loan is secured by various collateral, including
parts inventory, real estate, and certain equity interests held by
Chrysler.  Like the GM agreement, this agreement requires Chrysler
to submit a restructuring plan to achieve long-term viability for
review by the President's designee and provides for acceleration
of the loan if those goals are not met.  The agreement includes
other binding terms and conditions designed to protect taxpayer
funds, including compliance with certain enhanced executive
compensation and expense-control requirements.  Furthermore,
Treasury received a senior unsecured note of Chrysler payable to
Treasury in the principal amount of $267 million.

          TARP Transactions Now Total $266.9 billion.

The recent transactions under the newly established Automotive
Industry Financing Program and Targeted Investment Program, when
combined with $187.5 billion of transactions under the Capital
Purchase Program and the $40 billion transaction under the program
for Systemically Significant Failing Institutions, bring the total
amount of transactions to $266.9 billion.  The Treasury will
submit the next report when transaction levels reach the
$300 billion level.

The Treasury said it is actively engaged in developing additional
programs to strengthen the financial system so that credit flows
to the communities.  "We have made significant progress, but
recognize there is no single action the federal government can
take to end the financial market turmoil and the economic
downturn."

As a result of Treasury's decision to support GM, GMAC, and
Chrysler, the Treasury has effectively allocated the first
$350 billion from the TARP.  The actual disbursement of allocated
but undisbursed funds is subject, in the case of the CPP, to
approval of bank capital applications, many of which remain with
the regulators and will not reach Treasury for review for some
weeks, and to closing of CPP transactions, which in turn remain
subject to documentation, shareholder approvals in certain cases,
and other closing procedures.

The Treasury says, "In the very short term, the allocated but not
yet disbursed TARP balances, in conjunction with the powers of the
Federal Reserve and the FDIC, are likely to provide the necessary
resources to address a significant financial market event."  It
believes, however, that the remainder of the TARP funds will be
needed to support financial market stability.

                      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 US$110.425 billion, total liabilities of
US$170.3 billion, resulting in a stockholders' deficit of
US$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 US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

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


GENERAL MOTORS: No Strike Until Feb. 17, Treasury Says
------------------------------------------------------
John D. Stoll and Sharon Terlep at The Wall Street Journal report
that the U.S. Department of Treasury said in its $13.4 billion
loan agreement with General Motors Corp. that there can be no
strikes pending or threatened against the loan party between
Dec. 31 and Feb.17.

WSJ relates that GM has to agree with the United Auto Workers
union on labor concessions by Feb. 17 to meet requirements set in
place by the federal government in relation to the loans granted
to GM.

WSJ states that by keeping UAW from holding demonstrations against
the automakers, the loan agreement removes one of the union's most
effective tools.  The UAW has often staged strikes that have led
to major costs and a lack of vehicle supply for the automakers,
WSJ reports.

     GM Offers Nationwide GMAC Rate Incentive Financing

GM Certified Used Vehicles disclosed a new nationwide GMAC rate
incentive program on select GM Certified Used Vehicles, including
Pontiac G6, Chevrolet Cobalt, and Impala models.

The new rate incentive offer, effective Jan. 6 through March 31,
2009, provides qualified GM Certified Used Vehicles buyers with
2.9% APR financing for terms up to 36 months from GMAC Financial
Services on 2004-2009 models of Pontiac G6, Chevrolet Impala, and
Cobalt vehicles purchased from participating GM Certified Used
Vehicles dealers.

Qualified customers also can receive GMAC 4.9% APR financing for
terms up to 60 months on 2004-2009 models of Chevrolet Cobalt,
Impala and Trailblazer; Buick Lacrosse, GMC Envoy and Pontiac G6
vehicles at participating GM Certified Used Vehicles dealers.

"Shoppers now can receive these attractive finance rates on
several of our most popular GM Certified models," said Paul Pejza,
manager, GM Certified Used Vehicles.  "They also receive the peace
of mind that comes with a bumper-to- bumper limited warranty for
12 months or 12,000 miles, whichever comes first, now standard on
every GM Certified Used Vehicle."

A monthly payment at 2.9% APR financing for 36 months is $29.04
for every $1,000 financed.  A monthly payment at 4.9% APR
financing for 60 months is $18.83 for every $1,000 financed.
Average example down payment is 10 percent. Some customers will
not qualify.  Not available with other offers.  Customers must
take delivery from a participating GM Certified Used Vehicles
dealer by March 31, 2009. See

Consumers can go to http://www.gmcertified.comto find out more about
GM Certified Used Vehicles, locate the closest GM Certified
dealer, or search the industry's largest available certified pre-
owned inventory, with 60,000-plus vehicles in inventory.

                      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 US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$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 US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

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

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


GMAC LLC: Nationwide Rate Incentive Financing Launched
------------------------------------------------------
GM Certified Used Vehicles disclosed a new nationwide GMAC rate
incentive program on select GM Certified Used Vehicles, including
Pontiac G6, Chevrolet Cobalt, and Impala models.

The new rate incentive offer, effective Jan. 6 through March 31,
2009, provides qualified GM Certified Used Vehicles buyers with
2.9% APR financing for terms up to 36 months from GMAC Financial
Services on 2004-2009 models of Pontiac G6, Chevrolet Impala, and
Cobalt vehicles purchased from participating GM Certified Used
Vehicles dealers.

Qualified customers also can receive GMAC 4.9% APR financing for
terms up to 60 months on 2004-2009 models of Chevrolet Cobalt,
Impala and Trailblazer; Buick Lacrosse, GMC Envoy and Pontiac G6
vehicles at participating GM Certified Used Vehicles dealers.

"Shoppers now can receive these attractive finance rates on
several of our most popular GM Certified models," said Paul Pejza,
manager, GM Certified Used Vehicles.  "They also receive the peace
of mind that comes with a bumper-to- bumper limited warranty for
12 months or 12,000 miles, whichever comes first, now standard on
every GM Certified Used Vehicle."

A monthly payment at 2.9% APR financing for 36 months is $29.04
for every $1,000 financed.  A monthly payment at 4.9% APR
financing for 60 months is $18.83 for every $1,000 financed.
Average example down payment is 10 percent.  Some customers will
not qualify.  Not available with other offers.  Customers must
take delivery from a participating GM Certified Used Vehicles
dealer by March 31, 2009. See

Consumers can go to http://www.gmcertified.comto find out more about
GM Certified Used Vehicles, locate the closest GM Certified
dealer, or search the industry's largest available certified pre-
owned inventory, with 60,000-plus vehicles in inventory.

                         About GMAC LLC

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

GMAC Financial Services is in turn wholly owned by GMAC LLC.

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

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

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

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

                          *     *     *

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


HALLMARK SYNERGY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Hallmark Synergy Group, LLC
                aka Hallmark Capital Group, LLC
                aka Hallmark Group
                6800 Sands Point Drive, Suite 111
                Houston, TX 77074

Case Number: 08-38060

Involuntary Petition Date: December 19, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Petitioner's Counsel: Robert Lynn Barrows, Esq.
                      rbarrows@wdblaw.com
                      Warren Drugan & Barrows PC
                      800 Broadway
                      San Antonio, TX 78215
                      Tel: (210) 226-4131
                      Fax: (210) 224-6488

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Bartlett Cocke LP              conversion of trust  $664,105
2028 E. Ben White #200         fund
Austin, TX 78741


HALO TECHNOLOGY: May Employ Navigant Capital as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Conecticut granted
Halo Technology Holdings, Inc., and its debtor affiliates,
permission to employ Navigant Capital Advisors as their financial
advisor, to provide certain financial review procedures in
connection with the anticipated negotiation of a comprehensive
restructuring of the Debtors' capital structure.

Jonathan W. Berger, a managing director at Navigant Capital,
assured the Court that the firm represents no interest adverse to
the Debtors, their creditors, or their estates, and that the firm
is a "disinterested person" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

As compensation for their services, Navigant Capital's
professionals bill:

     Senior Managing Directors        $545-$695/hour
     Managing Directors               $545-$695/hour
     Directors/Senior Advisors        $475-$525/hour
     Associate Directors              $445-$465/hour
     Managing Consultants             $345-$435/hour
     Consultants/Associates           $235-$345/hour

The total amount of compensation to be paid to Navigant Capital
will not exceed $40,000, plus actual and necessary disbursements.

Greenwich, Connecticut-based Halo Technology Holdings, Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  David Wallman, Esq., at
The Wallman Law Firm, LLC; lawyers at Zeisler & Zeisler P.C.; and
Jeffrey R. Gleit, Esq., at Kasowitz Benson Torres & Friedman, LLP,
serve as the Debtors' counsel.  James C. Graham, Esq., Kristin B.
Mayhew, Esq., at Pepe & Hazard, and Patrick M. Birney, Esq., at
Robinson & Cole LLP, represent the Official Committee of Unsecured
Creditors as counsel.  At March 31, 2007, the company reported
total assets of $47,344,373 and total liabilities of $45,494,297.


HAMPTONS LLC: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hamptons, LLC
        dba Hamptons LLC
        1355 Beverly Road, Suite 240
        McLean, VA 22101

Bankruptcy Case No.: 08-36417

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Land Stewards, L.C.                                08-35895

Chapter 11 Petition Date: December 15, 2008

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Paula S. Beran, Esq.
                  pberan@tb-lawfirm.com
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

Estimated Assets: $1,794,000

Estimated Debts: $21,653,161

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Home Corporation            -                 $2,000,000
10211 Wincopin Circle
Suite 180
Columbia, MD 21044

Calvert Development            borrowed funds    $479,432
SK Group LLC                   to pay operating
1335 Beverly Road, Suite 240   expenses
Mc Lean, VA 22101

Ellis LLC                      -                 $149,662
c/o Frank P. Ellis
9707 Woodlake Place
New Market, MD 21774

ESD Eaglehead L.C.             borrowed funds    $98,341
                               to pay operating
                               expenses

Frederick County               -                 $25,900

The petition was signed by John M. Clarke, manager of the member
of the company.


HARRY & DAVID: September 27 Balance Sheet Upside-Down by $11MM
--------------------------------------------------------------
Harry & David Holdings, Inc.'s balance sheet at Sept. 27, 2008,
showed total assets of $398.9 million and total liabilities of
$409.8 million, resulting in a stockholders' deficit of
$10.9 million.

For thirteen weeks ended Sept. 27, 2008, the company reported net
loss of $15.2 million compared with net loss of $16.1 million for
the same period in the previous year.

Inventory was $100.7 million at Sept. 27, 2008, versus
$106.1 million reported in the same period last year.  The 5.1%
year over year decrease in inventory, in finished goods, was due
to reduced production in September and offset by additional stores
and the acquisitions of Wolferman's and Cushman Fruit Company,
Inc.

Capital expenditures were $1.7 million for the quarter ended
Sept. 27, 2008, versus $6.2 million reported in the same period
last year.  In addition, the company has reduced or delayed
discretionary capital spending.

At Sept. 27, 2008, the company was in compliance with all of its
covenants under the Credit Agreement.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3789

                About Harry & David Holdings, Inc.

Headquartered in Medford, Oregon, Harry & David Holdings, Inc. --
http://www.hndcorp.com/-- is a multi-channel specialty retailer
and producer of branded premium gift-quality fruit, gourmet food
products and other gifts marketed under the Harry and David and
Wolferman's brands.  The company's marketing channels include
direct marketing, business-to-business, its Harry and David
stores, and wholesale distribution through select retailers. The
company grows, manufactures, designs or packages products that
account for the majority of its sales annually.  On Aug. 8, 2008,
it acquired Cushman Fruit Company, Inc.


HAWAIIAN TELCOM: Files List of Investors in Bankruptcy Court
------------------------------------------------------------
Randi Petrello and Nanea Kalani at Pacific Business News report
that Hawaiian Telcom has filed in the United States Bankruptcy
Court for the District of Hawaii a list of investors who
contributed to the buyout of the company in 2005.

According to Pacific Business, Hawaiian Telcom reported
$425 million in operating losses over three years, wiping out the
cash injected by the Hawaiian investors into the company.  The
report says that the investors collectively own a 7% stake in
Hawaiian Telcom, while The Carlyle Group owns the remaining 93%.
Hawaiian Telcom has 103 investors in addition to four Carlyle
entities, the report states.

Pacific Business relates that Walter Dods, the chairperson of
Hawaiian Telcom's board of directors, said that the local
investors put up about $30 million, including $2 million from him
and his wife, Diane.  Mr. Dods, says the report, recruited the
investors who took a stake in Hawaiian Telcom, and each of them
contributed an average of $1 million, all of which has been lost.

Local investors, Pacific Business says, include:

     -- Mark Fukunaga, chairman and CEO of Servco Pacific, whose
        company is also listed as an investor;

     -- David Carey and Richard Kelley of Outrigger Enterprises;

     -- Bert Kobayashi, chairman and CEO of Kobayashi Development
        Group;

     -- Warren Luke, chairman, president and CEO of Hawaii
        National Bank;

     -- Warren Haruki, president and CEO of Grove Farm and a
        former president of Verizon Hawaii;

     -- Robert Wo, president of C.S. Wo & Sons;

     -- Alan Pfleuger, president of Pfleuger Automotive Group;
        and

     -- Meredith Jayne Ching, senior vice president at Alexander
        & Baldwin.

                     About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom 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 seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

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.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

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; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000 ).


HELLER EHRMAN: BofA and Citibank Could Lose $50MM in Dispute
------------------------------------------------------------
Bankruptcy Law360 reports that Heller Ehrman LLP is questioning
the legitimacy of Bank of America NA and Citibank NA's attempt to
go back on a 2007 order terminating their perfected security
interests in the firm that could cost the banks more than
$50 million.

Headquartered in San Francisco, California, Heller, Ehrman, White
& McAuliffe, LLP -- http://www.hewm.com/-- filed a voluntary
petition under Chapter 11 of the Bankruptcy Code on December 28,
2008 (Bankr. N.D. Calif., Case No. 08-32514).  Members of the
firm's dissolution committee led by Peter J. Benvenutte approved a
plan dated Sept. 26, 2008, to dissolve the firm.

The Hon. Dennis Montali presides over the case.  Greenberg Traurig
LLP serves as the Debtor's main counsel.  John D. Fiero, Esq., at
Pachulski, Stang, Ziehl, Young and Jones, is the Debtor's co-
counsel.  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 at the time of
its filing.


HERTZ CORP: Bank Loan Sells at 40% Discount in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Hertz is a
borrower traded in the secondary market at 58.67 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.60 percentage points
from the previous week, the Journal relates.  Hertz pays interest
at 150 points above LIBOR. The bank loan matures on December 21,
2012. The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

The Hertz Corporation, together with its subsidiaries engage in
the car and truck rental and leasing business since 1918 and the
equipment rental business since 1965.  Hertz Global Holdings,
Inc., is the companies' ultimate parent company.

Ford Motor Company acquired an ownership interest in Hertz in
1987.  Prior to this, Hertz was a subsidiary of UAL Corporation
(formerly Allegis Corporation), which acquired Hertz's outstanding
capital stock from RCA Corporation in 1985.  On December 21, 2005,
investment funds associated with or designated by Clayton,
Dubilier & Rice, Inc., The Carlyle Group, and Merrill Lynch Global
Private Equity -- through CCMG Acquisition Corporation, a wholly
owned subsidiary of Hertz Holdings -- acquired all of Hertz's
common stock from Ford Holdings LLC for aggregate consideration of
$4.3 billion in cash, debt refinanced or assumed of $10.1 million
and transaction fees and expenses of $447 million.  In November
2006, Hertz Holdings completed its initial public offering.


HINSDALE GREYHOUND: Agency Asks for Probe on Co. on Law Violation
-----------------------------------------------------------------
The Associated Press reports that Timothy Connors -- the chief of
the New Hampshire's Racing and Charitable Gaming Commission, which
supervises race tracks -- has asked the attorney general to look
into whether the Hinsdale Greyhound Park broke any laws when it
declared bankruptcy in December 2008.

Boston.com relates that Hinsdale Greyhound filed for Chapter 7
liquidation in December 2008.  It owes money to 200 to 1,000
people or organizations, and it owes the state of Massachusetts
about $4,500, Boston.com says.  It is behind on its taxes to the
tune of $327,000, according to the report.

According to The AP, Mr. Connors wants to know whether Hinsdale
Greyhound violated any law by declaring bankruptcy without
informing bettors who had accounts at the track.  Hinsdale
Greyhound failed to fulfill its promise to cover the money in
wagering accounts, the report says, citing Mr. Connors.

John Sullivan, the attorney for Hinsdale Greyhound, said that some
of the $400,000 to $500,000 in the accounts was used to pay off
workers, and denied any law breach, The AP states.

Hinsdale Greyhound Park is a racetrack that opened in 1958 as a
seasonal harness track.  It has featured only greyhound races
since 1985.


IDEARC INC: Bank Loan Sells at 70% Discount in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Idearc is a
borrower traded in the secondary market at 29.67 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.20 percentage points
from the previous week, the Journal relates.  Idearc pays interest
at 200 points above LIBOR. The bank loan matures on November 17,
2014.  The bank loan carries Moody's B2 rating and Standard &
Poor's B- rating.

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%.


INDEPENDENCE TAX: September 30 Balance Sheet Upside-Down by $18MM
-----------------------------------------------------------------
Independence Tax Credit Plus L.P.'s balance sheet at Sept. 30,
2008, showed total assets of $89,651,090 and total liabilities of
$108,572,696, resulting in a partners' deficit of $18,921,606.

For three months ended Sept. 30, 2008, the firm reported a net
loss of $512,160 compared with a net loss of $946,810 for the same
period in the previous year.

For six months ended Sept. 30, 2008, the firm posted a net loss of
$2,700,026 compared with a net loss of $881,844 for the same
period in the previous year.

                  Liquidity and Capital Resources

Total expenses from operations for the three and six months ended
Sept. 30, 2008, and 2007, excluding depreciation and amortization,
interest and general and administrative-related parties, totaled
$1,735,978 and $1,680,272 and $3,608,735 and $3,664,052.

Accounts payable as of Sept. 30, 2008 and March 31, 2008 totaled
$1,273,679 and $3,914,793.  Accounts payable are short term
liabilities which are expected to be paid from operating cash
flows, working capital balances at the Local Partnership level,
Local General Partner advances and in certain circumstances
advances from the Partnership.  The Partnership believes it has
sufficient liquidity and ability to generate cash and to meet
existing and known or reasonably likely future cash requirements
over both the short and long term.  In addition, accounts payable
from discontinued operations, as of Sept. 30, 2008 and March 31,
2008, totaled $3,294,310 and $291,398.

Accrued interest payable as of Sept. 30, 2008, and March 31, 2008,
totaled $11,060,461 and $11,332,434.  Accrued interest payable
represents the accrued interest on all mortgage loans, which
include primary and secondary loans.  In addition, accrued
interest payable from discontinued operations, as of Sept. 30,
2008, and March 31, 2008, totaled $878,839 and $516,823.

The working capital reserve at Sept. 30, 2008, was approximately
$1,782,000 at the Partnership level.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?378d

              About Independence Tax Credit Plus L.P.

Based in New York, Independence Tax Credit Plus L.P., a Delaware
limited partnership, was organized on Nov. 7, 1990, but had no
activity until May 31, 1991, and commenced its public offering on
July 1, 1991.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.
The general partner of Related Independence Associates L.P. is
Related Independence Associates Inc., a Delaware corporation.  The
ultimate parent of Related Independence Associates Inc. is
Centerline Holding Company.

The Partnership's business is to invest as a limited partner in
other partnerships (Local Partnerships) that own leveraged
apartment complexes that are eligible for the low-income housing
tax credit enacted in the Tax Reform Act of 1986, some of which
may also be eligible for the historic rehabilitation tax credit.

Qualified Beneficial Assignment Certificates holders are entitled
to tax credits over the period of the Partnership's entitlement to
claim tax credits with respect to each Apartment Complex.

The Partnership is currently in the process of disposing of its
investments.


ISLE OF CAPRI: Bank Loan Sells at 47% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos is a borrower traded in the secondary market at 58.80
cents-on-the-dollar during the week ended January 2, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.95
percentage points from the previous week, the Journal relates.
Isle of Capri Casinos pays interest at 175 points above LIBOR. The
bank loan matures on December 19, 2013.  The bank loan carries
Moody's B1 rating and Standard & Poor's B+ rating.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S. The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
October 26, 2008 was about $1.1 billion.


JOHN VRATSINAS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John Vratsinas Commercial Builders, Inc.
        aka JVC Builders
        P.O. Box 7110
        Des Moines, IA 50309

Bankruptcy Case No.: 09-00031

Chapter 11 Petition Date: January 7, 2009

Court: Southern District of Iowa - Database (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jerrold Wanek, Esq.
                  wanek@dwx.com
                  Garten & Wanek
                  835 Insurance Exchange Bldg.
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471

Total Assets: $13,156,069

Total Debts: $9,900,790

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Advanced Fixtures, Inc.        -                 $428,041
2655 E. Audi Murphy Parkway
Farmersville, TX 75442

Carlo Steel Corp.              -                 $422,880
3100 E. 87th Street
Chicago, IL 60617

Leiden Cabinet Company         -                 $402,133
2385 Edison Blvd.
Twinsburg, OH 44087

Inside Edge Commercial I       -                 $335,462

Lakewood Carpentry             -                 $254,251

California Commercial          -                 $242,948

Hy-Tek Material Handling       -                 $241,315

Schindler Elevator Corp.       -                 $238,125

Artisan Masonry                -                 $218,798

Image One                      -                 $209,864

Sensormatic Electronics        -                 $203,199

Ovation In-Store               -                 $177,717

Aluglas                        -                 $177,287

Kole Construction              -                 $166,057

Branch Ironworks LLC           -                 $162,065

Chris L. Van Dyke Construction -                 $151,206

Apodaca Wall Systems, Inc.     -                 $149,985

Authentic Flooring Inc.        -                 $138,762

G. Porter and Company          -                 $138,601

Kelso-Burnett Co.              -                 $136,848

The petition was signed by John Vratsinas, president of the
company.


JOHNSON DAIRY: Files for Chapter 11 Bankruptcy in Colorado
----------------------------------------------------------
Johnson Dairy LLC and owner John D. Johnson made a voluntary
filing under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Colorado,
Bloomberg News reports.

The company listed assets less than $50 million and debts between
$50 million to $100 million, while Mr. Johnson posted assets and
debts of more than $100 million, Bloomberg says.  Mr. Johnson owes
$1.48 million to Caterpillar Inc. and $1.26 million to Agco Corp.,
source notes.

Bloomberg, citing papers filed with the Court, said the company
will be involved in substantial litigation during the bankruptcy
proceedings.  According to Bloomberg, the company experienced
setbacks in 2008 including a suspected arson fire, and a Food and
Drug Administration fine over high levels of drugs and antibiotics
in four cattle samples. H. Thomas Warwick, at the U.S. Food and
Drug Administration, said in a letter dated Feb. 29, 2008, that
analysis of cattle tissue samples collected from the company's
cows identified the presence of Flunixin, a non-steroidal anti-
inflammatory drug, in the muscle and liver tissue.

Headquartered in Eaton, Colorado, Johnson Dairy LLC --
http://www.johnstondairyfarm.com-- is a family-owned dairy
company.


JOHNSON DAIRY: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Johnson Dairy, LLC
        aka JF Cattle Co., LLC
        23016 WCR 74
        Eaton, CO 80615

Bankruptcy Case No.: 09-10201

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
John D. Johnson                                    09-10203

Type of Business: The Debtor is a family-owned dairy company.
                  See: http://www.johnsondairyfarm.com

Chapter 11 Petition Date: January 8, 2009

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Johnson Dairy's Counsel: Darrell G. Waas, Esq.
                         waas@ottenjohnson.com
                         Jeffrey Weinman, Esq.
                         jweinman@epitrustee.com
                         William A. Richey, Esq.
                         lkraai@weinmanpc.com
                         Weinman & Associates, P.C.
                         950 17th St., Ste. 1600
                         Denver, CO 80202
                         Tel: (303) 825-8400
                         Fax: (303) 825-6525

Johnson Dairy's Special Counsel: Otten Johnson Robinson Neff &
                                 Ragonetti

John Johson's Counsel: Lee M. Kutner, Esq.
                       lmk@kutnerlaw.com
                       Kutner Miller Brinen, P.C.
                       303 E. 17th Ave., Ste. 500
                       Denver, CO 80203
                       Tel: (303) 832-2400

                       Estimated Assets  Estimated Debts
                       ----------------  ---------------

Johnson Dairy          $10 million to    $50 million to
                       $50 million       $100 million

John D. Johnson        $50 million to    $50 million to
                       $100 million      $100 million

A. John D. Johnson's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
   Caterpillar Finance                           $1,476,709
   2120 West End Avenue
   PO Box 34001
   Nashville, TN 37203

   AGCO Finance                                  $1,264,337
   PO Box 9263
   Des Moines, IA 50306

B. Johnson Dairy's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
   Dave Dyer-TCL Farms         trade debt        $650,000
   28842 CR 74
   Eaton, CO 80615
   Tel: (970) 302-0925

   Western Sugar Cooperative   trade debt        $549,359
   3289 Solutions Center
   Chicago, IL 60677-0001
   Tel: (303) 813-3531

   Northern Feed & Bean        trade debt        $512,114
   PO Box 149
   Lucerne, CO 80646-0149

   Pacific Ag                  trade debt        $349,739

   Dairy Specialists           trade debt        $308,728

   Agland                      trade debt        $300,000

   North Weld Water            trade debt        $266,557

   Mountain Vet                trade debt        $221,645

   Teague Diversified          trade debt        $200,000

   Dairy Authority             trade debt        $153,163

   A-1 Organics Inc.           trade debt        $150,000

   Olander Farms               trade debt        $114,042

   Farm Plan                   trade debt        $90,000

   Bovine Reproductive         trade debt        $80,000

   McLavey, Greg               trade debt        $79,487

   Luther Equipment            trade debt        $79,049

   Bay, Marvin                 trade debt        $55,500

   Diamond Trucking            trade debt        $50,000

   Fabrizius, Louie            trade debt        $35,931

   High Country Enterprises    trade debt        $35,000


JOSEPH FORTE: Charged by SEC & CFTC for $50-Mil. Ponzi Scheme
-------------------------------------------------------------
The Securities and Exchange Commission said on Jan. 8 that it has
charged a Philadelphia-area investment fund manager and his firm
for conducting a multi-million dollar Ponzi scheme, and has
obtained an emergency court order freezing their assets.

According to the SEC's complaint, Joseph S. Forte of Broomall,
Pa., fraudulently obtained an estimated $50 million from as many
as 80 investors through the sale of securities in the form of
limited partnership interests in his firm, Joseph Forte, L.P.  The
SEC alleges that Forte told investors that he would invest the
funds in an account that would trade in securities futures
contracts, including S&P 500 stock index futures.  According to
the complaint, despite the impressive and consistent returns he
reported to investors, Forte consistently lost money in the
limited trading that he did, withdrew millions of dollars in so-
called fees for his personal use based on the falsely inflated
value of Forte LP, and used investor funds to repay other
investors.

"As alleged in our complaint, Forte engaged in lies, deception and
rapacious behavior at the expense of innocent investors, many of
whom considered themselves his friends and close acquaintances,"
said Daniel M. Hawke, Director of the SEC's Philadelphia Regional
Office. "Using other people's money, Forte promised and reported
outrageous returns over more than a 10-year period, and because of
his relationships with investors was able to lull them into
trusting him with their funds."

Judge Paul S. Diamond, U.S. District Judge for the Eastern
District of Pennsylvania, issued an order on January 7 granting a
preliminary injunction, freezing assets, compelling an accounting,
and imposing other emergency relief. Without admitting or denying
the allegations in the Commission's complaint, Forte and Forte LP
consented to the entry of the order.

The SEC's complaint alleges that Forte has been conducting a Ponzi
scheme since at least 1995.  Forte, who has never been registered
with the SEC in any capacity, has admitted that he misrepresented
and falsified Forte LP's trading performance from the very first
quarter. From 1995 through Sept. 30, 2008, Forte and Forte LP
reported to investors annual returns ranging from 18.52 percent to
as high as 37.96 percent.  However, from January 1998 through
October 2008, the Forte LP trading account had net trading losses
of approximately $3.3 million.

The SEC's complaint further alleges that in addition to
misrepresenting to investors that the trading was highly
successful and making huge profits, Forte and Forte LP
misrepresented the use of investor funds.  Although Forte claimed
that he raised approximately $50 million from investors for the
purpose of participating in the trading program, Forte deposited
only $25.8 million in the trading account between January 1998 and
October 2008, and during that same time period withdrew about
$23.1 million.  Forte claims that he took at least $10 to
$12 million in so-called fees for his personal use based on the
falsely inflated value of Forte LP.  But Forte LP statements
provided to investors reflect fees charged of $28.7 million
between March 1995 and September 2008.  He also claims he used
approximately $15 to $20 million of investor funds to repay other
investors -- the hallmark of a Ponzi scheme.  The SEC's complaint
alleges that Forte and Forte LP also lied to investors about the
value of the partnership portfolio.  For example, in September
2008, they reported to investors that the Forte LP portfolio had a
value of more than $150 million.  In fact, Forte LP's trading
account at that time had a balance of only $146,814.

The SEC's complaint alleges violations of Section 17(a) of the
Securities Act of 1933 and Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder.  In addition to
the emergency relief, the Commission's complaint seeks
disgorgement of the defendants' ill-gotten gains plus pre-judgment
interest, financial penalties, and permanent injunctions barring
future violations of the antifraud provisions of the federal
securities laws.

                            CFTC's Suit

The Commodity Futures Trading Commission has filed a related
action against Forte.

"Ponzi schemers succeed by creating an illusion of profitability
through lies and deceit to lure investors to part with their
money.  We are committed to rooting out miscreants who, like
Forte, destroy the lives of innocent victims and, ultimately,
undermine the confidence of investors everywhere," said Acting
Director of Enforcement Stephen J. Obie.

The CFTC complaint alleges that from at least February 1995
through present, Forte fraudulently solicited approximately
$50 million from dozens of individuals and entities to participate
in a commodity futures pool to trade, among other things, S&P 500
stock index futures, foreign currency futures, and metal futures.
In soliciting prospective and existing participants, Forte claimed
he was a successful commodity futures trader and that his pool had
a successful track record.  For example, in a solicitation
memorandum directed to a church, Forte represented that the eight-
year annual return on the fund ranged from 18.52% to 36.19%.  To
conceal his ongoing fraud, Forte failed to register with the CFTC
and provided quarterly account statements to pool participants
showing consistently profitable returns of the pool and eventually
reporting that as of late 2008, the pool had increased in value to
over $154 million.

In reality, however, Forte was neither successfully trading nor
making an effort to do so.  When trading, Forte purportedly
sustained net losses of at least $3 million trading almost
exclusively the S&P 500 futures contract on behalf of the pool.
However, during a 34-month period from 2004 into 2007, Forte
purportedly conducted little to no trading at all.


JOYSTAR/TRAVELSTAR: Drew Axelrod Files for Chapter 7 Against Co.
----------------------------------------------------------------
George Dooley at TravelAgentCentral reports that Drew Axelrod, a
veteran agent and successful meeting planner, has filed an
involuntary Chapter 7 petition against JoyStar/TravelStar in the
U.S. Bankruptcy Court for the Southern District of Florida.

According to TravelAgentCentral, Mr. Axelrod, owed $35,491, is
urging other JoyStar agents to join in the action.

Mr. Axelrod said in an interview with TravelAgentCentral that
JoyStar owes 15 agents an estimated $150,000 in unpaid commissions
from the company.  Citing Mr. Axelrod, TravelAgentCentral states
that up to 50 agents may be owned as much as $250,000 in unpaid
commissions.

TravelAgentCentral reports that Mr. Axelrod asked that JoyStar
member agents who are owed commissions to contact him by e-mail
(cruisegroups@hotmail.com), and to contribute to a fund to be used in
legal expenses.  TravelStar/JoyStar will have 20 days from the
Dec. 31, 2008, to respond to the complaint, the report states.

TravelAgentCentral quoted Mr. Axelrod as saying, "It's my belief
that TravelStar/JoyStar has assets and can pay these commissions
due.  The filing in the federal bankruptcy court will force
TravelStar/JoyStar to open their books and come clean about their
assets."

JoyStar/TravelStar is based in Aliso Viejo, California.


KASEY REALTORS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Mark Barrett at Citizen-Times.com reports that Kasey Realtors
filed for Chapter 11 bankruptcy protection on Jan. 2, 2009.

Citizen-Times.com states that Joseph Grier III, the attorney for
Kasey Realtors, said that the company was hurt by dropping local
home sales.

According to Citizen-Times.com, some homes sold through the
Multiple Listing Service in Buncombe County through November 2008
were about 27% lower compared to November 2007.  The report says
that the total dollar value of all home sales in the county
declined more than 30% to $632.8 million from $915.9 million.
Kasey Realtors faced difficulty in paying its rent, the report
states, citing Mr. Grier.

Kasey Realtors, dba Coldwell Banker Kasey & Associates, is a real
estate brokerage.


KING PHARMACEUTICALS: Moody's Affirms 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed King Pharmaceuticals' Ba3
Corporate Family Rating and stable outlook, and upgraded King's
amended and restated $475 million senior secured first lien
revolving credit facility to Ba2 from Ba3.  King's new
$200 million senior secured first lien term loan is currently not
rated.  Proceeds from the credit facilities along with existing
cash on hand were utilized to acquire Alpharma, Inc. for
approximately $1.6 billion on December 30, 2008.  Simultaneously,
Moody's lowered King's Speculative Grade Liquidity Rating to SGL-2
from SGL-1.

Following these rating actions, the rating outlook remains stable.
The affirmation of King's Ba3 Corporate Family rating reflects:
(1) the sound strategic rationale for the transaction, which
expands King's scale and diversity and its expertise in the pain
market; (2) Moody's assumption that King will comfortably maintain
key credit ratios at least within Moody's "Ba" ranges, including
adjusted CFO/Debt of 15% to 25% and FCF/Debt of 10% to 15%.

The SGL rating was lowered to SGL-2 from SGL-1.  King's liquidity
remains good following the transaction, but reduced from its prior
levels due to very slim revolver cushion and a significant
reduction in cash on hand.  Moody's understands that King has
drawn $425 million from the $475 million revolver, and also has
$12 million of letters of credit outstanding.  The size of the
revolver also steps down over time, eventually reaching
$150 million.  The rating outlook remains stable.  Although the
Alpharma acquisition makes strategic sense, King faces integration
risks and pipeline execution risks related to the late-stage
pipelines of both King and Alpharma.  Successful integration of
Alpharma and timely FDA approvals of Remoxy, Acurox and Embeda
could create positive rating pressure.  Conversely, weak pipeline
execution or additional debt-financed acquisitions could create
negative rating pressure.

The upgrade to Ba2 from Ba3 on King's $475 million revolving
credit facility reflects the amended collateral package, now
consisting of an all-asset pledge including hard assets and
intellectual property.  The Ba2 rating on the revolving credit
facility also reflects loss absorption provided by King's
$400 million senior unsecured convertible notes due 2026, which
Moody's does not rate.

This rating was upgraded:

  - $475 million senior secured revolving credit facility due
    2012, to Ba2 (LGD2, 28%) from Ba3 (LGD4, 52%)

These ratings were affirmed:

  - Ba3 Corporate Family Rating
  - Ba3 Probability of Default Rating

The $200 million senior secured first lien term loan due December
2012 is currently not rated by Moody's.

The Speculative-Grade Liquidity Rating has been lowered to SGL-2
from SGL-1

Moody's is withdrawing these ratings, which were assigned to
credit facilities originally proposed in September 2008:

  - $150 million senior secured first lien revolving credit
    facility, Ba2 (LGD3, 33%)

  - $350 million senior secured first lien term loan A due 2013,
    Ba2 (LGD3, 33%)

  - $500 million senior secured first lien term loan B due 2014,
    Ba2 (LGD3, 33%)

The last rating action on King took place on September 25, 2008,
when Moody's affirmed King's ratings in conjunction with new
credit facilities being proposed.

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
is a vertically integrated pharmaceutical company that develops,
manufactures, markets and sells branded pharmaceutical products.
The company targets specialty-driven pharmaceutical markets, with
a focus on neuroscience, hospital and acute care medicines.  King
reported total revenues of approximately $1.2 billion for the
first nine months of 2008.


LANDSBANKI ISLANDS: Icelandic Govt' Drops Suit Over Frozen Assets
-----------------------------------------------------------------
The Government of Iceland has decided to examine any and all
possibilities of Iceland seeking redress before the European Court
of Human Rights for the application by UK authorities of the Anti-
Terrorism, Crime and Security Act 2001 against Landsbanki Islands
hf. last year.

Furthermore, the Government repeats its previous declaration of
strong support for legal proceedings by Kaupthing Bank's
Resolution Committee against actions taken by the UK Financial
Services Authority (FSA) on October 8, 2008, on which date the FSA
took control of the operations of Singer & Friedlander, resulting
in the insolvency of the parent company.  The Resolution Committee
has decided to bring suit, on the Bank's behalf, against the UK
authorities and enjoys the full support of the Icelandic
government in its suit.  This support is provided in accordance
with an Act of the Icelandic parliament Althingi, adopted on
December 20, 2008, authorizing the Minister of Commerce to provide
financial support for such litigation.

The Government of Iceland will also support possible legal action
taken by the Resolution Committee of Landsbanki against UK
authorities; such action, however, is not entirely subject to the
same time constraints as is the suit to be brought by the
Resolution Committee of Kaupthing Bank.

It should be pointed out that the Government of Iceland has
obtained an opinion from the UK legal office of Lovells concerning
possible legal action by the Icelandic state against UK
authorities to test the legitimacy of the Landsbanki Freezing
Order issued by the authorities on October 8, 2008, on the basis
of this same Anti-Terrorism, Crime and Security Act.  The UK legal
counsel were requested to assess whether the Freezing Order could
be invalidated by a UK court on the grounds that it was illegal
and whether the Icelandic state could sue for damages resulting
from the Freezing Order in a UK court.  Legal counsel were of the
opinion that there was scant possibility that the Icelandic
government could have the Freezing Order invalidated by a UK
court.  They provided detailed grounds for this conclusion, based
on legal principles and precedent in the UK, and were of the
opinion that the legislation granted the UK authorities very broad
authorization to apply the provisions on freezing of assets.  They
were also of the opinion that there was no probability of the
Icelandic state being awarded compensation by a UK court as a
result of the Freezing Order.  The Icelandic Attorney General and
the Foreign Ministry's expert in international law agreed with
this opinion.

As a result, the Icelandic government has decided not to bring
suit against the UK authorities in a UK court at this stage.  As
previously mentioned, however, it intends to examine exhaustively
other options for international legal action, including in
particular the European Court of Human Rights.

In addition, the Government of Iceland reiterates its steadfast
conviction that the above-mentioned actions by the UK authorities
were wrongful and unjustified, and has made a formal request to
the UK authorities that the Freezing Order be canceled.

                         About Landsbanki

Headquartered in Reykjavik, Iceland, Landsbanki Islands hf. --
http://www.landsbanki.is/-- is a financial institution.  The Bank
filed for Chapter 15 protection on Dec. 9, 2008 (Bankr. S.D. N.Y.
Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison & Foerster
LLP, represents the Debtor.  When it filed for protection from its
creditors, it listed assets and debts of more than US$1 billion
each.


LAS VEGAS SANDS: Bank Loan Trades Slightly Up in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 43.89 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.06 percentage points
from the previous week, the Journal relates.  Las Vegas Sands pays
interest at 175 points above LIBOR.  The bank loan matures on May
1, 2014.  The bank loan carries Moody's B2 rating and Standard &
Poor's B+ rating.

As reported reported in the Troubled Company Reporter on January
2, 2009, participations in the bank loan traded in the secondary
market at 42.05 cents-on-the-dollar during the week ended
December 26, 2008.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As of Sept. 30, 2008, the company has $14.7 billion in total
assets, and $12.4 billion in total liabilities.  Unrestricted cash
balances as of September 30, stood at $1.28 billion while
restricted cash balances were $239.1 million.  Of the restricted
cash balances, $199.6 million is restricted for Macao-related
construction and $32.3 million is restricted for construction of
Marina Bay Sands in Singapore.  As of Sept. 30, total debt
outstanding, including the current portion, was $10.35 billion.

                         *     *     *

As reported by the Troubled company Reporter on November 14, 2008,
Moody's Investors Service lowered the ratings of Las Vegas Sands,
Corp. and its subsidiaries, including Venetian Casino Resort, LLC
and Venetian Macao Limited.  The ratings Moody's re also placed on
review for possible further downgrade.  The two-notch downgrade
reflects Las Vegas Sands' considerable leverage, the continuation
of significant negative trends in Las Vegas, and expectation that
these trends will continue in the foreseeable future.  The
downgrade also considers recent visitation restrictions in Macao,
China that will likely slow Las Vegas Sands' rate of growth in
that market, at least until the Chinese government decides to
relax these travel restrictions.

Las Vegas Sands, Corp. ratings lowered and placed on review for
possible downgrade:

-- Corporate family rating to B2 from Ba3
-- Probability of default rating to B2 from Ba3
-- $250 million 6.375% senior notes to B2 from Ba3

Venetian Casino Resort, LLC (and its co-issuer Las Vegas Sands,
LLC) ratings lowered and placed on review for possible downgrade:

-- $1 billion revolver expiring 2012 to B2 from Ba3
-- $3 billion term loan due 2014 to B2 from Ba3
-- $600 million delay draw term loan due 2014 to B2 from Ba3
-- $400 million delay draw term loan due 2013 to B2 from Ba3

Venetian Macao Limited ratings lowered and placed on review for
possible downgrade:

-- $700 million revolver expiring 2011 to B2 from B1
-- $1.8 billion term loan due 2013 to B2 from B1
-- $100 million term loan due 2011 to B2 from B1
-- $700 million delay draw term loan due 2012 to B2 from B1


LEAR CORPORATION: More Operating Risks Cue Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Lear Corporation, to Caa2 from
B3.  In a related action, the rating of the senior secured term
loan was lowered to Caa1 from B2, and the rating on the senior
unsecured notes was lowered to Caa2 from B3.  The ratings remain
on review for further possible downgrade.

The lowering of Lear's Corporate Family Rating to Caa2 reflects
the substantially riskier operating environment facing the company
as a result of rapidly deteriorating conditions in the North
American and European auto markets.  The weakening business
environment will cause further erosion of the company's operating
performance and Moody's anticipates that financial metrics will be
at levels best associated with the Caa rating category going into
2009.  Moreover, as a result of the continued deterioration, the
company recently announced that it will seek an amendment and
waiver for covenant compliance under its bank credit facilities.

In late October the company had indicated in its earnings
announcement that it did not anticipate any near term covenant
compliance problems, yet the rapid deterioration in the business
is now likely to cause covenant breeches, prompting the company's
decision to seek amendments and waivers from its bank group.  The
ratings also considers that Lear has borrowed the full amount
available under its revolving credit facility, bolstering its cash
balance which, according to the company, stood at about
$1.6 billion as of December 31, 2008.  Lear will seek to complete
the amendment and waiver prior to finalizing its 2008 financial
statements, but the terms and conditions under which banks might
be willing to provide the amendments and waivers are unclear at
this time.  Accordingly, the ratings remain under review for
possible downgrade, pending the company's ability to successfully
achieve the needed amendments while sustaining an adequate
liquidity profile.

Lear's Speculative Grade Liquidity rating of SGL-4 indicates weak
liquidity over the next twelve months.  Lear has stated that as of
December 31, 2008, it had approximately $1.6 billion of cash and
cash equivalents on hand.  However, Moody's believes that cash
balances could be meaningfully reduced by 2010 due to cash
requirements for the company's operations, the maturity of a
portion the revolving credit in March 2010, and any potential debt
repayment which might be required as part of negotiating a
successful amendment.  In addition, Lear has a EUR315 million
factoring facility which expires in April 2011 ($233 million was
outstanding at September 27, 2008), and the availability of that
facility could be adversely affected by certain rating downgrades.
Lear has $1.29 billion of revolving credit facilities, composed of
an $822 million facility maturing in January 2012 and a $468
million facility maturing in March 2010.  Lear has fully borrowed
available amounts under these facilities in order to bolster its
liquidity position.  The bank debt is secured by the capital stock
of all the company's domestic subsidiaries and a portion of the
first tier foreign subsidiaries, and certain domestic assets
subject to the 10% lien limitation within the company's bond
indentures.  Above these levels, collateral must be shared with
the bonds.

Moody's review will assess the company's ability to adapt its
operations to an environment of lower and more volatile automotive
demand and to achieve adequate earnings and cash flow to support
its existing debt obligations.  The review will also focus on
Lear's ability to successfully amend its bank credit facilities to
accommodate the weaker environment while maintaining an adequate
cash balance to support the business.  The review will consider
the potential implications of any concessions which might be
needed to achieve the bank amendments and the potential impact on
the company's other debt obligations.

Ratings Lowered:

  -- Corporate Family Rating, to Caa2 from B3

  -- Probability of Default, to Caa2 from B3

  -- Senior Secured Term Loan, to Caa1 (LGD3, 42%) from B2 (LGD3,
     42%)

  -- Senior Unsecured Notes, to Caa2 (LGD4 58%) from B3 (LGD4,
     58%)

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3

The last rating action was on December 12, 2008 when Lear's
Corporate Family Rating was lowered to B3 and the ratings put
under review for further downgrade.

Lear Corporation, headquartered in Southfield, Michigan, is
focused on providing complete seat systems, electrical
distribution systems and various electronic products to major
automotive manufacturers across the world.  The company had
revenue of $16.0 billion in 2007 and employed approximately 91,000
employees in 34 countries.  Following the disposition of its
interior business, Lear expects its ongoing revenues to
approximate $14.0 billion.


LINGO MEDIA: A+ Child Unit to Restructure Operations Under BIA
--------------------------------------------------------------
A+ Child Development (Canada) Ltd., a 70.33% subsidiary of Lingo
Media Corporation, is restructuring its operations.  On
December 23, 2008, A+ Child filed a Notice of Intention to Make a
Proposal under the Bankruptcy and Insolvency Act of Canada.

At the time of the filing, Michael Kraft, President & CEO of Lingo
Media said in a news statement, "After an extensive strategic
evaluation, A+ made the tough decision to restructure its
operations.  A+ will continue to evaluate all possible
alternatives over the next thirty days to determine the best
course of action.  Lingo Media has decided to focus its resources
on the expansion of our English Language Learning businesses
including Speak2Me Inc. subsidiary, a new media company that
focuses on online advertising in China via its Internet-based
English Language Learning portal and our legacy business, Lingo
Learning Inc. subsidiary, a print-based publisher of English
Language Learning programs in China."

A+ will continue to service its clientele through its National
Support Centre while the potential for reorganization and
restructuring is examined.

                        About Lingo Media

Lingo Media Corporation is a diversified online and print-based
education product and services corporation.  Lingo Media's
Speak2Me Inc. subsidiary is a new media company that focuses on
interactive advertising in China via its Internet-based English
Language Learning portal.  Speak2Me offers a proprietary and
groundbreaking online service designed to address the rapidly
growing need for conversational English learning around the world.
Using robust speech recognition technology, Speak2Me provides more
than 250-targeted language lesson modules involving interactive
conversations with a virtual teacher.  A unique social-network
infrastructure also allows students to form study groups, creating
an environment that, along with contests and prizes, engenders co-
operation and competition, just as in a conventional classroom.

In China, Lingo Media continues to expand its legacy business via
its subsidiary Lingo Learning Inc., a print-based publisher of
English Language Learning programs in China since 2001.  Lingo
Learning has an established presence in China's education market
of 200 million students.  To date, it has published 245 million
units from its library of more than 340 program titles in China.

In Canada, Lingo Media focused on early childhood cognitive
development, through its subsidiary A+ Child Development Ltd.,
which distributed educational materials along with its unique
curriculum. A+ has been operating in Canada for over ten years
through its four offices in Calgary, Edmonton, Toronto and
Vancouver.  Lingo Media plans to introduce A+'s learning system
and products to parents of pre-school children in China.  On the
net: http://www.lingomedia.com/and http://www.apluschilddev.com/


LODGENET INTERACTIVE: To Close Atlanta Call Center, Cut 110 Jobs
---------------------------------------------------------------
LodgeNet Interactive Corporation disclosed in a filing with the
Securities and Exchange Commission that it will be closing its
Atlanta, Georgia call center facility during the first quarter of
2009.  The company related that the move was part of its on-going
efforts to enhance profitability.

On Dec. 12, 2008, the company said that it would be transitioning
calls from hotel guests requiring assistance to connect to the
Internet to a call center operated by a third party specializing
in providing support to Internet customers.

The closing of the Atlanta call center location will result in a
decrease of the company's employees by approximately 110 full time
positions, representing approximately 9% of its total workforce.
These reductions are in addition to the reduction in force
disclosed on Nov. 24, 2008, and will be completed by the end of
the first quarter of 2009.  The company's existing call center in
Sioux Falls, South Dakota, which handles calls from hotels related
to the company's video systems, will handle calls from hotel
customers, as well as calls that require detailed technical
knowledge or are escalated from the third party call center.  All
customer service operations will continue to be based in the
United States.

As a result of the closing of the Atlanta customer service
location, the company expects to incur a charge of approximately
$550,000 in the fourth quarter of 2008 for employee related
expenses and $350,000 in the first quarter of 2009 for other exit-
related costs arising from contractual and other obligations.  The
charges are not expected to affect the company's compliance with
its financial covenants during the fourth quarter of 2008 or for
the first quarter of 2009 because related cash expenditures during
the period will be offset by cash savings on salaries and related
expenses.  It is anticipated that the foregoing action will reduce
the company's expenses during the second through fourth quarters
of 2009 by a total of approximately $2 million.

                    About LodgeNet Interactive

Based in Sioux Falls, South Dakota, LodgeNet Interactive
Corporation (NASDAQ: LNET) -- http://www.lodgenet.com/-- is a
provider of media and connectivity solutions designed to meet the
unique needs of hospitality, healthcare and other guest-based
businesses.  LodgeNet Interactive serves more than 1.9 million
hotel rooms representing 9,300 hotel properties worldwide in
addition to healthcare facilities throughout the United States.
The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

LodgeNet Interactive Corporation's balance sheet at Sept. 30,
2008, showed total assets of $637,497,000 and total liabilities of
$717,457,000, resulting in a stockholders' deficit of $79,960,000.

LodgeNet Interactive Corporation's balance sheet at Sept. 30,
2008, showed total assets of $637,497,000 and total liabilities of
$717,457,000, resulting in a stockholders' deficit of $79,960,000.

For three months ended Sept. 30, 2008, the company incurred net
loss of $6,278,000 compared to net loss of $11,410,000 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $26,750,000 compared to net loss of $46,305,000 for the
same period in the previous year.


LYONDELL CHEMICAL: Gets Permission to Access $2 Bil. from DIP Loan
------------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York granted Lyondell Chemical Company and its
U.S. affiliates permission to borrow about $2 billion in
postpetition financing, including a "super emergency" $100 million
loan, that would fund their restructuring.

According to Bloomberg News, the Court approved the loan at half-
past midnight, after lenders spent five hours negotiating to
resolve objections to the biggest bankruptcy loan in U.S. history.

The accord brought in new lenders and excluded one, the company's
partial owner, Access Industries Holdings LLC.  Lyondell,
according to the report, can use $2.167 billion while it seeks
final approval of the total $8 billion DIP loan.

Access Industries previously announced that it has committed to
provide $750 million of the total $3.25 billion of new money DIP
financing arranged by LyondellBasell.

Bloomberg said that Appaloosa Management L.P., objected to the
$8 billion DIP loan saying it and other holders of first-lien
secured debt may not be protected by the plan to roll up
pre-bankruptcy debt with the new loan.  A group of pre-bankruptcy
lenders including hedge funds Silver Point Capital LP, Western
Asset Management Co. and Highland Capital Management LP also
objected to the loan in court documents, saying they weren't
contacted about participating in the debtor-in-possession loan.
They said that Access, an insider, shouldn't participate in a
roll-up plan that gives an advantage to it and other lenders.

Under the proposed DIP financing, $3.25 billion of prepetition
secured debt will be rolled up and treated as a postpetition
secured claim, and, thus, will be treated ahead of other pre-
bankruptcy claims.

An evidentiary hearing on the DIP Financing Motion was proposed
for January 7, 2009, at 4:00 p.m. prevailing New York time.

The DIP Facility consists of:

  -- $1.515 billion of revolving credit secured by receivables
     and inventory;

  -- $3.25 billion of available term loans, secured by priming
     liens; and

  -- a modified roll-up of $3.25 billion in existing senior
     secured debt, which will be secured by a priming lien junior
     to the liens granted to lenders under the new revolving and
     term loans and which will be subject to restructuring
     pursuant to a plan of reorganization.

The maturity date of the facilities will be the earliest of: (i)
stated maturity, which will be December 15, 2009, (ii) the
effective date of any Chapter 11 plan of any Debtor, (iii) the
date that is 30 days after entry of an interim order approving hte
DIP loans if the Court has not granted final approval by that
date; and (iv) the acceleration of the loans or termination of the
commitments under either of the Facilities, including, without
limitation, as a result of the occurrence of an event of Default.

                     About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.  (Lyondell Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Citi Has $2 Billion Direct Gross Exposure
------------------------------------------------------------
Citi said that as of December 31, 2008, its direct gross exposure
to LyondellBasell was approximately $2.0 billion.  Citi currently
holds this exposure primarily in its Institutional Clients Group.

The fourth quarter pre-tax impact related to LyondellBasell is
estimated to be approximately $1.4 billion recorded primarily as a
loan loss reserve build.  The final impact on Citi's fourth
quarter financial results could differ from the impact disclosed
above due to closing and other adjustments.

In addition, Citi said it is participating in LyondellBasell's
debtor-in-possession financing.  As reported in the Jan. 7, 2009
issue of the Troubled Company Reporter, Lyondell has made
arrangements for up to $8 billion in DIP financing to fund
continuing operations.  Of this total, $3.25 billion consists of
new funding; $3.25 billion represents a refinancing of certain
obligations under LyondellBasell's existing senior secured credit
facilities; and $1.515 billion represents replacement of existing
working capital facilities.

Lyondell Chemical Company, LyondellBasell's U.S. unit that filed
for bankruptcy protection under Chapter 11, listed Citibank as one
of its top five largest secured claims, holding $2,657,354,259 in
prepetition claim, secured by certain material assets of the
Debtors.

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.  (Lyondell Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Bankruptcy Cues $1BB Credit-Default Swaps
------------------------------------------------------------
Bloomberg News reports that credit-default swaps traders will
settle about $1.1 billion of derivatives protecting against a
default by bankrupt Lyondell Chemical Co.

The International Swaps and Derivatives Association, Inc., said
Jan. 7 that it will launch a CDS auction protocol to facilitate
the settlement of credit derivatives trades referencing three
entities in the LyondellBasell group, one of the world's largest
polymers, petrochemicals and fuels companies.  The three entities
are Lyondell Chemical Company, Equistar Chemicals, LP, and
Millennium America Inc.

In addition, LCDX dealers are expected to vote on whether to hold
an auction for loan-only CDS transactions referencing Lyondell
Chemical Company.  If those firms vote to hold an auction, ISDA
will publish auction terms for this auction, similar to the
documentation for the recent Tribune loan-only CDS auction.

LyondellBasell Industries announced on Tuesday, January 6 that in
order to facilitate a restructuring of its debts, its U.S.
operations and one of its European holding companies, Basell
Germany Holdings GmbH, have voluntarily filed to reorganize under
Chapter 11 of the US Bankruptcy Code.

The Protocol will be open to ISDA members and non-members alike.
ISDA will publish further details in due course and these will be
available at http://www.isda.org/

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.


LYONDELL CHEMICAL: Non-U.S. Ops. Not Affected By Ch. 11 Filing
--------------------------------------------------------------
LyondellBasell Industries issued a statement Jan. 8 clarifying
that its non-U.S. operations are not affected by the Chapter 11
filing by Lyondell Chemical Co. and other affiliates.

"In view of the many inquiries received by LyondellBasell
questioning whether operations outside the United States are
impacted by our Chapter 11 restructuring filings, we would like to
stress that none of our operations outside the United States are
impacted.

No LyondellBasell company or affiliate located outside of the
United States has applied for or become involved in insolvency or
bankruptcy proceedings in their respective home countries.

All of LyondellBasell's non-U.S. companies are conducting business
as usual with no impact from the Chapter 11 restructuring filing
by our U.S. operations and one European holding company.  All
LyondellBasell companies remain committed to maintaining mutually-
beneficial relationships with suppliers and customers and to
serving and operating in the market as they did before this
voluntary action by the company.

Confusion apparently resulted from the inclusion of Basell Germany
Holdings GmbH in the Chapter 11 filing, the only entity among the
79 LyondellBasell affiliates that is not registered in the United
States.  The filing by Basell Germany Holdings GmbH was not a
result of insolvency under German law.  Rather, including this
non-U.S. holding company allows it to benefit from the special
financing package that has been negotiated with lenders in
connection with the Chapter 11 filing.  The German holding company
also will benefit from the moratorium on obligations under the
existing financing arrangements that result from the filing."

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.


LYONDELL CHEMICAL: Suburban Propane Denies Affiliation
------------------------------------------------------
Suburban Propane Partners, L.P., disclaimed any affiliation with
the recently announced Chapter 11 bankruptcy filing by
LyondellBasell Industries and its affiliates.  In a press release
issued by Lyondell, Suburban Propane GP, Inc., was listed as one
of the affiliated entities of Lyondell that was included in the
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code.  Suburban Propane Partners clarifies that neither Suburban
Propane Partners, L.P., nor any of its affiliates including its
general partner Suburban Energy Services Group LLC and its
operating subsidiaries Suburban Propane, L.P., Suburban Heating
Oil Partners, LLC and Agway Energy Services, LLC, has any
affiliation with any entity of Lyondell and, as such, is in no way
impacted by the Lyondell bankruptcy filing.

The Partnership ended its fiscal 2008 with more than $137.6
million of cash on hand which is expected to provide sufficient
liquidity to fund its ongoing operations without an immediate need
to access its established working capital facility.  The
Partnership has one of the strongest distribution coverage ratios
among its peers and is in a position of financial strength.

Suburban Propane Partners, L.P. -- http://www.suburbanpropane.com/
-- is a publicly-traded master limited partnership listed on the
New York Stock Exchange.  Headquartered in Whippany, New Jersey,
Suburban has been in the customer service business since 1928.
The Partnership serves the energy needs of more than 900,000
residential, commercial, industrial and agricultural customers
through more than 300 locations in 30 states.

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.


MASONITE INTL: Forbearance Agreements Stretched to January 31
-------------------------------------------------------------
Masonite International Inc. has entered into an extension of the
forbearance agreement it previously reached with holders of a
majority of the senior subordinated notes due 2015 issued by two
of the Company's subsidiaries.  Masonite also announced that it
delivered a draft business plan to its bank lenders and the
noteholders' advisors by the December 19, 2008 deadline, providing
for an extension of a separate forbearance agreement with the
lenders to January 15, 2009.  Masonite continues to pursue
opportunities to develop an appropriate capital structure to
support its long-term strategic plan and business objectives.

Masonite first announced that it had entered into the forbearance
agreement with the noteholders on November 17, 2008.  The
agreement has since been signed by holders of 94% of the Company's
senior subordinated notes due 2015 issued by its subsidiary
Masonite Corporation having an aggregate principal amount of $412
million and by holders of 58% of the Company's senior subordinated
notes due 2015 issued by its subsidiary Masonite International
Corporation having an aggregate principal amount of $358 million -
- Canadian Notes.

Under terms of the extended forbearance agreement, which is
effective from December 31, 2008, through January 31, 2009, the
noteholders executing the forbearance agreement agreed that during
such period they will not exercise rights and remedies against the
Company with respect to the Company's failure to:

   (i) make the interest payment due on October 15, 2008; and

  (ii) comply with the reporting requirements of sections
       1009(a)(1) and (2) under the applicable indentures.

The forbearance agreement terminates prior to January 31, 2009,
upon certain events.

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                Default Under Credit Facilities

The company was not in compliance with the financial covenants
contained under its senior secured credit agreement as at
Sept. 30, 2008.  The company has said it continues to negotiate
with the lenders party to the senior secured credit agreement
regarding an amendment to the terms of the agreement and a
waiver of its non-compliance.

On November 25, 2008, the company entered into an amendment to its
credit agreement and an extension of the forbearance agreement
dated September 16, 2008, with its bank lenders.  The extension
provides the company time to develop a revised business plan for
2009, which will serve as the basis of its efforts to create an
appropriate capital structure to support Masonite's long-term
business objectives.  The forbearance agreement termination date
is the earliest of December 19, 2008, any other Event of Default,
and any Termination Event as defined in the Bondholder Forbearance
Agreement dated November 17, 2008.  The forbearance agreement can
also be terminated if the company fails to deliver certain
financial information by agreed upon dates.

The amendment with the lenders provides for the December 19, 2008
deadline to be further extended to January 15, 2009, provided that
Masonite (1) delivers a draft business plan by December 19, 2008,
(2) reviews the plan with the bank lenders by December 22, 2008,
(3) delivers a final business plan by January 15, 2009; and (4)
complies with a number of other provisions related to the
negotiation of a consensual restructuring plan.  As of December
23, 2008, no agreement has been reached and there can be no
guarantee that an agreement will be reached on terms acceptable to
the company or its lenders.

On September 16, 2008, the Agent, on behalf of the lenders, under
the company's credit facility provided notice under the company's
senior subordinated note indentures of the imposition of a payment
blockage period with respect to the company's Notes.  Such notice
was permitted by the terms of the indentures as a result of the
company's non-compliance with certain financial covenants under
its credit facility.  The company is not permitted for a period of
up to 179 days from September 16, 2008 to make interest or
principal payments under the Notes.  In accordance with this
restriction, the company did not make a scheduled payment of
interest on the Notes when due on October 15, 2008 although it had
sufficient cash on hand to make such payment.  Failure to make
such interest payment within 30 days of October 15, 2008
constituted an event of default under the note indentures,
permitting holders of at least 30% in principal amount of
outstanding notes to declare the full amount of the notes
immediately due and payable.

On November 17, 2008, the company entered into a forbearance
agreement with holders of a majority of the Notes issued by two of
the company's subsidiaries. Masonite expects that the forbearance
agreement will provide the company additional time and flexibility
as it continues to pursue opportunities to develop an appropriate
capital structure to support its long-term strategic plan and
business objectives.  The forbearance agreement was effective
through December 31, 2008.

The company has said its ability to continue as a going concern is
dependent upon its ability to complete a successful renegotiation
of its Credit Agreement terms and Notes.

                          *     *     *

As reported in the Troubled company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.


MERISANT WORLDWIDE: Term and Revolver Debt Maturing Next Week
-------------------------------------------------------------
Bloomberg's Bill Rochelle notes that Merisant Worldwide Inc. has a
$35 million revolving credit and a $7.4 million term loan that
mature on Jan. 11.

In its Form 10-Q submitted to the Securities and Exchange
Commission in November 2008, the company acknowledged that it is
highly leveraged.  At Sept. 30, 2008, the company and its
subsidiaries, including Merisant Company, had $553,557,000 of
long-term debt outstanding, consisting of $135,136 aggregate
principal amount of the Company's 121/4% senior subordinated
discount notes due 2014, $225,000,000 aggregate principal amount
of Merisant's 91/2% senior subordinated notes due 2013, and
$193,421,000 aggregate principal amount outstanding under
Merisant's senior credit agreement, excluding capital lease
obligations of $89 and unused commitments on the revolving portion
of the Senior Credit Agreement of $21,000,000.

At September 30, 2008, borrowings under the Senior Credit
Agreement included $7,416,000 (Term A) aggregate principal amount
of term loans bearing annual interest of 8.35%, $174,005,000 (Term
B) aggregate principal amount of term loans bearing annual
interest of 6.40% and $12,000,000 aggregate principal amount in
revolver commitments, bearing annual interest of 5.97%.  The Term
A loans are euro-denominated and are translated into U.S. dollars
at the spot rate as of September 30, 2008.

The Term A loans and the revolver commitment are scheduled to
terminate in January 2009 and all amounts thereunder are scheduled
to be repaid.  Most of the Term B loans ($171,803,000) are due at
its final maturity in January 2010.  Additionally, interest on the
Discount Notes will become payable in cash commencing on May 15,
2009.  Semiannual interest payments of $8.6 million are required.
The indenture governing the Notes limits Merisant's ability to pay
dividends or loan cash to the Company, which has no operations of
its own.

As of November 13, 2008, borrowings under Merisant's revolving
credit facility were $28,000,000.  In aggregate, during the twelve
months ending September 30, 2009, the company and Merisant are
scheduled to pay $78,300,000 of principal and interest under the
Company and Merisant's primary debt obligations.

"Given the disruptions in the credit and financial markets in
recent months, uncertainty exists as to whether we will be able to
generate results from operations or consummate transactions
sufficient to enable us to make all of these payments," Merisant
said in their third quarter 2008 report.

Merisant said it is engaged in discussions with certain of its
secured lenders and debt security holders as well as potential
financing sources with regard to refinancing or restructuring all
or a portion of its debt obligations.  "However, there can be no
assurance that we will be able to refinance, replace or amend our
outstanding debt obligations on terms favorable to us, or at all,
particularly given current financial conditions."

                     About Merisant Worldwide

Headquartered in Chicago, Merisant Worldwide, Inc. is a leading
global producer and marketing of low-calorie and zero calorie
tabletop sweeteners, including Equal(R) and PureVia(TM).  Equal(R)
is sweetened with aspartame.  Sales were approximately
$277 million for the twelve months ended September 30, 2008.

                           *     *     *

As reported by the Jan. 7, 2009 issue of the Troubled Company
Reporter, Moody's Investors Service lowered the ratings of
Merisant Worldwide, Inc., including the company's probability of
default and corporate family ratings to Ca from Caa3.  The ratings
agency said the company's weak credit metrics severely limit its
financial flexibility, especially in the current credit market.

As reported by the TCR on Dec. 19, 2008, Standard & Poor's Ratings
Services said that it lowered its ratings on Chicago, Illinois-
based Merisant Worldwide Inc. and operating company Merisant Co.,
including its corporate credit rating, to 'CC' from 'CCC'.


METRO PCS: Bank Loan Trades Slightly Higher in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro PCS Wireless
is a borrower traded in the secondary market at 78.93 cents-on-
the-dollar during the week ended January 2, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.90 percentage
points from the previous week, the Journal relates.  Metro PCS
Wireless pays interest at 225 points above LIBOR.  The bank loan
matures on October 11, 2013. The bank loan carries Moody's Ba3
rating and Standard & Poor's BB- rating.

As reported reported in the Troubled Company Reporter on January
2, 2009, participations in the bank loan traded in the secondary
market at 77.70 cents-on-the-dollar during the week ended December
26, 2008.

MetroPCS Wireless Inc., a wholly owned subsidiary of MetroPCS
Communications Inc., provides unlimited use wireless service for a
flat monthly fee with no signed contract in major metropolitan
markets of the U.S.  The company is based in Dallas, Texas.


MONACO COACH: Hires Advisors to Check Options, Improve Liquidity
----------------------------------------------------------------
Monaco Coach Corporation has engaged Imperial Capital, LLC as a
financial advisor to assist the Company with its evaluation of
strategic alternatives.  The Company intends to consider a variety
of financial and strategic alternatives including joint ventures,
mergers or other strategic transactions, with a focus on improving
liquidity and maintaining its strong balance sheet.  In addition,
Monaco Coach Corporation has retained Avondale Partners, LLC to
evaluate strategic alternatives for Signature Motorhome Resorts
business and BMO Capital Markets has been retained for its equine
trailer division, Bison Manufacturing, LLC and its specialty
trailer division, Roadmaster LLC.

Kay Toolson, the Company's CEO, commented, "Monaco will continue
to execute its business plan while maintaining its tradition as a
leading national manufacturer of recreational vehicles. We are
confident that our retention of Imperial Capital will help us
capitalize on our competitive position and the strength of our
brands in order to maximize long-term value."

The Company cautions that there can be no assurance that this
evaluation will result in any specific financial or strategic
transactions.

                  About Monaco Coach Corporation

Monaco Coach Corporation -- http://www.monaco-online.comor
http://www.trail-lite.com-- a leading national manufacturer of
motorized and towable recreational vehicles, is ranked as the
number one producer of diesel-powered motorhomes.  Dedicated to
quality and service, Monaco Coach is a leader in innovative RVs
designed to meet the needs of a broad range of customers with
varied interests and offers products that appeal to RVers across
generations.

Headquartered in Coburg, Oregon, with manufacturing facilities in
Oregon and Indiana, Monaco Coach Corporation -- http://www.monaco-
online.com or http://www.trail-lite.com-- offers a variety of
motorized and towable recreational vehicles, from entry-level
priced towables to custom-made luxury models under the Monaco,
Holiday Rambler, Safari, Beaver, McKenzie, and R-Vision brand
names.  The company maintains RV service centers in Harrisburg,
Oregon and Wildwood, Florida and operates motorhome-only resorts
in California, Florida, Nevada and Michigan.  Monaco Coach trades
on the New York Stock Exchange under the symbol "MNC."


NATIONSLINK FUNDING: S&P Ups Rating on Class G to BBB- From BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
NationsLink Funding Corp.'s series 1998-2.  Concurrently, S&P
affirmed its ratings on three other classes from this series.

The raised ratings reflect increased credit enhancement levels due
to the paydown of the mortgage pool balance.  The affirmed ratings
reflect adequate credit enhancement levels through various stress
scenarios.  The ratings are constrained by reduced
diversification, as there are only 34 loans remaining in the
collateral pool.

As of the Dec. 22, 2008, remittance report, the trust collateral
consisted of 35 mortgage loans with an aggregate principal balance
of $144.3 million, down from 376 loans totaling $1.6 billion at
issuance.  An additional loan ($4.0 million, 3%) paid off after
the Dec. 22, 2008, remittance report was issued, which reduced the
loan count to 34.  The master servicer, Midland Loan Services
Inc., reported full-year 2007 financial information for 97% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.66x.  The pool
contains 21 fully amortizing loans ($23.7 million, 16%) and nine
defeased loans ($11.6 million, 8%). One asset
($1.6 million, 1%) is currently with the special servicer, LNR
Partners Inc.  This asset is classified as being in foreclosure,
and is the only delinquent loan in the pool.  To date, the trust
has experienced aggregate losses totaling $30.4 million.

Excluding the one asset with the special servicer, three assets
($12.6 million, 9%) in the pool have reported low DSC, one of
which is currently a credit concern.  The Golden Villa and Rose
Haven Nursing Homes and Heritage and Village Manor Nursing Homes
asset ($8.2 million, 6%), the fifth-largest exposure in the pool,
consists of two cross-collateralized and cross-defaulted loans
backed by a total of four health care properties.  The year-end
2007 DSC for this exposure was 0.69x, which reflects a 55% decline
from issuance.  The DSC decline is primarily due to decreased base
rents resulting from lower occupancy levels.  The consolidated
occupancy was 54% at June 2008.

The top 10 real estate exposures have an aggregate outstanding
balance of $112.5 million (78%).  Year-end 2007 financial
information was available for all of the top 10 exposures, and
Standard & Poor's used this information to calculate a weighted
average DSC of 1.68x.  One of the top 10 exposures is on the
master servicer's watchlist and is discussed above.  Standard &
Poor's reviewed property inspection reports provided by the master
servicer for all of the properties collateralizing the top 10
loans.  Eleven were classified as "good," one was classified as
"excellent," and one was classified as "poor."

The Medical Village Office Building loan ($1.6 million, 1%) is the
asset with the special servicer.  The loan is secured by a 30,025-
sq.-ft. medical office property in Bountiful, Utah.  The asset was
transferred to the special servicer in July 2008 when the borrower
was unable to pay off the loan on its July 1, 2008, maturity date.
Foreclosure was filed on Oct. 27, 2008, but the special servicer
is simultaneously working to negotiate and document a deed-in-lieu
of foreclosure.  An appraisal has been ordered and is pending.
The reported DSC for this asset was 0.85x for the six months ended
June 30, 2008, and occupancy at the property was 60% as of the
same period.  At this time, S&P expects minimal loss upon the
eventual resolution of the asset.

Midland reported a watchlist of four loans totaling $11.9 million
(8%), including the fifth-largest exposure in the pool.  The three
other loans are on the watchlist due to low DSC caused by
increased expenses.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including the asset with the special
servicer, those on the watchlist, and those with credit issues.
The resultant credit enhancement levels adequately support the
raised and affirmed ratings.

                         Ratings Raised

                    NationsLink Funding Corp.

    Commercial mortgage pass-through certificates series 1998-2

                    Rating
                    ------
        Class    To       From       Credit enhancement (%)
        -----    --       ----       ----------------------
        F        BBB+     BBB                         45.76
        G        BBB-     BB+                         37.51

                        Ratings Affirmed

                    NationsLink Funding Corp.

    Commercial mortgage pass-through certificates series 1998-2

        Class    Rating              Credit enhancement (%)
        -----    ------              ----------------------
        H        B+                                   15.53
        J        B-                                   10.03
        X        AAA                                    N/A

                     N/A - Not applicable.


NORBORD INC: S&P Keeps BB- Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it removed the ratings on
Norbord Inc. from CreditWatch with negative implications, where
they were placed Oct. 24, 2008.  The ratings, including the 'BB-'
long-term corporate credit rating on the company, are unchanged.
The outlook is negative.

"We removed the ratings from CreditWatch because Norbord's
liquidity position has improved following completion of its
C$240 million equity offering," said Standard & Poor's credit
analyst Jatinder Mall.

Standard & Poor's believes that the company now has sufficient
liquidity to steer through the current depressed market conditions
for oriented strandboard.  Furthermore, S&P expects the company to
finalize bank covenant amendments by the end of January allowing
for a greater cushion.  The additional equity means that
Brookfield Asset Management Inc. (A-/Stable/A-2) will now own
about 75% of Norbord's common shares.

The ratings on Norbord reflect what S&P see as challenging market
conditions for OSB producers, negative EBITDA generation, very
weak credit metrics, and exposure to volatile OSB prices.  S&P
believes the company's low-cost operations and good market
position partially offset these risks.

Norbord is the second-largest OSB producer in the world, with
annual capacity of more than 5 billion square feet.  The company
also produces other wood products such as particleboard, medium
density fiberboard, and hardwood plywood.  Its operating
facilities are in North America and Europe.

The negative outlook reflects Standard & Poor's view of continued
challenging market conditions for OSB and S&P's expectations of
Norbord's negative free cash flow generation in 2009.  While S&P
expects additional liquidity to be sufficient for the company to
weather current market conditions, S&P could lower the ratings on
Norbord if OSB prices decline leading to a larger cash burn than
currently expected and a reduced cushion under Norbord's revised
bank covenants.  An upgrade is unlikely given current market
conditions and would require that the company's financial
performance improve significantly from current levels and for it
to sustain a leverage ratio of 3.0x-3.5x and a funds-from-
operations-to-debt ratio of 20%-25%.


ON SEMICONDUCTOR: Will Shut Factories, Cut Bonus Pay
----------------------------------------------------
ON Semiconductor Corporation is taking additional cost reduction
measures. In the fourth quarter of 2008 the company began taking
initial actions to reduce overall spending levels.  The actions
included the reduction of 2009 planned capital expenditures to $50
to $60 million from normalized yearly levels of approximately $130
to $140 million, temporary site shutdowns during the fourth
quarter of 2008, a hiring freeze, the elimination of second half
of 2008 bonus payments and strict controls over all discretionary
spending.  The company is also planning a series of additional
permanent and temporary actions to reduce its overall cost
structure.  These planned actions include:

     -- factory closures planned for the end of 2009 will be
        brought forward to the middle of 2009;

     -- evaluation of other front-end manufacturing locations are
        ongoing with the objective of closing an additional
        location by the end of 2009;

     -- factory shutdowns for 4 to 6 weeks in the first and
        second quarter of 2009;

     -- three weeks of unpaid time off for senior executives in
        both the first and second quarter of 2009 (equates to an
        approximate 23 percent decrease in base salary);

     -- two weeks of unpaid time off or a 4 day work week (based
        upon local legal requirements) for other employees in
        both the first and second quarter of 2009 (equates to an
        approximate 15 percent decrease in base salary);

     -- no annual merit increases;

     -- no bonus payments expected to be paid in 2009;

     -- a reduction in worldwide personnel of approximately 1,500
        which equates to a reduction of approximately 10 percent
        of total payroll expenses

The combination of these and other actions the company is taking
is expected to reduce total fixed costs by approximately $40 to
$50 million a quarter, of which approximately $10 to $15 million
will be from temporary actions.  These actions are expected to
reduce operating expenses by approximately $20 million from the
third quarter of 2008 run-rates and exclude the operating expense
impact associated with the Catalyst Semiconductor acquisition
which closed in the fourth quarter of 2008.  The company expects
initial benefits from these actions to start in the first quarter
of 2009 and to increase throughout the year.  Once completed,
these actions are expected to reduce the revenues required for
cash breakeven to approximately $340 million a quarter.  To
execute these cost reduction actions, the company anticipates it
will use approximately $20 to $30 million of cash over the next 5
quarters and incur restructuring and other charges, a portion of
which will be recorded in the fourth quarter of 2008.

The company also announced today that it is revising its fourth
quarter 2008 outlook provided on its earnings release and
conference call on Oct. 30, 2008.  The company had previously
guided fourth quarter 2008 revenues to be approximately $500 to
$550 million or down approximately 5 to 14 percent sequentially
from the third quarter of 2008.  As a result of the continued
deterioration in the global economy, ON Semiconductor now
anticipates fourth quarter revenues to be approximately $480 to
$490 million or down approximately 16 to 17 percent sequentially
from the third quarter of 2008.  Due to the timing of the
availability of inventory and sales distribution information from
our distribution partners globally and ON Semiconductor's related
recognition of revenue on a sell-thru basis, the company will
provide full details on fourth quarter and 2008 annual results in
its earnings release to be scheduled during the first week of
February.

"Our updated fourth quarter 2008 revenue outlook reflects the
reduction in demand we have experienced as a result of
deteriorating conditions in the global economy," said Keith
Jackson, ON Semiconductor president and CEO.  "In the fourth
quarter of 2008 we utilized approximately $49.4 million of cash to
repurchase $60.9 million of our zero coupon convertible senior
subordinated notes and still managed to grow our cash and cash
equivalents balance by around $30 million to approximately
$450 million.  Based on the limited visibility we have for the
first quarter of 2009, we anticipate another challenging quarter
for the semiconductor industry and the company with revenues down
more than normal seasonality.  While we are hopeful that the
economy will improve as we move through 2009, we have and will
continue to examine our overall spending and are prepared to take
additional actions to ensure we remain competitive and are
positioned to generate positive free cash flow in this challenging
environment."

In the fourth quarter of 2008, the company will also evaluate the
carrying value of its goodwill outstanding as of the end of the
third quarter of 2008.  This is expected to result in a non-cash
impairment charge to be recorded in the fourth quarter of 2008
which will be described in further detail in our earnings release
and SEC filings.

                     About ON Semiconductor

With its global logistics network and strong product portfolio, ON
Semiconductor (NASDAQ: ONNN) is a preferred supplier of high
performance energy efficient, silicon solutions to customers in
the power supply, automotive, communication, computer, consumer,
medical, industrial, mobile phone, and military/aerospace markets.
The company's broad portfolio includes power, signal management,
analog, DSP, advance logic, clock management, non-volatile memory
and standard component devices. Global corporate headquarters are
located in Phoenix, Arizona. The company operates a network of
manufacturing facilities, sales offices and design centers in key
markets throughout North America, Europe, and the Asia Pacific
regions. For more information, visit http://www.onsemi.com.

As reported in the Troubled Company Reporter on Oct. 8, 2008,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on Phoenix, Arizona-based ON
Semiconductor Corp. on CreditWatch with negative implications
following the company's announcement that it is joining San Jose,
California-based Microchip Technology Inc.'s bid to purchase Atmel
Corp. for $2.3 billion in cash.

As reported by the TCR on May 9, 2008, Moody's Investors Service
upgraded ON Semiconductor Corporation's corporate family rating to
Ba3 from B1 and senior secured debt ratings to Baa3 from Ba1.
Simultaneously, Moody's assigned a speculative grade liquidity
rating of SGL-1.  The outlook is stable.


PAPER INT'L: Taps Fredericks Michael as Investment Bankers
----------------------------------------------------------
Paper International, Inc., and Fiber Management of Texas, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of New
York for authority to employ Fredericks Michael & Co. as their
investment bankers in connection with the possible sale of Paper
International's equity shares in Durango McKinley Paper Company.
McKinley is wholly owned by Paper International, Inc.

McKinley's operations largely consist of a paper division that
operates a recycled linerboard manufacturing facility in Prewitt,
New Mexico.  The McKinley paper division sell its products
primarily in the United States.

The Debtors selected Fredericks Michael because of the firm's
extensive experience in executing cross-border mergers,
acquisitions, divestigutes and strategic alliances, as well as its
extensive experience advising clients in the paper and packaging
industries.

As the Debtors' investment bankers, Fredericks Michael, effective
Nov. 1, 2008, has agreed to:

  a) review and analyze the Debtors' business, operations and
     financial projections in order to estimate a value for
     McKinley's business;]

  b) prepare a summary that describes McKinley's operations that
     will be utilized as part of an initial marketing approach to
     potential buyers;

  c) prepare a descriptive memorandum including certain
     information with respect to McKinley and provide the
     memorandum to each qualified and interested buyer after
     receipt of a signed confidentiality agreement;

  d) formulate a list of potential buyers for McKinley, including
     potential strategic buyers and, if appropriate, potential
     financial buyers;

  e) assist International in evaluating potential buyers from the
     prepared list for an initial approach to determine their
     level of interest in the acquisition of McKinley or its
     business unit;

  f) request, to the extent possible, interested parties tosubmit
     bids for the assets being sold, including their proposed
     purchase price, structure and source of financing;

  g) qualify certain of the interested parties for further
     negotiations;

  h) assist Paper International, and work with Paper
     International's legal and other advisors, in coordinating
     the drafting of the definitive sales agreements, due
     diligence, final negotiations related to the closing of the
     transactions, conducting the Bankruptcy Court-approved sale
     process (and auction, if any), providing testimony before
     the Bankruptcy Court to the extent necessary or appropriate,
     and consultation with Paper International's creditors
     including any official or unofficial committee;

  i) meet with designated International representatives at
     specified time intervals throughout the process to present
     progress reports and discuss next steps and other important
     issues relating to the sale processes; and

  j) work with the Debtors and their tax advisors to structure
     any sale transaction to maximize tax benefits.

As set forth in the Engagement Letter, Fredericks will be
compensated as follows:

  a) A monthly fee of $10,000, payable upon the Court's approval
     of the application, and on the first day of each month
     thereafter until the completion of the Chapter 11 cases or
     the termination of Frederick Michael's employment.  100% of
     the monthly fees paid for the first six months of the
     engagement will be credited against any Transaction Fee.

  b) In addition to the monthly Fee and in the event that a
     transaction with a party that has been identified to Paper
     International is consummated, Fredericks Michael will be
     paid a minimum net Transaction Fee of $300,000.  In the
     event that (i) McKinley is sold to a third-party buyer other
     than the Identified Bidder, or (ii) Identified Bidder
     increases the purchase price set forth in the Identified
     Bidder Transaction and such transaction is consummated, the
     Transaction Fee will be (x) $300,000, plus (y) five 5% of the
     net increased sale proceeds received by Paper International
     from the sale of McKinley above the total Transaction Value
     set forth in the Identified Bidder Transaction (including any
     break-up fee and expense reimbursement payable to Identified
     Bidder);

  c) In the event the bid by the Identified Bidder is, at the time
     of any proposed auction, (i) non-binding; (ii) subject to
     financing; or (iii) withdrawn or disqualified from the
     bidding process, and Paper International enters into an
     agreement to sell McKinley to a party other than the
     Identified Bidder, the Transaction Fee will equal 1% of the
     Transaction Value, rather than the aforementioned
     Transaction Fee structure of (x) $300,000, plus (y) 5% of the
     net increased sale proceeds over the Identified Bidder's bid;

  d) For the purpose of calculating the Transaction Fee for the
     sale of the stock of the McKinley Stock, the Transaction
     Value will equal the total proceeds and other consideration
     paid to Paper International for the McKinley Stock,
     including, without limitation, cash and instruments.  The
     Transaction Value will be deemed to include amounts paid or
     to be paid into escrow;

  e) In the event the sale of McKinley is restructured as a sale
     of the assets of McKinley, Paper International, as 100%
     shareholder of McKinley, will use its best efforts to cause
     McKinley to enter into an agreement with Fredericks Michael
     to accomplish such sale, and in such event the current
     agreement will terminate and be without full force and
     effect.  The Transaction Fee in such sale will be payable
     by McKinley, and the Transaction Value will equal the total
     proceeds and other consideration paid to McKinley,
     including, without limitation: (i) cash and all other
     assumed or carved out working capital; (ii) liabilities,
     including all debt, pension liabilities and guarantees,
     directly or indirectly, assumed, refinanced or extinguished,
     and (iii) any value of related assets separately acquired if
     it were the case, such as brand names, non-competing
     contracts, client contracts, real estate and leases,
     concessions, administrative-technical advisory, and similar;

  f) In addition to any fees that may be payable to Fredericks
     Michael and, regardless of whether any transaction occurs,
     Paper International will promptly reimburse Fredericks
     Michael for all reasonable and reasonably documented
     expenses incurred in connection with this engagement;
     generally these expenses include out-of-pocket travel costs,
     document production charges and other out-of-pocket
     expenses, and will also include the reasonable and
     documented fees of outside counsel and other professional
     advisors.  Fredericks Michael will also include an
     additional fixed charge of 3% of the Monthly Fee to cover
     expenses that Fredericks Michael accounting systems do not
     specifically charge to clients; and

  g) As part of the compensation payable to Fredericks Michael,
     Paper International agrees to the indemnification,
     contribution and related provisions set forth in the
     Engagement Letter.

Blake Davies, a managing director at Fredericks Michael, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtors' estates and that the firm is a
"disinterested person," as that term is defined in Sec. 101(14) of
the Bankruptcy Code as modified by section 1107(b) of the
Bankruptcy Code.

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services,
LLC, serves as the Debtors' crisis managers.  The Debtors
designated Meade Monger, a managing director of AlixPartners, LLP,
an affiliate of AP Services, as its chief restructuring officer.
The Court appointed Kurtzman Carson Consultants, LLC as claims
agent in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PAPER INTERNATIONAL: Panel Taps Bingham McCutchen as Counsel
------------------------------------------------------------
The official committee of unsecured creditors appointed in Paper
International, Inc., and Fiber Management of Texas, Inc.'s
bankruptcy cases ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to retain Bingham McCutchen LLP
as counsel for the Committee, nunc pro tunc to Oct. 20, 2008.

As counsel for the Committee, Bingham McCutchen will render
bankruptcy and restructuring legal services to the Committee as
needed throughout the course of the Debtors' bankruptcy cases.

As compensation for their services, Bingham McCutchen's
professionals bill:

     Partners & Of Counsel       $385-$970 per hour
     Counsel & Associates        $210-$565 per hour
     Paraprofessionals           $120-$330 per hour

Michael J. Reilly, a partner at Bingham McCutchen, assures the
Court that the firm does no hold or represent any interest adverse
to the Debtors in the matters for which the firm is proposed to be
retained, and that the firm is a "disinterested person" as that
term is defined in Sec. 101(14) of the Bankruptcy Code.

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services,
LLC, serves as the Debtors' crisis managers.  The Debtors
designated Meade Monger, a managing director of AlixPartners, LLP,
an affiliate of AP Services, as its chief restructuring officer.
The Court appointed Kurtzman Carson Consultants, LLC as claims
agent in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PAPER INTERNATIONAL: Panel Taps Houlihan Lokey as Finl Advisor
--------------------------------------------------------------
The official committee of unsecured creditors appointed in Paper
International, Inc., and Fiber Management of Texas, Inc.'s
bankruptcy cases ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to retain Houlihan Lokey Howard
& Zukin Capital, Inc., as financial advisor to the Committee, nunc
pro tunc to Nov. 14, 2008.

As the Committee's financial advisor, Houlihan Lokey will provide
investment banking services to the Committee and to an ad hoc
group of holders of 10.5% senior Notes due 2017 of Corporacion
Durango, S.A.B. de C.V. pursuant to the terms and conditions of
the engagement letter agreement between the Committee, the Ad Hoc
Group, Corporacion Durango and Houlihan Lokey.

Christopher R. Di Mauro, a managing director at Houlihan Lokey,
assures the Court that the firm does no hold or represent any
interest adverse to the Debtors or their estates, their creditors,
or any other party in interest in the Debtors' bankruptcy cases or
their respective attorneys in the matters on which Houlihan Lokey
is proposed to be retained, and that the firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

As compensation for its services, Houlihan Lokey will be paid:

  a) a Monthly Fee equal to $100,000 per month;

  b) a Deferred Fee equal to $1,000,000.  The Deferred Fee will
     be earned and payable upon the earlier of (i) confirmation
     of a Chapter 11 plan of reorganization or liquidation or
     (ii) the disposition of substantially all the assets or
     operations of the Debtors, through any sale transaction.
     The Deferred Fee will be paid in cash; and

  c) Reibursement for reasonable out-of-pocket exenses.

Given the dual nature of Houlikan Lokey's engagement, which will
benefit both the Committee and the Ad Hoc Group, Houlihan Lokey is
being separately compensated for its work on behalf of the Ad Hoc
Group.

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services,
LLC, serves as the Debtors' crisis managers.  The Debtors
designated Meade Monger, a managing director of AlixPartners, LLP,
an affiliate of AP Services, as its chief restructuring officer.
The Court appointed Kurtzman Carson Consultants, LLC as claims
agent in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PENN TRAFFIC: Credit Facilities Extended Through April 2010
-----------------------------------------------------------
The Penn Traffic Company amended its existing credit agreements
and closed the sale of its wholesale business segment and related
accounts receivable to C&S Wholesale Grocers, Inc.

Penn Traffic will be completing the pay down of $32 million, or
62% of its outstanding funded debt, by its fiscal year-end, using
proceeds from the wholesale divestiture as well as from two
recently announced store sales.  Specifically, the company will
pay down its $17 million revolving line of credit to zero and
approximately $15 million of the company's $25 million
supplemental real estate facility.  The company's $6 million term
loan will continue to remain outstanding.  The company believes
these actions will significantly improve availability in excess of
outstanding letters of credit.

The company's lenders have agreed to amendments and waivers to the
existing credit agreements and provided the necessary consent to
allow Penn Traffic to complete the all-cash transaction and debt
pay down.  Penn Traffic has also secured a new extension, through
April 2010, of its existing working capital revolver and
supplemental real estate facility, which maintain the existing
pricing structure.

"Penn Traffic enters the new year as a renewed company, squarely
focused on our P&C, Quality and BiLo banners and the consumers
they serve," stated President and Chief Executive Officer Gregory
J. Young.  "I am confident that today Penn Traffic is a stronger
company with a brighter future than it had one year ago.  Our work
continues. Our team is committed to rebuilding the company during
what may be the most challenging recession our industry,
communities and customers have faced in generations," he added.
"The wholesale divestiture and debt reduction we've just completed
are the latest steps forward, and demonstrate the actions we
continue to take as part of our strategy to rebuild the company,
restore profitability and position Penn Traffic for long-term
success."

During the past 18 months Penn Traffic has resolved many of its
legacy legal and regulatory issues, exited the unprofitable
commercial bakery business and lowered corporate administrative
expenses.  The company continues to evaluate its retail store
portfolio and intends to dedicate resources to investment in
remodels, renovations and expansions of certain of its top-
performing and highest-potential store locations.

                        About Penn Traffic

Headquartered in Syracuse, New York, The Penn Traffic Company
("Pink Sheets": PTFC) -- http://www.penntraffic.com/-- owns and
operates 91 supermarkets in Upstate New York, Pennsylvania,
Vermont and New Hampshire under the P&C, Quality and BiLo banners.

Penn Traffic has been in and out of Chapter 11 bankruptcy twice.
Its first trip to the bankruptcy court was in June 1999.  Penn
Traffic again filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represented the Debtors in
their restructuring efforts.  When the grocer filed for protection
from creditors, it listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
became effective April 13, 2005, allowing it to formally emerge
from Chapter 11.  Under the Plan, the Debtor gave all the stock to
unsecured creditors while cutting the store count almost in half,
according to Bloomberg.


PENN TREATY: S&P Changes Ratings to 'R' From 'CC'
-------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Penn Treaty
Network America Insurance Co. to 'R' from 'CC', indicating that
the company is under regulatory supervision owing to its financial
condition.

Standard & Poor's also said that it removed these ratings from
CreditWatch, where they were placed on Oct. 3, 2008, with negative
implications.

The rating action resulted from an announcement by the
Pennsylvania Insurance Commissioner that the Commonwealth Court
had approved his petition for an Order of Rehabilitation for PTNA,
placing the company under the statutory control of the
Pennsylvania Insurance Department.


POWER MEDICAL: Sept. 30 Balance Sheet Upside Down by $7.7 Million
-----------------------------------------------------------------
Power Medical Interventions, Inc., posted a net loss of $9,267,823
for the three months ended September 30, 2008, and a net loss of
$32,959,007 for the nine months ended September 30, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $37,031,430 and total liabilities of $44,800,992,
resulting in total shareholders' deficit of $7,769,562.
Accumulated deficit reached $206,869,901.

President and Chief Executive Officer Michael P. Whitman disclosed
in a regulatory filing dated November 14, 2008, that since the
company's inception, it has financed its operations primarily
through private placements of its preferred stock, unsecured
borrowings from its stockholders, a credit facility, the issuance
in March 2007 of its convertible notes in the aggregate principal
amount of $25.0 million and its initial public offering in October
2007, in which it received net proceeds, after underwriting
discounts and offering expenses, of approximately $42 million.
"In September 2008, we also received $12.5 million in up-front
license fees from our agreement with Intuitive [Surgical, Inc.]
An additional $7.5 million of milestone payments may become
payable to us contingent upon the successful achievement of
certain development milestones.  We expect to achieve the
development milestone necessary for us to receive the first $2.5
million milestone payment during the first half of 2009, and to
receive the remaining milestone payments by mid-to late 2010.  Our
principal sources of liquidity as of September 30, 2008 consisted
of cash and cash equivalents of $15.9 million and our accounts
receivable balance of
$1.6 million."

"We believe that our cash and cash equivalents, together with the
first milestone payment under our Intuitive agreement, which we
expect to receive during the first half of 2009, will be
sufficient to meet our anticipated cash requirements through the
fourth quarter of 2009, however, there can be no assurance in this
regard.  We have implemented plans to reduce our cash used in
operations through reductions in headcount and other spending
programs throughout the company.  Such costs include certain sales
and marketing costs, clinical research costs, employee bonuses,
professional education, and capital expenditures.  Our future cash
requirements will depend on many factors, primarily including our
ability to increase our sales and improve our gross margins, our
ability to achieve the development milestones under our agreement
with Intuitive and receive the related milestone payments and the
success of our recently announced restructuring initiative in
reducing our operating expenses.  Our ability to meet our
obligations in the normal course of business beyond 2009 will be
dependent on our increasing our customer and revenue base,
continuing to control expenses and securing additional external
financing which we are actively pursuing through various
structures.  We have no arrangements to obtain additional
financing, and there can be no assurance that such financing, if
required or desired, will be available in amounts or on terms
acceptable to us, if at all.  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?37a2

                    Changes in Management Team

Effective December 26, 2008, John Gandolfo resigned from his
position as Chief Financial Officer for personal reasons.  Mr.
Gandolfo will continue to maintain a close relationship with the
company in an advisory role through a portion of 2009.  In this
role, Mr. Gandolfo will continue to develop financing options for
PMI.  Patricia Steffan, vice president of finance at Power Medical
for the last seven years, acted as interim Chief Financial
Officer, effective December 26, 2008.  The company has initiated
an executive search for Mr. Gandolfo's replacement.

                 About Power Medical Interventions

Power Medical Interventions, Inc. -- http://www.pmi2.com/-- is
the world's sole provider of computer-assisted, power-actuated
surgical stapling products. PMI's Intelligent Surgical
Instruments(TM) enable less invasive surgical techniques to
benefit surgeons, patients, hospitals and healthcare networks. PMI
manufactures durable recyclable technology to reduce medical waste
and help keep the planet clean. The company was founded in 1999,
and is headquartered in Langhorne, Pennsylvania, with additional
offices in Germany, France, and Japan.


PRESS EX: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that Press Ex
Inc. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Florida.

Tampa Bay Business relates that Press Ex listed $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.  The report says that Press Ex's largest unsecured
creditors come from Elof Hansson Paper & Board of Elmsford and
Workman Properties of Clearwater, each owed about $250,000.
According to the report, Press Ex also owes $491,000 to 18 of its
largest creditors.

Press Ex leased a building at the Rubin Center in Clearwater in
January 2007, Tampa Bay Business states.  Published reports say
that it agreed to a 60-month lease at the time valued at $718,000.

Press Ex Inc. is a Clearwater printing company that offers 48-hour
turnaround services.  It offers in-house printing work of business
cards, flyers, posters and mail service using a pair of seven-
color presses.


RECYCLED PAPER: Seeks to Scrap Contract With "Out-of-Money" Owner
-----------------------------------------------------------------
Recycled Paper Greetings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to enter
orders:

   -- authorizing the rejection of a Corporate Services Agreement,
      dated December 5, 2005, between Recycled Paper Greetings,
      Inc. and Monitor Clipper Partners, LLC, nunc pro tunc, as of
      Jan. 2, 2009l;

   -- setting a deadline by which MCP must file any claims it has
      against the Debtors, including any claims arising from the
      rejection of, or related to, the Services Agreement that MCP
      may assert in RPG's Chapter 11 cases;

   -- establishing procedures for the timely disposition of
      the MCP Claim, if any; and

   -- disallowing any MCP Claim in its entirety or, in the
      alternative, estimating any MCP Claim at zero dollars for
      allowance, treatment and distribution purposes pursuant to
      such procedures.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., explains
that the termination of the Services Agreement is a necessary
component of the prepackaged Plan of Reorganization filed by RPG
on January 2, 2009.  As reported by the Troubled Company Reporter,
the Plan is premised on rival American Greeting Corporation's
acquisition of RPG.

Mr. Collins notes that absent the termination of the MCP Services
Agreement by February 28, 2009, American Greeting has the right to
terminate the agreement upon which the Plan is based, potentially
derailing a prepackaged plan supported by all of the Debtors'
constituencies except one -- MCP5 -- an out-of-the-money equity
sponsor and counterparty to the Services Agreement.

The Plan effectuates the restructuring of the Debtors by the
implementation of an Agreement, dated December 30, 2008, among
RPG, RPG Holdings and American Greetings Corporation, under which
the Debtors would be relieved of the debt incurred in connection
with MCP's leveraged buy-out of RPG in December 2005.  The Debtors
believe that the Plan and the Agreement represent the best
possible outcome for the Debtors' stakeholders.

The Prepetition Lenders hold approximately $207 million of secured
debt, incurred to effect MCP's highly leveraged majority share
acquisition of RPG in the LBO.  All of the Prepetition Lenders
have voted in favor of the POR, which provides for recoveries to
them that are substantially less than the amount of their secured
claims.  Thus, MCP's equity interests are worthless.  However,
despite the absence of any viable alternative to the POR, MCP has
set out on a course to derail the POR in an effort to unfairly
leverage its position as majority shareholder.  This comes through
clearly in MCP's press release issued on the Petition Date.

Mr. Collins notes that MCP caused RPG to enter into the Services
Agreement, which was a condition precedent to the LBO.  Thus, for
all intents and purposes, MCP was on both sides of the transaction
and "negotiated" the terms of the Services Agreement with itself.
Under the Services Agreement, MCP was to be paid a fee of
$500,000 per year in exchange for the possible provision of
advisory and other services to RPG, and MCP was entitled to the
reimbursement of certain expenses and, in certain circumstances,
MCP would receive a financial advisory fee, commonly known as a
"success fee," if certain transactions were completed.

The terms of the Services Agreement, according to Mr. Collins,
were not the product of arms' length negotiations but, rather,
were imposed on RPG by MCP as part of its "price" for doing the
LBO and have served as a means for MCP to siphon precious cash
from the Debtors despite their substantial performance shortfall
and precarious financial circumstances -- at a time when a
dividend almost certainly would have been illegal under Delaware
law.  The Services Agreement remains unduly burdensome to the
Debtors and provides no benefit to their estates.  If the
Services Agreement were permitted to stand, the Debtors would be
required to pay perpetual Annual Fees relating to "management and
advisory" services from MCP even though, among other things, (a)
MCP has not provided any services or assistance in the Debtors'
restructuring, (b) MCP would not be providing such services post-
reorganization and (c) certain of the tasks for which MCP could
earn a fee would require MCP to be retained as an estate
professional under section 327 of the Bankruptcy Code, which
approval is not being sought and would almost certainly not be
granted.  Accordingly, the Debtors seek to reject the Services
Agreement, nunc pro tunc, as of the Petition Date.

In addition, the Debtors anticipate, based on their numerous
inquiries to MCP and the Press Release, that MCP will assert a
claim.  Given that the Plan has been accepted by 100% of all
creditors entitled to vote, the quick disposition of this insider
claim is critical to the Debtors' successful restructuring,
Mr. Collins relates.  Pursuant to Section 9.1(d) of the Plan, it
is a condition precedent to the Effective Date of the Plan that
the MCP Claim either be disallowed in its entirety or estimated in
an amount acceptable to AG and each of the Administrative Agents
under the First Lien Credit Agreement and Second Lien Credit
Agreement, as applicable.  Pursuant to Section 3.4 of the
Agreement, if the Plan is not effective by February 28, 2009, AG
may terminate the Agreement.  Accordingly, RPG asserts that the
prompt disallowance of the MCP Claim or, alternatively, the
estimation of the MCP Claim for allowance, treatment and
distribution purposes is critical to the Debtors' successful
reorganization.

The Debtors intend to object to any MCP Claim and believe that any
such claim should be disallowed in its entirety or, alternatively,
estimated at zero dollars for allowance, treatment and
distribution purposes, pursuant to sections 502(b)(4) and 502(d)
of the Bankruptcy Code.

RPG has scheduled a Jan. 12 hearing on its proposal.  Objections
are due Jan. 9, 2008.

                       About Recycled Paper

Headquartered in Chicago, Illinois, Recycled Paper Greetings Inc.
designs, manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.  RPG is the
third largest greeting card company in North America.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 2, 2009 (Bankr. D. Del. Lead Case No. 09-10002).  Michael F.
Walsh, Esq. and Rachel Ehrlich Albanese, Esq., at Weil, Gotshal &
Manges LLP, represent as the Debtors' bankruptcy counsel.  Mark D.
Collins, Esq., Chun I. Jang, Esq., and Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., represents as the Debtors' local
counsel.  The Debtor proposed Rothschild Inc. as financial and
restructuring advisor and Kurtzman Carson Consultants 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.


RENEGY HOLDINGS: Posts $4.7 Mil. Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Renegy Holdings, Inc., posted a net loss of $4,732,000 for the
three months ended September 30, 2008, and a net loss of
$12,242,000 for the nine months ended September 30, 2008.

Robert W. Zack, executive vice president and chief financial
officer, disclosed in a regulatory filing dated November 14, 2008,
that the company had incurred significant losses and negative cash
flows since inception.

The company has financed its operations and the construction of a
24-megawatt facility near Snowflake, Arizona primarily through the
issuance of bonds, borrowings under construction and term loans
with a bank, cash and short-term investments, sale proceeds,
equity infusions, proceeds from the issuance of convertible debt,
and borrowings under a line of credit.  The Snowflake plant is
currently generating and selling commercial power to Arizona
Public Service Co. and Salt River Project in accordance with the
terms of power purchase agreements with those parties.

According to Mr. Zack, the company has significant negative cash
flows due to (i) the Snowflake plant operations not yet fully
stabilizing, (ii) costs of biomass fuel aggregation, (iii)
corporate overhead, and (iv) interest payment obligations. "The
company is aggressively seeking third party debt and equity
financing and is negotiating a potential sale of the company.
Additionally, the company is negotiating a potential transaction
to monetize production tax credits and other tax attributes of its
Snowflake plant. No assurance can be given that the company will
be able to secure additional financing on acceptable terms, or at
all, or that a sale of the company will occur."

Mr. Zack related that the company's cash balances, along with any
cash generated from its Snowflake operations, are not sufficient
to continue to meet its liquidity requirements.  "[In addition],
disruptions in the capital and credit markets experienced during
2008 have adversely affected our ability to raise equity capital
or borrow money from banks or other potential lenders.  If the
company is unable to secure additional financing . . . in the very
near future, or otherwise extend the company's cash resources, the
company would be forced to cease operations.  [These] conditions
raise substantial doubt about the company's ability to continue as
a going concern."

As of September 30, 2008, the company's balance sheet showed total
assets of $88,037,000, total liabilities of $68,836,000, and total
stockholders' equity of $19,201,000.  The company's balance sheet
also showed strained liquidity with total current liabilities of
$14,109,000 exceeding total current assets of $12,171,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37a4

                   Comerica Credit Pact Amended

On November 26, 2008, the company entered into a second
modification to its credit agreement with Comerica Bank, Robert M.
Worsley, Christi M. Worsley, the Robert M. and Christi M. Worsley
Revocable Trust, NZ Legacy, LLC, and New Mexico & Arizona Land
Company, LLC, to modify certain terms and conditions of the
company's credit agreement with Comerica entered into March 28,
2008, as modified by the first modification to the credit
agreement on November 14, 2008.

Among other things, the Second Modification includes these changes
to the terms and conditions of the Credit Agreement: (i) Comerica
agrees to increase the non-revolving line of credit facility
amount under the Credit Agreement from $6,200,000 to $6,500,000
and (ii) delivery of $3,000 to Comerica as consideration for
increasing the maximum amount to be borrowed.

A full-text copy of the Second Modification is available for free
at: http://researcharchives.com/t/s?37a3

                     $12.3 Million Financing

In a press release dated January 2, 2009, Renegy Holdings
disclosed that it executed an agreement to secure $12.3 million of
tax equity financing from an institutional equity investor in
exchange for a partial interest in its 24-megawatt Snowflake
biomass power generation facility.  The tax equity investment,
which is expected to close in mid-January, will provide the
investor with access to the federal production tax credits,
depreciation benefits and certain cash flows that will be
generated by Renegy's Snowflake plant over the next 10 years.
Renegy also announced plans to downsize the number of its
employees by 47% and restructure its business with the objective
of positioning the company to fully fund its operations through
future cash flows generated by the Snowflake plant.

"Closing this financing transaction will allow us to monetize the
tax attributes of our Snowflake plant that we are unable to take
advantage of today, and apply these funds toward improving our
financial outlook as we move into 2009," Bob Worsley, Chairman and
CEO of Renegy, stated in a press release.

The closing of the transaction is contingent upon approval of the
Federal Energy Regulatory Commission, and upon term conversion of
the company's project debt with CoBank.  CoBank has agreed to term
conversion, subject to the establishment of a debt service reserve
in the approximate amount of $2.76 million.  Comerica Bank is
expected to issue a letter of credit in that amount for the
account of the company in order to satisfy the DSR requirement,
and Mr. Worsley has agreed with the company to reimburse Comerica
directly for any amounts drawn on the letter of credit.

Meridian Investments, Inc., acted as the exclusive investment
advisor to Renegy in managing the tax equity transaction.  Renegy
plans to use funds from the tax equity investment to:

   -- Repay all funds borrowed under its line of credit with
      Comerica Bank;

   -- Fund final outstanding construction and start-up costs
      associated with completion of the Snowflake facility;

   -- Fund certain cash reserve accounts; and

   -- Pay severance and other costs associated with executing its
      restructuring plans.

Renegy's restructuring plans call for significant cost cutting
measures that include substantially decreasing its corporate
overhead, reducing its business development activities until
conditions in the capital and credit markets improve, and
narrowing the scope of its operations to focus on operating its
Snowflake plant.  As part of these initiatives, the company is
pursuing a reduction in force focused primarily on corporate and
administrative personnel, including certain executive officer and
other senior management positions.  By early January, Renegy plans
to reduce its workforce to a total of 48 employees, of which seven
employees will constitute its corporate staff, representing a 47%
reduction in force compared with 90 employees at September 30,
2008.  Additional layoffs may ensue during the first quarter of
2009.  Staff reductions are being carefully targeted to maintain
focus and minimize any impact on the continued operations of the
company's Snowflake plant and its associated fuel aggregation
business.

Additionally, as part of its restructuring activities, the company
is actively pursuing a strategy that will enable it to deregister
its common stock and delist from the NASDAQ Capital Market in
order to terminate its associated reporting obligations with the
Securities and Exchange Commission and eliminate the significant
costs of being a listed public reporting company.

The company expects to record restructuring charges of
approximately $2.0 million, the majority of which will be recorded
in the first quarter of 2009.  The company anticipates there will
be additional future costs relating to the continued evaluation of
its business and its goal of further reducing expenses.  To help
minimize the costs associated with its restructuring activities,
Renegy's senior executives have agreed to modifications of their
employment agreements providing for both a reduction in and
deferral of severance compensation. Further, President and Chief
Operating Officer Hugh Smith, Chief Financial Officer Rob Zack and
Senior Vice President, Business Development & Public Affairs Scott
Higginson all moved to a part-time status with the company
effective January 3, 2009, with the intent of phasing out their
positions over the next few months.

Renegy Holdings entered into letter agreements on December 18,
2008, amending employment agreements with Messrs. Smith, Zack, and
Higginson.  Among others, the letter agreements provide that:

   -- Mr. Smith's employment with the company is reduced to part-
      time status effective January 3, 2009. Mr. Smith continues
      to serve as the company's President and Chief Operating
      Officer and is obligated to dedicate a minimum of nine
      hours per week to the company. He will be paid $1,600 per
      week plus $165 per hour for any time in excess of nine
      hours per week.

   -- Mr. Zack's employment with the company is reduced to part-
      time status effective January 3, 2009. Mr. Zack continues
      to serve as the company's Chief Financial Officer and
      Executive Vice President and is obligated to dedicate a
      minimum of eight hours per week to the company. He will be
      paid $1,000 per week plus $125 per hour for any time in
      excess of eight hours per week.

   -- Mr. Higginson's employment with the company is reduced to
      part-time status effective January 3, 2009, and Mr.
      Higginson no longer serves as an officer of the company as
      of January 3.  Mr. Higginson is obligated to dedicate a
      minimum of eight hours per week to the company. He will be
      paid $1,200 per week plus $150 per hour for any time in
      excess of eight hours per week.

The remaining corporate staff has begun to assume the
responsibilities of Messrs. Smith, Zack, and Higginson's
positions.  Renegy also terminated its corporate headquarters
lease effective December 31, 2008, to further reduce operating
expenses, and is returning to a smaller office located in Mesa,
Arizona.

"Our corporate infrastructure had been established to position the
company for rapid growth in the biomass power generation industry
using access to the capital and credit markets to execute our
vision," commented Mr. Worsley.  "However, turbulent conditions in
the financial markets over the course of 2008 negatively impacted
our ability to secure the funding necessary to pursue our planned
growth strategy and maintain our overhead costs.  As a result, we
are taking aggressive steps to significantly downsize our
operations and position the company to become a self-sustaining
business with the cash flow generated by our Snowflake plant.
While these decisions are never easy, especially when layoffs
ensue, we believe we are taking the appropriate actions to reduce
our losses and preserve the cash flow necessary for us to weather
this difficult economic environment."

Renegy believes the actions it is taking will strengthen its
Snowflake power generating asset and contribute to the plant's
continued success.  Renegy also plans to continue exploring other
strategic alternatives for the business, including a potential
sale of the company.

                       About Renegy Holdings

Renegy Holdings, Inc., -- http://www.renegy.com/-- based in Tempe,
Arizona, is a renewable energy company engaged in biomass power
generation utilizing wood waste as a primary fuel source.
Renegy's current biomass power generating assets include a 24-MW
facility near Snowflake, Arizona that commenced commercial
operations in June 2008, and an idle 13-MW biomass plant in
Susanville, California.  Renegy's other business activities
include an established fuel aggregation and wood products
division, which collects and transports forest thinnings and woody
waste biomass fuel to its power plants, and which sells logs,
lumber, shaved wood products and other high value wood by-products
to provide additional value to its primary business operations.


REVELSTOKE CDO: S&P Downgrades Rating on Class A-3 Notes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2 and A-3 notes from Revelstoke CDO I Ltd.  S&P removed
the rating on the class A-3 notes from CreditWatch with negative
implications.  The class A-2 rating remains on CreditWatch
negative, indicating a heightened likelihood of further
downgrades.  At the same time, S&P affirmed the 'AAA' rating on
the class A-1 notes.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch with negative
implications or have significant exposure to assets rated in the
'CCC' category.

The two downgraded tranches have a total issuance amount of
$310 million.  Revelstoke CDO I Ltd. is a U.S. cash flow high-
grade structured finance collateralized debt obligation of asset-
backed securities that was collateralized at origination primarily
by 'AAA' through 'A' rated tranches of residential mortgage-backed
securities and other SF securities.  The CDO downgrades reflect a
number of factors, including credit deterioration and recent
negative rating actions on U.S. subprime RMBS.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 4,104 tranches from 919 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 990 ratings from 446 transactions are
currently on CreditWatch with negative implications for similar
reasons.  In all, S&P has downgraded $488.531 billion of CDO
issuance.  Additionally, S&P's ratings on $10.470 billion of
securities have not been lowered but are currently on CreditWatch
with negative implications, indicating a heightened likelihood of
future downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                          Rating Actions

                                      Rating
                                      ------
    Transaction            Class  To             From
    -----------            -----  --             -----
    Revelstoke CDO I Ltd.  A-2    BBB/Watch Neg  A+/Watch Neg
    Revelstoke CDO I Ltd.  A-3    CC             CCC-/Watch Neg

                         Rating Affirmed

               Transaction            Class  Rating
               -----------            -----  ------
               Revelstoke CDO I Ltd.  A-1    AAA

                      Other Rating Reviewed

               Transaction            Class  Rating
               -----------            -----  ------
               Revelstoke CDO I Ltd.  B      CC


RXELITE INC: Posts $10.9 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
RxElite, Inc., posted a net loss of $10,965,762 for the three
months ended September 30, 2008, compared with a net loss of
$3,163,017 for the same period a year earlier.  For the nine
months ended September 30, 2008, the company posted a net loss of
$24,395,201, compared with a net loss of $12,325,534 for the same
period a year earlier.

In a regulatory filing dated November 14, 2008, Shannon M. Stith,
vice president finance, disclosed that as of September 30, 2008,
the company had current assets of $8,315,839, including cash and
equivalents of $1,348,216, accounts receivable of $987,229,
inventory of $5,172,498 and other current assets of $807,896.
"As of September 30, 2008, we had current liabilities of
$11,753,181, consisting primarily of accounts payable of
$7,794,452, accrued rebates of $612,538, accrued interest expense
of $543,750, and accrued payroll expenses of $780,551, and notes
payable to former preferred shareholders of $1,555,623. As a
result, as of September 30, 2008, we had a working capital deficit
of $3,437,342."

"We have funded our operating losses primarily from proceeds from
the sale of our common stock and proceeds from the issuance of
convertible debentures and notes payable to related parties."

"The company has incurred losses since inception and may continue
to incur losses for the foreseeable future. These conditions raise
substantial doubt about the ability of the company to continue as
a going concern. The company's business plan anticipates that its
immediate future activities will be funded from operations. The
company is currently seeking strategic alternatives for future
growth and continued operations. These alternatives include but
are not limited to the sale of a subsidiary, joint venture, and
sale of some or all of the company to outside groups."

As of September 30, 2008, the company's balance sheet showed total
assets of $33,029,092, total liabilities of $18,958,181 and total
stockholders' equity of $14,070,911.  Accumulated deficit reached
$53,030,881.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?378b

             Minrad Terminates Distribution Agreement

On November 21, 2008, Minrad International Inc. notified the
company that the Exclusive Manufacturing and Distribution
Agreement dated June 9, 2004, as amended, between RxElite Holdings
and Minrad terminated for non-payment of outstanding amounts.

The agreement provided, among other things, that RxElite Holdings
be Minrad's exclusive distributor of the anesthetic gases
Enflurane, Isoflurane and Sevoflurane in the United States human
market and be granted the exclusive right to purchase other
generic inhalation anesthetic products and Isoflurane for
distribution for veterinary uses in the United States.

In a press release, RxElite said it will continue to supply
products to its customers from existing inventory while working
through supply arrangements from alternative sources. RxElite will
work closely with its customers and vendors to ensure an ongoing
supply of RxElite's key anesthetic gas products.

           Earl Sullivan Appointed New President & CEO

On November 21, 2008, Jonathan Houssian resigned as President and
Chief Executive Officer of the company and assumed the position of
Senior Vice President of Sales and New Business Development. On
the same date, the Board of Directors of the company appointed
Earl Sullivan as President and Chief Executive Officer.  Mr.
Sullivan, 36, has served as chief operating officer since
October 11, 2007, and from July 13, 2007 to October 11, 2007, as
executive vice president of operations.  Mr. Sullivan has been the
executive vice president of RxElite Holdings since May 2002.

Effective December 5, 2008, Mr. Houssian resigned his positions as
a director and an officer of the company and RxElite Holdings.

                          About RxElite

RxElite, Inc. -- http://www.RxElite.com/-- develops,
manufactures, and markets generic prescription drug products in
specialty generic markets. These markets include products in the
areas of anesthesia, sterile liquid dose drugs (including
respiratory inhalation drugs, ophthalmics, and injectable drugs),
and complex active pharmaceutical ingredients.


SALLY BEAUTY: Bank Loan Sells at Substantial Discount
-----------------------------------------------------
Participations in a syndicated loan under which Sally Beauty Co.
is a borrower traded in the secondary market at 68.40 cents-on-
the-dollar during the week ended January 2, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.00 percentage points
from the previous week, the Journal relates. Sally Beauty Co. pays
interest at 250 points above LIBOR. The bank loan matures on
November 18, 2013. The bank loan carries Moody's B2 rating and
Standard & Poor's BB rating.

Based in Denton, Texas, Sally Beauty Holdings Inc. (NYSE: SBH) --
http://www.sallybeautyholdings.com/-- is an international
specialty retailer and distributor of professional beauty
supplies.  Through the Sally Beauty Supply and Beauty Systems
Group businesses, the company sells and distributes through over
3,500 stores, including approximately 200 franchised units,
throughout the United States, the United Kingdom, Canada, Puerto
Rico, Mexico, Japan, Ireland, Spain and Germany.

Beauty Systems Group stores, branded as CosmoProf or Armstrong
McCall stores, along with its outside sales consultants, sell up
to 9,800 professionally branded products including Paul Mitchell,
Wella, Sebastian, Goldwell, and TIGI which are targeted
exclusively for professional and salon use and resale to their
customers.


SARIDAKIS CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Saridakis Construction, Inc.
        654 S Irena Avenue
        Redondo Beach, CA 90277

Bankruptcy Case No.: 09-10214

Type of Business: The Debtor operates a construction company that
                  offers remodeling and restoration services.

Chapter 11 Petition Date: January 6, 2009

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Michael Jay Berger, Esq.
                  mikeberger@aol.com
                  9454 Wilshire Blvd., 6th Flr.
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805

Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million

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

The petition was signed by Lisa Saridakis, chief financial officer
and secretary of the company.


SKYPOSTAL NETWORKS: Posts $1.3MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
SkyPostal Networks, Inc., posted a net loss of $1,362,762 for the
three months ended September 30, 2008, compared with a net loss of
$654,006 for the same period a year earlier.  The company posted a
net loss of $2,003,994 for the nine months ended September 30,
2008.  The increase in net loss in the quarter ended September 30,
2008 compared with the prior year is largely due to the operating
loss of $1,273,777 for the period.  Total non-recurring, non-cash
gains of $1.6 million on the adjustment to the value of the put
option and put of 160,000 shares in the second quarter of 2008
reduced the net loss.

In a regulatory filing dated November 14, 2008, Chief Executive
Officer Albert Hernandez disclosed that the company has incurred
operating losses from operations of $3,145,180 in the nine months
ended September 30, 2008, and cash flow from operations has been
negative for each of the quarters of 2008.  "These factors raise
substantial doubt about the company's ability to continue as a
going concern."

"The company's cash position at September 30, 2008 was $497,269.
The company has arranged a line of credit of $1,200,000 with a
factor with whom it has previously worked.  Subject to
satisfactorily completing due diligence, the company can borrow up
to eighty percent of the value of eligible receivables.  This line
may provide cash to the company for a certain period of time but
it does not represent a long term solution.  The company is
exploring several other alternatives for financing and additional
equity capital but there can be no assurances that these efforts
will be successful.  Management has also identified opportunities
to lower operating and administrative costs and increase revenue
in an effort to reduce the current negative cash flow.  These
measures include payroll reduction, implementation of programs to
increase efficiency of sorting operations and curtailment of
general expenses."

"As of September 30, 2008, the company had no indebtedness, with
the exception of a share option agreement entered into with a
shareholder on April 1, 2007 and a non-compete agreement entered
into with the same shareholder beginning April 1, 2008."

"In addition to solving the immediate cash shortage, the company
intends to seek out future acquisitions in order to achieve
operating income sufficient to cover other expenses and achieve a
net profit.  To complete [these] acquisitions, the company may
require additional financing for which the company has no
financing commitments and for which management believes no
assurances can be given that such financing commitments will be
obtained.  The company also plans to seek out new customers and to
increase business with existing customers as additional means to
increase tonnage and reach profitability."

As of September 30, 2008, the company's balance sheet showed total
assets of $4,226,091, total liabilities of $1,700,978, and total
stockholders' equity of $2,525,113.  Accumulated deficit reached
$15,879,339.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3794

                           CFO Resigns

Clement Harary, the company's chief financial officer, resigned
his position effective November 30, 2008, to pursue other
interests.  There were no disagreements between the company and
Mr. Harary on any accounting, or other, policies or practices.

A.J. Hernandez, the company's chief operating officer, will assume
the CFO responsibilities.

                         About SkyPostal

SkyPostal Networks, Inc. -- http://www.skypostal.com/-- is an
international wholesale mail distribution company that specializes
in hand delivery of commercial mail, periodicals and parcel post
into the Latin America-Caribbean (LAC) region. SkyPostal is the
largest private postal network in Latin America, delivering more
than 60 million mail items each month through its network of local
private postal operators. SkyPostal handles mail from European
postal administrations, major publishers, mail consolidators,
international mailers and financial institutions that require
time-defined and reliable delivery of their mail, magazines and
mail order parcels.


SMART MOVE: Sept. 30 Balance Sheet Upside Down by $563,382
----------------------------------------------------------
Smart Move, Inc., reported a net loss of $3.8 million in the third
quarter of 2008, compared with a net loss of $3.2 million in the
third quarter of 2007. For the nine months ended Sept. 30, 2008,
the company reported a net loss of $10 million compared with a net
loss of $7.1 million in the same period in 2007.  The company
noted that approximately 58% of the third quarter net loss
reflected net non-cash items compared to approximately 42% for the
same period in 2007.

Chris Sapyta, president and CEO, disclosed in a regulatory filing
dated November 14, 2008, that the company has sustained
substantial operating losses since inception and has used
substantial amounts of working capital in its operations.  "These
conditions raise substantial doubt in the company's ability to
continue as a going concern.  Realization of a major portion of
the assets reflected on the accompanying balance sheet is
dependent upon continued operations of the company which, in turn,
is dependent upon the company's ability to meet its financing
requirements and succeed in establishing profitability of its
future operations.  Management's plans include increasing revenue
opportunities directly through new marketing programs targeted to
the relocation industry, partnerships with van lines and other
strategic alliances.  The company has implemented an affiliate
program designed to work with local movers to use its services to
provide inter-state moves.  In addition, the company is working
with corporate relocation companies to use its services for their
corporate customers.  The company's Board of Directors has
authorized management to explore the full range of strategic
alternatives available to address financing objectives and enhance
shareholder value.  The alternatives being pursued include raising
capital through commercial loans, equipment leasing transactions
and additional public or private offerings of the company's
securities.  Concurrently, the company will evaluate cost control
measures such as restructuring current debt obligations,
reductions of workforce, changes in storage options and changes in
transportation providers.  The company expects to increase its
revenues during fiscal 2008.  However, there can be no assurance
that the anticipated revenues and corresponding cash flows will
materialize.  At March 31, 2008, the company indicated that it
would require additional funding of approximately $2,500,000
during 2008 in order to finance its operations, make debt payments
and implement its business plan.  During the second and third
quarters of 2008, the company received $2,005,000 of this
necessary funding including $750,000 from the Operating and
Security Agreement, $505,000 from the May 2008 private placement
of Secured Notes, and $750,000 from an equity investment.  As of
November 14, 2008, the company has yet to secure commitments to
fulfill the balance of its projected $2,500,000 requirement."

At September 30, 2008 the company had an accumulated deficit of
$24,023,642 and negative working capital of $11,000,790.

"As of September 30, 2008, we were in default with respect to
$6,779,153 or approximately 45% in principal amount of our
outstanding convertible promissory notes.  Our significant debt
requires us to use our limited cash flow for the payment of these
debt obligations.  These large debt service payments as well as
the amounts of interest converted to equity have caused us to
incur significant interest expense which has increased our
historical net loss and will increase our current and future net
loss," Mr. Sapyta said.

As of September 30, 2008, the company's balance sheet showed total
assets of $15,657,322, total liabilities of $16,220,704, and total
shareholders' deficit of $563,382.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?378e

                           Bridge Loan

On November 26, 2008, a Bridge Loan Agreement was entered into
between the company and John Thomas Bridge & Opportunity Fund,
L.P. in the principal amount of $300,000 with a maturity date of
March 31, 2009.  The agreement contains provisions for earlier
mandatory prepayment if one or more new financings aggregating
$5,000,000 are consummated prior to the March 31, 2009, stated
maturity date.  The bridge loan terms also provide for a further
extension of up to two months for repayment if required to
complete new financings.  The loan bears interest at the rate of
10% per annum, also due and payable at maturity.  The bridge loan
is unsecured and provides Smart Move with working capital to meet
short-term needs while the company pursues opportunities for long-
term funding or financing for its working capital requirements.
The company paid two placement agent that are registered FINRA
brokers an aggregate fee equal to 12% of the gross proceeds at the
closing of the bridge loan.

In connection with the bridge loan funding and as additional risk-
related consideration agreed to be paid to the lender for making
the short-term loan on an unsecured basis, the company issued its
unsecured 10% debenture and also agreed, subject to satisfaction
of all listing requirements of the American Stock Exchange, to
issue certain equity consideration in the form of restricted
securities.

The company also agreed to issue a three-year common stock
purchase warrant to acquire 200% of the common shares issued at an
exercise price per share equal to 150% of the issue price.

The company and the investor also entered into a Registration
Rights Agreement.

A full-text copy of the Bridge Loan Agreement is available for
free at: http://researcharchives.com/t/s?378f

A full-text copy of the Debenture Agreement is available for free
at: http://researcharchives.com/t/s?3790

A full-text copy of the Warrant to Purchase Common Stock is
available for free at: http://researcharchives.com/t/s?3791

A full-text copy of the Registration Rights Agreement is available
for free at: http://researcharchives.com/t/s?3793

                        About Smart Move

Smart Move, Inc., is a logistics company providing services
through deployment of a fleet of company owned, SmartVault(TM)
shipping containers to execute the movement of goods.  Smart Move
utilizes its proprietary and licensed technologies to manage its
fleet of assets, providing superior security, scheduling
flexibility and expedited service on behalf of its customers and
alliance partners.  Smart Move sells its services direct to moving
consumers, and provides moving capacity and guaranteed logistic
services to van lines and agents nationwide.  Smart Move has
operations in the top 60 cities in the USA and can service over 92
percent of the US population.


SMITTY'S BUILDING: Wants to Access $16 Million BofA DIP Facility
----------------------------------------------------------------
Smitty's Building Supply Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Eastern District of
Virginia for authority to obtain as much as $16.0 million in
debtor-in-possession financing under the postpetition credit and
security agreement with Bank of America, N.A., as lender.

The Debtors owe $12.3 million in loans plus interests, cost and
interest to the lender as of their bankruptcy filing.

The Debtors said the proposed postpetition financing is comprised
of (i) a $10.5 million revolving loan note; and (ii) $5.5 million
senior term loan note.  The DIP facilities will mature by
Aug. 15, 2009.

Proceeds of the facilities will be used to (i) repay in full all
prepetition obligations as of the Debtors' bankruptcy filing, and
(ii) provide working capital, costs and professionals fees.

Under the agreement, the DIP loans incur interest at BBA 1-month
LIBOR + 450 basis points.

To secure their DIP obligations, the lender will be granted
superiority claims status on account of the obligations under the
credit agreements.  There is a $250,000 carve-out for payment of
fees and expenses incurred by professionals retained by the
Debtors.

A hearing is set for Feb. 28, 2009, at 9:30 a.m., to consider
approval of the Debtors' request.

A full-text copy of the revolving loan note is available for free
at: http://ResearchArchives.com/t/s?379a

A full-text copy of the term loan note is available for free
at: http://ResearchArchives.com/t/s?379b

A full-text copy of the postpetition credit and security agreement
is available for free at:

              http://ResearchArchives.com/t/s?379d

A full-text copy of the 13-week cash flow budget is available for
free at: http://ResearchArchives.com/t/s?379d

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Kristen E.
Burgers, Esq., and Lawrence Allen Katz, Esq., at Venable LLP,
represent the Debtors in their restructuring efforts.  Epiq
Bankruptcy Solutions LLC serves as the Debtors' claims agent.
When the company filed for protection from their creditors, they
listed assets and debts between $10 million and $50 million in
their filing.


ST. SIMONS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: St. Simons Lodging, LLC
        fka Joe McDonough, LLC
        dba The Ocean Lodge Hotel
        907 Beachview Drive
        St. Simons Island, GA 31522

Bankruptcy Case No.: 08-21445

Chapter 11 Petition Date: December 31, 2008

Court: Southern District of Georgia (Brunswick)

Judge: John S. Dalis

Debtor's Counsel: Carole T. Hord, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1100 Peachtree Street, N.W., Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 681-3450
                  Fax: (404) 681-1046

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Comvox Systems, LLC            trade debt        $34,000
5570-403 Florida Mining Blvd.
S., Jacksonville, FL 32257

Points North                   trade debt        $7,990
568 Peachtree Parkway
Cumming, GA 30041

Cardmember Service             trade debt        $5,330
P.O. Box 15153
Wilmington, DE 19886-5153

The Westport Group             trade debt        $5,000

Atlanta Business Chronicle     trade debt        $3,495

Quantum Communications         trade debt        $3,280

Tuxedo Road                    trade debt        $3,100

Hambright & Associates Design  trade debt        $2,806
Inc.

Georgia Power                  trade debt        $2,801


Atcomm Publishing              trade debt        $2,401

Franklin Security Premium      trade debt        $825
Finance

Southern Distinction Magazine  trade debt        $750

Sysco                          trade debt        $637

Rent All of Glynn Party Store  trade debt        $548

St. Simons Seafood, Inc.       trade debt        $388

Super Soaker Irrigation and    trade debt        $350
Landscape

Hasty's Communications East,   trade debt        $336
Inc.

Dade Paper & Bag Co.           trade debt        $230

Southland Waste Systems        trade debt        $222
- Brunswick

Premier Printing               trade debt        $187

The petition was signed by Joseph N. McDonough, manager of the
company.


STERLING GENERATION: Case Summary & 10 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Sterling Generations, LLC
        4393 Commons Drive East
        Destin, FL 32541

Bankruptcy Case No.: 09-50004

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Florida (Panama City)

Judge: Lewis M. Killian Jr.

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  long@chesserbarr.com
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, FL 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Central Progressive Bank       final judgment    $15,814,566
111 North Oak Street
Hammond, LA 70401

Peggy C. Brandon               taxes owed        $77,583
PO Box 2285
Panama City, FL 32402

AI Group                       trade debt        $15,050
3424 Peachtree Dr., Ste.1600
Atlanta, GA 30326

American Arbitration Assn.     services rendered $6,950

L3 Communications Titan Corp.  trade debt        $3,840

Reece Hoopes and Fincher       services rendered $3,604

Atlantic Hospitality Advisors  trade debt        $3,540

Bishops Family Buffet          arbitration award $2,250

Wilson Price Barranco          services rendered $1,300

Plymouth Park Tax Services LLC tax lien          unknown

Tuba IV LLC                    tax lien          unknown

The petition was signed by managing member Garret McNeil.


SUPERIOR OFFSHORE: Wants Case Converted to Chapter 7 Liquidation
----------------------------------------------------------------
Louis E. Schaefer, Jr., and Schaefer Holdings LP, creditor and
equity holder of Superior Offshore International Inc., ask the
United States Bankruptcy Court for the Southern District of Texas
to convert the Debtor's Chapter 11 restructuring case to Chapter 7
liquidation proceeding.

Mr. Schaefer says there is no reasonable likelihood that a plan
will be confirmed.  He said that amended Chapter 11 plan filed by
the Debtor on Dec. 23, 2008, is defective.  The amended plan will
not yield and equal or higher payout to claimants that would a
case under Chapter 7, Mr. Schaefer asserts.

According to Mr. Schaefer, the amended plan violated the fair and
equitable requirements of Section 1129 of the United States
Bankruptcy Code.  He points out, among other things, that the
amended plan improperly provide for the treatment of Class 7 and 8
claims because the procedure for the claims in not to be
determined until postconfirmation.

Mr. Schaefer asserts that the Chapter 7 will maximize the value to
creditors and will eliminate unnecessary administrative expenses
incurred by various committees and professionals in the Debtor's
case.

                      About Superior Offshore

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.  Superior Offshore International, Inc.,
filed for bankruptcy protection on April 24, 2008 (Bankr. S.D.
Tex. Case No. 08-32590).  The Debtors listed total assets of
$67,587,927 and total liabilities of $54,359,884 in its schedules.
David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at
Porter & Hedges LLP, represent the Debtor as counsel.  The U.S.
Trustee for Region 7 appointed five creditors to serve on an
Official Committee of Unsecured Creditors.  Douglas S. Draper,
Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow Lewis, represent the Committee as
counsel.  As of June 23, 2008, the Debtor has $67,587,927 in total
assets and $54,359,884 in total debts.


T3 MOTION: Posts $2.6 Million Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
T3 Motion, Inc., posted a net loss of $2,695,183 for the three
months ended September 30, 2008, compared with a net loss of
$1,745,964 for the same period a year earlier.

Ki Nam, chairman of the board and chief executive officer, and
Kelly Anderson, executive vice president and chief financial
officer, disclosed in a regulatory filing dated November 14, 2008,
that the company has sustained operating losses since its
inception on March 16, 2006, and has used substantial amounts of
working capital in its operations.  "Further, at September 30,
2008, accumulated deficit amounted to $20,285,274.  These factors
raise substantial doubt about the company's ability to continue as
a going concern for a reasonable period of time."

"Management believes that its current sources of funds and liquid
assets will allow the company to continue as a going concern
through at least the end of 2008.  The company started selling its
vehicles in 2007 and it has obtained equity financing, net of
offering costs, in 2008 from third parties of $6,669,163 through
September 30, 2008, and may raise additional debt or equity
capital to finance future activities during 2009. As of
October 31, 2008, the company had $42,930 in cash and cash
equivalents.  The company intends to raise additional debt or
equity capital in order to generate cash required to continue as a
going concern.  In light of these plans, management is confident
in the company's ability to continue as a going concern."

As of September 30, 2008, cash and cash equivalents were $174,839,
or 2.4% of total assets compared to $4,932,272, or 64.7% of total
assets as of December 31, 2007.  The decrease in cash and cash
equivalents during the nine months ended
September 30, 2008, was primarily attributable to increase of net
cash used in operating and investing activities offset in part by
equity financing from sale of stock.

As of September 30, 2008, the company's balance sheet showed total
assets of $7,416,767, total liabilities (all current) of
$4,272,821, and total stockholders' equity of $3,143,946.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37a7

               Promissory Note Maturity Date Extended

T3 Motion issued to Immersive Media Corporation a Promissory Note
dated as of December 31, 2007, in the original promissory note
amount of $2,000,000.  The company and the Lender agreed to extend
the maturity date the outstanding balance of $1,000,000 from
December 31, 2007 to March 31, 2009.

In the event that the company receives (i) $10,000,000 or more in
a private placement financing or (ii) $15,000,000 or more in
equity financing at any time after December 19, 2008, and before
March 31, 2010, the Note will become immediately due and payable.

All interest accrued on the Note and the company's payables to
certain parties will be repaid immediately after the company's
receipt of proceeds from a lender of a pending bridge debt
financing.

The Lender will receive warrants to purchase up to 250,000 shares
of the company's common stock at $2.00 per Share, for extending
the Note.  The terms of the Warrants will be substantially similar
to the warrants to be issued by the company in its next equity
financing.  The Lender will receive a Warrant to purchase 50,000
Shares if the Note is not repaid by March 31, 2009.  For every
month that the Note remains outstanding thereafter, the Lender
will receive an additional Warrant for 16,667 Shares.

A full-text copy of the Amendment is available for free at:

               http://researcharchives.com/t/s?37a8

                          About T3 Motion

T3 Motion, Inc., develops and manufactures T3 vehicles, which are
electric three-wheel stand-up vehicles that are directly targeted
to the public safety and private security markets.  T3 vehicles
have been designed to tackle a host of daily professional
functions, from community policing to patrolling of airports,
military bases, campuses, malls, public event venues and other
high-density areas.


TARGA RESOURCES: Bank Loan Continues to Sell at Discount
--------------------------------------------------------
Participations in a syndicated loan under which Targa Resources
Inc. is a borrower traded in the secondary market at 64.17 cents-
on-the-dollar during the week ended January 2, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.00 percentage points
from the previous week, the Journal relates. Targa Resources Inc.
pays interest at 200 points above LIBOR. The bank loan matures on
October 31, 2012. The bank loan is unrated.

As reported reported in the Troubled Company Reporter on January
2, 2009, participations in the bank loan traded in the secondary
market at 66.17 cents-on-the-dollar during the week ended December
26, 2008.

Targa Resources, Inc. is headquartered in Houston, Texas.

As of March 31, 2008, TRI had consolidated total assets of $3.6
billion and LTM EBITDA of approximately $377 million. On a
consolidated basis, it owns or operates approximately 11,000 miles
of natural gas pipelines, approximately 700 miles of NGL
pipelines, and 22 natural gas processing plants with access to
natural gas supplies in the Permian Basin, north Texas, onshore
southern Louisiana, and the Gulf of Mexico. In addition, TRI has a
NGL logistics and marketing business, with 16 storage, marine and
transport terminals with above ground NGL storage capacity of
approximately 900 MBbl, net NGL fractionation
capacity of approximately 300 MBbl/d, and NGL storage wells with a
capacity of approximately 67 MMBbl.

TRI owns 24.5% of the outstanding units and the 2% GP interest in
Targa Resources Partners LP (NGLS). Because it is the GP and
therefore has control, TRI consolidates NGLS in its financial
statements. NGLS' assets include natural gas gathering and
processing operations in north Texas, the Permian Basin, and
southwest Louisiana. NGLS had total assets of approximately $1.5
billion and LTM EBITDA of approximately $199 million as of
March 31, 2008.


TD ROWE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: TD Rowe Amusements, Inc.
        aka TD Rowe (Detroit)
        aka TD Rowe of N CA
        dba Coin Amusement
        aka TD Rowe Corp
        aka T.D. Rowe
        aka TD Rowe El Paso
        aka TD-Rowe
        aka TD Rowe (Dallas)
        aka TD Rowe (Los Angeles)
        aka TD Rowe (El Paso)
        aka TD Rowe/Oakland
        aka T.D. Rowe - Los Angeles
        aka TD Rowe Corporation
        3315 West 12th Street
        Houston, TX 77008

Bankruptcy Case No.: 08-15638

Chapter 11 Petition Date: December 15, 2008

Court: Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: Sam G. Bratton, II, Esq.
                  sbratton@dsda.com
                  Doerner Saunders Daniel & Anderson
                  320 South Boston, Suite 500
                  Tulsa, OK 74103
                  Tel: (918) 582-1211

Total Assets: $1,957,866

Total Debts: $11,258,168

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hill & Robbins, P.C.           professional fees $48,484

The Toy Barn                   amusement product $32,939

Global VR                      league fees       $32,845

Tax Assessor / Collector       taxes             $24,406

Sam's Club Direct              cigarettes        $22,847

Liberty Mutual                 insurance         $21,570

OK Manufacturing               equipment or      $20,112

The Hartford                   insurance         $19,337

Cigna Healthcare               insurance         $17,691

Five Star Redemption           equipment or      $15,384
                               part purchases

Betson Enterprises             equipment or      $14,624
                               part purchases

Hein & Associates LLP          professional fees $14,541

American Changer-Services      equipment or      $12,392
                               part purchases
City of Commerce City          taxes             $12,293

Incredible Technologies        league fees       $10,904

E Cast                         league fees       $10,384

Laramie County                 taxes             $10,296

The Salt Group                 professional fees $9,925

Happ Controls                  equipment or      $9,916
                               part purchases

King Plush                     amusement product $9,148

The petition was signed by Donald A. Towner, president, chief
executive officer and secretary of the company.


TRIBUNE CO: Wants to Carryover 33 Prepetition Non-Insiders
----------------------------------------------------------
Tribune Co. debtor-affiliates KWGN Inc. and KPLR Inc. seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to implement a retention plan for 33 key, non-insider and
non-management employees who are necessary for an effective and
orderly transition of operations under a local marketing
agreement entered into by KWGN in Denver, Colorado, and a shared
services agreement entered into by KPLR in St Louis, Missouri.

The Debtors relate that the total cost of the proposed retention
plan is $384,317.

KWGN entered into a prepetition local marketing agreement with
Community Television of Colorado, LLC, and Community Television
of Colorado License, LLC, which agreement integrated certain
operations of KDVR, Community Colorado's Fox affiliate in Denver,
and KWGN.

Under the agreement, KDVR and KWGN will operate out of Community
Colorado's KDVR studios with Community Colorado, as an
independent contractor, providing operating and programming
related services.

KPLR also entered into a prepetition shared services agreement
with Community Television of Missouri, LLC, and Community
Television of Missouri License, LLC, which agreement integrated
certain operations of KTVI, Community Missouri's Fox affiliate in
St. Louis, and KPLR.  Under the agreement, KPLR and KTVI will
operate out of KPLR's studios with Community Missouri, acting as
an independent contractor.

The integration of facilities, use of combined news operations,
and realization of certain programming efficiencies in intended
to significantly reduce the Debtors' costs, streamline their
operations, and enable them to deliver a better and higher-
quality product to their customers and viewers, Norman L.
Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Wilmington, Delaware, proposed attorneys for the Debtors,
tells the Court.

This transition, Mr. Pernick says, requires both the short-term
retention and continued employment by the Debtors of certain key
non-insider and non-management employees whose positions will be
eliminated as a result of consolidation of operations under the
transition agreements, but who are necessary to effectuate a
smooth and orderly integration of the relevant Denver and St.
Louis broadcast stations under the Agreements.

The Transitional Employees provide a wide range of required
services to the Denver and St. Louis television stations,
including advertising sales and traffic support; engineering; and
production assistance for the local news, Mr. Pernick adds.

Accordingly, the Debtors ask for the Transitional Employees to
remain in their current employment for a short period of time as
the Agreements are fully implemented.  In return, the Debtors
intend to pay the Transitional Employees their retention
compensation.  The termination dates for the Transitional
Employees are staggered between December 31, 2008, and March
2009.

The Debtors currently employ 20 full-time, non-union Transitional
Employees at KWGN and five non-union and eight union Transitional
Employees at KPLR.

Based on the Debtors' estimate, the retention payments for all
Transitional Employees would equal to $684,364 with the employees
at KWGN receiving $420,432 and the employees at KPLR receiving
$263,9323.  The Debtors tell the Court that they will only be
liable for $384,317 of the costs as Community has agreed to
reimburse the Debtors $300,046 of the total payment.

The Debtors ask the Court to approve the Transitional Employee
Retention Program.  Without the retention program, the Debtors
face a risk that their business operations, their agreements with
Community, and their ability to successfully deliver local area
news and programming to residents of Denver and St. Louis
metropolitan could be adversely impacted, Mr. Pernick says.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts. (Tribune
Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Intends to Employ Sidley Austin LLP as Lead Counsel
---------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Tribune Co. and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Sidley Austin LLP as
their lead reorganization and bankruptcy counsel, nunc pro tunc to
the Petition Date.

As a result of more than 20 years of service as outside counsel
to the Debtors, Sidley Austin has developed extensive and
detailed knowledge of all aspects of the Debtors' business
operations, says David P. Eldersveld, vice president, deputy
general counsel and secretary of Tribune Company.

As bankruptcy counsel, Sidley Austin will:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their business;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors'
      estates;

  (c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) perform any and all other legal services for the Debtors
      in connection with the Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (f) advise and assist the Debtors regarding all aspects of the
      plan of confirmation process, including negotiating and
      drafting a plan of reorganization and accompanying
      disclosure statement, securing the approval of a
      disclosure statement, soliciting votes in support of plan
      confirmation, and securing confirmation of plan;

  (g) provide legal advice representation with respect to
      various obligations of the Debtors and their managers and
      officers;

  (h) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their limited liability company
      agreements, material contracts, and matters involving the
      fiduciary duties of the Debtors and their officers and
      managers;

  (i) provide legal advice and legal services with respect to
      litigation, tax and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (j) render other services as may be in the best interests of
      the Debtors.

The Debtors intend to pay Sidley for its legal services on an
hourly basis in accordance with its ordinary customary rates and
to reimburse for its actual and necessary costs and expenses:

       Professional                       Rate per Hour
       ------------                       -------------
       Partners                           $575 - $1,100
       Counsel and senior counsel         $400 - $875
       Associates                         $240 - $650
       Para-professionals                  $95 - 385

James F. Conlan, Esq., a partner at Sidley Austin LLP, assures
the Court that his firm does not hold or represent any interest
adverse to the Debtors' estates upon which it is to be engaged,
and is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

Mr. Conlan discloses that Sidley Austin has received an advance
retainer of approximately $4,500,000 from November 24 to
December 4, 2008, in connection with the Debtors' restructuring
efforts.  The firm has also received about $2,991,701 in fees and
$51,615 in expenses within one year prior to the Petition Date on
account of legal services rendered in connection with the
restructuring efforts of the Debtors.

            Highest Bankruptcy Counsel Hourly Rate

Charging $1,100 per hour for a Sidley Austin partner is the
"highest hourly rate I have seen or heard of for a bankruptcy
lawyer," Lynn LoPucki, a bankruptcy law teacher at the University
of California in Los Angeles told Bloomberg News.

Bloomberg said Sidley Austin's $1,100 hourly rate surpasses the
rates charged by Weil. Gotshal & Manges LLP in the bankruptcy
case of Lehman Brothers Holdings, Inc.  Weil Gotshal partners,
led by Harvey Miller, charge $650 to $950 an hour.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts. (Tribune
Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Taps McDermott Will & Emery LLP for Domestic Matters
----------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, Tribune Co. and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ McDermott Will &
Emery LLP as special counsel for general domestic legal matters
nunc pro tunc to the Petition Date.  According to the Debtors,
McDermott has agreed to continue to advise them in their Chapter
11 cases.  McDermott has been an outside counsel to the Debtors
and their debtor affiliates for more than 20 years.

McDermott will assist the Debtors in a wide variety of general
domestic legal matters including tax, employment benefits,
employment, corporate, real estate, and other legal matters that
may arise in the ordinary course of their business.

The Debtors propose to pay McDermott for their legal services on
an hourly basis in accordance with its customary rates:

           Partners & Counsel      $445-$1,010
           Associates              $285-$590
           Paraprofessionals       $105-$345

According to the Debtors, McDermott has received a retainer
amounting to $500,000, in connection with its representation on
the general domestic legal matters.  A portion of the retainer
has been applied to all prepetition fees and expenses incurred,
and the remainder will constitute a general retainer for
postpetition services and expenses, the Debtors tell the Court.
Moreover, the Debtors note, in addition to the retainer,
McDermott has received approximately $7,037,500, within one year
prior to the Petition Date on account of the services it
rendered.

Blake D. Rubin, a partner of McDermott Will & Emery LLP, assures
the Court that his firm does not hold or represent any interest
adverse to the Debtors or their estates with respect to the
matters for which it is to be employed.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts. (Tribune
Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Taps Lazard Freres & Co. LLC as Financial Advisor
-------------------------------------------------------------
Tribune Co. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Lazard
Freres & Co. LLC as investment banker and financial advisor
pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code.

The Debtors relate they have engaged Lazard to provide general
investment banking and financial advice in connection with their
attempts to complete a strategic restructuring, reorganization
and recapitalization and to prepare for the commencement of their
Chapter 11 cases.  The Debtors believe that Lazard's general
restructuring experience and expertise, and knowledge of the
capital markets and its merger and acquisition capabilities will
be beneficial in pursuing the services provided in an engagement
letter.

As financial advisor, Lazard to:

  (a) review and analyze the Debtors' business, operations and
      financial projections;

  (b) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

  (c) assist in the determination of a capital structure;

  (d) assist in the determination of a range of values;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders;

  (f) render financial advice and participate in meetings or
      negotiations with stakeholders or rating agencies or other
      appropriate parties in connection with any restructuring;

  (g) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

  (h) advise and assist the Debtors in evaluating potential
      financing transactions and to execute appropriate
      agreements, contact potential sources of capital, and
      assist in implementing financing;

  (i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with restructuring;

  (j) assist in identifying and evaluating candidates for a
      potential Majority Disposition, and advice in connection
      with negotiations and aid in the consummation of a
      Majority Disposition;

  (k) attend meetings of the Board of Directors and its
      committees with respect to matters on which it has been
      engaged;

  (l) provide testimony in any proceeding before the Court; and

  (m) provide with other financial restructuring advice.

The Debtors ask the Court to excuse Lazard from maintaining time
records as set forth in Rule 2016 of the Federal Rules of
Bankruptcy Procedures and the United States Trustee Fee
Guidelines in connection with the services to be rendered
pursuant to the Engagement Letter.  According to the Debtors,
Lazard will present reasonably detailed descriptions of its
services and the approximate time expended.

The Debtors propose to pay Lazard:

  (a) a monthly fee of $200,000, payable on the first day of
      each month until the expiration of its engagement.  One-
      half of all monthly fees paid in respect of the months
      following the 12th month will be credited against any
      Restructuring or Disposition Fee;

  (b) $16,000,000, payable upon the earlier of consummation of a
      Majority Disposition or a restructuring;

  (c) in the event the Debtors request Lazard's assistance in
      connection with any disposition of a portion of the
      business, assets or securities of the Debtors that would
      not constitute a Majority Disposition, the parties will
      mutually agree in good faith on a fee to be paid to Lazard
      on consummation of any transaction; and

  (d) reasonable out-of-pocket expenses;

As part of the compensation payable to Lazard, the Debtors agree
to indemnify and to provide contribution and reimbursement.
However, the Debtors will not indemnify Lazard for claim or
expense that is judicially determined to have arisen from bad
faith, self-dealing, breach of fiduciary duty, willful misconduct
or gross negligence.

James E. Millstein, a managing director of Lazard Freres & Co.
LLC, assures the Court that his firm is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code and does not
hold or represent an interest adverse to the Debtors or their
estates.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts. (Tribune
Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Taps Alvarez & Marsal as Restructuring Advisor
----------------------------------------------------------
Tribune Co. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC, as their restructuring advisors.

Tribune Company's vice president, deputy general counsel and
secretary, David P. Elderveld, relates Alvarez & Marsal has
devoted substantial amounts of time and effort prior to the
Petition Date in advising and assisting the Debtors with respect
to ongoing bank negotiations, supporting the financial department
in the management of its liquidity resources, assisting the
Debtors in their contingency planning efforts and supporting the
Debtors in securing postpetition financing.

As restructuring advisor, Alvarez & Marsal will:

  (a) assist the Debtors in the preparation of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

  (b) assist to the Debtors with information analyses required
      pursuant to their postpetition financing;

  (c) assist with the identification and implementation of
      short-term cash management procedures;

  (d) assist with the identification of executory contracts and
      leases and performance of cost or benefit evaluations with
      respect to the affirmation or rejection of each;

  (e) assist the Debtors' management team and counsel focused on
      the coordination of resources related to the ongoing
      reorganization effort;

  (f) assist in the preparation of financial information for
      distribution to creditors including cash flow projections
      and budgets, cash receipts and disbursement analysis,
      analysis of various asset and liability accounts, and
      analysis of proposed transactions for which the Court
      approval is sought;

  (g) attend at meetings and assist in discussions with
      potential investors, banks and other secured lenders, the
      Official Committee of Unsecured Creditors, the United
      States Trustee, other parties-in-interest and
      professionals hired as requested;

  (h) analyze creditor claims by type, entity, and individual
      claim and assist with the development of databases;

  (i) assist in the preparation of information necessary for the
      confirmation of a plan of reorganization in the Chapter 11
      cases, including information contained in the disclosure
      statement;

  (j) assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers; and

  (k) render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary and consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the Chapter 11 proceeding.

The Debtors will pay Alvarez & Marsal according to its customary
hourly rates:

        Managing Directors                $525-$750
        Directors/Senior Directors        $375-$550
        Associates/Senior Associates      $275-$450
        Administration/Analysts           $175-$350

The Debtors will reimburse A&M for reasonable and necessary
expenses incurred in connection with the Debtors' Chapter 11
cases, including but not limited to, transportation costs,
lodging, food, telephone, copying, and messenger services.

Thomas E. Hill, a managing director with Alvarez & Marsal North
America, LLC, assures the Court that his firm is not a creditor
of the Debtors within the meaning of Section 101(10) of the
Bankruptcy Code.

During the 90-day period prior to the Petition Date, Alvarez &
Marsal received approximately $1,050,000 from the Debtors for
professional services performed and expenses incurred.  The
Debtors say that the unapplied residual retainer amounting to
$350,000, will constitute a general retainer for postpetition
services, will not be segregated in a separate account, and will
be held until the end of the Chapter 11 cases and applied to
Alvarez & Marsal's finally approved fees.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts. (Tribune
Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Files OpCo/LandCo Restructuring Plan
-------------------------------------------------------------
Tropicana Entertainment LLC and its affiliates filed before the
U.S. Bankruptcy Court for the District of Delaware a Chapter 11
plan of reorganization for entities led by Tropicana
Entertainment, and another by Tropicana Las Vegas Holdings.

Bloomberg News notes that the Plans were filed hours before the
bankruptcy judge was scheduled to hear a request by the official
committee of unsecured creditors of Tropicana creditors for
permission to file a competing proposal for reorganizing the
company.

Tropicana has not yet filed a disclosure statement, which would
explain in detail the treatment of creditors and expected recovery
under the Plan.

Both Plans, however, propose to pay secured creditors -- the
LandCo and Opco claims in full in cash or through the return of
the collateral securing their claims.  Holders of administrative
claims and claims on account of the Debtors' debtor-in-possession
financing will be paid in full.

Unsecured creditors will obtain recovery from funds obtained by a
liquidating trust.  William Yung, founder of Columbia Sussex, will
lose his equity interests in Tropicana.  Mr. Yung acquired Aztar
Corp. for $2.8 billion in 2007, and renamed the company Tropicana
Entertainment.  He has been removed as a member of the Tropicana
Board pursuant to mismanagement allegations.

Holders of claims under the Debtors' prepetition credit
facilities, referred to as the LandCo and OpCo Credit Facilities,
will obtain shares of stock of Reorganized LandCo and OpCo,
respectively.  Holders of OpCo Credit Facility Claims will also
receive notes and certain sale proceeds.

Both unsecured creditors and holders of OpCo and LandCo Credit
Facilities are impaired -- meaning they won't receive full
recovery -- and will be entitled to vote on the Plans.  Mr. Yung
will be deemed to reject the Plans on account of his zero
recovery.

Before filing for bankruptcy protection, Tropicana, in 2007,
entered into credit facilities to finance its acquisition of Aztar
Corp.'s five casinos.  The OpCo Credit Facility -- an aggregate
$1,710,000,000 secured credit facility provided by Credit Suisse
as collateral agent and administrative agent -- constituted the
largest portion of the Aztar Acquisition financing.  The LandCo
Credit Facility, provided by Credit Suisse, Cayman Islands, as the
sole administrative agent, partly financed the Aztar Acquisition.
As of April 30, 2008, approximately $1,300,000,000 of the
principal amount was outstanding under the OpCo Term Facility, and
approximately $21,000,000 of the principal amount was outstanding
under the OpCo Revolving Facility.  As of April 29, 2008,
$440,000,000 of the principal amount was outstanding under the
LandCo Credit Facility.

A copy of the Plan of Reorganization for the OpCo Debtors --
comprising Adamar Garage Corporation; Argosy of Louisiana, Inc.;
Atlantic-Deauville Inc.; Aztar Corporation; Aztar Development
Corporation; Aztar Indiana Gaming Company, LLC; Aztar Indiana
Gaming Corporation; Aztar Missouri Gaming Corporation; Aztar
Riverboat Holding Company, LLC; Catfish Queen Partnership in
Commendam; Centroplex Centre Convention Hotel, L.L.C.; Columbia
Properties Laughlin, LLC; Columbia Properties Tahoe, LLC; Columbia
Properties Vicksburg, LLC; CP Baton Rouge Casino, L.L.C.; CP
Laughlin Realty, LLC; Jazz Enterprises, Inc.; JMBS Casino LLC;
Ramada New Jersey Holdings Corporation; Ramada New Jersey, Inc.;
St. Louis Riverboat Entertainment, Inc.; Tahoe Horizon, LLC;
Tropicana Entertainment Holdings, LLC; Tropicana Entertainment
Intermediate Holdings, LLC; Tropicana Entertainment, LLC;
Tropicana Express, Inc.; and Tropicana Finance Corp. -- is
available for free at:

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

A copy of the Plan of Reorganization for the LandCo Debtors --
comprising Adamar of Nevada; Hotel Ramada of Nevada; Tropicana
Development Company, LLC; Tropicana Enterprises; Tropicana Las
Vegas Holdings, LLC; Tropicana Las Vegas Resort and Casino,
LLC; and Tropicana Real Estate Company, LLC -- is available for
free at:

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

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan, through and including Jan. 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


TROPICANA LANDCO: Bank Loan Sells at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which Tropicana Landco
is a borrower traded in the secondary market at 40.40 cents-on-
the-dollar during the week ended January 2, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.40 percentage
points from the previous week, the Journal relates.  Tropicana
Landco pays interest at 225 points above LIBOR.  The bank loan
matures on July 3, 2008.  Moody's has withdrawn its rating on the
bank loan.  Standard & Poor's does not rate the loan.

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan through and including Jan. 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.  (Tropicana
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


US SHIPPING: Misses Dec. 31 Payment on $332.6MM Credit Facility
---------------------------------------------------------------
U.S. Shipping Partners, L.P., did not pay the principal or
interest payment due on December 31, 2008, under its senior credit
agreement.  As a result, an event of default has occurred under
the senior credit agreement, U.S. Shipping said in a Jan. 5 filing
with the Securities and Exchange Commission.

According to the regulatory filing, lenders holding a majority-in-
interest of the outstanding loans may at any time direct the
administrative agent to declare all outstanding obligations under
the senior credit agreement to be immediately due and payable and
to pursue their rights and remedies under the senior credit
agreement.  At December 31, 2008, an aggregate of $332.6 million
was outstanding under the senior credit agreement.

U.S. Shipping, however, says that it has entered into a
forbearance agreement with holders of a majority-in-interest of
the outstanding loans under the senior credit agreement.  The
lenders agreed to forbear from taking any action or exercising any
right or remedy permitted to be taken or exercised under the
senior credit agreement and related loan documents as a result of
U.S. Shipping's failure to make the December 31, 2008, principal
and interest payments under the senior credit agreement.

A copy of the Forbearance Agreement is available at:

               http://researcharchives.com/t/s?378c

The Forbearance Agreement will terminate on the earliest to occur
of (i) 5:00 p.m. (Eastern time) on February 10, 2009; (ii) the
occurrence and continuance of any event of default other than the
U.S. Shipping's failure to make the December 31, 2008 principal
and interest payments under the senior credit facility and (iii)
the failure by U.S. Shipping to comply with any of the provisions
of the Agreement.

During the term of the Forbearance Agreement, U.S. Shipping has
agreed to engage in good faith negotiations with the
administrative agent and the lenders regarding restructuring and
strategic alternatives, which will include a possible sale of the
business.  Failure of U.S. Shipping to conduct good faith
negotiations will constitute an event of default and result in a
termination of the Forbearance Agreement.

The lenders' prior waiver of any potential defaults under the
financial covenants set forth in the senior credit agreement for
the quarters ended September 30, 2008, and December 31, 2008, will
expire January 31, 2009, which will result in the occurrence of an
event of default under the senior credit agreement, and a
termination of the Forbearance Agreement, absent an additional
waiver or agreement to forbear by the lenders.  U.S. Shipping said
there can be no assurance that the lenders will not accelerate the
outstanding obligations and pursue their remedies under the senior
credit agreement after January 31, 2009.

In addition, U.S. Shipping said that its failure to make the
Dec. 31, 2008 principal and interest payments under the senior
credit facility constitutes an event of default under its interest
rate swap agreements.  As a result, the counterparty to each
interest rate swap agreement may, upon prior notice, elect to
terminate such agreement early.  If U.S. Shipping's interest rate
swap agreement with the administrative agent is early terminated,
the firm estimates it would owe approximately $14.9 million under
such agreement.  If its interest rate swap agreement with Lehman
Brothers Special Financing Inc. is early terminated, U.S. Shipping
estimates it would owe approximately $9.9 million under the
agreement.  U.S. Shipping acknowledges that there can be no
assurance that the counterparties to these interest rate swap
agreements will not early terminate the agreements and seek
payment of these obligations.  Due to the Forbearance Agreement,
however, the counterparties would be unable to require the
administrative agent to foreclose on U.S. Shipping's assets during
the term of the Forbearance Agreement.

U.S. Shipping is due to make an interest payment Feb. 15 on a
second-lien loan, Bloomberg's Bill Rochelle reports.

                 About U.S. Shipping Partners L.P.

U.S. Shipping Partners L.P. is a leading provider of long-haul
marine transportation services for refined petroleum,
petrochemical and commodity chemical products in the U.S. domestic
"coastwise" trade.  Its existing fleet consists of twelve tank
vessels: five integrated tug barge units; one product tanker;
three chemical parcel tankers and three ATBs.  U.S. Shipping has
embarked on a capital construction program to build additional
ATBs and, through a joint venture, additional tank vessels that
upon completion will result in U.S. Shipping having one of the
most modern versatile fleets in service.  For additional
information about U.S. Shipping Partners L.P., please visit
http://www.usslp.com/


VALLEY FORGE: Posts $4.9 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Louis J. Brothers, president, secretary and treasurer of Valley
Forge Composite Technologies, Inc., disclosed in a regulatory
filing dated November 14, 2008, that the company incurred losses
for the past two fiscal years and had a net loss of $4,991,647 for
the three months ended September 30, 2008, and a net loss of
$5,587,113 for the nine months ended September 30, 2008.  "Our
auditors have expressed substantial doubt that we can continue as
a going concern."

"Historically, we have relied on revenues, debt financing and
sales of our common stock to satisfy our cash requirements.  For
the nine months ended September 30, 2008, we received cash
proceeds of $120,700 from revenues, $343,000 from sales of our
common stock and $1,260,000 in debt financing.  For the year ended
December 31, 2007, we received cash proceeds from debt financing
of $160,000 and sales of our common stock of $914,000.  For the
nine months ended September 30, 2008, we issued 3,237,516 shares
and 2,500,000 warrants for services.  For the year ended December
31, 2007, we issued 659,333 shares for services.  Management
anticipates that we will continue to issue shares for services in
the short term."

"Between December 31, 2007 and September 30, 2008, our capital
requirements have largely been met through sales of securities.
We recorded $132,000 from a sale of a momentum wheel to NASA in
May, 2008.  Until we are able to generate significant revenues
from our core homeland security-related detection technologies, we
anticipate being dependent on sales of securities to finance our
ongoing capital requirements."

According to Mr. Brothers, management intends to finance the
company's 2008 operations primarily with the revenue from product
sales and any cash short falls will be addressed through equity
financing, if available.  "Management expects revenues will be
realized but not to the point of profitability in the short term.
We will need to continue to raise additional capital, both
internally and externally, to cover cash shortfalls and to compete
in our markets.  At our current revenue levels, management
believes we will require an additional $1,000,000 during the next
12 months to satisfy our cash requirements of approximately
$95,000 per month.  These operating costs include cost of sales,
general and administrative expenses, salaries and benefits and
professional fees.  We have insufficient financing commitments in
place to meet our expected cash requirements for 2008 and we
cannot assure you that we will be able to obtain financing on
favorable terms.  If we cannot obtain financing to fund our
operations in 2008, then we may be required to reduce our expenses
and scale back our operations."

As of September 30, 2008, the company's balance sheet showed total
assets of $1,591,629, total liabilities of $603,043, and total
shareholders' equity of $988,586.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?378a

                  About Valley Forge Composites

Valley Forge Composite Technologies, Inc., was incorporated in
Pennsylvania on November 21, 1996, and re-domiciled as a Florida
corporation on August 7, 2007.  It changed its name to Valley
Forge Detection Systems, Inc.  Simultaneously, the business
segments of the former Pennsylvania company were split into new
Florida corporations, with VFDS' aerospace segment assigned to
Valley Forge Aerospace, Inc.; VFDS' personnel screening
technologies assigned to Valley Forge Imaging, Inc., and VFDS'
development and commercialization of potential new product lines
assigned to Valley Forge Emerging Technologies, Inc.  The Company
is the 100% shareholder of its four subsidiaries.


WORKFLOW MANAGEMENT: S&P Corrects 'D' 2nd-Lien Debt Rating to 'C'
-----------------------------------------------------------------
The previous version of this report published earlier incorrectly
stated that the rating on Workflow Management's second-lien debt
was lowered to 'D'.  In fact, this rating was lowered to 'C'.  A
corrected version follows.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Stamford, Connecticut-based Workflow Management Inc. to
'D' from 'CCC'.  In addition, the issue-level ratings on the
company's $40 million secured revolving credit facility and
$275 million first-lien term loan were lowered to 'D' from 'B-',
and the issue-level rating on the company's $140 million second-
lien term loan was lowered to 'C' from 'CC'.

The rating actions stem from the company's decision to withhold
its $6.875 million quarterly amortization payment on its first-
lien term loan due Dec. 31, 2008.  Although the company has
continued to make interest payments on its indebtedness, the
missed amortization payment will, if not cured or waived within 45
days of Dec. 31, 2008, result in a cross-default under the
company's second-lien credit agreement.  As of today, lenders have
not exercised remedies available to them under the credit
agreements, nor has a forbearance agreement been reached.


YRC WORLDWIDE: S&P Changes Outlook on 'CC' Rating to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

In addition, S&P placed its 'CCC+' issue-level ratings on Yellow
Corp.'s and Yellow Freight System Inc.'s industrial development
bonds on CreditWatch with developing implications given the
uncertainty of the eventual corporate credit rating.  On Dec. 4,
2008, S&P lowered ratings on YRC to current levels and placed them
on CreditWatch negative following the company's announcement of a
distressed debt tender offer.

The tender offer expired on Dec. 23, 2008, without ratification of
the proposed wage concessions by the Teamsters union.  Given that
the terms of the tender offer required ratification, the tender
offer was terminated on Dec. 24, 2008.  YRC expects its union
employees to ratify the wage concessions in early January and
anticipates an amendment to its credit facilities in late January.
In addition, YRC has entered into a definitive agreement to sell
and lease back a pool of its terminal facilities with a
transaction valued at approximately
$150 million, with annual lease payments of $21 million.

"We will meet with management to discuss YRC's liquidity position,
capital structure, and operating prospects to resolve the
CreditWatch," said Standard & Poor's credit analyst Anita Ogbara.
"We could take interim rating actions as more information becomes
available, in advance of a resolution of the CreditWatch review."


* Home Prices and Sales Tumbled in October, Says Radar Logic
------------------------------------------------------------
According to the October 2008 RPXTM Monthly Housing Market Report
released by Radar Logic Incorporated, home prices and sales
volumes decreased more in October 2008 than in any other October
since the beginning of Radar Logic's data, January 2000.  Five
Metropolitan Statistical Areas (MSA) saw their largest monthover-
month declines and 13 MSAs saw their largest year-over-year
declines.  Home sales across the 25 MSAs declined by 14.9% during
October but sales in Sun Belt cities remained elevated relative to
October 2007 due to rapid growth in motivated sales during the
intervening year.  The large concentrations of motivated sales
relative to total transactions weighed heavily on prices.  As a
result, eight of the ten MSAs with the largest year-over-year
increases in sales were also among the ten MSAs that experienced
the greatest year-over-year price declines.

"Motivated sales continue to be a major factor in most markets
tracked by the RPX," said Michael Feder, CEO of Radar Logic.
"Until action, if any, out of Washington becomes clear, it is
difficult to know if this is a long-term phenomenon or if it will
work its way through and, as a result, prices will begin to
recover."

Key observations by Radar Logic were:

  * For the fourth month in a row, Milwaukee, WI was at the top of
    the 25-MSA ranking in October.  Home prices in Milwaukee were
    5.3% higher than they were a year before, making Milwaukee the
    only MSA tracked by Radar Logic to experience year-over-year
    price appreciation in October.

  * San Francisco was at the bottom of the rankings with 34.4%
    year-over-year price decline.

  * Detroit, Las Vegas, Phoenix, San Diego and Seattle saw their
    largest month-over-month price declines since January 2000.

  * Though motivated sales across the 25 MSAs grew 193% between
    January 1 and October 31, the rate of growth slowed over the
    first three quarters and turned negative in October, when 18
    of 25 MSAs saw motivated sales decrease.

According to a report by Bloomberg's Bill Rochelle, the Institute
for Supply Management reported yesterday that its index of non-
manufacturing businesses was 40.6 for December, the second-worst
on record.  The report adds that the National Association of
Realtors index of pending home resales was down 4% in November.


* U.S. Bankruptcy Process Works, Weeds Out Weak, Study Says
-----------------------------------------------------------
With high-profile company bankruptcies becoming distressingly
common, many would be hard-pressed to find an upside.  According
to a new study by three finance researchers at the University of
Utah's David Eccles School of Business, however, there might be a
silver lining of sorts: the effectiveness of the U.S. bankruptcy
system.

They found that 80% of fundamentally sound companies -- those with
good business models but too much debt -- reorganized and emerged
from Chapter 11 with only 7% fewer assets.

On the other hand, just 37% of economically distressed companies -
- those with severe business problems such as poor management,
outdated technology or flawed business models -- reorganized with
less than 50% of their original assets.  The remainder were
liquidated or purchased by other firms.

In addition, all reorganized firms had reduced debt by 50% by the
time they emerged from Chapter 11.

"We found that the bankruptcy system is largely successful at
helping fundamentally strong companies recover, while dismantling
weaker companies whose troubles are more severe," says Elizabeth
Tashjian, associate professor of finance and a member of the
Academic Advisory Council of the Turnaround Management
Association.

The study reviews data from 530 companies that entered bankruptcy
between 1991 and 2004, making it more comprehensive than previous
research, says Ms. Tashjian.

"There's no question that the process isn't perfect, but it seems
that Chapter 11 is doing what it's supposed to do," she says,
"taking away assets from firms that are destroying their value and
retaining them in firms with a good chance of surviving and
creating value."

While previous research has focused on the average outcomes of
firms entering Chapter 11, Ms. Tashjian says she and her co-
authors -- Utah professor of finance Michael Lemmon and Ph.D.
student Yung-Yu Ma -- recognize that firms file for bankruptcy for
different reasons.

The researchers used two accounting variables: operating earnings
to assets, with profit margins adjusted by industry, and debt to
value: the amount of leverage a company has.

Financially distressed firms tended to have bad debt ratios but
good operating performance. With economically distressed firms, it
was the other way around.
The finance department in David Eccles School of Business has been
ranked 20th for research productivity from 2003 to 2007 by the
Finance Management Association and Arizona State University which
annually evaluate finance departments worldwide.


* Akerman Senterfitt Snares Keith Costa from Pullman
----------------------------------------------------
Akerman Senterfitt announced the continued expansion of its New
York office and Bankruptcy practice group, with new attorney Keith
N. Costa joining the firm as a Shareholder.  Mr. Costa's practice
focuses on Bankruptcy and Creditors' Rights matters, representing
debtors and creditors, both secured and unsecured, in bankruptcy
proceedings of all types nationwide. He joins the firm from
Pullman & Comley, LLC, where he served as partner for more than
three years.

Mr. Costa will be an immediate asset to the Bankruptcy and
Corporate Practice Groups at Akerman. He brings an extensive
background in bankruptcy proceedings, having served as both a
Chapter 11 Trustee and Examiner and worked on numerous Chapter 7
and Chapter 11 cases for Fortune 500 companies.  Prior to
rejoining private practice, he served with the U.S. Department of
Justice for over 10 years, initially as Assistant U.S. Trustee in
the Southern District of New York leading litigation and
administration for the district with direct supervision of forty-
nine Chapter 7 Trustees.  Mr. Costa later served as Senior Trial
Counsel in the District of Connecticut, overseeing a diverse
Chapter 7 and Chapter 11 caseload and a panel of twelve Chapter 7
Trustees.

Prior to Pullman & Comley, LLC, Mr. Costa was a Partner at Cohn
Birnbaum & Shea P.C., another Connecticut-based law firm with a
New York office, which he personally launched. Mr. Costa
previously was Of Counsel with Cummings & Lockwood LLC.  He earned
his law degree from American University and is admitted to
practice in the U.S. District Courts for the District of
Connecticut, the Southern District of New York, the Eastern
District of New York, and the Northern District of New York. In
addition, Mr. Costa has been admitted to the New York and District
of Columbia bars.

Akerman's Bankruptcy & Creditors' Rights Practice Group represents
creditors, creditors' committees, lenders, bankruptcy trustees and
other parties in all aspects of bankruptcy law, debtor/creditor
relations, and insolvency problems. With a team of more than 30
attorneys across the country, the group is capable of handling a
number of complex cases, simultaneously, while pursuing the
appropriate legal avenues under state and/or federal law in all
types of commercial and residential development mortgage
foreclosures and receiverships, in addition to serving as
receivers in many SEC cases. Akerman's clients include leading
national banks, as well as a variety of CMBS special servicers,
private equity lenders and other financial institutions.

                     About Akerman Senterfitt

Akerman is ranked among the top 100 law firms in the United States
by The National Law Journal NLJ 250 (2007) in number of lawyers
and is the largest firm in Florida.  With more than 500 lawyers
and governmental affairs professionals, the firm serves clients in
major business centers throughout the United States, including
Miami, New York, Washington D.C. and Los Angeles.  On the Net:
http://www.akerman.com/


* Stamboulidis Is Managing Partner of Baker Hostetler's NY Office
-----------------------------------------------------------------
The national law firm of Baker & Hostetler LLP has announced that
George A. Stamboulidis has been named Managing Partner of the
firm's New York office.

Mr. Stamboulidis is succeeding Paul Eyre, who held the position
since the office opened in 2001.  Baker Hostetler's New York
office includes diverse practice areas, with particular depth in
business, intellectual property, litigation, corporate governance
and monitorships.  Based in part on this strength, Irving H.
Picard, Court-appointed trustee in the liquidation of Bernard L.
Madoff Investment Securities LLC, recently joined Baker Hostetler
in New York.

"In these troubling economic times, now more than ever, our
clients take great comfort knowing our deep-bench of experienced
attorneys is here to successfully and efficiently represent their
interests," said Mr. Stamboulidis who will manage the operations
of the 66-attorney office. "Clients can rely on Baker Hostetler's
track record of integrity and results," he said.

"George Mr. Stamboulidis is ideally suited to head our rapidly
growing office in New York," said Steven Kestner, Executive
Partner of the firm. "He understands the workings as well as the
culture of both the city and our firm, and he is a proven leader.
I am confident that the office will continue to flourish under
George as it has under Paul Eyre."

Eyre led the New York office during a period of remarkable growth.
"We have grown the New York office by assembling a diverse team of
high caliber attorneys and by maintaining our culture of integrity
and client focus," says Eyre, who will remain active in the New
York office and on the firm's Policy Committee.

                 About George Mr. Stamboulidis

George Mr. Stamboulidis joined the firm with the opening of the
New York office after an illustrious 13-year career as a federal
prosecutor in New York and New Jersey.  He has been selected as an
independent monitor on five separate occasions, more than any
other attorney. In addition to having served as the corporate
monitor for Merrill Lynch, The Bank of New York, Mellon Bank, and
others, Mr. Stamboulidis and the firm's white collar team have
conducted monitoring work and internal investigations for leading
corporations.

While with the U.S. Attorneys' Office in the Eastern District of
NY, Mr. Stamboulidis served in a variety of supervisory positions,
including Chief of the Long Island Division. In that capacity, he
investigated and prosecuted cases involving complex business,
bank, health care, accounting, securities and bankruptcy fraud,
tax, public and labor corruption, extortion, racketeering,
environmental and money laundering offenses. Mr. Stamboulidis
successfully prosecuted Mafia boss Vincent "Chin" Gigante, the
boss of the Genovese crime family.

After a nationwide search, former U.S. Attorney General Janet Reno
selected Mr. Stamboulidis to take over and successfully resolve
the Wen Ho Lee nuclear weapons secrets prosecution. Reno three
times presented Mr. Stamboulidis with the Department of Justice's
Director's Award.

Over the last seven years at Baker, Mr. Stamboulidis has served as
Litigation Coordinator for the office, is a current member of the
firm's Policy Committee and Operating Group and heads the firm's
White Collar Defense and Corporate Investigations Practice --
which has become one of the preeminent such practices in the
country.

             About Baker Hostetler's New York Office

With 66 attorneys and growing, Baker Hostetler has established a
stronghold in New York. Last year, the firm moved to new offices,
occupying several floors at 45 Rockefeller Plaza.

In addition to Mr. Stamboulidis, New York office management
includes John Siegal, who succeeds Mr. Stamboulidis as head of the
Litigation Practice in New York, Laurence S. Markowitz, the newly
appointed head of the Business Practice in New York, Gerald J.
Ferguson, head of the Intellectual Property Practice in New York
and Elizabeth A. Smith, head of the Tax Practice in New York.  All
are long-time New York lawyers.  Mr. Siegal, a 20-year New York
business litigator and former Mayoral aide, represents clients in
the financial services, media and real estate industries.  Mr.
Markowitz has practiced corporate and securities law for over 30
years, with a particular focus on hedge and private equity funds.
Mr. Ferguson has extensive experience in intellectual property and
has assisted a wide variety of businesses in developing
intellectual property protection programs.  Ms. Smith focuses her
practice in the areas of tax advice and planning and tax
controversy, and represents hedge funds, energy companies, and
public and private corporations.

                      About Baker Hostetler

Founded over 90 years ago in 1916, Baker Hostetler is among the
nation's 100 largest law firms with 620 attorneys coast to coast.
The firm has 10 offices nationwide: New York, Cincinnati,
Cleveland, Columbus, Costa Mesa, Denver, Houston, Los Angeles,
Orlando and Washington, D.C.  Its five primary practice groups are
Business, Employment, Intellectual Property, Litigation and Tax.
On the Net: http://www.bakerlaw.com/


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
-----------------------------------------------------------------
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

http://www.amazon.com/exec/obidos/ASIN/189312228X/internetbankrupt

http://www.amazon.com/exec/obidos/ASIN/1893122298/internetbankrupt

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.  During the 1800s, when Burrill's work first
came out, there were innumerable cases dealing with voluntary
assignments.  The case law of the 1800s remains authoritative,
informative, and instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.  The format of the text,
including the footnotes, is the standard followed by many legal
texts and handbooks, notably the multi-volume American
Jurisprudence.  The sections are numbered consecutively in forty-
five chapters.  There are 458 sections in all.  The sections are
relatively short, even though the subject of voluntary assignments
is complex and there is bountiful case law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee. More
specific, detailed topics can be accessed using the index.  There
are two appendices. The first contains synopses of the statutes of
every state and territory on voluntary assignments.  The second
appendix contains nearly thirty standard forms that can be used
for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.  Like a good lawyer
breaking down a case so it can be comprehended by a jury of
average persons, so does Burrill and Avery-Webb deal with the
topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                    *** End of Transmission ***