TCR_Public/090116.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 16, 2009, Vol. 13, No. 15

                            Headlines


3301 ATLANTIC: Case Summary & Six Largest Unsecured Creditors
ACCS CORP: Creditor to Sell Pledge Shares in American Corrective
ADVANSTAR COMMUNICATIONS: Weak Market Cues Moody's Junk Ratings
AMC ENTERTAINMENT: Bank Loan Sells at Substantial Discount
AMERICAN GREETINGS: Moody's Downgrades Corporate Rating to 'Ba2'

AMERICAN GREETINGS: S&P Downgrades Corp. Credit Rating to 'BB+'
AMERICAN PACIFIC: Gets OK to Tap Chesser & Barr as Bankruptcy Atty
AMSCAN HOLDINGS: Earns $4.5 Million in Quarter ended September 30
APEX SILVER: Wants to Access $35 Million Sumitomo DIP Facility
APEX SILVER: Wants More Time to File Schedules and Statements

ARGON CAPITAL: Fitch Withdraws 'BB-' Rating on $115 Mil. Notes
ARGON CAPITAL: Fitch Withdraws 'BB' Rating on $125 Mil. Notes
ARGON CAPITAL: Fitch Withdraws 'BB' Rating on $60 Mil. Notes
ATHEROGENICS INC: Court OKs $125,000 Severance Pay for Executives
AVANTAIR INC: Completes Warrant Retirement Program, Tender Offer

AVANTAIR INC: Board OKs Leadership Deferred Compensation Plan
AVANTAIR INC: Secures $5.2 Million Financing from Century Bank
AVENTINE RENEWABLE: Moody's Junks Corp. Family Rating from 'B3'
BERNARD L. MADOFF: HSBC and UBS Linked to US$3.2BB Madoff Losses
BERNARD L. MADOFF: PBGC Asserts Pension-Related Claims

BERNARD L. MADOFF: Ezra Merkin Subpoenaed on Fraud Involvement
BOOM DRILLING: Wants to Sell Rig Assets to Laurus for $95-Mil.
BOOM DRILLING: Wants to Sell Oil and Gas Interests to Laurus
BOOM DRILLING: Selling Claims Against Sedna Energy for $25,000
BORDERS GROUP: Consultant Says Chapter 11 a Viable Alternative

BOSCOV'S INC: Cambria and Lebanon Counties to Back $35MM Loan
BOSCOV'S INC: Versa's $4-Million Admin. Claim Challenged
BOSCOV'S INC: Settles Panasonic and Salesmaster Claims
CALIFORNIA STATE: May Run Out of Cash; Faces $42BB Budget Deficit
CANWEST GLOBAL: Warns of Leverage Ratio Covenant Violation

CEDAR FAIR: Bank Loan Sells at Substantial Discount
CHARTER COMMS: Misses $73 Mil. in Interest Payments Due Jan. 15
CHARTER COMMS: Modifies Pay Package for Execs Involved in Talks
CHRYSLER LLC: Will Extend Shutdown at Three Plants by a Week
CONGOLEUM CORP: Two Insurers Say Revised Plan Still Unconfirmable

CONSOLIDATED COMMUNICATIONS: Moody's Affirms 'B1' Corporate Rating
CONSTELLATION BRANDS: S&P Keeps 'BB-' Corporate Credit Rating
COVER-ALL INC: Files for Chapter 11 Bankruptcy
CRE CAPITAL: Charged by SEC, CFTC for Multi-Million Ponzi Scheme
CULLIGAN INTERNATIONAL: Bank Loan Sells at Almost 50% Discount

DELPHI CORP: $2.55-BB Lawsuit Against Appaloosa Set for May Trial
DELTA PETROLEUM: Moody's Lowers Rating on Senior Notes to 'Caa3'
DOMTAR INC: Bank Loan Sells at Substantial Discount
DURA AUTOMOTIVE: Names Leuliette to Additional Role of Chairman
EAST CAMERON: S&P Lowers Rating on $165.67 Mil. Certs. to 'CC'

ECLIPSE AVIATION: Auction Cancelled; Sale to ETIRC to Proceed
EMMIS COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
ENRON CORP: 5th Cir. Remands Skilling Case for Resentencing
ENRON CORP: Court Approves $44MM Settlement with JPMorgan, et al.
ENRON CORP: Goldman to Pay $6.9MM to Settle Commercial Paper Suit

ENRON CORP: Texas Court Approves Litigation-Related Expenses
FANNIE MAE: Taps BNY Mellon as Data Custodian for Mortgage Loans
FARMINGTON CENTER: Case Summary & 20 Largest Unsecured Creditors
FEDERAL-MOGUL: PI Trust Cloaks AIG from Asbestos Claims
FORD MOTOR: Cuts Ties With Navistar; Ends Legal Fight

GATEHOUSE MEDIA: Bank Loan Sells at 83% Off in Secondary Market
GENERAL ELECTRIC: Moody's Holds 'Ba2' Rating on $35.741 Mil. Trust
GENERAL MOTORS: Bank Loan Sells at Almost 50% Discount
GENERAL MOTORS: Bondholders Form Committee to Negotiate Debt Swap
GENERAL MOTORS: Cuts U.S. Auto-Industry Sales Forecast to 10.5MM

GENERAL MOTORS: Posts All-Time Sales Record in LatAm, Africa & ME
GENERAL MOTORS: Says It Is on Track on Meeting Viability Plan
GOODY'S FAMILY: Creditors Want Petition Denied, Citing "Bad Faith"
GOTTSCHALKS INC: Gets Initial Okay to Use $20MM GE DIP Facility
GOTTSCHALKS INC: Receives Court Approval of First Day Motions

GOTTSCHALKS INC: Case Summary & 20 Largest Unsecured Creditors
GRAHAM PACKAGING: Bank Loan Sells at 21% Off in Secondary Market
GRAPHIC PACKAGING: Bank Loan Sells at 21% Off in Secondary Market
GREYBULL PETROLEUM: Voluntary Chapter 15 Case Summary
HEADWATERS INCORPORATED: Moody's Downgrades Corp. Rating to 'B2'

HEALTH MANAGEMENT: Bank Loan Sells at 32% Discount
HIGHWOODS REALTY: Moody's Affirms 'Ba1' Rating; Gives Pos. Outlook
HIOCEAN REALTY: Brick Hill to Sell Property at Auction on Feb. 19
HIOCEAN REALTY: To Auction Bridgehampton of Property Feb. 19
HUNTSMAN ICI: Bank Loan Continues to Sell at Substantial Discount

INSIGHT MIDWEST: Bank Loan Sells at 20% Off in Secondary Market
INTELSTAT LTD: Tender Offer Won't Affect S&P's 'B' Rating
INTERLAKE MATERIAL: Won't Close Sumter Plant; Has Buyer
ISLE OF CAPRE: Bank Loan Continues to Sell at Substantial Discount
ISLE OF CAPRI: $140 Mil. Tender Offer Won't Move S&P's 'B' Rating

KB TOYS: Wants Trademarks Excluded from Parent Co. Asset Sale
KRISPY KREME: Board of Directors Amends and Restates Bylaws
KRISPY KREME: Amends Employment Pacts with Four Top Executives
LANDAMERICA FINANCIAL: Bankruptcy Court to Hear 5 Investment Cases
LAS VEGAS SANDS: Bank Loan Trades at Near 50% Off

LAS VEGAS SANDS: Venetian Macau Bank Loan Sells at Almost 50% Off
LEAP WIRELESS: Bank Loan Sells at Substantial Discount
LEVEL 3: Bank Loan Sells at 31% Off in Secondary Market
LIZ CLAIRBORNE: Moody's Reviews 'Ba1' Ratings for Possible Cuts
LORUS THERAPEUTICS: Raises Going Concern Doubt

MANITOWOC CO: Bank Loan Trades Higher in Secondary Market
MARGAUX WARREN: Voluntary Chapter 11 Case Summary
METROPCS WIRELESS: Moody's Affirms 'B2' Corporate Family Rating
METROPCS WIRELESS: S&P Puts 'B' Rating on Proposed Senior Notes
MOTION PICTURE: Will Close Hospital & Care Residence by October

MOTOROLA INC: To Slash 4,000 More Positions; Sees Q4 Net Loss
NANOGEN INC: Noteholders Waive Milestone Covenant Compliance
MUELLER WATER: Bank Loan Sells at Substantial Discount
NATIONAL BEEF: Moody's Gives Stable Outlook; Affirms 'B2' Ratings
NAVISTAR INT'L: Cuts Ties With Ford, Ends Legal Fight

NEIMAN MARCUS: Bank Loan Sells at Substantial Discount
NORTEL NETWORKS: Bankruptcy Filing Cues S&P's Corp. Credit Rating
NORTHERN LIGHTS: Will Reorganize Into New Partnership
PALM BEACH CONFECTIONS: Files for Chapter 11 Protection
REGAL ENTERTAINMENT: Unit's Bank Loan Sells at 16% Discount

PARENT CO: Wants to Auction Off Assets on January 28
REVLON CONSUMER: S&P Retains 'CCC+' Rating on Senior Unsec. Notes
SALLY BEAUTY: Bank Loan Sells at 19% Discount in Secondary Market
SHANE CO: Laid Off Workers' Paychecks Bounce
SIMMONS BEDDING: Misses $7,900,000 Interest Payment on Jan. 15

SIX FLAGS: Bank Loan Sells at Substantial Discount
SPRING MTN: Case Summary & Largest Unsecured Creditor
STANDARD MOTOR: Refinancing Risk Cues Moody's Junk Corp. Rating
STAR TRIBUNE: Files for Chapter 11 Bankruptcy Protection
STAR TRIBUNE: Case Summary & 30 Largest Unsecured Creditors

SUNGUARD DATA: Bank Loan Sells at Substantial Discount
TELESAT HOLDINGS: Bank Loan Sells at Substantial Discount
THINKENGINE NETWORKS: Files for Chapter 7 Bankruptcy Protection
TISHMAN SPEYER: Moody's Affirms 'Ba2' Corporate Family Ratings
TRONOX INC: To Sue Kerr-McGee for Environmental Remediation Costs

US CENTRAL: Fitch Downgrades Individual Rating to 'D'
US TELEPACIFIC: S&P Junks Corp. Credit Rating; Outlook Negative
VALLEJO CITY: Bankruptcy Legal Fees Reached $2MM in October 2008
VALLEJO CITY: Gets More Time to Review Leases Related to COP Deal
VALLEJO CITY: Considers Community Land Trusts; Hires Consultant

VENETIAN MACAU: Bank Loan Sells at Near 50% Discount
VISTEON CORP: Cuts $55 Million Pension Protection Deal with PBGC
WADLEY REGIONAL: Case Summary & 20 Largest Unsecured Creditors
WELLMAN INC: 3rd Amended Plan Confirmed; Expects $35MM Exit Loan
WRANGELL SEAFOODS: Case Summary & 20 Largest Unsecured Creditors

XERIUM TECHNOLOGIES: Board Elects 3 Directors, OKs Award Program
XERIUM TECHNOLOGIES: To Close Unit, Cuts 6% of Workforce
XERIUM TECHNOLOGIES: Receives Non-Compliance Notice from NYSE
YELLOWSTONE CLUB: Court Allows Creditors to Pursue $272MM Debt
YOUNG BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $405MM

* 17 Largest Chapter 11 Filers in 2008
* Commercial Real Estate to Continue to Weaken, Study Says
* Current U.S. Retail Model Unsustainable, Says Grant Thornton

* Foreclosure Activity Rises 81% in 2008, RealtyTrac Reports
* INCAT Recommends Engineering Services Outsourcing for Detroit 3
* Majority of Senate Favors Release of 2nd Tranche of TARP Funds

* Osler Taps Anderson and Nicholson for Restructuring Practice
* James Sullivan Leaves McDermott to Join Arent Fox in New York

* BOOK REVIEW: Bankr. Investing: How to Profit from Distressed Cos


                            *********


3301 ATLANTIC: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 3301 Atlantic Avenue, LLC
        One Cross Island Plaza, Suite LL6
        Rosedale, NY 11422

Bankruptcy Case No.: 09-40189

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: January 14, 2009

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Kenneth M. Lewis, Esq.
                  klewis@rosenpc.com
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, NY 10017-2803
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102

Total Assets: $26.4 million

Estimated Debts: $21.0 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Bank, N.A.         mortgage loan     $16,239,561
as Trustee for the Registered
Holders of Wachovia Bank
Commercial Mortgage Trust,
Commercial Mortgage Pass-
Through Certificates, Series
2005-C22
c/o CW Capital Asset Mgt.
701 13th Street, N.W.
Suite 1000
Washington, DC 20005

McCarter & English, LLP
245 Park Avenue
27th Floor
New York, NY 10167
Tel: (212) 609-6800

Olympicorp Int'l LLC                             $2,463,956
One Cross Island Plaza
LL6
Rosedale, NY 11422

Anperg Inc.                                      $916,270
One Cross Island Plaza
Suite LL6
Rosedale, NY 11422

Annette Apergis                                  $167,000
One Cross Island Plaza
Suite LL6
Rosedale, NY 11422

Gersten Savage                                   $6,677
600 Lexington Avenue
New York, NY 10022

Blumberg Excelsior                               $82
52 S. Pearl St., 2nd Fl.
Albany, NY 12207

The petition was signed by Annette Apergis, president of Anperg
Inc. and managing member of the Debtor.


ACCS CORP: Creditor to Sell Pledge Shares in American Corrective
----------------------------------------------------------------
Levine Liechtman Capital Partners III, L.P., a California limited
partnership, in its capacity as collateral agent to a creditor of
ACCS Corp., will sell on Jan. 19, 2009, at 3:00 p.m. at the
offices of Irell & Manella LLP, 1800 Avenue of the Stars, Suite
900, in Los Angeles, these shares of capital stock and related
assets pledged to it by ACCS Corp.:

                                                     Percentage
                                                     of
                      Class of  Cert.    Number      Outstanding
Issuer               Stock     Number   of Shares   Shares
------               --------  ------   ---------  ------------
American Corrective   Common       8     2,500         100%
Counseling Services
Inc.

American Corrective   Series A    P-3    48,080.2942   100%
Counseling Services
Inc.

Levin Liechtman will sell the collateral to the highest qualified
bidder.  It reserves the right to bid for and purchase the
collateral at the public sale.  The sale of the collateral will be
"as, is, where is and with all faults," and no representation or
warranty is or will be made as to the collateral.  The collateral
will be sold as a block to a single purchaser and will not be
split up or broken down.

For more information concerning the collateral and the public
sell, interested bidders are requested to call Jason Schauer at
(310) 275-5335.

                         About ACCS Corp.

Located in San Clemente, California, ACCS Corp. is the parent
company of American Corrective Counseling Services, Inc.
American Corrective Counseling Services, Inc. operates as a
private contractor for prosecuting attorneys conducting bad check
diversion programs in the United States.  It provides recovery of
victim restitution, case preparation support, psychologically
based intervention classes, administrative, offender notification,
and compliance tracking services.

The company also provides bad check restitution programs, such as
intervention counselling classes for offenders; continuous
community outreach programs for merchant education and program
promotion; coordination of program information for law enforcement
and the prosecutor's office; investigation and preparation of
cases to be forwarded for prosecution review; and coordination of
recovery and disbursement of victim restitution.  It serves
district attorneys in Honolulu, Hawaii; Los Angeles, California;
Chicago, Illinois; and Miami, Florida.  American Corrective
Counseling Services, Inc. was founded in 1987 and is headquartered
in San Clemente, California.


ADVANSTAR COMMUNICATIONS: Weak Market Cues Moody's Junk Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded Advanstar Communications,
Inc.'s Corporate Family rating to Caa1 from B3 and changed the
rating outlook to negative reflecting Moody's view that continuing
weak market conditions will strain the company's liquidity profile
and pressure its financial metrics over the near term.

Details of the rating action are:

Ratings downgraded:

Advanstar Communications, Inc

  * Senior secured first lien term loan due 2014 -- to B2, LGD2,
    26% from B1, LGD2, 28%

  * Corporate Family Rating -- to Caa1 from B3

  * Probability of default rating - to Caa1 from B3

Ratings affirmed:

  * Senior secured second lien term loan due 2014 -- Caa2, LGD5,
    74%

The rating outlook is changed to negative from stable.

Moody's does not rate $93 million of senior unsecured notes issued
by intermediate holding company, Advanstar, Inc. or $35 million of
redeemable preferred stock issued by holding company, VSS- AHC
Holdings LLC.

The downgrade of the CFR to Caa1 largely reflects Moody's concern
that softening sales and EBITDA will continue unabated over the
near term, straining the company's liquidity and debt service
metrics, and precluding a reduction of consolidated debt (through
the holding company) below the 8.0 multiple of EBITDA target
previously set by Moody's. In addition the downgrade incorporates
Moody's view that decreased investor appetite for the B-2-B sector
has reduced the value of Advanstar's business substantially below
the company's current debt level, presenting weak recovery
prospects to debtholders in a default scenario.

The downgrade of the PDR to Caa1 incorporates Moody's view that
Advanstar will face near-term liquidity pressure as weak market
conditions continue to take hold of its served markets.  Moody's
concern regarding prospective covenant default has been allayed by
Advanstar's recent decision to retire its revolving credit
facility, leaving its remaining debt with incurrence tests, but no
financial ratio maintenance tests.  Nevertheless, the cancellation
of the revolver will deprive Advanstar of a potential source of
third party funding and leave the company's liquidity reliant upon
modest levels of cash and internally generated cash flow as well
as funding from its owners, including $10 million remaining from a
recent $35 million capital infusion, held in cash by VSS- AHC
Holdings LLC (ultimate holding company) which is available for
Advanstar's general corporate purposes.

The negative outlook underscores Moody's concern that Advanstar
will experience widening shortfalls to the plan prepared by
management in 2007, as its customers continue to cut-back on their
travel budgets, trade show attendance and spending on exhibit
space, particularly in the retail, healthcare and powersports
segments.  In addition, the negative outlook expresses Moody's
view that magazine advertising will face increasing secular
pressure in the face of electronic substitution, the latter
providing relatively low barriers to entry for existing or
emerging competitors.

The Caa1 Corporate Family rating incorporates Advanstar's heavy
debt burden and high financial leverage; its vulnerability to
business-to business spending and the strong competition which the
company faces from B-2-B rivals.  The ratings are supported by the
long-established reputation and barriers to entry enjoyed by
Advanstar's niche publications and trade shows, the leading market
position and must-attend nature of its MAGIC market place fashion
shows, the relative predictability of its near term exposition
sales, the diversification and severability of its portfolio of
assets and the proven willingness of its owners to provide ongoing
equity support.

The last rating action occurred on July 23, 2008, when Moody's
affirmed Advanstar's B3 CFR. Additional research, including the
most recent Credit Opinion, can be found on www.moodys.com.

Advanstar's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance for risk.
These attributes were compared against other issuers both within
and outside of Advanstar's core industry and Advanstar's ratings
are believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Woodland Hills, California, Advanstar
Communications is a leading provider of integrated marketing
solutions for the fashion and licensing, power sports and
automotive and life sciences segments.


AMC ENTERTAINMENT: Bank Loan Sells at Substantial Discount
----------------------------------------------------------
Participations in a syndicated loan under which AMC Entertainment
is a borrower traded in the secondary market at 79.09 cents-on-
the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 6.69 percentage
points from the previous week, the Journal relates. AMC
Entertainment pays interest at 175 points above LIBOR.  The bank
loan matures on January 23, 2013. The bank loan carries Moody's
Ba1 rating and Standard & Poor's BB- rating.

The Troubled Company Reporter said yesterday that AMC
Entertainment Inc.'s subsidiaries completed the sale of the 100%
ownership interest in Grupo Cinemex, S.A. de C.V. and Symphony
Subsisting Vehicle, S. de R.L. de C.V. owned by AMCE and its
subsidiaries to Entretenimiento GM de Mexico S.A. de C.V. pursuant
to a definitive Stock Purchase Agreement dated as of Nov. 5, 2008.
Cinemex operates 44 theatres with 493 screens in the Mexico City
Metropolitan area.

                    About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is a theatrical exhibition
company.  As of July 3, 2008, the company owned, operated or had
interests in 353 theatres and 5,117 screens, with 89% or 4,569 of
its screens in the U.S. and Canada and 11%, or 548 of its screens
in Mexico, China (Hong Kong), France and the United Kingdom.

The company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V. and AMC
Entertainment International Inc.

For thirteen weeks ended Oct. 2, 2008, the company reported net
earnings of US$3.6 million compared with net earnings of
US$36.9 million for the same period in the previous year.

For twenty-six weeks ended Oct. 2, 2008, the company reported net
earnings of US$14.4 million compared with net earnings of
US$59.0 million for the same period in the previous year.

At Oct. 2, 2008, the company's balance sheet showed total assets
of US$3.7 billion, total liabilities of US$2.6 billion and
stockholders' equity of US$1.1 billion.

As of Oct. 2, 2008, the company was in compliance with all
financial covenants relating to the Senior Secured Credit
Facility, the Cinemex Credit Facility, the Notes due 2016, the
Notes due 2014, and the Fixed Notes due 2012.

                         *     *     *

AMC Entertainment Inc. still carries Fitch Ratings' 'CCC+' senior
subordinate rating assigned on Jan. 12, 2006.


AMERICAN GREETINGS: Moody's Downgrades Corporate Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service lowered American Greetings Corp's
ratings, including its corporate family and probability of default
ratings to Ba2 from Ba1 and lowered the senior secured debt
ratings to Ba1 from Baa3 and the senior unsecured notes rating to
Ba3 from Ba2 as a result of the increase in debt versus Moody's
previous expectations for fiscal 2010 in order to fund AM's newly
established $75 million share repurchase program despite an
already sizable increase in debt during fiscal 2009 and a notable
deterioration in operating performance, particularly at the margin
level.  In addition, the ratings remain under review for possible
downgrade, given the potential for further leverage associated
with the acquisition of Recycled Paper Greetings which would
require incremental debt of about $74 million.  The review will
focus on expectations for operating cash flow for fiscal 2010 and
proceeds from asset sales as well as the potential for increasing
leverage and execution risk associated with the RPG transaction.

Ratings lowered and under review for possible downgrade:

  -- Corporate family rating lowered to Ba2 from Ba1;

  -- Probability-of-default rating lowered to Ba2 from Ba1;

  -- Senior secured revolving credit facility due 2011 at Ba1
     (LGD2, 24%, adjusted);

  -- Senior secured delay draw term loan facility due 2013 at Ba1
     (LGD2, 24%, adjusted); and

  -- Senior unsecured notes due 2016 lowered to Ba3 from Ba2
     (LGD5, 77%).

LGD assessments are not under review.

AM's Ba2 corporate family rating is primarily driven by the
significant business risks inherent in the greeting card industry
that is characterized by low or declining growth rates, weak
consumer branding, strong competition, and vulnerability to its
stronger retail customers and its ongoing consolidation.  Leverage
is high due to several factors including share repurchases,
weakening operating performance and significant operating leases
associated with AM's retail operations.

Notwithstanding these risks, the rating is supported by the
company's leading and stable market position in the U.S. greeting
card industry with approximately 30% to 35% market share (and a
stronger position with mass merchandisers), its long operating
history, the predictable demand for its products, and key
relationships with retail customers.  Importantly, the greeting
card sector continues to provide a relatively higher margin return
for its customers.  Additionally, the company's long-term
contracts and scan-based trading systems provide a meaningful
barrier to entry.

Moody's last rating action was on December 17, 2008 when AM's
ratings were placed under review for possible downgrade.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.8 billion for the twelve months ended
November 28, 2008.


AMERICAN GREETINGS: S&P Downgrades Corp. Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Cleveland, Ohio-based American
Greetings Corp., to 'BB+' from 'BBB-'.  At the same time, S&P
assigned recovery ratings to the company's secured and unsecured
debt facilities.  S&P assigned a '2' recovery rating, indicating
the lenders can expect significant (70%-90%) recovery in the event
of a payment default, to the company's $350 million senior secured
revolving credit facility maturing 2011 and $100 million senior
secured delay draw (currently undrawn) term loan maturing 2013.
As a result, the issue-level rating for these credit facilities
remains 'BBB-' (one notch above the corporate credit rating).
However, S&P lowered the issue-level rating on the company's
$200 million senior unsecured notes due 2016 to 'BB-' (two notches
below the corporate credit rating) from 'BB+' and assigned a
recovery rating of '6', indicating that noteholders can expect
negligible (0%-10%) recovery in the event of a payment default.

As of Nov. 28, 2008, American Greetings had about $448.6 million
in reported debt.

All ratings remain on CreditWatch with negative implications,
where S&P placed them on Dec. 23, 2008, following the company's
weaker-than-expected earnings announcement for the third quarter
ended Nov. 28, 2008.

"The downgrade reflects our concerns about weaker-than-expected
operating performance, higher leverage, and covenant cushion that
is likely tighter than S&P originally anticipated," said Standard
& Poor's credit analyst Christopher Johnson.

"We will review the company's financial and operating performance
and assess its future financial policies and ability to improve
covenant cushion before resolving the CreditWatch listing," he
continued.


AMERICAN PACIFIC: Gets OK to Tap Chesser & Barr as Bankruptcy Atty
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
granted American Pacific International, Inc. authority to employ
Chesser & Barr, P.A. as its bankruptcy counsel.

As the Debtor's bankruptcy counsel, Chesser & Barr is expected to:

  a. prepare various pleadings, applications, motions, responses,
     objections, and notices related to the administration of the
     case as well as conducting examinations incidental to the
     administration of this case and any proceedings therein;

  b. develop the relationship of the Debtor to the claims of
     creditors and other parties in interest in this case;

  c. advise the Debtor of its rights, duties, and obligations as
     a Debtor operating under Chapter 11 of the United States
     Bankruptcy Code;

  d. take any and all other necessary action incidental to
     the proper preservation and administration of this Chapter
     11 case;

  e. appear at various hearings on administrative and contested
     matters and in any adversary proceedings filed herein;

  f. advise and assist the Debtor in the formation and drafting
     of a plan of reorganization pursuant to Chapter 11 of the
     Bankruptcy Code, the disclosure statement, and any and all
     matters related thereto.

The current rate for Louis L. Long, Jr., Esq., in matters of this
type is $300.00 per hour, and the rate for certified paralegal
services charged by Chesser & Barr is currently $125.00 per hour.

Chesser & Barr was paid a prepetition, non-refundable retainer for
legal fees in the amount of $20,000.00 and $1,039.00 for the
filing fee.  In addition, the Debtor has deposited the sum of
$10,000.00 in the firm's trust account to be held as an additional
retainer.

To the best of the Debtor's knowledge, no member of the firm holds
or represents an interest adverse to this estate and all members
are "disinterested" persons as that term is defined under Sec.
101(14) of the the Bankruptcy Code.

Crestview, Florida-based American Pacific International, Ltd., dba
Shoal River Country Club and Adara Golf Club, operates a golf
course and shop.  The company filed for Chapter 11 protection on
Oct. 10, 2008 (Bankr. N.D. Fla. Case No. 08-31566).  In its
bankruptcy petition, the company listed assets of $12,435,231 and
debts of $6,025,130.


AMSCAN HOLDINGS: Earns $4.5 Million in Quarter ended September 30
-----------------------------------------------------------------
Amscan Holdings Inc. disclosed in a Form 10-Q filing with the
Securities and Exchange Commission its financial results for three
and nine months ended Sept. 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.6 billion, total liabilities of $1.2 billion and
stockholders' equity of about $400 million.

For three months ended Sept. 30, 2008, the company reported net
income of $4.5 million compared with net income of $424,000 for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $16.6 million compared with net loss of $6.4 million for
the same period in the previous year.

                 Liquidity and Capital Resources

In 2008, net cash of $9.4 million was provided by operating
activities compared to 2007 cash used in operating activities of
$9.7 million.

Net income, after adjusting for non-cash charges, provided cash of
$48.1 million in 2008 compared to $38.1 million in 2007.  Changes
in working capital resulted in use of cash of $38.8 million in
2008 compared to $47.8 million in 2007.  Cash was used in both
years to increase inventory in preparation for Halloween and to
pay down suppliers following the prior year-end.

Cash flows from financing activities were $42.3 million in 2008
compared to $38.1 million in 2007.  Proceeds from loans under its
revolving credit facilities to fund its operating and investing
activities were the main sources in both years.  At Sept. 30,
2008, the company has $46.2 million of availability remaining on
its primary revolving credit agreement, and Party City Franchise
Group, LLC had $5.5 million available under its separate revolving
credit agreement.

The company expects that cash generated from operating activities
and availability under its credit agreements will be its principal
sources of liquidity.

A full-text copy of the 10-Q is available from free at:

               http://ResearchArchives.com/t/s?37ff

                      About Amscan Holdings

Headquartered in Elmsford, New York, Amscan Holdings Inc. --
http://www.amscan.com/-- designs, manufactures, contracts for
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery.

The company also operates specialty retail party supply stores in
the United States, and franchises both individual stores and
franchise areas throughout the United States and Puerto Rico,
under the names Party City, Party America, The Paper Factory and
Halloween USA.  With the acquisition of Factory Card & Party
Outlet Corporation on Nov. 16, 2007, the company also operates
specialty retail party and social expressions supply stores under
the name Factory Card & Party Outlet.

                          *     *     *

Moody's Investors Service placed Amscan Holdings Inc.'s senior
subordinate ratings at 'Caa1' in December 2007.  The rating still
holds to date.


APEX SILVER: Wants to Access $35 Million Sumitomo DIP Facility
--------------------------------------------------------------
Apex Silver Mines Limited and affiliate Apex Silver Mines
Corporation ask the United States Bankruptcy Court for the
Southern District of New York for authority to obtain at least
$35 million in postpetition financing under the debtor-in-
possession credit and security agreement with Somitomo
Corporation.

As reported in yesterday's Troubled Company Reporter, Apex and its
wholly owned subsidiaries entered on Jan. 12, 2009, into a
purchase and sale agreement with Sumitomo and one of its wholly-
owned subsidiaries under which Sumitomo has agreed to purchase all
of the company's direct and indirect interests in the San
Cristobal mine in Positi, Bolivia, for US$27.5 million in cash.
The sale is subject to approval by the Bankruptcy Court.

The DIP facility will be used to fund working capital at the San
Cristobal Mine, to preserve value for the Debtors' estates, and to
enable them to sell their Bolivia mine facility and certain
related assets to Sumitomo.  As part of the deal, if the Debtors
consummate the Sumitomo purchase transaction, the Debtors will
neither repay the obligations under the DIP facility nor pay a
break-up fee and reimbursement amount.

The Debtors tell the Court that they need to access at least
$15 million in financing on the interim.  Under the DIP agreement,
the facility will terminate on the earliest of:

    i) March 31, 2009;

   ii) the date of a termination in case of an event of default;

  iii) 30 days after the Debtors' bankruptcy filing if the final
       order has not been entered by the Court;

   iv) the date of entry of an order of the Court confirming a
       plan of reorganization consented to by the DIP Lender
       consistent with the plan support agreement under which the
       DIP Lender consummates the purchase of the purchased
       properties in accordance with the purchase agreement; or

    v) the Debtors' entry into definitive documentation to
       consummate an alternative transaction.

The facility will accrue interest at 15% per annum.

All obligations will constitute administrative expenses of the
Debtors in the Chapter 11 case, with administrative priority and
senior secured status under sections 364(c) and 364(d)(1) of the
United States Bankruptcy Code.  In addition, the DIP lender will
be granted security interests and liens on the collateral which
will have the priority and senior secured status, as security for
the Debtors' obligations.

The DIP facility is subject to a $1 million carve-out to pay any
unpaid fees to the bankruptcy clerk and the actual fees and
expenses incurred by professionals retained by the Debtors.  The
Debtors are allowed to use up to $250,000 carve-out to pursue any
rights or remedies under the purchase agreement.

The DIP agreement contains customary and appropriate events of
default.  The Debtors wants to present the request before the
Court on Jan. 27, 2009, for final approval.

A full-text copy of the debtor-in-possession credit and security
agreement with the Debtors and Sumitomo is available for free at:

               http://ResearchArchives.com/t/s?3806

A full-text copy of Asset Purchase Agreement between the company
and Sumitomo is available for free at

               http://ResearchArchives.com/t/s?37f3

Headquartered in Denver, Colorado, Apex Silver Mines Limited --
http://www.apexsilver.com-- explores and develops silver and
other mineral properties in Central and South America. The company
is based in George Town, Cayman Islands.  The company and its
affiliate, Apex Silver Mines Corporation, filed for Chapter 11
protection on January 12, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-10182).  James L. Bromley, Esq., and Sean A. O'Neal, Esq., at
Cleary Gottlieb Steen & Hamilton LLP, represent the Debtors in
their restructuring efforts.  The proposed Davis Graham & Stubbs
LLP as special purpose counsel; Jefferies & Co, Inc. as financial
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $500 million to $1 billion each.


APEX SILVER: Wants More Time to File Schedules and Statements
-------------------------------------------------------------
Apex Silver Mines Limited and Apex Silver Mines Corporation ask
the United States Bankruptcy Court for the Southern District of
New York to extend the time for filing their schedules of assets
and debts, and statement of financial affairs until 30 days after
their bankruptcy filing.

The Debtors say that they were unable to fully gather the
necessary information to prepare the requirements.

Headquartered in Denver, Colorado, Apex Silver Mines Limited --
http://www.apexsilver.com-- explores and develops silver and
other mineral properties in Central and South America. The company
is based in George Town, Cayman Islands.  The company and its
affiliate, Apex Silver Mines Corporation, filed for Chapter 11
protection on January 12, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-10182).  James L. Bromley, Esq., and Sean A. O'Neal, Esq., at
Cleary Gottlieb Steen & Hamilton LLP, represent the Debtors in
their restructuring efforts.  The proposed Davis Graham & Stubbs
LLP as special purpose counsel; Jefferies & Co, Inc. as financial
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $500 million to $1 billion each.


ARGON CAPITAL: Fitch Withdraws 'BB-' Rating on $115 Mil. Notes
--------------------------------------------------------------
Fitch has withdrawn its rating on Argon Capital Public Limited
Company (Argon Series 103):

  -- $115,000,000 Series 103 limited recourse secured floating-
     rate credit-linked notes due 2053, rated 'BB-' Rating Watch
     Negative, rating withdrawn.

The arranger, Merrill Lynch International, has indicated to Fitch
that the transaction was terminated on Jan. 12, 2009, with the
trust repurchasing the notes.  However, no information regarding
the final settlement terms was provided.  The agency's policy on
withdrawing ratings is to take into consideration whether it has
access to sufficient information in assessing the credit quality
of the notes at the time of the withdrawal.  Fitch has withdrawn
its rating on the notes due to lack of sufficient information
regarding the termination proceedings.


ARGON CAPITAL: Fitch Withdraws 'BB' Rating on $125 Mil. Notes
-------------------------------------------------------------
Fitch has withdrawn its rating on Argon Capital Public Limited
Company (Argon Series 102):

  -- $125,0000,000 Series 102 limited recourse secured floating-
     rate credit-linked notes due 2046, rated 'BB+' Rating Watch
     Negative, rating withdrawn.

The arranger, Merrill Lynch International, has indicated to Fitch
that the transaction was terminated on Jan. 12, 2009, with the
trust repurchasing the notes.  However, no information regarding
the final settlement terms was provided.  The agency's policy on
withdrawing ratings is to take into consideration whether it has
access to sufficient information in assessing the credit quality
of the notes at the time of the withdrawal.  Fitch has withdrawn
its rating on the notes due to lack of sufficient information
regarding the termination proceedings.


ARGON CAPITAL: Fitch Withdraws 'BB' Rating on $60 Mil. Notes
------------------------------------------------------------
Fitch has withdrawn its rating on Argon Capital Public Limited
Company (Argon Series 101):

  -- $60,0000,000 Series 101 limited recourse secured floating-
     rate credit-linked notes due 2050, rated 'BB' Rating Watch
     Negative, rating withdrawn.

The arranger, Merrill Lynch International, has indicated to Fitch
that the transaction was terminated on Jan. 12, 2009, with the
trust repurchasing the notes.  However, no information regarding
the final settlement terms was provided.  The agency's policy on
withdrawing ratings is to take into consideration whether it has
access to sufficient information in assessing the credit quality
of the notes at the time of the withdrawal.  Fitch has withdrawn
its rating on the notes due to lack of sufficient information
regarding the termination proceedings.


ATHEROGENICS INC: Court OKs $125,000 Severance Pay for Executives
-----------------------------------------------------------------
AtheroGenics, Inc., disclosed in a regulatory filing that Drs.
Medford and Montgomery, and Messrs. Colonnese and Gaynor will each
receive a cash payment of $125,000 in the event of their
involuntary separation from the company.

On Nov. 18, 2008, the United States Bankruptcy Court for the
Northern District of Georgia approved the payment of severance to
employees of AtheroGenics, Inc., upon their involuntary separation
from the company.  The objection period specified in the order
expired Dec. 8, 2008, and as a result the order is now final.

Since the amount is substantially lower than the amount of
severance that would have been payable under each of the named
executive officer's employment agreement, each named executive
officer will also have a non-priority, general unsecured claim
against the company's bankruptcy estate for the difference.

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

                     About AtheroGenics, Inc.

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

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

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

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

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

As of Sept. 30, 2008, AtheroGenics had $55,858,367 in total
assets; $306,728,421 in liabilities subject to compromise and
$303,060 in total current liabilities, not subject to compromise;
and $251,173,114 in shareholders' deficit.


AVANTAIR INC: Completes Warrant Retirement Program, Tender Offer
----------------------------------------------------------------
Avantair, Inc., completed a warrant retirement program, which was
designed to reduce the overhang of the publicly traded warrants on
its common stock and to provide greater liquidity for its common
stock.  The program was conducted pursuant to a tender offer that
expired on Dec. 12, 2008, at 5 p.m., Eastern Standard Time.

Avantair, Inc. commenced the program on Nov. 14, 2008.  The
company modified the 13,800,000 warrants to reduce the per-share
exercise price from $5.00 to $2.75.  In addition, for each warrant
exercised by a holder at the reduced exercise price, the holder
will have the option to engage in a cashless exercise by
exchanging ten additional warrants for one additional share of
common stock.  Warrants tendered for cashless exercise may only be
tendered in groups of ten and no fractional shares will be issued
for odd lots of nine or less.  For example, a holder of 100
warrants who wishes to take maximum advantage of the cashless
exercise feature will exercise nine warrants in a cash exercise,
thereby receiving nine shares of common stock and becoming
eligible to tender up to 90 warrants in a cashless exercise.  The
holder will tender the 90 warrants in a cashless exercise and
receive nine additional shares of common stock.  The one remaining
warrant would only be exercisable on a cash basis.

The tender offer presented holders of all 13,800,000 outstanding,
publicly traded warrants with the opportunity to exercise the
warrants on amended terms.  Under the tender offer, no warrants
were exercised and the company decided not to extend the offer.
The original terms of the warrants are reinstituted and the
warrants will expire on Feb. 23, 2009, unless earlier redeemed
according to their original terms.

Questions regarding the tender offer may be directed to Morrow &
Co., LLC, the information agent for the tender offer.  Banks and
brokerage firms may call Morrow at (203) 658-9400.  Holders may
call Morrow toll free at (800) 607-0088.

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.
It also recently announced an order of 20 Embraer Phenom 100s.
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $187,529,411 and total liabilities of $222,897,177, resulting
in a stockholders' deficit of $35,367,766.

For three months ended Sept. 30, 2008, the company posted net loss
of $3,335,733 compared with net loss of $4,792,698 for the same
period in the previous year.

At Sept. 30, 2008, and June 30, 2008, Avantair had a working
capital deficit of approximately $29 million and $30.2 million and
an accumulated deficit of approximately $80 million and
$77 million.  As of Sept. 30, 2008, cash and cash equivalents
amounted to approximately $8.2 million.


AVANTAIR INC: Board OKs Leadership Deferred Compensation Plan
-------------------------------------------------------------
Avantair Inc. disclosed in a filing with the Securities and
Exchange Commission that it adopted the Avantair Leadership
Deferred Compensation Plan.  The board of directors approved the
Plan for a select group of management or highly compensated
employees, and non-employee directors, effective Jan. 1, 2009.

The Plan is comprised of an Adoption Agreement and a Basic Plan
Document.  The Plan is a nonqualified, unfunded deferred
compensation plan that provides specified benefits to a select
group of management or highly compensated employees.

Specifically, the Plan is intended to:

   -- provide participants with supplemental retirement benefits
      determined by the company in its complete discretion (which
      amounts may vary by participant and which are subject to a
      vesting requirement); and

   -- allow participants to defer compensation in excess of the
      amounts permitted under the Avantair Inc. 401(k) Profit
      Sharing Plan & Trust.

Investment returns on amounts credited pursuant to the Plan are
based on one or more investment funds selected by a participant
from among those provided under the Plan.

The Plan will provide the payments to a participant who separated
from service in a single lump sum or in annual installments over
5, 10, or 15 years, as elected by the participant.  Payments will
be made in a single lump sum due to the participant's death,
disability, or termination of the plan.

In addition, in the event of an unforeseeable financial emergency,
a participant may make a written request to the Plan administrator
for a hardship withdrawal.  No income taxes are payable on amounts
credited pursuant to the Plan until paid to the participant.

The company may amend or terminate the Plan at any time.

A full-text copy of the Nonqualified Deferred Compensation Plan
Adoption Agreement is available for free at:

               http://ResearchArchives.com/t/s?3804

A full-text copy of the Leadership Deferred Compensation Plan is
available for free at:

               http://ResearchArchives.com/t/s?3805

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.
It also recently announced an order of 20 Embraer Phenom 100s.
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $187,529,411 and total liabilities of $222,897,177, resulting
in a stockholders' deficit of $35,367,766.

For three months ended Sept. 30, 2008, the company posted net loss
of $3,335,733 compared with net loss of $4,792,698 for the same
period in the previous year.

At Sept. 30, 2008, and June 30, 2008, Avantair had a working
capital deficit of approximately $29 million and $30.2 million and
an accumulated deficit of about $80 million and $77 million.  As
of Sept. 30, 2008, cash and cash equivalents amounted to
approximately $8.2 million.


AVANTAIR INC: Secures $5.2 Million Financing from Century Bank
--------------------------------------------------------------
Avantair, Inc., entered into a Promissory Note with Century Bank,
F.S.B., effective Jan. 9, 2009, pursuant to which Lender agreed to
provide financing to Avantair, Inc. in the amount of $5,200,000 to
be used towards the purchase of new Piaggio P-180 aircraft.

Avantair, Inc. will pay these fees for the Note:

   1) $75,000 on the effective date of the Note; and

   2) $75,000 on the 9th day of each month thereafter until
      repayment in full of the principal amount of the Note.  The
      principal amount of the Note will be paid in full within
      120 days from the effective date of the Note.  Avantair,
      Inc. will make partial payments to Lender in $325,000
      increments upon the closing of each fractional interest and
      Lender will provide partial lien releases as to the
      respective fractional interests sold.

Additionally, Avantair, Inc., will also pay a fee of $52,000 at
the time of repayment in full of the principal amount of the Note,
constituting a fee of 1% of the principal amount.  If repayment is
made in full within 90 days after the effective date of this Note,
the fee will be reduced to $26,000, constituting a fee of 0.5% of
the principal amount.

A full-text copy of the Promissory Note is available for free at
http://ResearchArchives.com/t/s?3807

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.
It also recently announced an order of 20 Embraer Phenom 100s.
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $187,529,411 and total liabilities of $ 222897177, resulting in
a stockholders' deficit of $35,367,766.

For three months ended Sept. 30, 2008, the company posted net loss
of $3,335,733 compared with net loss of $4,792,698 for the same
period in the previous year.

At Sept. 30, 2008, and June 30, 2008, Avantair had a working
capital deficit of approximately $29 million and $30.2 million and
an accumulated deficit of approximately $80 million and
$77 million.  As of Sept. 30, 2008, cash and cash equivalents
amounted to approximately $8.2 million.


AVENTINE RENEWABLE: Moody's Junks Corp. Family Rating from 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Aventine Renewable Energy
Holdings, Inc.'s Corporate Family Rating to Caa2 from B3 and the
rating on its senior unsecured notes to Caa3 from Caa1.  The
downgrade reflects the continued poor ethanol industry conditions
that have contributed to lackluster cash margins and Aventine's
inability to secure alternative sources of financing to improve
its liquidity.  The speculative grade liquidity rating of SGL-4
(indicating weak liquidity) was confirmed.  This concludes the
ratings review commenced September 23, 2008.  The outlook is
negative.  These summarizes the ratings.

Aventine Renewable Energy Holdings, Inc.

Ratings changes:

  * Corporate Family Rating -- Caa2 from B3

  * Probability of Default Rating -- Caa2 from B3

  * $300mm Sr unsec notes due 2017 -- Caa3 (LGD5, 78%) from Caa1
    (LGD5, 77%)

Rating confirmed:

  * Speculative grade liquidity rating - SGL-4
  * Ratings outlook: negative

The downgrade reflects the low ethanol industry margins that may
not allow for sufficient cash flow and liquidity to support
Aventine's operating needs as well as debt service requirements.
Aventine's liquidity has declined over the past year as the
company has made capital expenditures for new production
facilities.  The company has stopped construction on the new
Aurora, Nebraska and Mt. Vernon, Indiana ethanol plants to
conserve liquidity, and has benefited from lower working capital
requirements in the second half of 2008.  However, the company is
required to make payments to its construction contractor for
contract suspension costs and any construction obligations already
incurred and must make a $15 million interest payment on its
$300 million notes on April 1, 2009.  Aventine relies on its
$200 million revolving credit facility and existing cash balances
to support its liquidity.  The company is not expected to have a
fixed charge coverage ratio in excess of 1.10:1.00 and thus will
not have access to the last $50 million of availability under its
revolver.  Usage during the fourth quarter of 2008 is expected to
result in little current borrowing capacity.  The company may not
have sufficient liquidity to cover unforeseen sector circumstances
such as a large rise in working capital needs (e.g., due to higher
corn costs) or to support hedging activities.  However, there
remains the possibility that further government support through
regulatory changes or other mechanisms could benefit the ethanol
industry's economics, allowing the company's financials to
improve.

Continued tumultuous capital market conditions and unattractive
industry margins have not allowed Aventine access to additional
capital.  Aventine's CFR and negative outlook reflects Moody's
expectation that it will likely continue to be difficult for
ethanol companies to raise capital.  As a result, the company will
likely be largely reliant on its existing liquidity and cash flow
from operations, which may not be sufficient to satisfy its
operating and debt service needs.

Moody's most recent announcement concerning the ratings for
Aventine was on September 23, 2008.  At that time, the CFR was
downgraded to B3 from B2 and the rating on the $300 million senior
unsecured notes due 2017 was downgraded to Caa1, reflecting the
decline in Aventine's liquidity and Moody's expectations for weak
future operating cash flows.  The ratings were also put under
review for a possible downgrade.

Aventine is a U.S. producer and marketer of ethanol used as a
blending component for gasoline.  The company produces ethanol and
co-products at its Pekin, Illinois wet milling and dry milling
plants, and its dry milling Aurora, Nebraska plant.

Additionally, the firm operates a marketing alliance that pools
ethanol from multiple third party producers and sells it
nationwide for which it receives a commission.  Revenues for the
LTM ended September 30, 2008, were approximately $2.1 billion.


BERNARD L. MADOFF: HSBC and UBS Linked to US$3.2BB Madoff Losses
----------------------------------------------------------------
Bloomberg News reports HSBC Holdings Plc and UBS AG may be liable
for as much as US$3.2 billion of losses linked to Bernard L.
Madoff's firm for serving as financial custodians at funds in
Luxembourg and Ireland.

The report says financial regulators in Luxembourg and Ireland
have said in separate statements that custodians retain
responsibility for monitoring and supervising funds, even if
assets are placed with a third party.

Those looking to recoup money would have to prove the banks failed
to fulfill their duties, according to nine lawyers surveyed by
Bloomberg News.

However, the report relates Paul Mousel, co-head of the financial
services practice at law firm Arendt & Medernach in Luxembourg,
who is representing both banks, said HSBC and UBS's custodian
roles for the Luxembourg funds are limited because they were set
up by investors specifically looking to place money with Mr.
Madoff.

"The arrangements that were put in place from the beginning are
arrangements that gave to the custodian a very, very, very small
role to play, especially regarding the safekeeping of the
securities, which allegedly would have been purchased by the
investors' moneys," Mr. Mousel was quoted by Bloomberg News as
saying.

HSBC said in a December 15 press statement it has around
$1 billion in potential exposure through financing provided to a
small number of institutional clients who invested in funds with
Mr. Madoff's firm.

UBS meanwhile said it doesn't have material exposure to Mr.
Madoff's firm and declined to comment on the liability issue,
Bloomberg News relates.

                    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 US$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.


BERNARD L. MADOFF: PBGC Asserts Pension-Related Claims
------------------------------------------------------
American Bankruptcy Institute reports that The Pension Benefit
Guaranty Corp. identified itself as a creditor in the liquidation
of Bernard Madoff's firm, suggesting it is preparing for
bankruptcies by companies in the wake of an alleged $50 billion
Ponzi scheme.

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.


BERNARD L. MADOFF: Ezra Merkin Subpoenaed on Fraud Involvement
--------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that the New York
Attorney General Andrew Cuomo has subpoenaed former GMAC Financial
Services Chairman J. Ezra Merkin in a probe on his alleged
involvement in the Bernard Madoff fraud.

WSJ relates that Mr. Merkin entrusted billions of dollars of his
investors' funds to Mr. Madoff.  Mr. Cuomo, the report states,
also issued subpoenas on three of Mr. Merkin's funds.  The report
says that Mr. Cuomo is seeking information from Mr. Merkin and his
Gabriel Capital Corp., Ariel Fund Ltd. and Ascot Partners LP.

According to WSJ, angry investors that include New York University
are suing Mr. Merkin and his funds.  WSJ states that Mr. Merkin
said he will wind down Ariel, a partnership between Mr. Merkin and
Fortis Bank.

An attorney for Mr. Merkin said that his client was among the
largest victims in the Madoff fraud, WSJ reports.

                   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.


BOOM DRILLING: Wants to Sell Rig Assets to Laurus for $95-Mil.
--------------------------------------------------------------
Boom Drilling, Inc., Boomer Mud Pump, LLC, J&J Air Drilling, Inc.,
and Rocket Companies, LLC ask the U.S. Bankruptcy Court for the
Western District of Oklahoma for authority to

   i) sell to Laurus Master Fund Ltd. certain assets including
      collateral for debt that was originally owed to
      International Bank of Commerce, free and clear of liens,
      claims and encumbrances, and to

  ii) assume and assign to Laurus executory contracts in
      connection therewith.

On or about Nov. 25, 2008, the IBC debt, and accompanying liens
and security interests, was acquired by Laurus.

In consideration for the acquisition of the assets, Laurus will
make a credit bid of $95 million, consisting of all debt that
Laurus acquires from IBC and approximately $94.5 million of the
Laurus Debt.  Laurus has also agreed to pay all cure amounts
associated with the assumption and assignment of the Assumed
Contracts.  Laurus will not be acquiring any cash, accounts
receivable for work completed prior to the Closing Date, real
property or rolling stock of the Debtors.

If the sale closes, $95 million of secured debt owed to Laurus and
IBC will be extinguished.  Laurus will retain an allowed general
unsecured claim against the estates for the remaining pootion of
its debt against the Debtors.  Laurus will release all liens,
security interests and pledges granted by the Debtors and held by
Laurus which attach to any property owned by the Debtors, and any
claims that could be asserted by Laurus against the Debtors, other
than (a) the Retained Claim and (b) any claims arising under the
APA or any documents in connection with the APA.

                         Purchased Assets

The Purchased Assets consist of:

(a) certain rig assets;

(b) all rig contracts;

(c) all equipment and inventory;

(d) intellectual property, together with the right to sue and
     recover for past, present or future infringements or
     misappropriations thereof;

(e) all deposits and prepaid expenses relating to any assumed
     contract;

(f) all assumed leases;

(g) any accounts receivable, excluding any excluded assets,
     arising on or prior to the Closing Date to the extend such
     accounts receivable relate to services to be performed on or
     after the Closing Date;

(h) all books, records, papers and instruments of whatever
     nature and wherever located;

(i) all insurance proceeds, claims, causes of action and all
     other claims relating to the purchased assets and assumed
     contracts, in each case, other than a certain Sedna Claim;
     and

(j) subject to the exclusions, all other or additional
     privileges, rights, interests, properties and assets of every
     kind and description and wherever located.

As of Sept. 8, 2008, Boom Drilling owed Laurus Master Fund, Ltd.
and its assigns in excess of $100 million, consisting of
approximately $79.5 million in unpaid principal and approximately
$21.5 million in past due interest and fees.

This debt is the result of a financing transaction that closed on
March 31, 2007.  Laurus holds a first priority interest in and
lien on the Debtors' equipment, inventory, and fixtures, including
but not limited to, all drilling rigs, the rigs' substructure,
engines, braking systems, drill pipes, drill collars, machinery,
tools, supplies, parts and other items and types of goods used or
acquired in connection with the rigs.  The collateral also
consists of all chattel paper relating to the rigs and all
accounts, general intangibles and payment intagibles to the extent
arising from the sale, transfer or other disposition of the rigs
and collateral.

                        Termination Events

The APA contains various termination events, which include the
right of Laurus to terminate the APA prior to closing if there has
been a material adverse effect or if the sale order has not been
entered by Jan. 28, 2009, or the sale has not closed by Feb. 15,
2009.

                      Qualification Deadline

"Qualified Bids" will be received by no later than 4:00 p.m.
Central Time on the date that is two business days prior to the
scheduled sale hearing.

All overbids must be for all of the Purchased Assets, including
the Assumed Contracts, and must provide for cash consideration to
the Debtors that is in excess of the amount of Laurus' credit bid.

The bid will not contain any conditions to closing based upon the
ability of the potential bidder to obtain financing, the outcome
of unperformed due diligence by the potential bidder, or any
reason other than those set forth in the APA.  The bid will state
a proposed cash purchase price, which must be at least equal to
the amount of the $95 million credit bid offered by Laurus, plus
at least $25,000 which proposed purchase must be payable all in
cash at closing.

Pursuant to the APA, if there is a Qualified Bidder in addition to
Laurus, then an auction in Court will be held at the sale hearing.
If there is no Minimum Initial Overbid, then Laurus will be the
successful bidder for the Purchased Assets and no auction will be
held.

A full-text copy of the Asset Purchase Agreement, dated Dec. 31,
2008, between Laurus Master Fund, Ltd. and Boom Drilling, Inc. is
available for free at:

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

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and $500 million, and debts of
between $50 million and $100 million.


BOOM DRILLING: Wants to Sell Oil and Gas Interests to Laurus
------------------------------------------------------------
Boom Drilling, Inc., Boomer Mud Pump, LLC, J&J Air Drilling, Inc.,
and Rocket Companies, LLC, ask the U.S. Bankruptcy Court for the
Western District of Oklahoma for authority to:

(i) sell to Laurus Master Fund, Ltd. all of its interests in a
     certain oil and gas wellbore described as "Stone Top #1 Well"
     located in Cleveland County, at SW/4 Section 34-T8N-R2W and
     all agreements, contracts, leases, interests, payments,
     royalties, hydrocarbons, instruments and other documentation
     relating thereto, free and clear of liens, claims and
     encumbrances; and

(ii) assume and assign certain executory contracts and unexpired
     leases, to Laurus.

All claims and interests of any entity against the purchased
assets will attach after the sale to the proceeds of the sale,
with the same validity, force and effect, if any, and subject to
the same rights, claims, and defenses of the Debtors.

Laurus will make cash payment of $25,000, subject to overbid.
Laurus has agreed to pay all cure amounts associated with the
assumption and assignment of the assumed contracts.

The Debtors tell the Court that they believe that the $25,000
consideration for the purchased assets is a purchase price and
will provide the Debtor's estates with funds to pay the existing
claims of the Debtors' creditors.

                        Termination Events

Laurus has the right to terminate the Asset Purchase Agreement
prior to closing if there has been a material adverse effect or if
the sale has not been entered by Jan. 18, 2009, the sale has not
closed by Feb. 15, 2009, or if the sale contemplated by the Rig
Asset Purchase Agreement has not been approved by the Court and/or
the sale does not close.

                      Qualification Deadline

The Debtor proposes a date that is two business days prior to the
scheduled sale hearing for all qualified bidders to submit their
bids to the purchased assets.

Bids will contain terms and conditions for the purchase of the
purchased assets that are substantially identical to or better
than those contained in the APA.  Bids will state a proposed cash
purchase price, which must be at least equal to the amount of
$25,000, plus at least $10,000 which proposed purchase price must
be payable all in cash at closing, and will not contain any
conditions to closing based upon the ability of the potential
bidder to obtain financing, the outcome of unperformed due
diligence by the potential bidder, or any reason other than those
set forth in the APA.

If there is a qualified bidder in addition to Laurus, then an
auction in Court will be held at the sale hearing for the
purchased assets.  If there is no Minimum Initial Overbid, then
Laurus will be the successful bidder for the purchased assets and
no auction will be held.

              Debtor Owes Laurus More than $100-Mil.

As of Sept. 8, 2008, Boom Drilling owed Laurus in excess of
$100 million, consisting of approximately $79.5 million in unpaid
principal and approximately $21.5 million in past due interest and
fees.  This debt is secured by Debtors' equipment, inventory, and
fixtures, including but not limited to, all drilling rigs, the
rigs' substructure, engines, braking systems, drill pipes, drill
collars, machinery, tools, supplies, parts and other items and
types of goods used or acquired in connection with the rigs.  The
collateral also consists of all chattel paper relating to the rigs
and all accounts, general intangibles and payment intangibles to
the extent arising from the sale, transfer or other disposition of
the rigs and collateral.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom. Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and $500 million, and debts of
between $50 million and $100 million.


BOOM DRILLING: Selling Claims Against Sedna Energy for $25,000
--------------------------------------------------------------
Boom Drilling, Inc., Boomer Mud Pump, LLC, J&J Air Drilling, Inc.,
and Rocket Companies, LLC, ask the U.S. Bankruptcy Court for the
Western District of Oklahoma for authority to sell:

  i) certain claims and causes of against Sedna Energy Inc.
     related to the Drilling Bid Proposal and Daywork Drilling
     contract dated as of Aug. 7, 2008, in connection with
     certain wells located in Pittsburg County, Oklahoma, subject
     to overbid, and to

  2) assume and assign certain executory contracts in connection
     therewith, to Laurus Master Fund, Ltd.

In consideration for the acquisition, Laurus will make a cash
payment of $25,000 subject to overbid.  Laurus has also agreed to
pay all cure amounts associated with the assumption and assignment
of the Assumed Contracts.

       Boom Drilling Owes Laurus in Excess of $100 Million

As of Sept. 8, 2008, Boom Drilling owed Laurus in excess of
$100 million, consisting of approximately $79.5 million in unpaid
principal and approximately $21.5 million in past due interest and
fees.  This debt is secured by  Debtors' equiment, inventory, and
fixtures, including but not limited to, all drilling rigs, the
rigs' substructure, engines, braking systems, drill pipes, drill
collars, machinery, tools, supplies, parts and other items and
types of goods used or acquired in connection with the rigs.  The
collateral also consists of all chattel paper relating to the rigs
and all accounts, general intangibles and payment intangibles to
the extent arising from the sale, transfer or other disposition of
the rigs and collateral.

Contemporaneously with this request, the Debtors are also seeking
Court approval to sell to Laurus all of the assets described above
and certain other assets (the "Rig Sale Motion").

                        Termination Events

The Asset Purchase Agreement dated Dec. 31, 2008, contains various
termination events, which include the right of Laurus to terminate
the APA rior to closing if there has been a material adverse
effect or if the sale order has not been entered by Jan. 28, 2009,
the sale has not closed by Feb. 15, 2009, or if the sale
transaction contemplated by the Rig Asset Purchase Agreement has
not been approved by the Court and/or the sale does not close.

                      Qualification Deadline

Qualified bids must be received no later than 4:00 p.m. Central
Time on the date that is two business days prior to the scheduled
hearing.

All overbids must be for all of the Purchased Assets, including
the Assumed Contracts, and must provide for cash consideration to
the Debtors that is in excess of the amount of Laurus' $25,000
cash bid.

Bids shall not contain any conditions to closing based upon the
ability of the potential bidder to obtain financing, the outcome
of unperformed due diligence by the potential bidder, or any
reason other than those set forth in the APA.  Bids must be at
least equal to the amount of $25,000, plus at least $10,000 (the
"Minimum Initial Overbid") which proposed purchase price must be
payable all in cash at closing.

If there is a Qualified Bidder in addition to Laurus, then an
auction in Court will be held at the sale hearing for the
purchased assets.  If there is no Minimum Initial Overbid, then
Laurus will be the successful bidder for the purchased assets and
no auction will be held.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and $500 million, and debts of
between $50 million and $100 million.


BORDERS GROUP: Consultant Says Chapter 11 a Viable Alternative
--------------------------------------------------------------
Jim Milliot at Publishers Weekly reports that Marshall Goldsmith,
a management consultant, said that Borders Group's filing for
Chapter 11 was a "viable alternative" to restructure the company.

According to Publishers Weekly, publishers are anxious to hear
Borders Group CEO Ron Marshall's plan for reviving Borders.
Mr. Marshall, says Publishers Weekly, contacted the heads of the
major houses.  Citing several executives, the report states that
Mr. Marshall gave no indication of what changes he has in mind for
Borders.

Publishers Weekly relates that Mr. Marshall would go to New York
in a couple of weeks to discuss with publishers his ideas for the
future.

Borders chairperson Larry Pollock said in a statement that it is
"imperative" that the firm "more aggressively attack" initiatives
that have helped it lessen its debt, boost cash flow, cut
expenses, and enhance inventory productivity.  Mr. Jones,
according to Publishers Weekly, admitted that Borders may have
gone too far in cutting inventory and that the chain had started
to restore certain titles to some stores.  The report says that
the reduction in titles had contributed to a drop in third-quarter
sales and was likely a factor in Borders' weak holiday results.
According to the report, total sales at Borders declined by 11.7%.

Publishers Weekly says that Mr. Goldsmith also said that Borders
could have a quasi-bankruptcy, in which the firm meets with
various partners and convinces them that the best way to avoid
Chapter 11 is to work out new terms.  Borders was reportedly
considering asking publishers to extend payment terms.

                         About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com-- describes itself as a
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide. Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.


BOSCOV'S INC: Cambria and Lebanon Counties to Back $35MM Loan
-------------------------------------------------------------
As widely reported, Cambria and Lebanon Counties in Pennsylvania
have agreed to guarantee their share in the $35 million federal
funds needed to help Boscov's Inc., keep its business running.

Cambria will guarantee $5.8 of the $35 million federal loans from
Pennsylvania State, wearecentralpa.com said on January 2, 2009.
Lebanon County also agreed to guarantee the same amount of loan,
pennlive.com said.

"There are assurances that the Boscov's of Cambria County will
remain.  They are important to us in the fact that they have 140
employees and have always proven to be an excellent corporate
neighbor and contributor to important activities within the
county, weareCentralIPA.com quoted Cambria's President
Commissioner P.J. Stevens, as saying.

Pennlive.com said the Lebanon commissioners voted 3-0 in favor of
approving the loan guarantee.  Executive Director Raymond Bender,
for the Lebanon County Redevelopment Authority told the news
agency that the risk to the county is "very remote" as the loan is
guaranteed by Boscov's real estate and inventory of more than
$188 million, as well as by the state.

Six Pennsylvania counties have to approve the loan before it goes
through the state Department of Community and Economic
Development, Pennlive.com said.

Blair County, one of those six Pennsylvania counties, reportedly
is willing to back the deal as long as the State will guarantee
that Blair County will not face any financial liability as a
result of the backing, weareCentralIPA.com said.  Blair County,
however, will have to wait for one more week to decide whether to
approve its share in the loan guarantee due to lacking paperwork,
the news source disclosed.  Owing to the decline in manufacturing
jobs, Commissioner Terry Tomassetti said in the report that jobs
in retail and service have grown in importance in Blair County.
All of Blair's three commissioners are willing to commit to
guarantee the loan for Boscov's, weareCentralIPA.com said.

                  Boscov's Viability Questioned

Meanwhile, despite Boscov's CEO Alfred Boscov's optimism in regard
to the future of his company, reports expressing doubts as to the
department store chain's viability and that of the entire retail
industry have been circulating.

Howard Davidowitz, chairman of retail consulting and investment
banking firm Davidowitz & Associates, said Mr. Boscov has placed a
risky bet by rescuing the bankrupt Boscov's Department Stores, a
December 29, 2008 Associated Press report said.

"To me Albert Boscov is a giant. It's an amazing story of
commitment," AP quoted Mr. Davidowitz as saying.  "But at the end
of the day, what matters are numbers," he opined.  According to
Mr. Davidowitz, persistent weakness in the retail sector and the
chain's shaky balance sheet means Mr. Boscov's will need "divine
intervention for this to survive", AP said.

Mr. Boscov, despite the gloomy economic scenario, is hopeful.  In
the AP report, he was quoted as saying, "We'll be all right.
We're going to be OK because we have the capital behind us".

According to the International Council of Shopping Centers,
however, holiday sales were down 2.2% from 2007, which is the
biggest decline since 1970, Times' Michael Pound said on
January 10, 2009.  The Courier Post said the 2008 holiday retail
sales were the most cheerless since 1969.

According to Carol Kaufman-Scarborough, associate dean at the
School of Business at Rutgers-Camden, people postponed buying and
consumer confidence was eroded by fears that stores would go
under, the report said.  Businesses cut their inventories by 0.7
percent in November 2008, the largest decrease in seven years, the
Commerce Department disclosed in the report.  Moreover, business
sales dropped by a record 5.1 percent in that month, The Courier
Post said.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.

(Boscov's Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Versa's $4-Million Admin. Claim Challenged
--------------------------------------------------------
Acting United States Trustee for Region 3 Roberta A. DeAngelis,
and Boscov's Inc., and its debtor-affiliates joined by the
Official Committee of Unsecured Creditors, object to Versa Capital
Management, Inc.'s request for allowance of its $4 million
administrative claim.

(a) U.S. Trustee

Ms. DeAngelis says she is presently unable to express her position
as to whether the Regio BDS, LLC Asset Purchase Agreement, under
which the $4 million Claim was asserted, was terminated pursuant
to Section 4.4 of the Regio APA, and whether the Debtors have any
defenses to Versa's assertion in that regard.

Ms. DeAngelis, however, points out that Versa and Regio, having
agreed that bid protections would not be payable upon the
occurrence of certain events specified in the Regio APA, are
precluded by the doctrine of res judicata and the contract's
integration clause from re-litigating the terms under which
administrative expenses are allowable in connection with their bid
and attempting to re-write the contract.

To the extent that the U.S. Court Bankruptcy Court for the
District of Delaware rejects Versa's contention that the Regio APA
was terminated pursuant to Section 4.4, Ms. DeAngelis asserts that
Versa should not be entitled to its administrative claim request.

(b) Debtors

According to the Debtors' counsel, Brad Erens, Esq., at Jones Day,
in Chicago, Illinois, the Debtors' estate spent enormous sums in
attempting to consummate a going concern deal with Versa while
Versa sought to maintain a continuing option to acquire the
Debtors at a bargain price, free from competition from other
buyers.  Indeed, the story of Versa's courtship of the Debtors is
"more the tale of an opportunistic undertaker," Mr. Erens says.

Mr. Erens argues that the estate's successful efforts in
consummating a going-concern sale with BLF Acquisitions, Inc.,
does not give rise to a break-up fee under the Debtors' agreement
with Versa, nor does it give rise to an administrative expense
claim.

Contrary to Versa's misstatements, Versa did not obtain the needed
financing to close the Asset Purchase Agreement, thus giving the
Debtors the right to terminate the APA without incurring any
obligation for a break-up fee to Versa, Mr. Erens points out.  He
adds that Versa agreed to an extension of the negotiation period
with the Debtors.  "For Versa now to attempt to assert a claim for
a break-up fee as a result of that exact extension is bad faith on
its part and potentially sanctionable," he says.

Accordingly, the Debtors, joined by the Creditors' Committee, ask
the Court to deny Versa's request.

The Debtors note that many of the issues Versa has raised in its
motion are highly factual and should be briefed in light of
Versa's desire to pursue substantial discovery to support its
allegations.  Prior to their objection, the Debtors, joined by the
Creditors' Committee, filed an initial objection, which they
withdrew shortly.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.

(Boscov's Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Settles Panasonic and Salesmaster Claims
------------------------------------------------------
Kenneth L. Dorsney, Esq., counsel to Pem-America, Inc., at
Campbell & Levine, LLC, in Wilmington, Delaware, informed the U.S.
Bankruptcy Court for the District of Delaware that Boscov's Inc.
and its affiliates and Pem-America agreed to a revised proposed
order on Pem-America's administrative expense claim.  Pursuant to
the parties' agreement, Pem-America's claim will be allowed for
$5,246 and that the Debtors will pay the amount without delay.

Subsequently, the Court approved the revised proposed order and
allowed Pem-America's administrative claim and authorized payment
of that claim.

Mr. Dorsney, who also serves as counsel to SalesMaster
Corporation, said the Debtors and SalesMaster have agreed on a
revised proposed order whereby SalesMaster's administrative claim
will be allowed for $6,497, which the Debtors will pay without
delay.

Separately, Banc of America Leasing & Capital, LLC, withdrew a
request to compel the Debtors' payment of $111,182 in
administrative expense under Section 365(d)(5) of the Bankruptcy
Code.  Banc of America Leasing, who clarified that the withdrawal
should not be construed as a waiver of its rights, did not cite
any reason for the withdrawal.

Heartland Building Company, meanwhile, objected to the Debtors'
proposed rejection of its contract, arguing that doing so would
cause a breach in the contract terms as services have already been
preformed.  Heartland Vice President Michael Mackey says the
Debtors owe his company $16,958, which amount has been listed on
the Cure Amount Schedule.  Heartland has asked the Court to deny
rejection of its contract.

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.

(Boscov's Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CALIFORNIA STATE: May Run Out of Cash; Faces $42BB Budget Deficit
-----------------------------------------------------------------
Stu Woo at The Wall Street Journal reports that the state of
California may have to delay tax refunds and other payments
beginning Feb. 1, as it is expected to run out of cash in weeks.

Citing officials, WSJ relates that over the next 18 months, the
California faces a $42 billion budget deficit, mainly due to
dropping tax revenue.

WSJ states that starting in February most state offices will close
two days a month.  Affected employees will lose about 10% of their
salary, WSJ relates.  The report says that a state board has
already frozen funding for about $3.8 billion in construction
projects.

Gov. Arnold Schwarzenegger, says WSJ, has urged lawmakers to put
aside partisan differences and close the increasing budget gap.
The report quoted the governor as saying, "The reality is that our
state is incapacitated until we solve the budget crisis.
California is in a state of emergency."

According to WSJ, Gov. Schwarzenegger and the Democratic-
controlled legislature haven't been able to agree on budget
solutions since the governor first declared a fiscal emergency on
Nov. 6.  Lawmakers from both parties have argued over proposed
taxes and how much to cut spending on education and other
services, the report states.

Lawmakers shouldn't be paid for every day past the June 15
deadline the budget is not enacted, WSJ relates, citing Gov.
Schwarzenegger.

WSJ reports that Mr. Schwarzenegger vetoed a Democratic plan last
week to reduce the deficit by $18 billion through cuts and taxes
because it "didn't go far enough."


CANWEST GLOBAL: Warns of Leverage Ratio Covenant Violation
----------------------------------------------------------
Canwest Global Communications Corp. warned Thursday that based on
current revenue and expense projections, it may not be able to
comply with its existing quarterly total financial leverage ratio
covenants in fiscal 2009.  Continuation of negative conditions may
affect the Company's ability to meet certain financial covenants
in its credit facilities, Canwest said in a news statement.

The company is reviewing and implementing strategies to ensure
compliance with its covenants, including strategies intended to
improve profitability and reduce debt.

Canwest anticipates that advertising revenues will continue to be
negatively impacted by persisting uncertain economic conditions,
with growth in specialty channels and digital sectors while
conventional advertising and publishing will be at levels below
last year.  Canwest said it remains focused on reducing operating
expenses, improving operational efficiencies and protecting the
Company's core assets, while investing in the growth areas of its
businesses.  The Company will continue to evaluate and selectively
monetize or eliminate non-contributing and non-core assets.  These
actions will help to mitigate the effect of the current economic
downturn and better position the Company for the long term.

On Thursday, Canwest reported financial results for its first
quarter 2009 fiscal year that reflect the slower economy and lower
advertising volume.  For the three months ended
November 30, 2008, the Company reported that revenues increased 2%
to C$886 million but that operating profit(1) declined by 9% to
C$204 million.  Results for the first quarter of fiscal 2008 were
affected by the equity accounting of the CW Media specialty
television assets that were held in trust until CRTC approval was
received.  On a same asset basis, including the results of the in-
trust assets, revenue decreased 7%, operating expenses, excluding
restructuring costs, were down 3% and operating profit declined by
19%.

            About Canwest Global Communications Corp.

Based in Winnipeg, Manitoba, Canwest Global Communications Corp.
(TSX: CGS and CGS.A,) -- http://www.canwest.com/-- an
international media company, is Canada's largest media company.
In addition to owning the Global Television Network, Canwest is
Canada's largest publisher of English language daily newspapers
and owns, operates or holds substantial interests in conventional
television, out-of-home advertising, specialty cable channels, Web
sites and radio stations and networks in Canada, New Zealand,
Australia, Turkey, Indonesia, Singapore, the United Kingdom and
the United States.


CEDAR FAIR: Bank Loan Sells at Substantial Discount
---------------------------------------------------
Participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 68.83 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.22 percentage points
from the previous week, the Journal relates. Cedar Fair LP pays
interest at 200 points above LIBOR. The bank loan matures on
August 30, 2012. The bank loan carries Moody's Ba3 rating and
Standard & Poor's BB- rating.

As reported by the Troubled Company Reporter on January 2, 2009,
participations in a syndicated loan under which Cedar Fair LP is a
borrower traded in the secondary market at 61.94 cents-on-the-
dollar during the week ended December 26, 2008.  This represents
an increase of 2.17 percentage points from the previous week, the
Journal relates.

                        About Cedar Fair LP

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.

Cedar Fair is the second-largest regional theme park company in
the U.S. in terms of attendance, according to Standard & Poor's
Ratings Services.

                          *     *     *

As reported by the Troubled Company Reporter on November 28, 2008,
Standard & Poor's Ratings Services revised its outlook on Cedar
Fair L.P. to negative from stable.  Standard & Poor's affirmed its
'B+' corporate credit rating on the company.  In addition,
Standard & Poor's lowered its rating on Cedar Fair's $2.1 billion
first-lien facilities to 'BB-' (one notch above the corporate
credit rating) from 'BB'.  The recovery rating is revised to '2'
from '1', indicating S&P's expectation of substantial (70%-90%)
recovery in the event of a payment default. The downgrade was
driven principally by a change in the emergence valuation
multiple, taking into account current market conditions, recent
transaction multiples, and current trading multiples.  Total debt
was $1.71 billion as of Sept. 28, 2008.

"The outlook revision is based on S&P's expectation that the
company's operating performance that could deteriorate in the peak
summer 2009 operating season given S&P's forecast of an extended
period of difficult economic conditions," explained Standard &
Poor's credit analyst Hal Diamond.  "This would result in a
narrowing margin of compliance with the company's debt leverage
covenant, which steps down twice through the end of 2009,
especially in light of the company's high distribution payout."


CHARTER COMMS: Misses $73 Mil. in Interest Payments Due Jan. 15
---------------------------------------------------------------
Charter Communications, Inc., the indirect parent company of
Charter Communications Holdings, LLC, Charter Communications
Holdings Capital Corporation, CCH II, LLC, CCH II Capital Corp.,
CCO Holdings, LLC and CCO Holdings Capital Corp., said that two of
its subsidiaries, CCH I Holdings, LLC and Charter Communications
Holdings, LLC, did not make scheduled payments of interest due on
January 15, 2009, on certain of their outstanding senior notes.
The interest payments total $73.7 million in the aggregate:

                                               Principal Amount
                                               Outstanding
                                 Interest Due  (as of 9/30/08)
                                 ------------  ----------------
CCH I Holdings, LLC:
     11.125% senior notes due
     January 15, 2014              $8,400,000      $151,000,000

     13.500% senior discount
     notes due January 15, 2014   $39,200,000      $581,000,000

     12.125% senior discount
     notes due January 15, 2015   $13,100,000      $217,000,000

Charter Holdings:
     10.250% senior notes due
     January 15, 2010                $900,000       $18,000,000

     11.75% senior discount
     notes due January 15, 2010      $900,000       $16,000,000

     11.125% senior discount
     notes due January 15, 2011    $2,600,000       $47,000,000

     13.500% senior discount
     notes due January 15, 2011    $4,000,000       $60,000,000

     12.125% senior discount
     notes due January 15, 2012    $4,600,000       $75,000,000
                                 ------------  ----------------
                                  $73,700,000    $1,165,000,000

If the interest payments are not made within the 30-day grace
period provided by each of the governing Indentures, an event of
default would occur under the indentures governing the notes,
permitting holders of at least 25% in principal amount of any
outstanding series of notes on which the interest payment was not
made to declare the full amount of the applicable notes
immediately due and payable.

An event of default on the notes, without such an acceleration of
amounts due under the notes, would not trigger cross-defaults on
any of the other debt of the subsidiaries of the Company.  If
payment is not made with respect to any series of notes within the
30-day grace period, and the notes are accelerated, all amounts
due with respect to such affected notes become immediately due and
payable.  If notes issued by the Company or any of its
subsidiaries accelerate, and such notes, together with the amount
of any other notes of the Company or any of its subsidiaries that
accelerate, represent $100 million or more in principal amount,
events of default would occur under other debt instruments of the
Company or certain of its subsidiaries which could lead to the
acceleration of indebtedness under such documents.

On December 12, 2008, the Company announced that it was initiating
discussions with its bondholders regarding financial alternatives
to improve the Company's balance sheet.  As of January 13, 2009,
the Company had cash on hand and cash equivalents in excess of
$900 million, which is available to pay operating costs and
expenses.

                   About Charter Communications

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

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

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

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications, Inc. to Ca from Caa2 and placed all ratings (other
than the SGL3 Speculative Grade Liquidity Rating) for the company
and its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Inc. to 'CC' from 'B-'.  S&P said
that the rating outlook is negative.


CHARTER COMMS: Modifies Pay Package for Execs Involved in Talks
---------------------------------------------------------------
Charter Communications, Inc., said on January 13, 2009, that -- in
connection with the initiation of discussions with bondholders and
to provide incentives to management to maximize enterprise value
during this process -- it has made certain modifications to the
compensation packages of its named executive officers.

On January 9, 2009, Charter's Board of Directors on recommendation
of its Compensation and Benefits Committee and the Committee's
executive compensation consultant, approved the conditional
payment of plan balances under its Executive Cash Award Plan to
all participants, and the termination of the ECAP.  The amounts
due under the ECAP were previously scheduled to vest on December
31, 2009.  The payments were discounted using a rate of 6% per
annum.  Payments were made to these named executive officers:

     Neil Smit, $1,196,785;
     Michael Lovett, $1,212,433;
     Grier Raclin, $473,452; and
     Eloise Schmitz, $386,330.

Should any participant who received this ECAP payment leave the
employ of the Companies voluntarily or be terminated for cause
prior to December 31, 2009, the full amount of the payment (net of
taxes paid) must be paid back to the Companies upon termination.

The Board also approved, on recommendation of the Committee and
the Committee's executive compensation consultant, the 2009
Executive Bonus Plan, including the performance metrics and target
amounts, for certain employees of the Companies.  The performance
metrics and target amounts are generally consistent with
previously disclosed awards and grants in prior years.  However,
the Committee approved a change in the Plan which would allow
participants in the Plan to be awarded a 10% payout of the
targeted bonus beginning at 90% attainment of the performance
metrics; provided that, the amount of any bonus paid under the
Plan would be capped at 150% payout at 105% attainment of the
performance metrics.  In addition, the Plan includes semi-annual
payouts with the mid-year payout capped at the target amount and
the year-end payout based on full-year actual performance
attainment.

The Board also approved, on recommendation of the Committee and
its consultant, a restructuring value bonus plan for certain
participants including the named executive officers.  The RVP is
intended to provide incentive to management to maximize enterprise
value during the Companies' discussions and balance sheet
improvement efforts with the bondholders of the Companies.
Participants receiving awards under the RVP will not receive any
awards under Charter's long-term incentive plan, any discretionary
equity awards or any discretionary cash bonus awards for 2009.
The amount of the RVP bonus awards for the named executive
officers will be, subject to the CEO's discretion as to individual
awards, 3 to 4 times base salary plus target bonus, to be paid
one-third upon consummation of Charter's restructuring, one-third
six months after consummation of such restructuring and one-third
twelve months after consummation of such restructuring; provided
that no payment of unpaid RVP awards will be paid if a participate
leaves the Companies voluntarily or is terminated for cause prior
to the due date for payment.

                   About Charter Communications

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

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

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

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications, Inc. to Ca from Caa2 and placed all ratings (other
than the SGL3 Speculative Grade Liquidity Rating) for the company
and its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Inc. to 'CC' from 'B-'.  S&P said
that the rating outlook is negative.


CHRYSLER LLC: Will Extend Shutdown at Three Plants by a Week
------------------------------------------------------------
Reuters reports that Chrysler LLC said on Thursday that it would
extend the month-long shutdown of its manufacturing operations at
three plants due to weak U.S. vehicle demand.

According to Reuters, shutdowns would be extended at plants in:

     -- Belvidere, Illinois;
     -- Sterling Heights, Michigan; and
     -- Toluca, Mexico.

As reported by the Troubled Company Reporter on Jan. 15, 2009, a
Chrysler spokesperson said that the company will reopen its plants
this month or in early February.  Chrysler said in December 2008
that due to a steep decline in auto sales and increasing
inventories on dealer lots, it would close all of its 30 plants
for at least a month, to cut costs and pull back on production.

Reuters relates that by idling plants, Chrysler and other
automakers can cut costs on inventory, components, and related
charges like utilities for operating large production facilities.
The report states that plant shutdowns also keep finished vehicle
inventories from piling up on dealer lots and therefore avoid the
pressure for even greater discounting to consumers.

Chrysler, Reuters states, said that it will sell the tooling and
other equipment related to the PT Cruiser at the Toluca plant.

Workers at 23 other plants would return to work on Jan. 20,
Reuters reports, citing Chrysler.

                     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.


CONGOLEUM CORP: Two Insurers Say Revised Plan Still Unconfirmable
-----------------------------------------------------------------
First State Insurance Co. and Twin City Fire Insurance Co. have
asked the U.S. Bankruptcy Court for the District of New Jersey to
deny confirmation of Congoleum Corp. Chapter 11 reorganization
plan.

Bill Rochelle of Bloomberg News said the two insurers argue that
the Plan violates bankruptcy law and cannot be confirmed.  A plan
proponent has to satisfy the statutory requirements under Section
1129 of the Bankruptcy Code to obtain confirmation of the Plan.
The company may only be able to emerge from bankruptcy after
obtaining confirmation of its plan.

Mr. Rochelle details that although the revised plan was intended
to remedy defects the Court identified when it rejected the 12th
amended plan in June and the 10th amended plan in February, the
two insurance companies contend that the plan still violates
bankruptcy law by not treating all creditors alike.  The insurers,
the report adds, characterize the plan as giving Congoleum a
release from liability "for a minimal contribution" while the
insurance companies "would be saddled with a wildly inflated
liability."  The insurers' motion is due for hearing Feb. 5.

As reported by the Troubled Company Reporter on Jan. 14, Owens-
Illinois, Inc., filed with the Court a preliminary objection to
the Plan filed by Congoleum, together with its official committee
of bondholders, on Nov. 14, 2008.  Owens-Illinois claimed that the
plan trust, to be established on the effective date of the Plan,
and which will assume liability for all Asbestos personal injury
claims against Congoleum, fails to protect the interests of co-
defendants in Asbestos litigation.

                        Terms of the Plan

The amended Chapter 11 plan of reorganization dated Nov. 14, 2008,
and the explanatory disclosure statement contemplates the issuance
of an injunction under Section 524(g) of the Bankruptcy Code that
results in the channeling of asbestos related liabilities of the
Debtors to the Plan Trust.  The amended plan also provides for the
issuance of 70% of the shares of newly created Congoleum common
stock to the Trust, and 30% of the shares of newly created
Congoleum common stock to the holders of allowed senior note
claims.

The amended plan further provides for, among other things, payment
in full of allowed administrative claims, allowed priority tax
Claims, and allowed priority claims, and the establishment of the
Plan trust to satisfy Plan Trust asbestos claims.  Lender secured
claims and other secured Claims are not impaired under the Plan.

A five-member board will be appointed for Reorganized Congoleum.
American Biltrite Inc., which owns majority of the existing shares
of Congoleum, will make the services of Roger Marcus, Richard
Marcus and Howard Feist, III available to Reorganized Congoleum
for two years after the Effective Date in consideration of a base
annual fee of $800,000 and an annual incentive fee.  Roger Marcus
will serve as Chief Executive Officer and Director of Reorganized
Congoleum. Howard Feist III shall serve as Chief Financial Officer
of Reorganized Congoleum.  Substantially all of Roger Marcus's
time, approximately 25% of Richard Marcus's time, and about 50% of
Howard Feist III's time, in each case, during normal working hours
on an annual basis will be made available by ABI to Reorganized
Congoleum for the two years following the Effective Date.

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Congoleum, together with its bondholders, filed a revised plan of
reorganization on Nov. 20, 2008.  The Bankruptcy Court has not yet
confirmed the plan.


CONSOLIDATED COMMUNICATIONS: Moody's Affirms 'B1' Corporate Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and SGL-2 speculative grade liquidity rating of Consolidated
Communications Holdings, Inc.

The affirmation of the B1 corporate family rating reflects
evidence of success in the integration of the North Pittsburgh
Systems, Inc. acquisition (which closed December 31, 2007) and
performance in line with Moody's expectations.  Liquidity remains
good, as reflected by the SGL-2 rating, but prospects for weak
free cash flow, primarily because of the high dividend (which
represents over 80% of pre-dividend free cash flow), as well as
the probability of increased pension contributions will likely
pressure Consolidated's internal liquidity sources.  Nevertheless,
the unused $50 million revolver and absence of near term
maturities support good liquidity.

The outlook remains stable, and a summary of the rating action
follows.

Consolidated Communications Holdings, Inc.

  * Affirmed B1 Corporate Family Rating
  * Affirmed B2 Probability of Default Rating
  * Affirmed B1 First Lien Bank Facility Rating, LGD3, 33%
  * Affirmed SGL-2 Speculative Grade Liquidity Rating

The B1 corporate family rating incorporates expectations for
Consolidated's debt-to-EBITDA to remain in the low 5 times range
as per Moody's standard adjustments, due primarily to minimal free
cash flow after dividends and weak growth prospects, as well as
the likelihood that the unfunded pension obligation (which Moody's
treats as debt) will increase.  The operations remain vulnerable
to cable and wireless competition.  However, evidence of traction
from new product offerings (video and VoIP), as well as strong
EBITDA margins and expectations that Consolidated will continue to
receive a meaningful stream of subsidy revenue due to the
favorable regulatory environment, lend stability to the cash flow
and support the rating.

Moody's most recent rating action concerning Consolidated ratings
occurred on October 17, 2007, at which time Moody's affirmed the
B1 corporate family rating and assigned a rating to the proposed
credit facility in connection with the company's pending
acquisition of North Pittsburgh Systems, Inc.

Consolidated Communications Holdings, Inc., provides
communications services, including local and long distance
telephone, high-speed Internet access and television, to
residential and business customers in Illinois, Texas and
Pennsylvania.  The company maintains headquarters in Mattoon,
Illinois, and its annual revenue is approximately $400 million.


CONSTELLATION BRANDS: S&P Keeps 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Constellation Brands Inc. to positive from stable.  At
the same time, S&P affirmed its ratings on Constellation Brands,
including the 'BB-' corporate credit rating.

"The outlook revision reflects Constellation Brands' good
operating performance and improved credit measures, as well as the
expectation that the company will be able to maintain its improved
financial profile, despite current weak economic conditions which
could further slow overall demand for premium alcoholic
beverages," said Standard & Poor' credit analyst Jean C. Stout.

As of Nov. 30, 2008, Fairpoint, New York-based Constellation
Brands Inc. had about $4.8 billion of debt.

S&P's ratings on Constellation Brands reflect the company's
acquisitive growth strategy, leveraged financial profile,
significant debt burden, and participation in the highly
competitive beverage alcohol markets.

Although S&P expects Constellation Brands' financial policy to
remain aggressive over time, S&P could upgrade the ratings one
notch in the near term if the company can sustain its operating
performance and credit measures, including leverage of about 4.5x
and funds from operations to total debt in the 15% area.  As a
result of the company's recent debt reduction, S&P estimate that
leverage would still be less than 4.5x for fiscal year end
February 2009, if reported sales declined about 6% versus the
previous year and EBITDA margins remained near current levels.

"However, S&P could revise the outlook back to stable if operating
performance declines such that credit measures weaken to levels
similar to those in fiscal 2008, which included leverage of well
over 5x," she continued.


COVER-ALL INC: Files for Chapter 11 Bankruptcy
----------------------------------------------
Kristen Moulton at The Salt Lake Tribune reports that Cover-All
Inc. has filed for Chapter 11 bankruptcy.

According to The Salt Lake Tribune, Cover-All listed $1 million in
assets and $46 million in debts.

The Salt Lake Tribune relates that Bank of West, Cover-All's
largest creditor, said in court documents that sluggish carpet
sales at Home Depot were a big factor in Cover-All's financial
trouble, which started in 2006.  The report states that most of
Cover-All's business comes from installing carpet for Home Depot
in 15 states.

According to court documents, Cover-All said that it owes Bank of
the West more than $9 million and $25 million more to 731 other
creditors.  The Salt Lake Tribune states that Cover-All listed a
disputed debt of almost $7 million to the Internal Revenue Service
and one of $5.34 million to the California Workers Compensation
Fund.

Citing the Bank of the West, The Salt Lake Tribune reports that
Cover-All is a defendant in a class-action lawsuit brought by
employees who claim that they are owed overtime pay.

California-based Cover-All Inc. is a carpet-installation company
owned by Gadi Leshem.


CRE CAPITAL: Charged by SEC, CFTC for Multi-Million Ponzi Scheme
----------------------------------------------------------------
The Securities and Exchange Commission charged Atlanta-area firm
CRE Capital Corporation and its president James G. Ossie with
operating a Ponzi scheme.  The SEC has obtained an emergency court
order freezing their assets and appointing a receiver for CRE.

According to the SEC's complaint, CRE and Ossie fraudulently
obtained at least $25 million from investors during 2008 by
representing that it would use their money to engage in a currency
trading program.  Most investors were advised that they would
receive guaranteed returns of 10 percent every 30 days, although a
few investors were promised as much as 20 percent.  In fact, CRE's
currency trading was not profitable and returns were paid to
investors out of principal and money invested by later investors.
CRE also falsely claimed that the firm and its program were
audited by an outside accounting firm, which had concluded that
CRE was not a Ponzi scheme. The SEC's complaint also charged CRE
and Ossie with fraud relating to their offer to sell $100 million
in CRE stock that was slated to begin in early 2009.

"The SEC's emergency action in this case will protect investors
from further harm -- both those who have invested and need all
remaining assets preserved as well as those who were contemplating
an investment," said Katherine S. Addleman, Regional Director of
the SEC's Atlanta Regional Office.  "We also want to remind
investors to be skeptical of promoters promising exorbitant
returns.  Such claims should be a red flag to investors."

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
emergency relief, the Commission's complaint seeks disgorgement of
the defendants' ill-gotten gains plus prejudgment interest and
financial penalties.

The defendants immediately consented to the emergency relief
sought by the SEC, and the Honorable Judge Richard W. Story, U.S.
District Judge for the Northern District of Georgia, issued an
order permanently enjoining CRE and Ossie from further violations
and freezing their assets.  A receiver was appointed to take
control of CRE.

The SEC's investigation is continuing.

The SEC acknowledges the assistance of the Commodity Futures
Trading Commission.  The CFTC has filed a related action against
the defendants.

For more information, contact:

    Katherine S. Addleman, Regional Director
    William P. Hicks, Regional Trial Counsel
    M. Graham Loomis, Assistant Regional Director
    SEC's Atlanta Regional Office
    404-842-7600


CULLIGAN INTERNATIONAL: Bank Loan Sells at Almost 50% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Culligan
International is a borrower traded in the secondary market at
57.40 cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 4.40
percentage points from the previous week, the Journal
relates.Culligan International pays interest at 225 points above
LIBOR. The bank loan matures on October 16, 2012. The bank loan
carries Moody's B2 rating and Standard & Poor's B- rating.

Culligan International Co. is a water services provider based in
Rosemont, Illinois.  The company distributes its products
primarily through an extensive dealer network.

As reported by the Troubled Company Reporer in April 2008,
Standard & Poor's Ratings Services lowered its ratings on water
services provider Culligan International, including the corporate
credit rating (to 'B-' from 'B') and the issue-level and recovery
ratings.  S&P removed the ratings from CreditWatch, where they had
been placed with negative implications on Nov. 30, 2007, because
of fiscal 2007 operating results that were below S&P's
expectations.  The outlook is stable.  Total debt outstanding at
the company was about $831 million as of Dec. 31, 2007.


DELPHI CORP: $2.55-BB Lawsuit Against Appaloosa Set for May Trial
-----------------------------------------------------------------
Delphi Corp. and Appaloosa Management, L.P., have agreed to a May
trial in connection with Delphi's $2.55 billion lawsuit against
Appaloosa.

Delphi Corp., in May 2008, sued Appaloosa and other parties in
light of their refusal to comply with their prior agreement to
provide US$2,550,000,000 in equity exit financing to Delphi.
Appaloosa's termination of their Equity Purchase and Commitment
Agreement stalled the consummation of Delphi's Plan of
Reorganization, which was confirmed by the Court January 25,
2008, and kept Delphi in Chapter 11.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which would allow Delphi to exit Chapter 11
regardless of the outcome of their lawsuit for specific
performance by the Plan Investors.  The Modified Plan does not
require equity exit financing from the Plan Investors, and only
contemplates a US$3.75 billion of funded emergence capital through
a combination of term bank debt and rights to purchase equity in
Reorganized Delphi.  The Modified Plan also requires more funding
by General Motors Corp.

In a stipulation submitted to the U.S. Bankruptcy Court for the
Southern District of New York, the parties to the suit have agreed
to this schedule:

   -- Each party may serve any requests to admit no later than
      Jan. 16, 2009.  Objections and responses will be due within
      30 days after service.

   -- All fact discovery in accordance with the depositions will
      be completed by Feb. 7, 2009.

   -- Expert reports will be served within 30 days of the faxct
      discovery deadline, and rebutanl reports within 30 days
      after service of initial reports.

   -- The lawsuit will be trial ready by 90 days following the
      fact discovery deadline

The period, within which the parties said that they may attend at
least one day of confidential, non-binding mediation with each of
the other parties to discuss the possibilities for promptly
settling or resolving all or a portion of the claims alleged in
the lawsuit, has lapsed.

Judge Robert Drain has approved the modified schedule agreed by
the parties.

The defendants to Delphi's US$2.55-billion lawsuit are:

     - Appaloosa Management L.P.;
     - A-D Acquisition Holdings, LLC;
     - Harbinger Del-Auto Investment Company, Ltd.;
     - Pardus DPH Holding LLC;
     - Merrill Lynch, Pierce, Fenner & Smith Incorporated;
     - Goldman Sachs & Co.;
     - Harbinger Capital Partners Master Fund I, Ltd.;
     - Pardus Special Opportunities Master Fund L.P.; and
     - UBS Securities LLC.

                      About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue 147; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA PETROLEUM: Moody's Lowers Rating on Senior Notes to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded Delta Petroleum Corporation's
senior unsecured notes due 2015 to Caa3 (LGD 5, 76%) from Caa2
(LGD 4, 69%).  Moody's also downgraded Delta's Corporate Family
Rating to Caa2 from Caa1, its Probability of Default Rating to
Caa2 from Caa1, and its Speculative Grade Liquidity rating to SGL-
4 from SGL-3.  The ratings have been placed on review for further
possible downgrade.

The downgrade primarily reflects the lack of liquidity.
Presently, Delta has approximately $46 million available under its
$295 million borrowing base facility.  While this $46 million
could be available to be drawn, Moody's believes it is likely this
facility will be reduced.  Current market conditions, including
weaker oil and natural gas prices and the risk adverse capital
markets, will affect the company's next borrowing base re-
determination, which is expected to conclude in April 2009.  As a
result, this facility probably will be reduced and Delta will be
forced to sell assets to repay debt diverting cash from reserves
monetization.

Additionally, the downgrade reflects continued high and
unsustainable costs and leverage.  Specifically, Moody's estimates
Delta's three year average all sources finding and development
costs at $16.03, its leveraged full cycle costs estimated at
$57.07/boe, and its Debt/PD boe reserves at $30.90.  Concurrently,
Delta's reserves have a high concentration risk, a continued
reliance on an aggressive drilling program for growth that
includes some very expensive and higher risk/higher reward wells
which may continue to drive inconsistent results, even if
successful.  Finally, with only 32% of reserves proved developed,
Moody's estimates that Delta will continue to need significant
resources to develop its reserves potential.

The review for further downgrade will assess: i) Delta's 2008
year-end reserves and financial position in light of the company's
2008 drilling, land, and acquisition spending of $657 million; ii)
Delta's ability to raise new equity or equivalent funding in the
current market, in light of an upcoming borrowing base revolver
re-determination date; and iii) how Mr. Kirk Kerkorian's
approximate 35% ownership in Delta may affect the company's
future.

The SGL-4 reflects Moody's expectation that the company possesses
weak liquidity. Delta relies on external sources of financing in a
difficult market environment. Also, the SGL-4 considers the
company's $295 million borrowing base revolver which as of the
fourth quarter 2008 had less than $46 million of availability.
While currently in compliance with its financial covenants,
Moody's believes covenant compliance could be breached, at best
tight, in 2009 given effect to market conditions. Consequently,
Delta would require external financing through asset monetization.

The last rating action on Delta was on April 1, 2008, at which
time the Corporate Family Rating and Senior Unsecured Rating were
affirmed and the rating outlook was changed to positive from
stable.

Delta Petroleum Corporation, headquartered in Denver, CO, is small
US independent exploration and production company with a focus on
the Gulf Coast, Columbia River Basin, and Rocky Mountain regions.
At the end of calendar year 2007, total reserves approached 62.6
mmboe, of which 32% is PD reserves.  Approximately 82% of the
company's reserves are natural gas.


DOMTAR INC: Bank Loan Sells at Substantial Discount
---------------------------------------------------
Participations in a syndicated loan under which Domtar Inc. is a
borrower traded in the secondary market at 74.00 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. This represents an increase of 6.75 percentage points
from the previous week, the Journal relates. Domtar Inc. pays
interest at 137.5 points above LIBOR. The bank loan carries
Moody's Baa3 rating and Standard & Poor's BBB- rating.

Domtar Inc. (TSX/NYSE: DTC) is a wholly-owned subsidiary of
Montreal, Quebec-based Domtar Corporation (NYSE:UFS) --
http://www.domtar.com/-- Domtar Corp is an integrated producer of
uncoated freesheet paper in North America and is also a
manufacturer of papergrade pulp. The company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication as well as technical and
specialty papers with recognized brands such as First Choice(R),
Domtar Microprint(R), Windsor Offset(R), Cougar(R) well as its
full line of environmentally and socially responsible papers,
Domtar EarthChoice(R).  Domtar also produces lumber and other
specialty and industrial wood products. The company employs nearly
14,000 people.


DURA AUTOMOTIVE: Names Leuliette to Additional Role of Chairman
---------------------------------------------------------------
DURA Automotive Systems, Inc., announced changes to its executive
team that will strengthen the company in the global marketplace.

DURA Automotive Systems, Inc.'s board of directors has named
Timothy D. Leuliette to the additional role of chairman of the
company.  He continues to serve as president and chief executive
officer. Leuliette succeeds Steven Gilbert, senior managing
director and chairman of Sun Group (USA) and chairman of the board
of Gilbert Global Equity Partners, L.P.  Mr. Leuliette previously
served as DURA's chairman following the company's emergence from
bankruptcy in June of 2008, but relinquished that role when he
became president and CEO.

"I am pleased to be named chairman of DURA, and I'd like to thank
Steven for his contributions to the organization as chairman
during the formation of our new organization," said Mr. Leuliette.
"Consolidating the responsibilities of chairman and CEO under one
individual facilitates more efficient decision making and improved
agility, both essential attributes during periods of economic
volatility."

Mr. Leuliette added: "During the past year, DURA completed one of
the most comprehensive business restructurings in the automotive
industry. We have a strong management team with the experience and
knowledge to successfully steer DURA through today's difficult
economic conditions. The combination of our global low-cost
manufacturing footprint and extensive portfolio of intellectual
property will allow DURA to provide unmatched value to our
customers."

Mr. Leuliette founded Leuliette Partners LLC, a financial services
and investment company in January 2008, and was previously
chairman and CEO of Metaldyne Corp. and co-chairman and co-CEO of
that company's parent Asahi Tec Corp.  He has also served as
president and chief operating officer of privately held Penske
Corporation.  Prior to that, he was president and CEO of ITT
Automotive and executive vice president at ITT. Over his career,
Leuliette has held executive and management positions at both
vehicle manufacturers and suppliers, and has served on both
corporate and civic boards, including chairman of the Detroit
Branch of the Federal Reserve Bank of Chicago.

In addition, Tom Chambers has joined DURA as executive vice
president and COO, responsible for overseeing the day-to-day
operations of DURA's global operations. DURA recently announced a
broad restructuring into four global product line divisions from
seven regional business units to further enhance its efficiency
and ability to compete as one global company.  Mr. Chambers will
play a key role in moving that restructuring forward. "Tom brings
broad experience, strong leadership skills and a great record of
accomplishments to DURA," said Leuliette. "I look forward to
working with him to further strengthen DURA's position globally."

Mr. Leuliette added: "Bringing a talented COO on board at this
time to take over certain responsibilities will enable me to
assume the role of chairman, in addition to continuing as
president and CEO."

Mr. Chambers came to DURA from Metaldyne, where he served as
president and chief operating officer.  Before joining Metaldyne
in 2004 as engine group president, he was president of Piston
Automotive.  Prior to that, he was employed as managing director
of operations Americas for GKN, as well as president of electrical
systems and general manager of brake and chassis product lines for
the Americas for ITT Industries.  From 1962 to 1992, he held a
variety of manufacturing engineering and product engineering
positions at General Motors, including managing director of
General Motors France.

Mr. Chambers holds a bachelor's degree in mechanical engineering
and technology from the University of Dayton and earned a master's
degree in science from Massachusetts Institute of Technology
(MIT).

                       About DURA Automotive

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA's
operating divisions supply Aston Martin, Audi, Bentley, BMW,
Brilliance, Chevy, Chrysler, Daimler, Fiat, Ford, General Motors,
Honda, Jaguar, Land Rover, Mahindra, NedCar, NUMMI, Porsche, PSA
Peugeot Citroen, Renault-Nissan, SAIC, Ssangyong, Suzuki, Tata,
Toyota, Volkswagen and many leading Tier 1 automotive suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP; and Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys
represented the Debtors as bankruptcy counsel.  Baker & McKenzie
served as the Debtors' special counsel.  Togut, Segal & Segal LLP
served as the Debtors' conflicts counsel.  Miller Buckfire & Co.,
LLC acted the Debtors' investment banker.  Glass & Associates
Inc., gave financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handled the notice, claims and balloting for the
Debtors.  Brunswick Group LLC acted as Corporate Communications
Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.


EAST CAMERON: S&P Lowers Rating on $165.67 Mil. Certs. to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on East
Cameron Gas Co.'s $165.67 million investment trust certificates
(Sukuk) series 2006 to 'CC' from 'CCC+' and placed it on
CreditWatch with negative implications.

The downgrade reflects the negative impact of the Sept. 3, 2008,
hydrocarbon mix shortfall enforcement event on the overriding
royalty interest in oil and gas reserves, which is the primary
collateral for the Sukuk.  This enforcement event was triggered by
the breach of the 90% minimum stressed reserve level of the
hydrocarbon mix threshold stipulated in the transaction
documents.  An accelerated payment schedule went into effect after
a 30-day cure period for the enforcement event expired, which
shifted the scheduled Sukuk return to monthly pay from quarterly
pay.

The negative CreditWatch status reflects the fact that S&P is
conducting an ongoing review of all related financial and
reporting information available as S&P monitors the impact on East
Cameron Gas Co.'s securitization.  The initial 'CCC+' rating
assigned to the securitization reflected credit enhancement
available through production coverage, reserve and other accounts,
gas price hedges, gas hedge letter of credit, and off-take
agreements.

On Oct. 16, 2008, East Cameron Partners L.P., the originator of
the East Cameron Gas Co. securitization, filed a voluntary
petition for Chapter 11 bankruptcy.  ECP also initiated an
adversary proceeding asking for relief from its obligations under
the securitization purchase and sale agreement, and essentially
requested to re-characterize the sale of the ORRI to the East
Cameron Gas Co. securitization as a secured loan.  The bankruptcy
court has since entered a preliminary injunction prohibiting the
purchaser special purpose vehicle (Louisiana Offshore Holding
LLC), the issuer SPV (East Cameron Gas Co. Sukuk Trust), and the
collateral agent from exercising any remedies on the ORRI, pending
a final determination in that adversary proceeding.  At the time
the transaction closed, a legal opinion was delivered
concluding that ECP had transferred the ORRI to the purchaser SPV
in a true sale.

Standard & Poor's is monitoring the court proceedings and
assessing the impact of ECP's Chapter 11 filing on the
transaction's cash flow.  S&P has asked ECP, the issuer SPV
manager, and share trustee, the collateral agent, and the
transaction administrator to provide all legal filings, servicing
reports, transaction event timelines, and supporting data.  If S&P
does not receive the required information in a timely manner, S&P
may initiate further rating actions.


ECLIPSE AVIATION: Auction Cancelled; Sale to ETIRC to Proceed
-------------------------------------------------------------
Heather Clark at The Associated Press reports that Eclipse
Aviation Corp.'s auction has been cancelled this week, after the
company failed to attract any qualified bids by the Jan. 13
deadline.

Eclipse Aviation consulted with the Ad Hoc Committee of Senior
Secured Noteholders and the Official Committee of Unsecured
Creditors, and determined that there were no qualified bids, The
AP relates, citing Dan Guyder, a partner with Eclipse Aviation's
law firm, Allen & Overy LLP in New York.

According to The AP, the lack of bids lets Eclipse Aviation's
largest shareholder, ETIRC Aviation, to proceed with plans to buy
the bankrupt company.  The AP relates that ETIRC Aviation had said
it hoped to purchase Eclipse Aviation when that company filed for
Chapter 11 bankruptcy protection Nov. 25.

Citing Mr. Guyder, The AP states that ETIRC affiliate EclipseJet
Aviation International Inc. will pay $28 million in cash, issue
about $160 million in new notes, and offer 15% equity in the
company to senior secured note holders.  According to the report,
Mr. Guyder said that the buyer must also pay about $7.5 million to
wind down Eclipse Aviation's business, whose name will be changed
after the purchase.

The AP reports that the sale will need the approval Hon. Mary
Walrath of the U.S. Bankruptcy Court for the District of Delaware.
Judge Walrath has set a hearing for Friday on the proposed sale,
according to The AP.  The report states that more than 30
objections to the sale have been filed with the Court.  The
deadline for the objections filing ended on Thursday, and lawyers
close to the procedures believe that the sale would proceed as
planned, the report says.

                      About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines.  The company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031).  Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel.  Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel.  Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.


EMMIS COMMUNICATIONS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Indianapolis, Indiana-based Emmis Communications Corp. to negative
from stable.  At the same time, S&P affirmed the ratings on the
company, including the 'B' corporate credit rating.

"The outlook revision reflects our concern regarding the company's
headroom against financial covenants, in light of continued
pressure on operating performance due to weak advertising demand,"
noted Standard & Poor's credit analyst Michael Altberg.

As part of the company's TV Proceeds Bonus Program, salary
reductions taken by certain employees will be made up through
asset sale proceeds, which will benefit covenant compliance by
reducing costs at the operating level by roughly $4.3 million per
quarter.  Still, if EBITDA declines continue at the current pace,
S&P expects headroom to narrow meaningfully when the leverage
covenant in Emmis' loan agreement steps down to 6.0x at May 31,
2009, from 6.5x. In addition, after fiscal 2009 (fiscal year ends
Feb. 28, 2009), the company will no longer have the benefit of
revenue performance guarantees related to the company's fiscal
2008 national representation deal with Katz Communications Inc.

Emmis is a radio broadcaster with operations focused in large
markets, including New York, Los Angeles, and Chicago.  The
company derives a small portion of EBITDA from its regional
magazine business and foreign radio subsidiary.  During its fiscal
first quarter, the company sold its remaining TV station, WVUE in
New Orleans, for $41 million, proceeds of which will be used for
the TV Bonus Program.


ENRON CORP: 5th Cir. Remands Skilling Case for Resentencing
-----------------------------------------------------------
A three-judge panel in the United States Court of Appeals for the
Fifth Circuit issued a 104-page opinion dated January 6, 2009,
affirming all of the convictions charged by the United States
District Court for the Southern District of Texas against former
Enron Corporation chief executive officer Jeffrey K. Skilling.

However, the Fifth Circuit remanded Mr. Skilling's case to the
District Court for resentencing after finding that, although the
District Court properly applied the obstruction of justice
enhancement, it incorrectly applied an enhancement for
substantially jeopardizing a "financial institution."

The Fifth Circuit opined that the District Court made a
procedural mistake in charging Mr. Skilling with a 24-year prison
term.  The Fifth Circuit held that the District Court committed
an error in applying the Sentencing Guidelines and improperly
calculated Mr. Skilling's prison terms.  Under the Sentencing
Guidelines, Mr. Skilling's 24-year prison term could be reduced
by as much as 10 years, Business Week said.

In 2005, a jury in the District Court found Mr. Skilling and
former Enron chairman Kenneth Lay guilty of conspiracy to commit
securities and wire fraud, false representations to auditors, and
insider trading.  The District Court sentenced Mr. Skilling to
292 months imprisonment, three years' supervised release, and
$45,000,000 in restitution.  Mr. Lay died before he was
convicted.

The Fifth Circuit, in its recent ruling, denied Mr. Skilling's
appeal from the District Court's ruling after finding that Mr.
Skilling failed to demonstrate that the U.S. Government's case
against him rested on an incorrect theory of law or that any
reversible errors infected his trial.  Mr. Skilling has argued
that the Government prosecuted him using an invalid legal theory,
that the district court used erroneous jury unconstitutional
misconduct, and that his sentence was improper.

Mr. Skilling founded Enron's wholesale business in 1990.  In
1997, he became Enron's president and chief operating officer and
joined the Board of Directors.  In February 2001, he became
Enron's CEO.  He resigned from Enron in August 2001.  Four months
later, Enron crashed into sudden bankruptcy.

At trial, Skilling argued that he did not break any laws, that he
was loyal to Enron, and that he consistently relied on competent
legal and accounting advice; he characterized any falsehoods in
his statements to analysts as immaterial in content and context.
He also challenged the veracity of the Government's witnesses,
like Andrew Fastow and Ben Glisan.

On appeal, Mr. Skilling argues that the Circuit Court must
reverse all of his convictions because the Government used an
invalid theory of "honest-services fraud" to convict him.

The ruling, according to acting assistant attorney general
Matthew Friedrich, Esq., is "a victory for all those harmed by
Jeff Skilling and his co-conspirators," Bloomberg News related.
"It's a win for the government in that all convictions were
upheld," Cliff Stricklin, Esq., one of Mr. Skilling's original
prosecutors, told Bloomberg.

"It's a big setback," Mr. Skilling's lawyer, Daniel Petrocelli,
Esq., at O'Melveny & Myers, in Los Angeles, California, told
Bloomberg.  He said Mr. Skilling will ask the Fifth Circuit to
reverse its decision or ask the U.S. Supreme Court to review his
case if the Fifth Circuit does not reverse its decision.

A full-text copy of the Fifth Circuit's opinion is available for
free at http://bankrupt.com/misc/5thcirskilling.pdf

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News, Issue No. 216; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ENRON CORP: Court Approves $44MM Settlement with JPMorgan, et al.
-----------------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement agreement and
mutual release between Enron Creditors Recovery Corp. and certain
defendants to a 2003 lawsuit involving fraudulent transfers.

Prior to December 2, 2001, Enron Corp. issued unsecured
commercial paper to various entities.  In a series of transfers
starting October 26, 2001, Enron had paid more than
$1,000,000,000 to various entities in respect to the stated
maturity date of the Enron CP.

In 2003, Enron commenced litigation against J.P. Morgan
Securities, Inc., Mass Mutual Life Insurance Co., and other
entities, asserting claims for the avoidance and recovery of
allegedly preferential or constructively fraudulent transfers,
and seeking disallowance of defendants' claims against Enron.

In 2007, Enron filed a Second Amended Complaint in the J.P.
Morgan Action seeking to recover $343,500,788 plus interest in
connection with the transfers.

To avoid the cost of uncertainty of litigation, and without any
admission of liability or of any issue of fact or law, Enron and
the Defendants desire to settle amicably all disputes, claims and
other matters between them relating to the CP Settled Transfers.

Following discussions, the parties have negotiated a settlement
agreement under which the Settling Defendants will fund an escrow
account and instruct the escrow agent to pay to Enron a total of
$44,606,687, of which $35,159,877 will be allocated, on a pro
rata basis, to specifically identified transfers.

The Settlement Agreement also contemplates that Enron will
execute a Stipulation and Order dismissing claims against the
Settling Defendants in the Adversary Proceedings which, once
filed with the Bankruptcy Court, will serve to dismiss with
prejudice the claims.

The Settling Defendants are:

* Massachusetts Mutual Life Insurance Co.
* Mass Mutual Premier Money Market Fund
* CM Life Insurance Company
* Mass Mutual Holding LLC
* Mass Mutual Premier Core Bond Fund
* Mass Mutual Premier Balanced Fund
* Mass Mutual Premier Short-Duration Bond Fund
* Mass Mutual Premier Diversified Bond Fund
* Babson Capital Management LLC
* Dell Computer Products Europe, Ltd.
* Cascade Investment, L.L.C.
* Cascade Driver Account-Larson
* Banco Provincial Overseas, N.V.
* Kelly Properties, Inc.
* Aetna Inc.
* Aetna Health of the Carolinas Inc.
* Aetna Health Inc., a Connecticut corporation
* Aetna Health Inc., a Florida corporation
* Aetna Health Inc., a Colorado corporation
* Aetna Health Inc., a Texas corporation
* Aetna Health Inc., an Arizona corporation
* Aetna Health Inc., a Maryland corporation
* Aetna Life Insurance Company
* Aetna Health and Life Insurance Company
* Charles Schwab Investment Management, Inc.
* Schwab YieldPlus Fund
* Diversified Investment Advisors, Inc.
* Transamerica Partners Inflation-Protected Securities
  Portfolio, a series of Portfolios
* Transamerica Partners Large Value Portfolio, a series of
  Transamerica Partners Portfolios
* UBSAG
* UBS Global Asset Management (Americas) Inc.
* Banco de Guatemala
* Central American Bank for Economic Integration
* Trusco Capital Management, Inc.
* EarthLink, Inc.
* WinCo Holdings, Inc.
* Veritas Software Investment Company
* Banca Serfin S.A.
* Abercrombie & Fitch Co.
* Abercrombie & Fitch Stores, Inc.
* Abercrombie & Fitch Management Co.
* AIM Floating Rate Fund
* Inverban S.A.
* San Faustin N.V.
* Techint Engineering Company, Inc.
* Techint Curacao
* Techint Investments N.V.
* Techint Limited
* AXA Courte Terme
* AXA 1M Euro Liquidity
* AXA Investment Managers Paris, SA
* New Castle County
* General Motors Corporation
* 7ME4-GM Cash Management Master Trust
* GMAM Investment Funds Trust
* General Motors Investment Management Corporation
* The General Motors Hourly-Rate Employees Pension Plan
* The General Motors Retirement Program for Salaried Employees
* The G.M. Special Pension Plan
* Promark Enhanced Income Fund
* General Motors Trust Company
* General Motors Welfare Benefit Trust
* Enhanced LIBOR Plus
* Merrill Lynch Investment Managers, L.P.
* Piper Jaffray & Co.
* State Street Bank & Trust Company

Judge Gonzalez ordered that the terms of the Settlement
Agreement, the releases therein, and the dismissal of claims
against the Settling Defendants relating to the "CP Settled
Transfers" as that terms is defined in the Settlement Agreement
do not affect or prejudice any claims by the Settling Defendants
against Goldman Sachs & Co. or the J.P. Morgan entities
pertaining to those CP Settled Transfers, nor do they release any
of the Settling Defendants' rights, remedies, claims or
obligations against Goldman or the JPM Entities pertaining to the
CP Settled Transfers.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News, Issue No. 216; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ENRON CORP: Goldman to Pay $6.9MM to Settle Commercial Paper Suit
-----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Creditors Recovery Corp., asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement agreement and limited mutual release it entered into
with Goldman, Sachs & Co.

Enron issued unsecured commercial paper to various investors.  The
papers had maturities of up to 270 days.  In a series of transfers
starting October 26, 2001, and concluding on
November 6, 2001, Enron paid more than one billion dollars to
various holders of Enron CP in respect of the CP prior to the
stated maturity date.

Enron filed an adversary proceeding against Goldman Sachs and
other defendants asserting the avoidance and recovery of
allegedly preferential or constructively fraudulent transfers,
and seeking allowance of claims, including a $382,835,978 claims
in connection with the CP Transfers.

Following Enron and Goldman Sachs' discussions, the parties have
agreed that Goldman Sachs will pay Enron $6,950,000, and will
forfeit, waive and release any claim based on the Settlement
Payment.

Interest, if any, will accrue on any overdue portion of the
Settlement Payment from the day after the payment is due until
the date of receipt of the payment by Enron.

Michael Schatzow, Esq., at Venable LLP, in Baltimore, Maryland,
tells the Court that the parties have agreed that the Settlement
Payment will be allocated to the CP Settlement Claims arising out
of Goldman Sachs' involvement in the CP transfers.

The settlement further provides that Enron will execute a
stipulation and order dismissing claims against Goldman Sachs in
the adversary proceedings, which, once filed with the Court and
will serve to dismiss with prejudice the claims against Goldman
Sachs in connection with the CP transfers.

A full-text copy of the Settlement Agreement can be accessed for
free at http://bankrupt.com/misc/EnronGoldmanSettle.pdf

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News, Issue No. 216; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ENRON CORP: Texas Court Approves Litigation-Related Expenses
------------------------------------------------------------
The U.S. District Court for the Southern District of Texas awarded
partial reimbursement of expenses with respect to litigation
related to Enron Corp.'s demise, to these firms:

Firm                                             Amount
----                                             ------
Coughlin Stoia Geller Rudman & Robbins LLP     $4,854,902
Genovese Joblove & Battista                         6,673
The Bilek Law Firm, LLP                            40,318
Schwartz Junell Greenberg & Oathout                15,037
Scott+Scott, LLC                                      713
Shapiro Haber & Urmy LLP                              438
Ciccarello, Del Giudice & LaFon                     1,127
Wolf Popper LLP                                     2,516

Enron Creditors Recovery Corp. is pursuing litigation to hold the
entities accountable that ECRC believes participated in fraudulent
conduct leading up to and immediately following Enron's
bankruptcy.  In particular, ECRC has filed suit against financial
institutions that ECRC alleges engaged in, and profited from,
fraudulent dealings with Enron.  The purpose of these efforts is
to recover funds that should be distributed to Enron's innocent
creditors.  The litigation include:

   -- MegaClaims Litigation

      ECRC filed its "MegaClaims" complaints against 11 major
      banks and financial institutions that it believes
      contributed to the collapse of Enron.  Certain of the
      defendants have settled their cases while denying any
      wrongdoing.

   -- Commercial Paper Litigation

      The litigation involves the recovery of payments made to
      commercial paper dealers.  The remaining defendants
      include Goldman, Sachs & Co. and certain of its customers
      and certain customers of JPMorgan Chase.  Claims against
      Lehman Brothers and JPMorgan Chase have been settled
      without the parties admitting any wrongdoing.

   -- Equity Transactions Litigation

      ECRC filed suit against Lehman Brothers Holdings, Inc.,
      UBS AG, Credit Suisse and Bear Stearns seeking recovery of
      payments made to the four banks on transactions involving
      Enron's stock while the Company was insolvent.  This
      litigation has been resolved, with each defendant agreeing
      to pay money to settle the matter while denying any
      wrongdoing.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News, Issue No. 216; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FANNIE MAE: Taps BNY Mellon as Data Custodian for Mortgage Loans
----------------------------------------------------------------
Fannie Mae has designated The Bank of New York Mellon to serve as
the document custodian for documents related to mortgage loans
held in Fannie Mae's mortgage portfolio.  Fannie Mae currently
acts as its own document custodian for loan files linked to
portfolio mortgage transactions.

As part of the agreement, The Bank of New York Mellon will provide
certification services and hold portfolio mortgage documents on
behalf of Fannie Mae.  The Bank of New York Mellon will begin
providing certification services in May 2009 and Fannie Mae's
existing inventory of loan documents will be transitioned to the
Bank by October 2009.

Scott Posner, chief executive officer of The Bank of New York
Mellon's Global Corporate Trust business, said, "As the leading
corporate trust provider in the world, we have the facilities,
expertise and technology to handle the document custody needs of
Fannie Mae's lender community.  We are gratified to partner with
Fannie Mae on this important initiative."

The Bank of New York Mellon services mortgage loan files from its
service centers in New York, Texas and California, as well as
locations in Europe and Asia-Pacific.  Fannie Mae's documents will
be held in custody at the Bank's centers in California and Texas.

The Bank of New York Mellon's corporate trust business services
$12 trillion in outstanding debt from 56 locations around the
world.  It services all major debt categories, including corporate
and municipal debt, mortgage-backed and asset-backed securities,
collateralized debt obligations, derivative securities and
international debt offerings.

               About The Bank of New York Mellon

The Bank of New York Mellon Corporation is a global financial
services company focused on helping clients manage and service
their financial assets, operating in 34 countries and serving more
than 100 markets.  The company is a leading provider of financial
services for institutions, corporations and high-net-worth
individuals, providing superior asset management and wealth
management, asset servicing, issuer services, clearing services
and treasury services through a worldwide client-focused team.  It
has more than $22.4 trillion in assets under custody and
administration and approximately $1.1 trillion in assets under
management.

                       About Fannie Mae

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.


FARMINGTON CENTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Farmington Center Salem
        dba Farmington Square Salem
        c/o Farmington Centers, Inc.
        5100 SW Macadam Ave., Ste. 360
        Portland, OR 97239

Bankruptcy Case No.: 09-60095

Chapter 11 Petition Date: January 14, 2009

Court: District of Oregon

Debtor's Counsel: Douglas P. Cushing, Esq.
                  doug.cushing@jordanschrader.com
                  Jordan Schrader Ramis, PC
                  P.O. Box 230669
                  Portland, OR 97281-0669
                  Tel: (503) 598-7070

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Anita Clark                    discrimination    $1,000,000
c/o Jennifer J. Middleton      claim
Chanti & Zennache
245 East 4th Ave
Eugene, OR 97401

Hansen Hunter & Co.            trade debt        $29,134
8930 SW Gemini Drive
Beaverton, OR 97008
Tel: (503) 244-2134

Fuse Agency, Inc.              trade debt        $23,023
3723 Fairview Industrial Drive
S.E., Suite #190
Salem, OR 97302
Tel: (503) 364-5545

Sysco Food Services            trade debt        $19,040

Hoffman Hart & Wagner LLP      trade debt        $18,364

Allan Miles                    refund            $1,362

Spring Valley Dairy            trade debt        $1,242

Alzheimers Network of Oregon   trade debt        $1,000

Farmer Brothers Coffee         trade debt        $766

Statesman Journal              trade debt        $708

Staples Business               trade debt        $678

Mt. Hood Solutions             trade debt        $640

AL Wizard                      trade debt        $500

Gulf South Medical Supply      trade debt        $469

A Place for Mom                trade debt        $426

Rescue Rooter                  trade debt        $328

Pacific Northwest Medical      trade debt        $323
Supply

Fikes of Oregon                trade debt        $272

Aloha Produce Inc.             trade debt        $271

DJ Testing                     trade debt        $206

The petition was signed by Jeffrey L. Chamberlain, the
company's general partner.


FEDERAL-MOGUL: PI Trust Cloaks AIG from Asbestos Claims
-------------------------------------------------------
The Federal-Mogul Asbestos Personal Injury Trust asks the Court
to extend third party injunction protections afforded to a
protected party pursuant to the Debtors' confirmed Fourth Amended
Joint Plan of Reorganization to these AIG Entities:

  -- AIU Insurance Company;

  -- American Home Assurance Company;

  -- AIG Casualty Company, formerly known as Birmingham Fire
     Insurance Company of Pennsylvania;

  -- Granite State Insurance Company;

  -- Insurance Company of the State of Pennsylvania;

  -- Lexington Insurance Company;

  -- AIG Europe S.A., solely as successor to L'Union Atlantique
     S.A. d'Assurances; and

  -- National Union Fire Insurance Company of Pittsburgh, PA.

The PI Trust, pursuant to the Plan, assumed all liability of
Federal-Mogul Products, Inc., relating to the asbestos-related
bodily injury claims asserted against the company.  The Trust
also received certain of Federal-Mogul Products' rights to the
proceeds of certain insurance policies, which policies were
issued to Studebaker-Worthington, Inc., and McGraw-Edison
Company, who were alleged to be former parents of Wagner Electric
Corporation, a predecessor of Federal-Mogul Products.

In September 2006, Federal-Mogul Products initiated an action
against certain insurance companies, including the AIG Companies,
in the Superior Court of New Jersey seeking declaratory relief,
actual compensatory and consequential damages, plus interest.
The AIG Companies denied that they owed any damages or relief as
alleged and have defended against Federal-Mogul Products' claims.
On July 28, 2008, the Trust was added as a plaintiff in the New
Jersey Coverage Action.

After months of negotiations, the parties in the New Jersey
Action reached an agreement to settle and resolve the Coverage
Disputes between them, provide for mutual releases of certain
claims under the Subject Policies, provide for dismissals with
prejudice of the New Jersey Coverage Action and related
litigation, and limit the AIG Companies' future actions against
the Parties with respect to the Coverage Proceedings.

In exchange for the releases and other benefits conveyed to the
AIG Companies under the Settlement Agreement, the AIG Companies
agreed to pay a substantial sum to the Trust in the order of tens
of millions of dollars, some portion of which is committed and
some portion of which is contingent upon the extent of liquidated
claims allowed by the Trust.

The Trust has considered, among other factors, the insurance
coverage afforded under the Subject Policies, a reasonable
projection of future liability that the Trust may incur in
connection with Asbestos Claims, as well as the litigation risks
inherent in prosecuting the Trust's claims against the AIG
Companies to conclusion.  The Trust has concluded that the AIG
Companies' payment of the Settlement Amount constitutes
reasonable consideration for the releases and other benefits
conveyed to the AIG Companies.

The Settlement Agreement provides for a complete release of the
rights of the Trust and Cooper with respect to these conditions
under the Subject Policies:

-- Asbestos Claims;

-- claims that were or could have been asserted in the
    Coverage Proceedings in connection with Asbestos Claims;

-- any violation or alleged violation of any statute or
    regulation, of each of the 50 states;

-- any negligent undertaking by the AIG Companies; and

-- any breach of contract, failure to abide by any duty or
    obligation, or fraud, misrepresentation, nondisclosure,
    misconduct or alleged bad-faith committed by the AIG
    Companies prior to the execution date of the Settlement
    Agreement.

The Settlement Agreement also provides for a complete release of
the rights of Federal-Mogul Products with respect to non-asbestos
claims and claims that were or could have been asserted in the
Coverage Proceedings, among others.

Under the Settlement Agreement, the AIG Companies will release
the Trust, Federal-Mogul Products and Cooper from Asbestos Claims
and Product Claims, and the Trust is required to file the request
seeking extension of the third party injunction to the AIG
Companies.

Hence, the Debtors ask the Court to extend to the AIG Companies
the third party injunction contemplated under the Plan.

                About Federal-Mogul Corporation

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
November 14.  Federal-Mogul emerged from chapter 11 on Dec. 27,
2007.

(Federal-Mogul Bankruptcy News, No. 177; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                            *    *    *

As reported by the Troubled Company Reporter on Jan. 14, 2008,
Standard & Poor's Ratings Services affirmed the ratings on
Federal-Mogul Corp., including the 'BB-' corporate credit rating,
and removed them from CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.  The outlook is negative.
The ratings reflect Federal-Mogul's weak business risk profile, as
a major participant in the highly competitive global auto industry
and its aggressive financial risk profile.  The company
manufactures powertrain components, sealing products, bearings,
brake friction materials, and vehicle safety products for the
global automotive market.  Its customers are original equipment
manufacturers and aftermarket participants operating in
automotive, heavy-duty, and industrial markets.


FORD MOTOR: Cuts Ties With Navistar; Ends Legal Fight
-----------------------------------------------------
Motorauthority.com reports that Ford Motor Co. has ended its 30-
year partnership with Navistar International Corp.

According to a joint statement by the two companies, Navistar's
current contract to supply diesel engines to Ford Motor would
conclude at the end of this year.

Motorauthority.com relates that Ford Motor and Navistar also
reached a settlement that ends a legal dispute over the supply
contract for a diesel engine that has been ongoing for several
years.  The dispute, says Motorauthority.com, started when
Navistar accused Ford Motor of violating their contract by
planning to produce a 4.4L diesel engine for the F-150 on its own.

Ford Motor and Navistar said in a statement that they had reached
an agreement to "restructure their ongoing business relationship
and settle all existing litigation between the companies."  Ford
Motor, as part of the settlement, will also make an undisclosed
payment to Navistar, Motorauthority.com states.

Motorauthority.com says that Ford Motor will continue working with
Navistar on a medium duty commercial truck project as well as the
supply of engines in the South American market.

                   About Ford Motor Co.

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

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

                         *     *     *

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

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


GATEHOUSE MEDIA: Bank Loan Sells at 83% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media is
a borrower traded in the secondary market at 16.93 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.33 percentage points
from the previous week, the Journal relates. The bank loan matures
on February 27, 2014. The bank loan carries Moody's Caa1 rating
and Standard & Poor's CCC+ rating.

The bank loan sold for 12.60 cents-on-the-dollar during the week
ended January 2, 2009.  It sold for 14.40 cents-on-the-dollar
during the week ended December 12, 2008 -- at that time, a drop of
3.35 percentage points from the then previous week.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of September 30, 2008, the company reported $1.34 billion in
total assets and $1.38 billion in total liabilities, resulting in
$34.1 million in stockholders' deficit.  The company reported
total revenues of $171.6 million in the quarter, an increase of
6.4% over the third quarter of 2007.


GENERAL ELECTRIC: Moody's Holds 'Ba2' Rating on $35.741 Mil. Trust
------------------------------------------------------------------
Moody's Investors Service announced that it has confirmed its
ratings on this note and certificate serviced by General Electric
Capital Corporation:

  -- U.S. $29,707,000 Class D Floating Rate Secured Deferrable
     Interest Rate Notes Due 2016, Confirmed at Baa2; previously
     rated Baa2, on 12/12/2008 placed Under Review for Possible
     Downgrade

  -- U.S. $35,741,000 Preferred Trust Certificates Due 2016,
     Confirmed at Ba2; previously rated Ba2, on 12/12/2008 placed
     Under Review for Possible Downgrade

According to Moody's, these rating actions are a result of the
December 22, 2008 Notice of Redemption of the Notes and the
Preferred Trust Certificates.  According to the notice, the full
payment of all notes and the Preferred Trust Certificates will
take place on January 15, 2009.


GENERAL MOTORS: Bank Loan Sells at Almost 50% Discount
------------------------------------------------------
Participations in a syndicated loan under which General Motors
Corp. is a borrower traded in the secondary market at 51.56 cents-
on-the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. This represents an increase of 5.78 percentage
points from the previous week, the Journal relates, General Motors
Corp. pays interest at 275.00 points above LIBOR. The bank loan
matures on November 27, 2013. The bank loan carries Moody's B3
rating and Standard & Poor's CCC rating.

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: Bondholders Form Committee to Negotiate Debt Swap
-----------------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. executives said on Thursday that bondholders have
created a committee to negotiate the terms of a debt-for-equity
swap.

A Paul, Weiss, Rifkind, Wharton & Garrison LLP spokesperson said
that the firm was representing GM's bondholders, WSJ relates.
Paul, Weiss also represents bondholders of General Growth
Properties Inc., the report states.  Citing the spokesperson, WSJ
says that the committee represents 10 institutions holding GM debt
and that it has held its first meeting by telephone.

GM must also convince individual bondholders to sign off on the
debt swap, WSJ says, citing Daryl Robertson, who has represented
bondholders at Hunton & Williams LLP, which isn't involved in the
talks.

According to WSJ, the debt swap is a requirement of the government
loan.  The report says that under the terms of the government's
$13.4 billion loan program, GM must:

     -- have a plan in place that would cut its $27.5 billion in
        unsecured debt by two-thirds by Feb. 17; and

     -- reach a cost-cutting agreement with its union workers.

WSJ relates that GM lowered on Thursday its forecast for this
year's industry sales of cars and light trucks.  GM, according to
the report, expects global sales to drop 15% to 57.5 million
vehicles in 2009, from 67.1 million cars and trucks in 2008.  The
report says that GM expects industry sales of 10.5 million
vehicles in the U.S. this year, down 22% from 13.5 million last
year.

                      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: Cuts U.S. Auto-Industry Sales Forecast to 10.5MM
----------------------------------------------------------------
In light of the ongoing uncertainty of global market conditions,
General Motors said it is adopting more conservative industry
volume assumptions than those presented to Congress.  For
liquidity and viability planning purposes, GM will assume 2009
U.S. total vehicle sales of 10.5 million units and global sales of
57.5 million units.  The initial plan included a downside scenario
of 10.5 million U.S. sales in 2009, with a baseline scenario of 12
million sales.  GM also said it revised downwards its assessment
of global industry volume assumptions for 2010-2012 for liquidity
planning purposes.

In its statement regarding its viability plan in Dec. 2, 2008, GM
said that after it has completed the restructuring actions laid
out in the plan, the company will be able to operate profitably at
industry volumes between 12.5 and 13 million vehicles.  It noted
at that time that those assumptions were reasonably conservative
for gauging liquidity needs, as the figures were substantially
below the 17 million industry levels averaged over the last nine
years.

Bloomberg News says that the 10.5 million units projected by GM
would be the lowest in 27 years, as a worsening economy crimps
demand.

Chrysler CEO Bob Nardelli, in an interview with Bloomberg News
early this week, said that they have pegged total 2009 production
by U.S to 11.1 million units.  Ford Motor Chief Financial Officer
Lewis Booth said Ford has lowered its prediction from a range of
12.2 million to 12.5 million, to 12 million to 12.5 million.

Other firms, however, have given lower forecasts.  "The market
will not reach 12.2 million units this year, no way, no how," said
John Wolkonowicz, an IHS Global Insight analyst.  IHS, according
to Bloomberg, has trimmed its 2009 sales estimate last week to
between 10 million and 10.5 million.

Standard & Poor's Ratings Services said it expects sales in 2009
to be 10 million units, 24% below 2008 actual sales.  It notes
that for the last three months of 2008, the seasonally adjusted
annual rate of light-vehicle sales in the U.S. was below 11
million units. The ratings agency noted that GM's production in
the first quarter of 2009 is expected to be down more than 50%
year over year.  S&P expects production to also be down for other
customers in North America and for Europe as well in 2009

In cutting auto supplier Dana Holdings' credit rating to B from
B+, Standard & Poor's credit analyst,  Nancy Messer, said,  "We
expect revenues to be reduced by weak auto sales and production in
North America, weak auto sales in Europe, and the U.S. recession,
which has stalled the recovery of commercial truck sales.  S&P has
also made ratings cuts for other auto suppliers, including
American Axle Inc., Visteon Corp. and ArvinMeritor Inc. for the
same reasons.

In mid-December 2008, Johnson Controls Inc. said it was cutting
its projections for total auto sales to 9.3 million units in North
America and 16.2 million units in Europe.  JCI, which sales to
Ford, GM, Chrysler and Toyota accounts to 10% of revenues in the
U.S., had projected North American production of 12.3 million
vehicles and European production of 21.2 million vehicles.

According to data from the International Organization of Motor
Vehicle Manufacturers, production of cars and commercial vehicles
in the U.S. in 2007 was 10,780,729, down 4.5% from the previous
year.  Bloomberg has said 2008 U.S. sales of cars and light trucks
have tumbled 16% through November.

                   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: Posts All-Time Sales Record in LatAm, Africa & ME
-----------------------------------------------------------------
General Motors Latin America, Africa and Middle East region posted
an all-time sales record in 2008, selling over 1.276 million
vehicles, up 40,000 units over 2007, representing a 3.2 percent
growth rate.  In addition, LAAM's market share increased to 17.1
percent for the year.

Maureen Kempston Darkes, GM group vice president and president of
GM LAAM said, "We are pleased to post our fifth consecutive record
sales year, with the Chevrolet brand continuing to lead the growth
throughout the region."

All-time yearly GM sales records were set in Argentina, Brazil,
Chile, Ecuador, Paraguay, Peru, Uruguay, Egypt, Kenya, North
Africa and Middle East markets in 2008.  And, for the 2008
calendar
year, market share gains were recorded in Ecuador, Paraguay, Peru,
Uruguay, Egypt, Kenya, Israel, Middle East, North Africa, South
Africa and Venezuela.

The North African market and Egypt were GM's highest market
gainers in 2008, growing 57 percent and 52 percent, respectively,
both of which significantly out-paced the industry growth rate.

Despite a slowdown in the fourth quarter throughout the region due
to the global economic crisis, the North African market posted
all-time quarterly GM sales and market share records in Q4 2008.
In addition, Ecuador, Peru and Egypt set fourth quarter sales
records.

Chevrolet Corsa, Celta and Aveo remained as the top three sellers
across the region in 2008, representing 41 percent of GM's sales
volume.  Chevrolet represents 90 percent of GM sales in LAAM.
Brazil represents the second largest market for Chevrolet outside
the U.S., with sales of 549,000 in 2008.

In 2009, the Chevrolet brand will continue to play a key role as
several new products, such as the Camaro, Cruze, Malibu, Traverse
will be launched in the region.

General Motors Latin America, Africa and Middle East Region (GM
LAAM), with headquarters in Miramar, Florida, is one of GM's four
regional business units.  GM LAAM employs approximately 35,000
people throughout the region in 18 countries and has manufacturing
facilities in Argentina, Brazil, Colombia, Ecuador, Egypt, Kenya,
South Africa and Venezuela.  In 2008, GM LAAM had a record year,
selling over 1.27 million vehicles.  GM LAAM markets vehicles
under the Buick, Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel,
Saab and Suzuki brands.

                   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: Says It Is on Track on Meeting Viability Plan
-------------------------------------------------------------
General Motors Corp. on Jan. 16 provided an update on its
restructuring efforts included in the viability plan submitted to
the federal government last month, and announced more conservative
industry volume planning assumptions to ensure the viability plan
is successful even in the most challenging of markets.

The updates were part of a comprehensive review of GM's global
business by Rick Wagoner, chairman and CEO; Fritz Henderson,
president and COO; and Ray Young, executive vice president and
CFO; at the Deutsche Bank 2009 Auto Analysts Conference in
Detroit.

Their remarks focused on the global financial, operational and
product portfolio actions GM is taking to restructure its business
for greater competitiveness and long-term viability. View
presentation slides

"We are on track to accomplish the requirements of the viability
plan," Mr. Wagoner stated. "We know we have a lot of work in front
of us, but we are already working closely with many key
stakeholders. The GM team is 100 percent dedicated to achieving
the goals of our plan."

In light of the ongoing uncertainty of global market conditions,
GM is adopting more conservative industry volume assumptions than
those presented to Congress. F or liquidity and viability planning
purposes, GM will assume 2009 U.S. total vehicle sales of 10.5
million units and global sales of 57.5 million units.  The initial
plan included a downside scenario of 10.5 million U.S. sales in
2009, with a baseline scenario of 12 million sales.  GM also
revised downwards its assessment of global industry volume
assumptions for 2010-2012 for liquidity planning purposes.

GM said that lowering the assumptions on U.S. and global industry
volumes will drive tougher operational decisions that will result
in a more robust viability plan, one that better positions the
company for long-term growth as the auto market recovers. GM said
it would continue to refine its plan in response to changing
market conditions.

GM's detailed Restructuring Plan for Long-Term Viability was
presented to Congress on December 2, 2008, and it formed the
basis for the loan agreement with the U.S. Treasury signed on
December 19.  An updated plan is due to the U.S. President's
designee on February 17, 2009.

GM and Chrysler LLC have obtained loans from the treasury in order
to avert collapse.  On Dec. 31, 2008, the U.S. Treasury completed
a transaction with General Motors Corp., 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.  On Jan. 2,
2009, the Treasury provided a three-year $4 billion loan to
Chrysler.  The Treasury has required each of the two to submit a
plan that would prove the automaker's long-term viability.  The
loan 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.

                        GM Viability Plan

GM's viability, submitted in response to Congressional hearings in
November, includes a detailed blueprint for a successful,
sustainable General Motors.  Building on a product renaissance and
comprehensive restructuring that has been under way for several
years, the plan calls for:

   * Increased production of fuel-efficient vehicles and energy-
     saving technologies;

   * Rationalization of brands, models and retail outlets;

   * Reduced wage and benefit costs, including further reductions
     in executive compensation;

   * Significant capital structure restructuring;

   * Further consolidation in manufacturing operations.

The plan calls for shared sacrifice, including further reduction
in the number of executives and total compensation paid to senior
leadership.  GM cited that the chairman and CEO Rick Wagoner will
reduce his salary to $1 per year.

A full-text copy of GM's viability plan is available at:

               http://researcharchives.com/t/s?3815

                   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.


GOODY'S FAMILY: Creditors Want Petition Denied, Citing "Bad Faith"
------------------------------------------------------------------
Unsecured creditors of Goody's LLC have asked the U.S. Bankruptcy
Court for the District of Delaware to toss out the Debtor's second
bankruptcy filing in three months, Bankruptcy Law360 reports.  The
creditors, the report says, allege that the bankruptcy filing -
the second in three months -- was made in "bad faith" and an
attempt to "run and hide" from more than $10 million in
outstanding administrative claims.

As reported by the Troubled Company Reporter yesterday, Goody's
LLC, formerly known as Goody's Family Clothing, Inc., and
13 affiliates filed for bankruptcy on January 13, 2009 due to
slumping sales, with the aim of streamlining operations and
cutting underperforming stores.  Seven months ago, the company and
19 of its affiliates filed for Chapter 11 protection in Delaware.
The company emerged from its first bankruptcy Oct. 20, 2008, after
closing more than 70 stores.

Bloomberg News reported, citing CFO David Peek, Goody's suppliers
stopped shipping on credit after Thanksgiving. According to the
report, monthly same-store sales since October fell four to six
times more than the company had expected, dropping as much as 19
percent from 2007 levels.  The net loss was $91 million for the 11
months through Jan. 3 on sales of $786 million, said Goody's,
which has 282 stores.

In its second bankruptcy petition, the company disclosed assets of
$206 million against debt of $202 million as of Jan. 3, 2009.
Debt includes a $29 million secured revolving credit with General
Electric Commercial Capital as agent, and secured term loans of
$10 million, $15 million and $20 million, Bloomberg reported.

The Debtor's list of 20 largest unsecured creditors includes
Quebecor World (USA) Inc., which has also sought creditor
protection in the U.S. and Canada, is the largest unsecured
creditor, with a $1.4 million claim.

Corsicana Daily Sun reported that Goody's Family would sell all of
its 287 stores during the chapter 22 proceedings.

Other retailers that made a quick trip back to the bankruptcy
court include the new owners of Steve & Barry's, the 173-store
casual apparel retailer, which filed for bankruptcy less than
three months after purchasing the operation; and the new owners of
Tweeter, a home-entertainment retailer, which filed for bankruptcy
four months after assuming operations.

                      About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represented the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.  The
company emerged from bankruptcy Oct. 20, 2008, after closing more
than 70 stores.

Goody's, LLC, based in Wilmington, Delaware, and 13 other
affiliates filed for bankruptcy Jan. 13 (Bankr. D. Del. Case No.
09-10124).  The case is before Judge Christopher S. Sontchi.  M.
Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP in
Wilmington, serves as bankruptcy counsel.  Bass Berry & Sims PLC
and Skadden Arps Slate Meagher & Flom LLP act as special counsel.
The Debtor's other professionals are FTI Consulting Inc. as
financial advisors; and Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC as liquidators.


GOTTSCHALKS INC: Gets Initial Okay to Use $20MM GE DIP Facility
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court District of
Delaware authorized Gottchalks Inc. to obtain, on an interim
basis, up to $20 million in postpetition financing under a senior
secured superpriority debtor-in-possession agreement with General
Electric Capital Corporation, as agent and lender; CIT
Group/Business Credit Inc., as syndication agent and lender; and
GE Capital Markets Inc. as lead arranger.

Judge Carey also authorized the Debtors to use cash collateral
securing repayment of secured loans to the lenders in accordance
with the budget.

The lenders agreed to provide as much as $125 million in financing
to the Debtors.  Before the Debtor filed for bankruptcy, the
lenders provided about $200 million in revolving loan including a
$20 million swingline loan commitments and sublimit for letters of
credit.  The Debtor owes at least $73 million including a $6.5
million of issued and outstanding letters of credit under the
agreement.  The Debtor told the Court that it defaulted on its
debts and obligations under the credit agreement with its lenders.

The proceeds of the facility will be used for (i) working capital,
letters of credit and other general corporate purposes; (ii)
allowed payment of costs of administration of the Chapter 11 case;
and (iii) payment of prepetition expenses approved by the Court.
In addition, the agreement contemplates a dual track sales process
to market the Debtor's business as a going concern as it seeks
liquidation bids.  The Debtor said it expects to receive stalking-
horse bid for their assets by March 2, 2009, and hold an auction
by March 17, 2009.  FTI Consulting Inc. and Financo Inc. have been
retained to assist the Debtor in the sale.

The facility will incur interest at either Index rate plus 2.25%
or LIBOR Rate plus 4.00%.

To secure its DIP obligations, the lenders will be granted
superpriority administrative expenses claim status priority over
any and all administrative expenses and unsecured claims against
the Debtor and its estate.

The DIP agreement contains customary and appropriate events of
default and is subject to $2 million carve-out to pay unpaid fees
incurred by professionals retained by the Debtor.

The Debtor will present on Feb. 12, 2009 at 10:00 a.m., before the
Court for final approval.

A full-text copy of the senior secured superpriority debtor-in-
possession agreement between the Debtor and lender is available
for free at: http://ResearchArchives.com/t/s?3813

A full-text copy of the Debtor's debtor-in-possession budget is
available for free at: http://ResearchArchives.com/t/s?3814

                      About Gottschalks Inc.

Headquartred in Fresno, California, Gottschalks Inc. --
http://www.gottschalks.com -- is a regional department store
chain, currently operating 58 department stores and three
specialty apparel stores in six western states, including
California (38), Washington (7), Alaska (5), Oregon (5), Nevada
(1) and Idaho (2).  Gottschalks offers better to moderate brand-
name fashion apparel, cosmetics, shoes, accessories and home
merchandise.  The Debtor offers corporate information and selected
merchandise on its website.

The company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its restructuring efforts.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., will serve as the Debtors' co-counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as its claims agent.
When the Debtor filed for protection from its creditors, it listed
$288,438,000 in total assets and $197,072,000 in total debts as of
Jan. 3, 2009.


GOTTSCHALKS INC: Receives Court Approval of First Day Motions
-------------------------------------------------------------
Gottschalks Inc. (Pink Sheets: GOTT) has received approval for all
of its first day motions from the United States Bankruptcy Court
for the District of Delaware.  These motions were submitted
January 15, 2009, as part of Gottschalks' voluntary filing for
reorganization relief under Chapter 11 of the United States
Bankruptcy Code.

Gottschalks received court approval for a $125 million debtor-in-
possession revolving credit facility to supplement its working
capital and provide additional liquidity during the reorganization
process. This financing, which is being provided by a group of
lenders led by GE Capital, enables the Company to pay vendors and
other business partners in the ordinary course for goods and
services received after the filing.

Among other first day motions, Gottschalks received authority to
continue to make wage and salary payments and continue various
benefits for employees as well as honor customer programs, such as
returns, exchanges and gift cards.

Jim Famalette, Chairman and Chief Executive Officer of
Gottschalks, stated, "We are pleased to have obtained court
approval for our first day motions, a critical first step in
Gottschalks' reorganization process. These approvals will ensure
that we are able to operate on a normalized basis as we pursue
options to create value for stakeholders, including a potential
sale of the business. At the same time, we are confident that we
will be able to continue serving our loyal customers without
interruption."

The case is In Re Gottschalks, Inc., Case No. 09-10157.

                        About Gottschalks

Gottschalks Inc. -- http://www.gottschalks.com-- is a regional
department store chain, currently operating 58 department stores
and three specialty apparel stores in six western states,
including California (38), Washington (7), Alaska (5), Oregon (5),
Nevada (1) and Idaho (2). Gottschalks offers better to moderate
brand-name fashion apparel, cosmetics, shoes, accessories and home
merchandise.

The company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its restructuring efforts.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., will serve as the Debtors' co-counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as its claims agent.
When the Debtor filed for protection from its creditors, it listed
$288,438,000 in total assets and $197,072,000 in total debts as of
Jan. 3, 2009.


GOTTSCHALKS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gottschalks Inc.
        aka Gottschalks
        aka Gottschalks/Harris and Village East
        P.O. Box 28920
        Fresno, CA 93729

Bankruptcy Case No.: 09-10157

Type of Business: The Debtor is a regional department store
                  chain, currently operating 58 department stores
                  and three specialty apparel stores in six
                  western states, including California (38),
                  Washington (7), Alaska (5), Oregon (5), Nevada
                  (1) and Idaho (2). Gottschalks offers better to
                  moderate brand-name fashion apparel, cosmetics,
                  shoes, accessories and home merchandise.  The
                  Debtor offers corporate information and
                  selected merchandise on its Web site.

                  See: www.gottschalks.com

Chapter 11 Petition Date: January 14, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Bankruptcy Counsel: O'Melveny & Myers LLP

Debtors' Co-Counsel: Lee E. Kaufman, Esq.
                     kaufman@rlf.com
                     Mark D. Collins, Esq.
                     Richards, Layton & Finger, P.A.
                     920 North King Street
                     One Rodney Square
                     Wilmington, DE 19801
                     Tel: (302) 651-7582
                     Fax: (302) 651-7701

The Debtors' financial condition as of Jan. 3, 2009

Total Assets: $288,438,000

Total Debts:  $197,072,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Harris Company             note payable      $16,179,600
PO Box 2084
4 Redlands Blvd., 2nd Floor
Redlands, CA 92373

Liz Claiborne                  merchandise       $2,098,608
2 Claiborne Avenue
North Bergen, NJ 07047

The CIT Group/Commercial       merchandise       $1,513,111
Services Inc.
300 South Grand Avenue
Los Angeles, CA 90071

Finlay Fine Jewelry            merchandise       $885,372
521 Fifth Avenue
New York, NY 10175

The Estee Lauder Companies     merchandise       $680,191
Inc.
7 Corporate Center Drive
Melville, NY 11747

Wells Fargo Century            merchandise       $680,191
119 W. 40th Street
New York, NY 10018

Jones Group                    merchandise       $566,802
45 Fernwood Avenue
Edison, NY 08837

Loreal                         merchandise       $537,508

Aflred Dunner                  merchandise       $490,321

Phillips-Van Hausen            merchandise       $477,219

Byer California                merchandise       $460,442

Merchsource LLC                merchandise       $456,809

Sara Lee/Hanes Brands          merchandise       $442,311

Quicksilver Inc.               merchandise       $380,001

The Fresno Bee                 merchandise       $354,258

Smart Apparel/Nautica          merchandise       $319,479

SAS                            merchandise       $317,006

Columbia Sportswear Company    merchandise       $277,996

WARNACO                        merchandise       $275,149

The petition was signed by J. Gregory Ambro, executive vice-
president and chief executive officer.


GRAHAM PACKAGING: Bank Loan Sells at 21% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Graham Packaging
is a borrower traded in the secondary market at 78.83 cents-on-
the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal. This represents an increase of 6.75 percentage
points from the previous week, the Journal relates, Graham
Packaging pays interest at 200.00 points above LIBOR. The bank
loan matures on September 30, 2011. The bank loan carries Moody's
B1 rating and Standard & Poor's B+ rating.

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

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

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

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

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


GRAPHIC PACKAGING: Bank Loan Sells at 21% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International is a borrower traded in the secondary market at
78.50 cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 8.22
percentage points from the previous week, the Journal relates.
Graphic Packaging International pays interest at 225 points above
LIBOR. The bank loan carries Moody's Ba3 rating and Standard &
Poor's BB- rating.

As reported by the Troubled Company Reporter on January 9, 2009,
participations in the syndicated loan traded in the secondary
market at 69.33 cents-on-the-dollar during the week ended
January 2, 2009.   Participations in the bank loan traded in the
secondary market at 66.44 cents-on-the-dollar during the week
ended December 19, 2008.

Headquartered in Marietta, Georgia, Graphic Packaging
Corporation (NYSE:GPK) -- http://www.graphicpackaging.com/-- is
a provides paperboard packaging solutions for a variety of
products to multinational and other consumer products companies.
The company provides its customers paperboard, cartons and
packaging machines, either as an integrated solution or
separately.  Its packaging products are made from a variety of
grades of paperboard.  GPC manufactures its packaging products
from coated unbleached kraft paperboard and coated recycled
paperboard that it produces at its mills, and a portion from
paperboard purchased from external sources.  The company
operates in four geographic areas: the United States, Central
and South America (Brazil), Europe and Asia-Pacific.   GPC
conducts its business in two segments, paperboard packaging and
containerboard/other.

As reported by the Troubled Company Reporter-Latin America on
March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over
US$4.4 billion and pro-forma 2007 adjusted EBITDA of approximately
US$553 million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase
of Smurfit-Stone Container's consumer packaging unit.

                         *     *     *

As reported by the Troubled Company Reporter on March 24, 2008,
Moody's Investors Service affirmed Graphic Packaging International
Inc.'s B1 corporate family rating, B3 subordinated notes, and
SGL-3 speculative grade liquidity rating (indicating adequate
liquidity) following the announcement of the completed combination
of its operations with Altivity Packaging, LLC.  Moody's also
assigned a Ba3 rating to the company's new
$1.2 billion term loan C due 2014.

The existing ratings have been downgraded on both the secured bank
facilities, to Ba3 from Ba2, and the senior unsecured notes, to B3
from B2, due to the revised capital structure.  The additional
amounts of senior secured debt move the ratings of this debt
toward the B1 corporate family rating while the senior unsecured
notes are lowered by one notch.  The outlook remains negative.
Proceeds from the transaction will be used to pay off Altivity's
existing debt, thus Altivity's ratings have been withdrawn.


GREYBULL PETROLEUM: Voluntary Chapter 15 Case Summary
-----------------------------------------------------
Chapter 15 Debtor: Greybull Petroleum, LLC
                   dba Rock Well Petroleum (U.S.) Inc.
                   dba Rock Well Petroleum Inc.
                   2100 West 5th Street
                   Sheridan, WY 82801

Bankruptcy Case No.: 08-20795

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Rock Well Petroleum Inc.                           08-20802

Rock Well Petroleum (U.S.) Inc.                    08-20797

Greybull Petroluem, LLC                            08-20795

Poison Spider Petroleum, LLC                       08-20800

Osage Petroleum, LLC                               08-20801

RWP International and Structured Projects, LLC     08-20798

Jones Draw Petroleum, LLC                          08-20799

Type of Business: oil mining

See: http://www.dywidag-systems.com/references/tunneling/greybull-
petroleum-greybull-wy-usa.html

Chapter 11 Petition Date: December 16, 2008

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Brent R. Cohen, Esq.
                  bcohen@rothgerber.com
                  Rothgerber Johnson & Lyons LLP
                  1200 17th Street, Suite 3000
                  Denver, CO 80202
                  Tel: (303) 628-9521
                  Fax: (303) 623-9222

Estimated Assets: more than $100,000,000

Estimated Debts: $1,000,000 to $100,000,000


HEADWATERS INCORPORATED: Moody's Downgrades Corp. Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Headwaters Incorporated's
(Headwaters) corporate family rating to B2 from B1, probability of
default rating to B2 from B1, and speculative grade liquidity
rating to SGL-4 from SGL-3.  The ratings on the company's $200
million senior secured term loan facility and $60 million senior
revolving facility were affirmed at Ba2 (LGD2, 21%).  However, all
ratings, except for the SGL rating, were placed under review for
possible downgrade.

The CFR downgrade reflects contraction of the company's earnings
due to the ongoing weakness in the U.S. residential housing and
remodeling market and an expected decline in Headwaters' coal
combustion products shipments and selling prices as commercial
construction slows.  Additionally, the global recession and lower
coal prices may negatively impact the previously assumed
contribution from Headwaters' nascent coal cleaning business. The
CFR and SGL downgrades also consider a narrowing of covenant
headroom under the company's revolving credit facility and
uncertainty about its liquidity given its need to extend or
replace the revolving credit facility, which matures in September
2009.

The B2 corporate family rating reflects Moody's outlook for
declining sales and earnings across Headwaters' construction-
related businesses, rising leverage, the potential for negative
free cash flow in 2009, and the company's seasonality, which is
tied to the construction industry.  The rating is supported by the
strong market positions held by CCP, Tapco, and the manufactured
stone business, and relative stability of the CCP segment due to
its size, national presence, and long-term CCP management
contracts with coal-fired generating plants.

Moody's review for possible downgrade considers a number of near-
term uncertainties for which clarity should be provided within the
next three months: (1) the arrangement and terms of a new
liquidity facility, (2) EBITDA generation and covenant compliance
as the company moves through a seasonally weak time period, (3)
insight into 2009 met coal prices and the earnings potential of
the new coal cleaning facilities, and (4) the impact on
Headwaters' CCP segment of declining commercial construction and
the offsetting benefits of a federal infrastructure stimulus
package.  Resolution of the first two items alone should enable
Moody's to conclude its review, and met coal prices are typically
negotiated before April.

Moody's last rating action for Headwaters was on July 30, 2008,
when the company's SGL rating was lowered to SGL-3 from SGL-1 and
the outlook was changed to stable from positive.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  The company
operates 3 principal business segments: Building Products, Coal
Combustion Products and Energy.  For the fiscal year ended
September 30, 2008, Headwaters had sales of $886 million.


HEALTH MANAGEMENT: Bank Loan Sells at 32% Discount
--------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates is a borrower traded in the secondary market at 67.86
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal. This represents an increase of 6.79
percentage points from the previous week, the Journal relates.
Health Management Associates pays interest at 175 points above
LIBOR. The bank loan matures on February 28, 2014. The bank loan
carries Moody's B1 rating and Standard & Poor's BB- rating.

As reported by the Troubled Company Reporter on January 8, 2009,
participations in the syndicated loan traded in the secondary
market at 60.93 cents-on-the-dollar during the week ended January
2, 2009.

Headquartered in Naples, Florida, HMA is an owner and operator of
acute-care hospitals in non-urban settings.  The company provides
inpatient services such as general surgery, and oncology as well
as outpatient services such as laboratory, x-ray and physical
therapy services.  In addition, some facilities also offer
specialty services such as cardiology, radiation therapy and MRI
scanning.


HIGHWOODS REALTY: Moody's Affirms 'Ba1' Rating; Gives Pos. Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Highwoods Realty
Limited Partnership (senior unsecured debt at Ba1), and revised
its rating outlook to positive from stable.  The positive outlook
reflects the REIT's improved asset quality since it initiated its
strategic plan in 2005, which Moody's believes should help
Highwoods weather what is expected to be a protracted downcycle
and challenging operating environment.

In addition, the REIT has enhanced its balance sheet through
reduced effective leverage (46.3% at 3Q08 vs. 50% at 3Q07) and a
reduced development pipeline (9.1% at 3Q08 vs. 14.2% at 3Q07).
This, combined with steadily improving operating performance, has
resulted in fixed charge coverage increasing to 2.3X in 3Q08 from
2.1X in 3Q07.  The positive outlook assumes that the REIT will
maintain adequate liquidity, and succesfully refinance their bank
line by YE2009.

The current ratings reflect Highwoods' tenant and economic
diversity, moderate leverage and healthy pool of unencumbered
assets.

Moody's stated that upward rating movement would be predicated
upon these: (1) sustained fixed charge coverage in excess of
2.25X, (2) maintenance of secured debt levels below 20%, (3)
stabilization of its development pipeline and steady growth in its
property portfolio, and (4) success in refinancing their bank
line.  The inability to meet the preceding metrics during the
current economic headwinds would result in an outlook revision to
stable, especially any deterioration of the REIT's current
liquidity position.  The rating agency also stated that a
deterioration in operating performance or a shift in funding
strategy, with total leverage and secured debt above 60% and 30%,
respectively, would have negative consequences to the rating.

These securities were affirmed with a positive outlook:

  * Highwoods Realty Limited Partnership -- Senior debt at Ba1,
    Senior debt shelf at (P)Ba1

  * Highwoods Properties, Inc. -- Preferred stock at Ba2,
    Preferred stock shelf at (P)Ba2

Moody's last rating action with respect to Highwoods was on
December 19, 2006, when Moody's affirmed the ratings on Highwoods
Realty Limited Partnership (Ba1 senior debt) and Highwoods
Properties Inc. (Ba2 preferred stock).  The ratings outlook was
stable.

Highwoods Properties, Inc., headquartered in Raleigh, North
Carolina, USA, is a Real Estate Investment Trust and one of the
largest developers and owners of Class A suburban office and
industrial properties in the Southeastern USA.  As of
September 30, 2008, Highwoods owned or had an interest in 383 in-
service office, industrial and retail properties encompassing
approximately 35 million square feet.  Highwoods also owns 619
acres of development land.


HIOCEAN REALTY: Brick Hill to Sell Property at Auction on Feb. 19
-----------------------------------------------------------------
Brick Hill One Realty, LLC, will conduct on Feb. 19, 2009, at 1:00
p.m. an auction of its real property located at 15 Bridge Hill
Lane, in Bridgehampton, New York.  The property is situated on a
one (1) acre parcel of property and is improved by a 5,000 square
fooT residence.  The residence contains five (5) bedrooms and five
(5) bathrooms and a heated in ground pool.

The auction will be conducted at the offices of Robinson Brog
Leinwand Genovese Greene & Gluck P.C. at 1345 Avenue of the
Americas, 31st Floor, in New York.

The minimum opening bid for the assets is $850,000.

A confirmation hearing is scheduled for Feb. 23, 2009, at 10:00
a.m. where the confirmation of the Debtor's proposed plan of
reorganization and approval of the sale of the property to the
successful bidder at the auction will be sought.

Copies of the approved bidding procedures and the proposed
contract of sale and other related documents are available from
the Court's web site -- http://www.nyeb.uscourts.gov/-- or from
counsel for the Debtor:

          Robinson Brog Leinwand Greene Genovese & Gluck P.C.
          Attn: A. Mitchell Greene
          1345 Avenue of the Americas
          New York, New York 10105
          Tel: (212) 603-6300
          E-mail: amg@robinsonbrog.com

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Hiocean Realty LLC delivered to the Court an amended Chapter 11
plan of reorganization dated Nov. 7, 2008, and an amended
disclosure statement explaining the plan.

The plan provides for the sale of substantially all of the
Debtor's assets and the payment of allowed creditor claims.

New York-based Hiocean Realty LLC and Brick Hill One Realty LLC
are controlled by Peter Cook.  The Debtors filed separate
petitions for Chapter 11 petition on Aug. 7, 2008 (Bankr. S.D.N.Y.
Case No. 08-13106 and 08-13107).  Judge Robert E. Gerber presides
over the case.  The case has been transferred to the United States
Bankruptcy Court for the Eastern District of New York, Case No.
08-74978).  Arnold Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck, P.C., represents the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  The Debtors listed
total assets of $11,518,000 and total debts of $22,295,199.


HIOCEAN REALTY: To Auction Bridgehampton of Property Feb. 19
------------------------------------------------------------
Hiocean Realty LLC will conduct on Feb. 19, 2009, at 1:00 p.m. an
auction of its real property located at 141 Highland Terrace, in
Bridgehampton, New York.  The property consists of a four (4) acre
parcel, overlooking the Atlantic Ocean with deeded rights to Sagg
Pond and protected by over forty (40) acres of protective
reserves.

The auction will be conducted at the offices of Robinson Brog
Leinwand Genovese Greene & Gluck P.C. at 1345 Avenue of the
Americas, 31st Floor, in New York.

The minimum opening bid for the assets is $11,850,000.

A confirmation hearing is scehduled for Feb. 23, 2009, at 10:00
a.m. where the confirmation of the Debtor's proposed plan of
reorganization and approval of the sale of the property to the
successful bidder at the auction will be sought.

Copies of the approved bidding procedures and the proposed
contract of sale and other related documents are available for the
Court's web site -- http://www.nyeb.uscourts.gov/-- or from
counsel for the Debtor:

          Robinson Brog Leinwand Greene Genovese & Gluck P.C.
          Attn: A. Mitchell Greene
          1345 Avenue of the Americas
          New York, New York 10105
          Tel: (212) 603-6300
          E-mail: amg@robinsonbrog.com

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Hiocean Realty LLC delivered to the Court an amended Chapter 11
plan of reorganization dated Nov. 7, 2008, and an amended
disclosure statement explaining the plan.

The plan provides for the sale of substantially all of the
Debtor's assets and the payment of allowed creditor claims.

New York-based Hiocean Realty LLC and Brick Hill One Realty LLC
are controlled by Peter Cook.  The Debtors filed separate
petitions for Chapter 11 petition on Aug. 7, 2008 (Bankr. S.D.N.Y.
Case No. 08-13106 and 08-13107).  Judge Robert E. Gerber presides
over the case.  The case has been transferred to the United States
Bankruptcy Court for the Eastern District of New York, Case No.
08-74978).  Arnold Mitchell Greene, Esq., at Robinson Brog
Leinwand Greene Genovese & Gluck, P.C., represents the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  The Debtors listed
total assets of $11,518,000 and total debts of $22,295,199.


HUNTSMAN ICI: Bank Loan Continues to Sell at Substantial Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 68.78 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal. This represents an increase of 7.19 percentage points
from the previous week, the Journal relates. Huntsman ICI pays
interest at 150 points above LIBOR. The bank loan matures on
April 23, 2014. The bank loan carries Moody's Ba1 rating and
Standard & Poor's BB+ rating.

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

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At September 30, 2008, the company's consolidated balance sheet
showed $8.41 billion in total assets, $6.64 billion in total
liabilities, $33.5 million in minority interests, and
$1.73 billion in total stockholders' equity.

                       *     *     *

As reported by the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services kept its ratings on Huntsman
Corp., including the 'BB-' corporate credit rating, on
CreditWatch, where they were placed on June 26, 2007, with
negative implications.  S&P said: "This update follows Huntsman's
announcement that it has terminated its merger agreement with
Hexion Specialty Chemicals Inc.  Under the terms of a settlement
with Hexion and Apollo Management L.P., Huntsman expects to
receive cash payments of $1 billion, consisting of $750 million of
settlement payments and $250 million of cash proceeds from the
issuance of 10-year convertible notes to Apollo affiliates, which
Huntsman can repay in cash or common stock.  The settlement
payments consist of $325 million from a break-up fee due from
Hexion, which Hexion will fund through an existing committed
credit facility, and $425 million that Apollo affiliates will
fund.  At least $500 million of the payments are to be paid to
Huntsman on or before Dec. 31, 2008.


INSIGHT MIDWEST: Bank Loan Sells at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Insight Midwest
Holdings,LLC is a borrower traded in the secondary market at 79.79
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.87
percentage points from the previous week, the Journal relates.
Insight Midwest Holdings, LLC pays interest at 200 points above
LIBOR. The bank loan matures on April 3, 2014.  The bank loan
carries Moody's B1 rating and Standard & Poor's B+ rating.

As reported by the Troubled Company Reporter on December 26, 2008,
participations in the syndicated loan traded in the secondary
market at 72.67 a dollar during the week ended December 19, 2008.

Insight Midwest Holdings is a unit of Insight Communications
Company, Inc., a domestic cable television multiple system
operator serving approximately 674,000 basic video subscribers,
mainly in Kentucky and in parts of Indiana and Ohio.  Insight
Communications maintains its headquarters in New York.

                         *     *     *

As reported by the Troubled Company Reporter on May 1, 2008,
Moody's Investors Service assigned a B1 corporate family rating
for Insight Midwest Holdings and withdrew the former B1 CFR for
Insight Communications Company.  The rating action reflects
completion of the division of the former partnership between
Insight and certain affiliates of Comcast Corporation in which
both companies had previously held a 50% interest in Insight
Midwest, LP, the intermediate holding company for the rated issuer
Insight Midwest.


INTELSTAT LTD: Tender Offer Won't Affect S&P's 'B' Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating and outlook on Bermuda-based Intelsat Ltd. (B/Stable/--)
are not currently affected by the company's announcement that it
was tendering for a portion of two Intelsat Ltd. bonds, the 6.5%
senior notes due 2013 and the 7.625% senior notes due 2012.  S&P
views the tender offers as opportunistic since S&P does not
believe that Intelsat faces insolvency or bankruptcy if the offers
are not accepted.

The underlying business, which S&P views as having very attractive
characteristics, continues to perform quite well, as consolidated
revenues and adjusted EBITDA grew 9.6% and 7.0%, respectively, for
the third quarter of 2008, and the nearest upcoming maturities, in
2012 and 2013, are not immediate.  Intelsat is offering $200
million for up to $297 million (assuming bid pricing at the low
end of the range and equal participation among the two notes) of
the $1.3 billion outstanding for these issues.  Total debt
outstanding was $15.1 billion at Sept. 30, 2008.  Depending on the
success level of the tender offer, S&P could revise the issue-
level and recovery ratings on Intelsat Intermediate Holding Co.
Ltd.'s 9.5% senior discount notes due 2015 to 'CCC+/6' from 'B-/5'
due to the issue of new bonds at Intelsat Subsidiary Holding Co.
Ltd.


INTERLAKE MATERIAL: Won't Close Sumter Plant; Has Buyer
-------------------------------------------------------
Annabelle Robertson at The Item reports that Interlake Material
Handling Inc.'s Plant Manager Victor Jones said that the company's
Chapter 11 bankruptcy filing won't result in the closure of the
Sumter plant.

Citing Mr. Jones, The Item relates that the bankruptcy filing was
a pre-emptive measure which will allow Interlake Material to
restructure.  The report quoted Mr. Jones as saying, "This is not
a liquidation.  The biggest advantage to us is that it allows us
to restructure our debt.  It will allow us to obtain working
capital in order to continue our operations and put us in a better
position to be acquired by another company."

Mr. Jones said that an acquisition is pending, The Item states.
The report quoted him as saying, "We have a buyer with a very
strong balance sheet.  The sale has not been finalized yet,
however."

According to The Item, Mr. Jones said, "This is a very positive
thing for us.  If bankruptcy can be seen in a positive light, this
definitely is.  And while I can't speak for the future, especially
if the company is purchased, at this time we have no plans for
further reductions in personnel."

                   About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


ISLE OF CAPRE: Bank Loan Continues to Sell at Substantial Discount
------------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capre
Casinos is a borrower traded in the secondary market at 64.58
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.98
percentage points from the previous week, the Journal relates.
Isle of Capre 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.

As reported by the Troubled Company Reporter on January 9, 2009,
participations in the syndicated loan traded in the secondary
market at 58.80 cents-on-the-dollar during the week ended
January 2, 2009.

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.


ISLE OF CAPRI: $140 Mil. Tender Offer Won't Move S&P's 'B' Rating
-----------------------------------------------------------------
On Jan. 14, 2009, Standard & Poor's Ratings Services said that the
announcement yesterday by Isle of Capri Casinos Inc. (B/Negative/-
-), that it has commenced a tender offer to purchase up to $140
million in principal of its $500 million senior subordinated notes
due 2014, does not affect the rating or outlook on the company.
Isle of Capri is offering noteholders $580 per $1000 in principal
tendered (which includes an early tender premium of $30 per $1000
principal for those who tender before Jan. 27. 2009).  The offer
expires on Feb. 13, 2009.

S&P views this as an opportunistic offer by the company, as
challenging operating and credit market conditions have
contributed to the heavily discounted trading range for the
subordinated notes.  Isle of Capri had about $20 million in excess
cash as of Oct. 31, 2008, and previously stated that it expected
to receive about $95 million of insurance proceeds by the end of
December 2008.  S&P believes this excess liquidity will be used to
complete the transaction.  While senior subordinated noteholders
who accept the offer would receive a substantial discount to
principal value, S&P expects that their willingness to participate
in the transaction would largely relate to their own investment
strategies and/or liquidity needs.  The subordinated notes do not
mature until 2014.

Further, S&P expects that should the tender be unsuccessful, Isle
will have sufficient liquidity to fund its fixed charges over the
intermediate term.  Moreover, S&P anticipates that at least a
sizable portion of the insurance proceeds will be included in the
definition of EBITDA for covenant purposes; thus, S&P expects Isle
will have sufficient flexibility relative to covenants for at
least the next few quarters.

If the tender offer is successful, S&P anticipate that Isle's
credit measures will continue to be in line with the current
rating.  S&P believes that adjusted leverage will remain in at
least the low-8x area, and interest coverage in the high-1x area,
for the next few quarters.  S&P's rating assumptions incorporate
the expectation that Isle will experience a year-over-year EBITDA
decline in the low- to mid-teen percentage area in its fiscal year
ending April 30, 2009, and in the 5% area for its fiscal year
ending April 30, 2010.


KB TOYS: Wants Trademarks Excluded from Parent Co. Asset Sale
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, KB Toys Inc.,
opposes Parent Co.'s request to auction off all of its assets to
the extent the sale includes trademarks that KB licenses.
According to Mr. Rochelle, KB Toys is not sure whether the
proposed protocol allows Parent to sell those trademarks.

The Parent Co. and its debtor-affiliates have submitted to the
United States Bankruptcy Court for the District of Delaware
proposed procedures contemplating an auction for substantially all
of their assets at an auction on Jan. 28.

According to Mr. Rochelle, the Debtors seek authorization from the
Court to:

   -- set a Jan. 23 deadline for all bids;

   -- conduct an auction on Jan. 28 if multiple bids are received;

   -- seek approval of the sale at a hearing on Jan. 30.

The Court will consider the proposed bid procedures on Jan. 16.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and
$35,722,280 in total debts.

                          About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on Dec. 11.  The debts include $143 million in unsecured claims;
and $200 million in secured claims, including $95.1 million owed
to first-lien creditors where General Electric Capital Corp.
serves as agent; and $95 million owed to second-lien creditors.

As reported by the Troubled Company Reporter on Dec 22. 2008, the
Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has allowed KB Toys Inc. to start going-out-of-business
sales.  KB Toys expects the liquidation sales to be completed by
Feb. 9, 2009.


KRISPY KREME: Board of Directors Amends and Restates Bylaws
-----------------------------------------------------------
The board of directors of Krispy Kreme Doughnuts, Inc., acting on
the recommendation of the Nominating and Corporate Governance
Committee, amended and restated the Amended and Restated Bylaws of
the company.  The summary of the material amendments to the Bylaws
include:

   -- Article II, Section 8 of the Bylaws has been amended to
      delete the requirement that voting at meetings of
      shareholders be by voice vote or by a show of hands unless
      the holders of one-tenth of the shares represented at the
      meeting will, prior to the voting on any matter, demand a
      ballot vote on that particular matter.  Article III,
      Section 3 of the Bylaws was amended to delete the
      requirement that election of directors be by ballot vote
      upon a shareholder demand.

   -- Article III, Section 3 of the Bylaws has been amended to
      modify the advance notice requirements for shareholder
      nominations of directors.  As amended, a shareholder
      seeking to nominate a director must provide written notice
      of the nomination to the Secretary of the company within
      the after time frames: (1) in the case of an annual
      meeting, not less than 90 days nor more than 120 days prior
      to the first anniversary date of the annual meeting for the
      preceding year; provided, however, that if (and only if)
      the annual meeting is not scheduled to be held within a
      period that commences 30 days before such anniversary date
      and ends within 60 days after the anniversary date, the
      notice must be given by the close of business on the later
      of (A) the date 90 days prior to the announced meeting date
      or (B) the tenth day after the date of meeting date is
      first publicly disclosed; and (2) in the case of a special
      meeting called for the purpose of nominating directors in
      accordance with the Bylaws, the notice must be given not
      later than the close of business on the tenth day after the
      day on which the date of the special meeting and on which
      the director nominees proposed by the board of directors to
      be elected at the meeting is publicly disclosed.  The
      amended Bylaw also provides for certain notice time periods
      in the event of certain increases in the size of the board
      of directors.  The amended Bylaw also specifies the type of
      information to be included with any shareholder's notice of
      nomination, including information of the type required to
      be disclosed under applicable proxy statement rules by the
      company about its director nominees and certain information
      about derivative instruments and other rights or
      transactions that have the effect of increasing or
      decreasing the shareholder's or its nominee's (or any
      person on whose behalf the shareholder is acting) economic
      risk or voting power with respect to the company's
      securities.  As a result of the Bylaw amendment, any
      nomination for directors for the 2009 Annual Meeting must
      be submitted no later than the close of business on
      March 19, 2009, based on the June 17, 2008, date for last
      year's annual meeting.

   -- Article III, Section 5 of the Bylaws has been amended to
      clarify that directors elected to fill vacancies on the
      board will be divided among the three classes of directors
      of the company's staggered board as nearly equal as
      possible in accordance with Article III, Section 2 of the
      Bylaws.

   -- Article III, Sections 7 and 8 of the Bylaws (relating to
      emeritus directors and the mandatory retirement age for
      directors) have been deleted in their entirety.

   -- Article VI, Section 1 of the Bylaws has been amended to
      delete the reference to a chief operating officer, and
      Article VI, Section 7 (relating to the chief operating
      officer) has been deleted in its entirety.

   -- Article VI, Section 8 of the Bylaws has been amended (and
      renumbered) to clarify the order of succession of the
      company's vice-presidents in the event of the absence or
      disability of the president.

   -- Article IX, Section 4 of the Bylaws has been amended to
      modify the mechanics for the replacement of lost share
      certificates and clarify the role of the company's transfer
      agent in connection therewith.

   -- Article X, Section 2 of the Bylaws has been amended to
      delete the reference to the impress of the company's
      corporate seal on the Bylaws.

The amendments became effective upon the approval by the board of
directors.

A full-text copy of the AMENDED AND RESTATED BYLAWS is available
for free at: http://ResearchArchives.com/t/s?380c

                         About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/--
is a retailer and wholesaler of doughnuts.  The company's
principal business, which began in 1937, is owning and franchising
Krispy Kreme doughnut stores where over 20 varieties of doughnuts
are made, sold and distributed and where a broad array of coffees
and other beverages are offered.

As of Aug. 3, 2008, there were 494 Krispy Kreme stores operated
systemwide in the United States, Australia, Canada, Hong Kong,
Indonesia, Japan, Kuwait, Mexico, the Philippines, Puerto Rico,
Qatar, Saudi Arabia, South Korea, the United Arab Emirates and the
United Kingdom, of which 100 were owned by the company and 394
were owned by franchisees. Of the 494 stores, 286 were factory
stores and 208 were satellites; 234 stores were located in the
United States and 260 were located in other countries.

Krispy Kreme Doughnuts Inc. posted a net loss of $5.9 million for
the three months ended Nov. 2, 2008, compared to a net loss of
$798,000 for the three months ended Oct. 28, 2007.

The company reported a net loss of $3.8 million for the nine
months ended Nov. 2, 2008, compared to a net loss of
$35.2 million for the nine months ended Oct. 28, 2007.

At Nov. 2, 2008, the company's balance sheet showed total assets
of $200.1 million, total liabilities of $141.5 million and
shareholders' equity of $58.5 million.

                           *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.
The ratings still hold to date with a negative outlook.


KRISPY KREME: Amends Employment Pacts with Four Top Executives
--------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. and its a subsidiary, Krispy Kreme
Doughnut Corporation, entered into amendments, each effective as
of Dec. 15, 2008, to the employment agreements with James H.
Morgan, chairman, president and chief executive officer of the
company, Douglas R. Muir, executive vice president, chief
financial officer and treasurer of the company, Kenneth J. Hudson,
Senior vice president -- human resources and organizational
development of the company, and Jeffrey B. Welch, senior vice
president and president -- international store operations of the
company.

The executives' employment agreements were amended to comply with
the requirements of Section 409A of the Internal Revenue Code of
1986, as amended.  The amendments, among other things, provide for
definitive provisions regarding the timing and form of severance
payments and revise the definition of "change in control" to
comply with Section 409A.

A full-text copy of the Amendment To Employment Agreement - James
H. Morgan is available for free at:

                http://ResearchArchives.com/t/s?3808

A full-text copy of the Second Amendment To Employment Agreement -
Douglas R. Muir is available for free at:

                http://ResearchArchives.com/t/s?3809

A full-text copy of the Amendment To Employment Agreement -
Kenneth J. Hudson is available for free at:

                http://ResearchArchives.com/t/s?380a

A full-text copy of the Amendment To Employment Agreement -
Jeffrey B. Welch is available for free at:

                http://ResearchArchives.com/t/s?380b

                         About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/--
is a retailer and wholesaler of doughnuts.  The company's
principal business, which began in 1937, is owning and franchising
Krispy Kreme doughnut stores where over 20 varieties of doughnuts
are made, sold and distributed and where a broad array of coffees
and other beverages are offered.

As of Aug. 3, 2008, there were 494 Krispy Kreme stores operated
systemwide in the United States, Australia, Canada, Hong Kong,
Indonesia, Japan, Kuwait, Mexico, the Philippines, Puerto Rico,
Qatar, Saudi Arabia, South Korea, the United Arab Emirates and the
United Kingdom, of which 100 were owned by the company and 394
were owned by franchisees. Of the 494 stores, 286 were factory
stores and 208 were satellites; 234 stores were located in the
United States and 260 were located in other countries.

Krispy Kreme Doughnuts Inc. posted a net loss of $5.9 million for
the three months ended Nov. 2, 2008, compared to a net loss of
$798,000 for the three months ended Oct. 28, 2007.

The company reported a net loss of $3.8 million for the nine
months ended Nov. 2, 2008, compared to a net loss of
$35.2 million for the nine months ended Oct. 28, 2007.

At Nov. 2, 2008, the company's balance sheet showed total assets
of $200.1 million, total liabilities of $141.5 million and
shareholders' equity of $58.5 million.

                          *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.
The ratings still hold to date with a negative outlook.


LANDAMERICA FINANCIAL: Bankruptcy Court to Hear 5 Investment Cases
------------------------------------------------------------------
Carol Hazard at Richmond Times-Dispatch reports that the Hon.
Kevin Huennekens at the U.S. Bankruptcy Court for the Eastern
District of Virginia will hear five test cases of people who can't
get their investments from LandAmerica Financial Group Inc.

Times-Dispatch relates that hundreds of investors, many of them
individuals whose livelihoods depend on the funds, still don't
know if or when they will get their money back from LandAmerica
Financial.  According to the report, about 450 clients had
$383.6 million invested in accounts at LandAmerica 1031 Exchange
Services Inc. -- about 50 investors had money in segregated
accounts, while some 400 had commingled accounts, where their
money was mixed in with money from other investors and possibly
with company money.  The report states that some funds might be
considered held in trust and are more readily available, while
other funds might be considered part of the bankruptcy estate.
Citing Judge Huennekens, the report says that all the money could
be considered held in trust.

According to the Times-Dispatch, the cases will set the precedent
for dealing with funds in LandAmerica's 1031 Exchange, which
offers a tax shelter used by people who purchase investment
properties.

Times-Dispatch quoted Judge Huennekens as saying, "Once we resolve
the test cases, the other cases will resolve in a similar pattern.
The one thing that jumps out at me is the protocol is realistic.
It's a very aggressive plan as far as getting the case resolved."

Judge Huennekens, Times-Dispatch reports, agreed to hear cases
from two segregated account holders, two commingled account
holders, and one whose money was in a promissory note from the
property buyer.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E. D. Virginia, Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.


LAS VEGAS SANDS: Bank Loan Trades at Near 50% Off
-------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands is
a borrower traded in the secondary market at 52.33 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 6.66 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.

The Troubled Company Reporter said on January 9, 2009, that
participations in the syndicated loan traded in the secondary
market at 43.89 cents-on-the-dollar during the week ended
January 2, 2009.  The bank loan was sold 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


LAS VEGAS SANDS: Venetian Macau Bank Loan Sells at Almost 50% Off
-----------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
54.94 cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.83
percentage points from the previous week, the Journal relates.
Venetian Macau US Finance Co. LLC pays interest at 225 points
above LIBOR.  The bank loan matures on May 25, 2013. T he bank
loan carries Moody's B2 rating and Standard & Poor's B rating.

Venetian Macao is a wholly-owned subsidiary of Las Vegas Sands
Corporation.  VML owns the Sands Macao in the People's
Republic of China Special Administrative Region of Macao and is
also developing additional casino hotel resort properties in
Macao.

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


LEAP WIRELESS: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Leap Wireless is a
borrower traded in the secondary market at 87.54 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 4.43 percentage points
from the previous week, the Journal relates.  Leap Wireless pays
interest at 225 points above LIBOR.  The bank loan carries Moody's
B2 rating and Standard & Poor's B+ rating.

                      About Leap Wireless

Based in San Diego, Leap Wireless International Inc. (Nasdaq:
LEAP) -- http://www.leapwireless.com/-- provides innovative,
high-value wireless services.  With the value of unlimited
wireless services as the foundation of its business, Leap
pioneered its Cricket(R) service.  The company and its joint
ventures now operate in 29 states and hold licenses
in 35 of the top 50 U.S. markets.  Through its affordable, flat-
rate service plans, Cricket offers customers a choice of unlimited
voice, text, data and mobile Web services.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $5.0 billion, total liabilities of $3.4 billion and
stockholders' equity of $1.6 billion.  The company has a total of
$826.3 million in unrestricted cash, cash equivalents and short-
term investments as of Sept. 30, 2008.  Capital expenditures
during the third quarter of 2008 were $190.0 million, including
expenditures associated with the build-out of new markets and
capitalized interest.

For three months ended Sept. 30, 2008, the company posted net loss
of $48.7 million compared with net loss of $43.2 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $93.0 million compared with
net loss of $57.8 million for the same period in the previous
year.

                         *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
Moody's Investors Service assigned a Caa1 rating to Leap Wireless
International Inc.'s $200 million convertible notes, due 2014.
Moody's also assigned a B2 corporate family rating to Leap
Wireless International Inc.  Rating outlook is Stable.

As disclosed in the Troubled Company Reporter on June 23, 2008,
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed $200
million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.


LEVEL 3: Bank Loan Sells at 31% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications is a borrower traded in the secondary market at
69.00 cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 8.75
percentage points from the previous week, the Journal relates.
Level 3 Communications pays interest at 225 points above LIBOR.
The bank loan matures on March 1, 2014.  The bank loan carries
Moody's B1 rating and Standard & Poor's B+ rating.

                  About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.73 billion, total liabilities of $8.93 billion and
stockholders' equity of about $803 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $120.00 million compared to net liss of $174.00 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $334.00 million compared to net loss of $1.02 billion for
the same period in the previous year.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Moody's Investors Service adjusted Level 3 Communications, Inc.'s
probability of default rating to Ca/LD subsequent to the company
completing tender offer transactions that were interpreted, for
ratings purposes (and as was contemplated in Moody's November 24,
2008 press release that addressed the ratings' impact of the
tender offer), as constituting a distressed exchange that is
tantamount to a default.  As was then noted, the PDR will be
temporarily repositioned to Ca/LD to reflect the limited default
that has occurred; the PDR will be repositioned (back to Caa1,
under review for downgrade) after three business days.


LIZ CLAIRBORNE: Moody's Reviews 'Ba1' Ratings for Possible Cuts
---------------------------------------------------------------
Moody's Investors Service affirmed Liz Claiborne commercial paper
rating at Not Prime and placed all other ratings under review for
a possible downgrade.  LGD assessments are subject to change.

The review for possible downgrade follows from Liz's announcement
that it now expects earnings for the fourth quarter to fall
significantly below previous expectations and the year prior
period (excluding various restructuring and other one time items).
The weak performance resulted from a highly promotional retail
environment, which adversely impacted margins and negative trends
in sales, with comparable store sales for the company's Juicy
Couture, Lucky Brand and Kate Spade retail stores each falling in
the mid-teens.  Moody's had previously indicated concerns that the
company's Direct Brand segment could come under increased pressure
as higher end consumers showed greater spending restraint which
has been evident in Liz Claiborne's results as well as in weak
same store sales at luxury department stores.

Moody's review will focus on the company's operating strategies to
arrest continued erosion in sales and margins, the company's
ability to manage inventories at appropriate levels in the current
recessionary environment, and its ability to generate meaningful
debt repayment in 2009.

Separately, Liz also announced it has successfully completed an
amendment and extension of its existing bank facility.  The
amended terms provide for -- among other things -- a reduction in
the facility size to $600 million from $750 million, an extension
in term to May, 2011, and the elimination of the leverage and
asset coverage covenants.  The new facility will be secured by
substantially all assets and will require compliance with a
minimum fixed charge coverage test which Moody's expect will
provide company with greater operating flexibility compared to the
previous agreement.  Moody's believes that the extension of
facility, with less covenant constraints, is a positive for the
company's overall liquidity position over the near to intermediate
term.

These ratings were placed on review for possible downgrade, LGD
assessments are subject to change:

  -- Corporate Family Rating at Ba1

  -- Probability of Default Rating at Ba1

  -- EUR350 million Senior Unsecured Notes due July, 2013 at Ba2

Rating affirmed:

  -- Commercial paper rating at Not Prime

Moody's last rating action on Liz Claiborne Inc. was on November
25, 2008 when the company's unsecured note rating was lowered to
Ba2 from Baa3 and a Ba1 Corporate Family Rating and Probability of
Default Rating were assigned.

Headquartered in New York, New York, Liz Claiborne Inc. is a
leading designer and distributor of apparel and related
accessories.  In addition to the Liz Claiborne brand, the
company's brands include Juicy Couture, Lucky Brand Jeans, Kate
Spade, Mexx and DKNY Jeans.


LORUS THERAPEUTICS: Raises Going Concern Doubt
----------------------------------------------
Lorus Therapeutics Inc. said in a news statement that, given the
current market capitalization of the Company it is unlikely that
the Company will be able to raise additional funds to repay
certain debt obligation due in October 2009.  As a result, Lorus
Therapeutics said there is significant doubt as to whether the
Company will be able to continue as a going concern and realize
its assets and pay its liabilities as they fall due.  Lorus
Therapeutics said it is pursuing strategies to address this
obligation, however if the Company cannot repay or refinance the
debentures at or prior to maturity, the lender may, at its
discretion, take any action permitted by law to realize on its
security.

According to the Company, management believes that -- except for
the October 2009 debt obligation -- Lorus' current level of cash
and cash equivalents and short-term investments, will be
sufficient to execute Lorus' current planned expenditures for at
least the next 12 months.

On January 14, 2009, Lorus Therapeutics said loss from operations
for the three months ended November 30, 2008, decreased 24.9% to
C$2.3 million compared to C$3.0 million for the three months ended
November 30, 2007.  Lorus' loss from operations for the six months
ended November 30, 2008, decreased to C$4.9 million, compared to
C$5.1 million for the six months ended November 30, 2007.

The Company utilized cash of C$2.1 million in its operating
activities in three-month period ended November 30, 2008, compared
with C$2.5 million during the same period in fiscal 2008
representing a reduction of 18%.  The decrease is primarily a
result of a reduced net loss.  Lorus utilized cash of C$3.9
million for the six months ended November 30, 2008, compared with
C$4.9 million in the same period last year a decrease of 20.7%.
The reduced cash use is the result of a lower net loss as well as
a reduction in accounts payable and increase in prepaid and other
assets in 2007.  At November 30, 2008, Lorus had cash and cash
equivalents and short-term investments of C$9.2 million compared
to C$9.4 million at May 31, 2008.

On July 10, 2007, the Company completed a plan of arrangement and
corporate reorganization with 4325231 Canada Inc., formerly Lorus
Therapeutics Inc.; 6707157 Canada Inc.; and Pinnacle International
Lands Inc. that resulted in net proceeds of C$6.9 million.  As a
result of the plan of arrangement and reorganization, among other
things, each common share of Old Lorus was exchanged for one
common share of the Company and the assets -- excluding certain
future tax assets and related valuation allowance -- and
liabilities of Old Lorus were transferred to the New Lorus or its
subsidiaries.  The Company continued the business of Old Lorus
after the Arrangement Date with the same officers and employees
and continued to be governed by the same Board of Directors as Old
Lorus prior to the Arrangement Date.

                           About Lorus

Based in Toronto, Ontario, Lorus Therapeutics Inc. is a
biopharmaceutical company focused on the research and development
of novel therapeutics in cancer. Lorus Therapeutics Inc. is listed
on the Toronto Stock Exchange under the symbol LOR.


MANITOWOC CO: Bank Loan Trades Higher in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co Inc.
is a borrower traded in the secondary market at 78.63 cents-on-
the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 8.72 percentage
points from the previous week, the Journal relates.  Manitowoc Co
Inc. pays interest at 350 points above LIBOR.  The bank loan
matures on April 14, 2014.  The bank loan carries Moody's Ba2
rating and Standard & Poor's BB+ rating.

The Troubled Company Reporter on January 2, 2009, said
participations in the syndicated loan traded in the secondary
market at 66.42 cents-on-the-dollar during the week ended
December 26, 2008.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc company
Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, and boom trucks.  As a leading manufacturer of ice-cube
machines, ice/beverage dispensers, and commercial refrigeration
equipment, the company offers the broadest line of cold-focused
equipment in the foodservice industry.  In addition, the company
is a provider of shipbuilding, ship repair, and conversion
services for government, military, and commercial customers
throughout the maritime industry.  The company has regional
offices in Mexico and Brazil.  Revenues for the twelve months
ended March 31, 2008 totaled about US$4.2 billion.

                         *     *     *

On July 31, TCR reported that Moody's Investors Service affirmed
the Ba2 Corporate Family and Probability of Default ratings of
Manitowoc following its announced syndication of a new credit
facility to fund its acquisitions of Enodis plc. Moody's also
assigned a Ba2 rating to the proposed $2.925 billion senior
secured bank credit facility and lowered the senior unsecured
notes to B1 from Ba3.  The outlook remains stable.


MARGAUX WARREN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Margaux Warren Park Partners, Ltd.
        14900 Landmark Blvd.
        Suite 610
        Dallas, TX 75254

Bankruptcy Case No.: 08-43388

Chapter 11 Petition Date: December 16, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  gpronske@pronskepatel.com
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6501
                  Fax: (214) 658-6509

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

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

The petition was signed by Donald L. Silverman, manager of Warren
91, LLC, general partner of the company.


METROPCS WIRELESS: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook for all ratings of
MetroPCS Wireless Inc. to positive from stable, and affirmed the
B2 corporate family rating, the B2 probability of default rating,
and the SGL-1 liquidity rating.  In addition, Moody's upgraded
ratings for the 9-1/4% senior unsecured notes due 2014 to B3 from
Caa1, which include the announced $300 million add-on, and the
$1.7 billion senior secured debt to Ba2 from Ba3.

The rating actions follow the announcement by the company that it
will issue an additional $300 million of 9-1/4% senior unsecured
notes, the net proceeds from which will provide additional
resources to sustain the company's growth.  Moody's believes that
the most likely use for the funds will be additional spectrum
purchases or select acquisitions, with the added liquidity cushion
notably bolstering the company's overall credit profile over at
least the near-to-intermediate term period.  The upgrade of the
senior secured debt was driven by the greater loss absorption
supplied by the greater proportion of senior unsecured debt in the
capital structure.

Ratings upgraded:

  -- $1.7 billion senior secured bank facility to Ba2, LGD 2, 21%
     from Ba3, LGD 2, 25%.

  -- $1.4 billion senior unsecured notes, now increased to
     $1.7 billion to B3, LGD 5, 77% from Caa1, LGD 5, 79%;

Ratings affirmed:

  -- Corporate family rating - B2;
  -- Probability of default rating - B2;
  -- Speculative grade liquidity rating of SGL-1.

The Outlook is changed to Positive from Stable.

The change in the rating outlook was driven by the company's rapid
growth and the resulting de-leveraging, notwithstanding MetroPCS'
heavy cash consumption to launch new markets.  The B2 corporate
family rating reflects Moody' expectation that the company will
continue to be a net user of cash through at least 2010, as the
company builds out its presence to reach about 100 million
potential subscribers.  The ratings and the outlook also consider
Moody's view that MetroPCS faces significant execution risks in
building out new markets amid intensifying industry competition,
particularly as the national wireless penetration rate approaches
90%, along with the potential for more business combinations which
may increase leverage.

Moody's most recent rating action for MetroPCS was on June 19,
2008.  At that time Moody's revised the company's outlook to
stable from developing.  The revision was driven by the failure to
launch the merger with Leap Wireless.

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.


METROPCS WIRELESS: S&P Puts 'B' Rating on Proposed Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' rating
to MetroPCS Wireless Inc.'s proposed $300 million of 9-1/4% senior
notes due 2014, to be issued under Rule 144A with registration
rights.  At the same time, S&P assigned a recovery rating of '3'
to the issue, and revised the recovery rating on the existing
unsecured debt (also rated 'B') to '3' from '4'.  The '3' recovery
rating indicates prospects for meaningful (50%-70%) recovery in
the event of a payment default.  This revision in recovery
primarily reflects the incremental value ascribable to licenses
acquired in 2008.  Proceeds will be used for general corporate
purposes.

At the same time, S&P affirmed the 'B' corporate credit rating and
all other ratings on the parent company, Richardson, Texas-based
wireless carrier MetroPCS Communications Inc. and its related
entities.  The outlook is stable.  Pro forma for this issue, total
funded debt was $3.3 billion at Sept. 30, 2008.

"The ratings on MetroPCS Communications Inc. reflect what S&P
views as a challenging business model, which targets lower income
customers; a highly competitive environment; and high leverage,"
said Standard & Poor's credit analyst Catherine Cosentino.


MOTION PICTURE: Will Close Hospital & Care Residence by October
---------------------------------------------------------------
Susan Abram at Contra Costa Times reports that Motion Picture &
Television Fund officials said on Wednesday that the will close
the acute-care hospital and long-term care residence by October.

According to Contra Costa Times, Motion Picture lost about
$10 million annually and faced with bankruptcy in a few years.

Motion Picture officials said that the plan includes phasing out
the nursing home and moving its 100 patients to nearby sites,
Contra Costa Times states.  According to the report, the plan will
result in the layoffs of about 300 workers.

Contra Costa Times quoted Motion Picture chairperson Jeffrey
Katzenberg as saying, "Although we are in good shape today, the
acute-care hospital and long-term care facility are generating
operating deficits that could bankrupt MPTF in a few years.  The
Motion Picture and Television Fund is initiating these changes
because it's the right thing to do, but the fact is that we have
no choice."

Contra Costa Times says that the changes won't affect the cottage
residences and other healthcare and recreational services and
facilities at Woodland Hills campus.  The main reason for Motion
Picutre's financial difficulties is the poor state reimbursement
rates, the report states, citing officials.

The nonprofit Motion Picture & Television Fund was founded in 1921
by Charlie Chaplin, Mary Pickford, Douglas Fairbanks and D.W.
Griffith to help fellow colleagues who had fallen on hard times.
The group has operated five outpatient health centers throughout
greater Los Angeles, a children's center, a retirement community
and health plans.


MOTOROLA INC: To Slash 4,000 More Positions; Sees Q4 Net Loss
-------------------------------------------------------------
Motorola, Inc. unveiled further cost reduction actions, primarily
associated with the Company's Mobile Devices business.  The
Company also announced preliminary results for the fourth quarter
of 2008.  The Company will announce fourth-quarter financial
results on February 3, 2009.

Motorola said it would further reduce its workforce in 2009 by
approximately 4,000 positions.  This reduction will include
approximately 3,000 positions associated with the Mobile Devices
business and approximately 1,000 positions associated with
corporate functions and other business units.  The workforce
reductions are expected to begin immediately and are incremental
to the 3,000 workforce reduction actions previously announced
during the fourth quarter of 2008.

The workforce reductions, plus other incremental cost-reduction
initiatives, including those announced on December 17, 2008, are
expected to result in additional annual cost savings of
approximately $700 million in 2009.  The savings from these
actions, together with the $800 million of savings from other
actions announced during the fourth quarter of 2008 are expected
to result in aggregate cost savings of $1.5 billion for the
Company in 2009.

At December 31, 2007, there were approximately 66,000 employees of
Motorola and its subsidiaries.  During the nine months ended
September 27, 2008, roughly 4,800 employees, of which 2,500 were
direct employees and 2,300 were indirect employees, were separated
from the Company.  Motorola paid $234 million to the separated
employees.  Motorola reserved $112 million, which was expected to
be paid to roughly 1,600 employees.

"The actions we are taking [] in our Mobile Devices business will
allow us to further reduce our cost structure and positions us for
improved financial performance in 2009," said Sanjay Jha, co-chief
executive officer of Motorola.  "Together with these actions and
the announcements made in the fourth quarter, the Mobile Devices
business expects to recognize annual cost savings of approximately
$1.2 billion in 2009."

"Additionally, we are making good progress in developing important
new smartphones for 2009 and are pleased with the positive
response from our customers to these new devices" added Jha.

             Fourth-Quarter 2008 Preliminary Results

During the quarter, Motorola's Mobile Devices shipped
approximately 19 million units.  Sales were adversely impacted by
continued weakness in end consumer demand and customer inventory
reductions.  The Company's Enterprise Mobility Solutions and Home
and Networks Mobility businesses continued to perform very well in
a challenging environment.

"Our Broadband Mobility Solutions businesses remain strong, are
substantial franchises and are continuing to perform very well,"
said Greg Brown, president & co-chief executive officer of
Motorola.

"The Company ended the year with a total cash* position of
approximately $7.4 billion," added Messrs. Brown and Jha.  "[The]
actions will allow us to further reduce costs, improve operating
cash flow and help ensure that Motorola remains competitive and
financially strong during these challenging times."

Total Motorola sales for the fourth quarter of 2008 are expected
to be in the range of $7.0 billion to $7.2 billion.

Motorola said that, on a GAAP basis, it expects a net loss from
continuing operations in the range of $0.07 to $0.08 per share,
including estimated net charges of approximately $0.06 per share
relating to items typically highlighted in the Company's earnings
press releases.  The items include reorganization of business
charges, impairments of Motorola's investment in Clearwire and in
investments in the Company's Motorola Ventures portfolio, a
previously disclosed impairment in the Company's Sigma Fund,
offset partially by a gain from the decision to freeze the U.S.
pension plan, and income from the collection of a legal settlement
and the extinguishment of a liability.  The Company is continuing
the process to close its books for the fourth quarter and has not
completed the impairment testing of long-lived assets, including
goodwill, or finalized income taxes.  When completed, these items
could result in a larger GAAP net loss for the quarter.

Motorola's fourth-quarter results are scheduled to be announced at
approximately 7:00 a.m. Eastern Time (USA) on Tuesday, February 3.
The Company will host its quarterly conference call at 8:00 a.m.
Eastern Time (USA) on Tuesday, February 3.  The conference call
will be web-cast live with audio and slides at
http://www.motorola.com/investor

                          About Motorola

Based in Schaumburg, Illinois, Motorola Inc. (MOT) --
http://www.motorola.com/-- develops communications
infrastructure, enterprise mobility solutions, digital set-tops,
cable modems, mobile devices and Bluetooth accessories. A Fortune
100 company with global presence and impact, Motorola had sales of
$36.6 billion in 2007.

In December 2008, Standard & Poor's Ratings Services lowered its
ratings on three Motorola Inc.-related transactions to "BB+" and
removed them from CreditWatch, where they were placed with
negative implications on Jan. 28, 2008.


NANOGEN INC: Noteholders Waive Milestone Covenant Compliance
--------------------------------------------------------------
Nanogen, Inc. entered into a Consent and Agreement with certain
holders of the company's:

   i) 6.25% Senior Convertible Notes;

  ii) Amended and Restated Senior Secured Convertible Notes;

iii) 9.75% Senior Secured Convertible Notes; and

  iv) Senior Secured Convertible Bridge Notes representing at
      least 66.67% of the aggregate principal amount of each
      class of the Notes then outstanding.

Pursuant to the Consent, the holders waived compliance by the
company of a milestone covenant under the Notes that requires the
Company to complete and file a preliminary proxy statement by
Nov. 15, 2008, relating to its proposed business combination with
Financi‚re Elitech S.A.S.  To date, the company has not provided
an update on this matter.

On Aug. 15, 2008, the company's obligations to make interest and
principal payments under the Notes, including certain mandatory
monthly and quarterly redemption payments and late charges, were
deferred so long as the company satisfies certain milestones
related to the Business Combination by certain dates, including
the Proxy Milestone which is the only milestone waived pursuant to
the Consent.

Under the Notes, holders of at least 66.67% of each class of the
Notes may waive compliance with any milestone.  Holders of Notes
agreed to waive compliance of the Proxy Milestone in order to
provide the company with additional time to prepare and file the
preliminary proxy statement for the Business Combination.

A full-text copy of the CONSENT AND AGREEMENT is available for
free at: http://ResearchArchives.com/t/s?380d

                       About Nanogen Inc.

San Diego, California-based Nanogen Inc. (NASDAQ: NGEN) --
http://www.nanogen.com/-- provides advanced diagnostic products.
As of March 16, 2007, the company was developing several product
lines that directly target specific markets within the advanced
diagnostics field.  Its diagnostic technologies focus on the
identification of the nucleic acid sequences, gene variations and
gene expressions associated with both genetic conditions and
infectious diseases.  Nanogen has four categories of advanced
diagnostic technologies: molecular testing platforms molecular
reagents point-of-care tests and advanced genetic markers.  On
Feb. 6, 2006, Nanogen acquired the rapid cardiac immunoassay
point-of-care test business of Spectral Diagnostics Inc.  The
acquired products include rapid tests for levels of CKMB,
Myoglobin and Troponin, all of which are frequently used in
cardiac care.  On May 1, 2006, it completed the acquisition of the
diagnostics division of Amplimedical S.P.A.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $92.1 million total liabilities of $81.7 million and
stockholders' equity of $10.4 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $5.9 million compared with net loss of $901,000 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $36.1 million compared with net loss of $27.4 million for the
same period in the previous year.

At Sept. 30, 2008, the company has cash and cash equivalents of
approximately $1.7 million.

                       Going Concern Doubt

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Nanogen Inc.'s ability to continue as a going concern
after it audited the company's consolidated financial statements
ended Dec. 31, 2007 and 2006 (restated).  The auditing firm
pointed to the company's recurring operating losses, working
capital deficit and accumulated deficit of
$400.6 million as of Dec. 31, 2007.

The company has incurred net losses of $30.1 million in the six
months ending June 30, 2008, $33.9 million, $46.7 million, and
$104.8 million for the years ended December 31, 2007, 2006 and
2005, and have an accumulated deficit of $430.7 million as of
June 30, 2008.  Based on its operating plan, the company's
existing working capital is not sufficient to meet the cash
requirements to fund its planned operating expenses, capital
expenditures, and working capital requirements through Dec. 31,
2008 without additional sources of cash and/or the deferral,
reduction or elimination of significant planned expenditures.

These factors raise substantial doubt about our ability to
continue as a going concern.  The accompanying consolidated
financial statements have been prepared assuming that we will
continue as a going concern.  This basis of accounting
contemplates the recovery of the Company's assets and the
satisfaction of liabilities in the normal course of business.


MUELLER WATER: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Mueller Water
Products is a borrower traded in the secondary market at 71.60
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 5.10
percentage points from the previous week, the Journal relates.
Mueller Water Products pays interest at 175 points above LIBOR.
The banl loan matures on May 24, 2014.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB+ rating.

Mueller Water Products Inc. manufactures water infrastructure and
flow control products for use in water distribution networks,
water and wastewater treatment facilities, gas distribution
systems and fire protection piping systems.  The company is based
in Atlanta, Ga.


NATIONAL BEEF: Moody's Gives Stable Outlook; Affirms 'B2' Ratings
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of National
Beef Packing Company, LLC to stable from negative, based on
significant improvement in operating performance and credit
metrics in fiscal 2008.  The company's ratings, including its B2
corporate family and B2 probability of default ratings, were
affirmed.

Ratings affirmed:

  * Corporate family rating at B2
  * Probability of default rating at B2

Rating affirmed, with LGD percentage revised:

  * $160 million 10.50% senior unsecured notes due 2011 at Caa1
    (LGD5); LGD percentage to 90% from 86%

In the fiscal year ended August 30, 2008, stronger customer demand
allowed for increased selling prices.  Sales and earnings also
benefited from continued growth in export markets, especially
certain Asian markets, and the moderation in some commodity costs.
This better operating environment resulted in a significant
decline in leverage, with debt to EBITDA dropping from 6.1 times
in fiscal 2007 to 3 times in fiscal 2008.

The affirmation of National Beef's ratings incorporates Moody's
expectation that operating cash flow and profit margins will
remain appropriate for its rating category despite likely smaller
cattle supplies constraining margins over the next few years and
weaker global consumer demand in this recession.

On October 20, 2008, the United States Department of Justice,
together with attorneys general from seventeen states, filed a
civil antitrust suit to enjoin the agreement by JBS S.A. to
acquire all of the membership interests in National Beef. The suit
is currently under an indefinite stay.  Moody's ratings and
outlook are based on the existing capital and ownership structures
of National Beef.

Moody's most recent rating action on March 5, 2008 lowered
National Beef's outlook to negative from stable and affirmed all
other ratings.

National Beef Packing Company, LLC, headquartered in Kansas City,
Missouri, is a processor of fresh beef products.  The company also
provides refrigerated transportation services.  Revenues for the
fiscal year ended August 30, 2008 were approximately $5.8 billion.


NAVISTAR INT'L: Cuts Ties With Ford, Ends Legal Fight
-----------------------------------------------------
Motorauthority.com reports that Navistar International Corp. has
ended its 30-year partnership with Ford Motor Co.

According to a joint statement by the two companies, Navistar's
current contract to supply diesel engines to Ford Motor would
conclude at the end of this year.

Motorauthority.com relates that Ford Motor and Navistar also
reached a settlement that ends a legal dispute over the supply
contract for a diesel engine that has been ongoing for several
years.  The dispute, says Motorauthority.com, started when
Navistar accused Ford Motor of violating their contract by
planning to produce a 4.4L diesel engine for the F-150 on its own.

Ford Motor and Navistar said in a statement that they had reached
an agreement to "restructure their ongoing business relationship
and settle all existing litigation between the companies."  Ford
Motor, as part of the settlement, will also make an undisclosed
payment to Navistar, Motorauthority.com states.

Motorauthority.com says that Ford Motor will continue working with
Navistar on a medium duty commercial truck project as well as the
supply of engines in the South American market.

          About Navistar International Corporation

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) produces International(R) brand commercial and
military vehicles, MaxxForce(TM) brand diesel engines, IC brand
school and commercial buses, and Workhorse(R) brand chassis for
motor homes and step vans, and is a private label designer and
manufacturer of diesel engines for the pickup truck, van and SUV
markets.  Navistar is also a provider of truck and diesel engine
parts.  Another affiliate offers financing services.


NEIMAN MARCUS: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 67.88
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 4.58
percentage points from the previous week, the Journal relates.
Neiman Marcus Group Inc. pays interest at 175 points above LIBOR.
The bank loan matures on April 6, 2013.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, and
21 clearance centers.  The company also operates both print and
online retail businesses.  Revenues for the 12 months ended
November 1, 2008, exceeded $4.4 5 billion.


NORTEL NETWORKS: Bankruptcy Filing Cues S&P's Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Canada-based telecommunications
equipment provider Nortel Networks Ltd. six notches to 'D' from
'B-'.  The ratings on NNL are based on the consolidation with
parent Nortel Networks Corp.

At the same time, S&P lowered the issue ratings on all of Nortel's
variously rated senior unsecured notes to 'D'.  At Sept. 30, 2008,
Nortel had about US$4.5 billion of debt outstanding.  S&P also
lowered the issue-level ratings on NNL's C$750 million preferred
shares outstanding to 'D' from 'C'.

"The downgrade follows Nortel's announcement earlier that its
board has unanimously agreed to file for creditor protection,"
said Standard & Poor's credit analyst Madhav Hari.  Specifically,
Nortel announced that it, NNL, and certain of its other Canadian
subsidiaries will seek creditor protection under the Companies'
Creditors Arrangement Act in Canada.  "Also, certain of the
company's U.S. subsidiaries, including Nortel Networks Inc. and
Nortel Networks Capital Corp., have filed voluntary petitions in
the U.S. under Chapter 11 of the U.S. Bankruptcy Code, and S&P
expects certain of the company's Europe Middle East and African
subsidiaries to make consequential filings in Europe," Mr. Hari
added.

S&P understands that the company's affiliates in Asia (including
LG Nortel) and in the Caribbean and Latin America, as well as the
Nortel Government Solutions business, are currently not included
in these proceedings and Nortel has said that it expects these to
continue operating in the ordinary course.

It is S&P's understanding that the voluntary bankruptcy filing
relates to continued deterioration in the company's operations
from the effects of the global financial crisis and recession,
which according to Nortel management have compounded Nortel's
financial challenges and affected the company's ability to
complete its transformation.  Nortel has reported consolidated
cash balances of about US$2.4 billion at Dec. 31, 2008.


NORTHERN LIGHTS: Will Reorganize Into New Partnership
-----------------------------------------------------
James Schlett at Dailygazette.com reports that Northern Lights
will temporarily close as it reorganizes into a new corporation
backed by an undisclosed partner.

Dailygazette.com quoted Northern Lights owner J. Kip Finck as
saying, "We're merging with a concert company.  We just finalized
all the details last night, and we're forming a new corporation
with a couple of different concert companies."

According to Dailygazette.com, Mr. Finck said that he is fixing up
the club in North Country Commons and that he expects to reopen
that club in two weeks.

                      About Northern Lights

Based in Clifton Park, New York, Northern Lights, Inc., operates a
concert hall that holds 1,000 people.  The company filed for
Chapter 11 relief on Feb. 14, 2008 (Bankr. N.D. N.Y. Case
No. 08-10380).  Richard Weiskoph, Esq., at O'Connell and Aronowitz
represented the Debtor as counsel.  Northern Lights listed assets
of $77,034 and debts of $107,758, based on documents filed by
owner J. Kip Finck.

Dailygazette.com reports that Judge Robert Littlefield threw out
Northern Lights' Chapter 11 reorganization case in December 2008,
the second time in three months.  Judge Littlefield first booted
the nightclub in September 2008 after a creditor complained about
not receiving a payment, and quickly reversed his dismissal after
the creditor said it had received that money on time.  On Dec. 4,
Judge Littlefield again dismissed the Chapter 11 case as Northern
Lights failed to file operating reports for October and September,
nor paid trustee fees in a timely manner.


PALM BEACH CONFECTIONS: Files for Chapter 11 Protection
-------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that Palm
Beach Confections filed for Chapter 11 bankruptcy protection on
Wednesday.

South Florida Business relates that Palm Beach Confections listed
$946,466 in liabilities and $222,566 in assets.  According to
South Florida Business, Palm Beach Confections has more than 85
creditors, with company principal Robert Soch holding the largest
claims, at $172,328.  South Florida Business states that Jennifer
Ligouri has a $157,344 claim and Bank of America holds a $100,000
claim.  Kevin Gleason assists the company in its restructuring
effort, says South Florida Business.

Palm Beach Confections, according to South Florida Business, has
two stores remaining -- at Town Center at Boca Raton and at
Sawgrass Mills in Sunrise.  Citing a Palm Beach Confections
employee, the report states that the Boca Raton location is
excluded in the bankruptcy.

Palm Beach Confections is a specialty candy company based at 2875
S. Congress Avenue, in Delray Beach.  It had been owned and
operated by Ted Soch and Merri Commins for more than 25 years.


REGAL ENTERTAINMENT: Unit's Bank Loan Sells at 16% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Regal Cinemas -- a
subsidiary of holding company Regal Entertainment Group -- is a
borrower traded in the secondary market at 83.92 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of  11.31 percentage points
from the previous week, the Journal relates.  Regal Cinemas pays
interest at 175 points above LIBOR. The bank loan matures on
October 30, 2013.  The bank loan carries Moody's Ba2 rating and
Standard & Poor's BB- rating.

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a
geographically diverse theatre circuit in the United States,
consisting of 6,776 screens in 551 locations in 39 states and the
District of Columbia.

At Sept. 25, 2008, the company's balance sheet showed total assets
of $2.5 billion and total liabilities of $2.7 billion resulting in
a stockholders' deficit of about $223.9 million.

For quarter ended Sept. 25, 2008, the company reported net income
of $31.6 million compared with net income of $58.0 million for the
same period in the previous year.

For three quarters ended Sept. 25, 2008, the company reported net
income of $42.4 million compared with net income of $339.8 million
for the same period in the previous year.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2008,
Standard & Poor's Ratings Services placed its ratings on Regal
Entertainment Group, including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.  S&P analyzes parent
holding company Regal Entertainment Group and its subsidiary,
Regal Cinemas Corp., on a consolidated basis.


PARENT CO: Wants to Auction Off Assets on January 28
----------------------------------------------------
The Parent Company and its debtor-affiliates have submitted to the
United States Bankruptcy Court for the District of Delaware
proposed procedures for the auction and sale of substantially all
of their assets.  The Debtors expect to conduct the auction on
Jan. 28.

According to Bloomberg's Bill Rochelle, the Debtors seek
authorization from the Court to:

   -- set a Jan. 23 deadline for all bids;

   -- conduct an auction on Jan. 28 if multiple bids are received;

   -- seek approval of the sale at a hearing on Jan. 30.

The Court will consider the proposed bid procedures on Jan. 16.

According to Mr. Rochelle, KB Toys Inc., which is also undergoing
liquidation while in Chapter 11, is partially opposed to the sale
protocol because it's not sure whether Parent Co. intends to sell
the trademarks that KB licenses.

                          About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on Dec. 11.  The debts include $143 million in unsecured claims;
and $200 million in secured claims, including $95.1 million owed
to first-lien creditors where General Electric Capital Corp.
serves as agent; and $95 million owed to second-lien creditors.

As reported by the Troubled Company Reporter on Dec 22. 2008, the
Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has allowed KB Toys Inc. to start going-out-of-business
sales.  KB Toys expects the liquidation sales to be completed by
Feb. 9, 2009.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and
$35,722,280 in total debts.


REVLON CONSUMER: S&P Retains 'CCC+' Rating on Senior Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it concluded a review
of its issue-level and recovery ratings on Revlon Consumer
Products Corp.'s $840 million senior secured term loan facility
and the company's 9.5% senior unsecured notes and determined that
the issue-level ratings will remain unchanged.

The issue-level rating on Revlon's secured term loan B remains 'B'
(one notch above the corporate credit rating), and the recovery
rating remains unchanged at '2', indicating the expectation for
substantial (70%-90%) recovery in the event of a payment default.

Revlon's senior unsecured notes remain 'CCC+' (one notch lower
than the corporate credit rating), while the recovery rating
remains '5', indicating the expectation for modest (10%-30%)
recovery in the event of a payment default.

Revlon's secured revolving credit facility is not rated.

The complete recovery report on these issues will be published
immediately on RatingsDirect following this recovery update.  For
the complete rating rationale, please see Standard & Poor's
research update on Revlon, published Oct. 14, 2008 on
RatingsDirect.

                           Ratings List

                  Revlon Consumer Products Corp.

      Corp. credit rating                B-/Stable/--
      $840 million sr secured term loan  B  (Recov rtg: 2)
      9.5% senior unsecured notes        CCC+  (Recov rtg: 5)


SALLY BEAUTY: Bank Loan Sells at 19% Discount in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Sally Beauty Co.
is a borrower traded in the secondary market at 80.11 cents-on-
the-dollar during the week ended January 9, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 9.44 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.

On January 9, 2009, the Troubled Company Reporter said
participations in the syndicated loan traded at 68.40 cents-on-
the-dollar during the week ended January 2, 2009.

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.


SHANE CO: Laid Off Workers' Paychecks Bounce
--------------------------------------------
Rick Sallinger at CBS4 reports that paychecks received by Shane
Co.'s laid off employees have bounced.

According to CBS4, Shane has laid off about 80 workers -- about
13% of Shane's work force -- in December.

CBS4 quoted former Shane worker Kyle Hain as saying, "They called
me into the office along with the assistant manager, who had been
there at least five years, and said that due to the bad economy
that they had to make some difficult choices and that as of right
then, immediately, we were being let go."

Shane's accounts were frozen after it filed for bankruptcy, says
CBS4.  According to CBS4, a Shane spokesperson said that the
company didn't expect the bankruptcy court to freeze the accounts.
Shane plans to continue operations, says the report.

                          About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  The Debtor proposed Kurtzman Carson
Consultants LLC as its claims agent.  When the Debtor filed for
protection from its creditor, it listed assets and debts between
$100 million and $500 million each.


SIMMONS BEDDING: Misses $7,900,000 Interest Payment on Jan. 15
--------------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company, did
not make the scheduled interest payment of $7.9 million due on
January 15, 2009 on its $200.0 million 7.875% senior subordinated
notes.

If the interest payment is not made within the 30-day grace period
provided by the indenture governing the Notes, an event of default
would occur, which would enable the holders of the Notes to
declare the full amount of the Notes immediately due and payable.

On November 12, 2008, Simmons Bedding Company entered into a
forbearance agreement with its senior bank lenders and then, on
December 9, 2008, announced that it had reached an agreement to
extend its forbearance period to March 31, 2009.

"The forbearance period extension which we entered into in early
December is designed to provide us with sufficient time to reduce
the leverage on our balance sheet by pursuing an organized
financial restructuring," said Stephen G. Fendrich, Simmons
Bedding's President and Chief Operating Officer. "Simmons
continues to make progress working with its various financial
stakeholders to design and implement a restructuring in a manner
that maximizes value and preserves and protects its relationships
with customers and suppliers. These discussions will not affect
our industry leadership or the unparalleled service, innovation
and products for which we are known."

Simmons Company's cash on hand as of January 14, 2009 was
approximately $49.7 million, which is available to pay operating
costs and expenses.

                       About Simmons Company

Atlanta, Georgia-based Simmons Company -- http://www.simmons.com/
-- through its indirect subsidiary Simmons Bedding Company, is one
of the world's largest mattress manufacturers, manufacturing and
marketing a broad range of products including Beautyrest(R),
Beautyrest Black(R), Beautyrest Studio(TM), ComforPedic by
Simmons(TM), Natural Care(R), Beautyrest Beginnings(TM) and Deep
Sleep(R). Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties. Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.


SIX FLAGS: Bank Loan Sells at Substantial Discount
--------------------------------------------------
Participations in a syndicated loan under which Six Flags Theme
Parks, Inc. is a borrower traded in the secondary market at 64.75
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.55
percentage points from the previous week, the Journal relates.
Six Flags Theme Parks, Inc. pays interest at 250 points above
LIBOR.  The bank loan matures on May 1, 2015.  The bank loan
carries Moody's B2 rating and Standard & Poor's B rating.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada. Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series. Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

Six Flags, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $2.9 billion and total liabilities of $3.1 billion,
resulting in stockholders' deficit of roughly $200 million.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Fitch Ratings has placed these ratings for Six Flags, Inc. on
rating watch negative: (i) issuer default rating at 'CCC'; (ii)
senior unsecured notes (including the 4.5% convertible notes)
at 'CC/RR6'; and (iii) preferred stock at 'C/RR6'.


SPRING MTN: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Spring Mtn. Wynn Investments LLC
        3660 S. Valley View Blvd.
        Las Vegas, NV 89103

Bankruptcy Case No.: 09-10418

Chapter 11 Petition Date: January 13, 2009

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni Ltd.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditor:


   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Clark County Collector                           $1
500 S. Grand Central Pkw.
Las Vegas, NV 89155

The petition was signed by co-manager Andrew S. Lai.


STANDARD MOTOR: Refinancing Risk Cues Moody's Junk Corp. Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Standard Motor Products,
Inc.'s Corporate Family Rating to Caa1 from B2, its Probability of
Default rating to Caa1 from B2 and convertible subordinated
debenture due 2009 to Caa3 (LGD6, 93%) from Caa1 (LGD6, 91%).  All
the ratings are under review for possible further downgrade.  The
rating action was triggered by Standard Motor's significant near-
term refinancing risk for its outstanding debentures which will
mature in July 2009, and the company's deteriorating operating and
credit metrics.

John Zhao, Moody's analyst commented: "While Standard Motors'
business model remains viable, the substantive short-term
liquidity concerns supersede the long term fundamentals which are
more consistent with a single B credit profile."

The $90 million convertible subordinated debentures (currently
$45 million outstanding) will need to be repaid if the bond
holders opt not to convert their holdings into common shares of
Standard Motor upon maturity date of July 15, 2009.  Moody's views
the redemption of the debentures upon maturity a more likely
scenario considering the currently unattractive stock price level
to covert compared to the conversion price of approximately $32.19
per share.  Moody's notes the company has made notable progress in
addressing the upcoming maturity by having paid down half of the
original issuance amount mainly funded by proceeds from asset
sales.  In addition, it has negotiated an amendment in late
December 2008 with its senior lenders to allow junior lien to the
pledged assets for mezzanine financing.  Nonetheless, the near-
term liquidity remains constrained and the probability of default
would increase considerably should the company not be able to
secure secondary financing in a short order.  As of September 30,
2008, Standard Motor's had a modest cash balance of $11 million
and very limited access to revolver for debenture redemption
purpose per the recent amendment.  Moody's also cautions the
substantial uncertainty surrounding the secondary financing in a
difficult credit market.  The ratings could be downgraded further
if the company failed to line up meaningful secondary financing by
the end of the 1st quarter 2009.

The rating action also reflects Standard Motor's recent
underperformance which has been largely attributable to revenue
decline and margin pressure caused by persistent negative pressure
in the automotive sector.  The result was also negative impacted
by the material transition cost related to plant relocation to
Mexico.  As a result, the company's EBITDA (excluding
restructuring charges) for the last twelve months ended September
2008 declined by more than 25% from its 2007 year end level and
debt/EBITDA reached 6.7x.  Moody's expects a deepening recession
and sustained lower North American automotive sales volume would
likely continue to pressure the company's operating performance,
which could well offset the expected benefit from restructuring
and cost-saving initiatives.  As one of the largest US-based
automotive aftermarket suppliers, Standard Motor should be less
negatively affected by the economic downturn than the original
equipment market.  However, the company is not immune to the
worsening economic conditions that have resulted in lower miles
driven and lower demand for aftermarket automotive parts.

Moody's review will focus on the company's ability to secure
financing sources to satisfy the debenture maturity as well as its
plan to stabilize its operating performance.

Ratings downgraded and under review for possible further
downgrade:

  -- Corporate Family Rating downgraded to Caa1 from B2;

  -- Probability of Default Rating downgraded to Caa1 from B2;

  -- $90 million convertible subordinated debentures downgraded to
     Caa3 (LGD6, 93%) from Caa1 (LGD6, 91%)

The last rating action was on June 18, 2007 when the CFR was
upgraded to B2 from B3.

Standard Motor Products, headquartered in Long Island City, New
York, is a manufacturer and distributor of replacement parts for
the automotive aftermarket industry.  The company is organized
into two principal divisions: (i) Engine Management (ignition and
emission parts; on-board computers; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $794 million.


STAR TRIBUNE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Minneapolis Star Tribune reports that its publisher or
operator, the Star Tribune Company, has filed for Chapter 11
bankruptcy protection on Thursday.

Star Tribune states that its bankruptcy had been anticipated for
several months.  According to the Troubled Company Reporter on
Jan. 13, 2009, Star Tribune's labor talks with unit of the
Minnesota Newspaper Guild collapsed, increasing the possibility of
a Chapter 11 petition.

Star Tribune relates that the newspaper has missed payments to its
lenders.

Court documents say that Star Tribune listed $493.2 million in
assets and $661.1 million in liabilities.  Star Tribune states
that it hopes to use bankruptcy to restructure its debt and lower
its labor costs.  Star Tribune publisher Chris Harte said in a
statement, "We intend to use the Chapter 11 process to make this
great Twin Cities institution stronger, leaner and more efficient
so that it is better positioned for the future."

According to Star Tribune, the newspaper's print advertising has
dropped sharply.  The report states that Star Tribune's earnings
before interest, taxes and debt payments dropped to $26 million
last year, from $59 million in 2007 and $115 million in 2004.

Based in Minneapolis, Minnesota, The Star Tribune Company is a
leading newspaper company serving the Minneapolis-St. Paul area
and readers around the state of Minnesota.  Its Star Tribune
newspaper boasts a weekday circulation of about 320,000 and is one
of the nation's top 20 daily metropolitan newspapers.  The company
also publishes news on its Web site.  In addition to its news
operations, Star Tribune Company provides direct marketing
services and publishes niche publications.  The company was
acquired in 2007 by private equity firm Avista Capital Partners
from The McClatchy Company.

The Star Tribune -- http://www.startribune.com-- a.k.a. Star Trib
or Strib, is the largest newspaper in the U.S. state of Minnesota
and is published seven days each week in an edition for the
Minneapolis-Saint Paul metropolitan area.


STAR TRIBUNE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Star Tribune Company
        425 Portland Avenue, South
        Minneapolis, MN 55488

Bankruptcy Case No.: 09-10245

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Star Tribune Holdings Corporation                  09-10244

Type of Business:  Debtors operates the largest newspaper in the
                   U.S. state of Minnesota and published seven
                   days each week in an edition for the
                   Minneapolis-Saint Paul metropolitan area.

                   See: http://www.startribune.com

Chapter 11 Petition Date: January 15, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Marshall Scott Huebner, Esq.
                  marshall.huebner@dpw.com
                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, NY 10017
                  Tel: (212) 450-4099
                  Fax: (212) 450-3099

Financial Advisor: Blackstone Group LP

Conflict Counsel: Curtis, Mallet-Prevost, Colt & Mosle LLP

Claims Agent: Garden City Group Inc.

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Abitibi/Bowater                trade debt        $1,004,543
55 E. Camperdown Way
Greenville, SC 29602

APAC Customer Service Inc.     trade debt        $133,218
3459 Solutions Center
Chicago, IL 60677-3004

GP Pastics Corp                trade debt        $128,398
PO Box 201831
Dallas, TX 75320-1831

AGFA Corporation               trade debt        $127,659

McClatchy Intercative          trade debt        $91,160

Royale Printing Company Inc.   trade debt        $87,858

SAP America                    trade debt        $87,597

Clickability Inc.              trade debt        $83,748

Western Coloprint Inc.         trade debt        $73,042

American Color Graphics        trade debt        $68,742

Virteva                        trade debt        $66,512

Clarita Inc.                   trade debt        $61,875

Minnesota Timberwolves         trade debt        $57,932

VMix Inc.                      trade debt        $53,865

Voiceport LLC                  trade debt        $53,128

JTS Direct LLC                 trade debt        $51,047

Custom Business Systems        trade debt        $48,003

Adicio                         trade debt        $47,184

Jobview LLC                    trade debt        $45,000

CIT Technology Financing       trade debt        $41,499

Metro Distribution Service     trade debt        $40,495
Inc.

Silverpop Systems Inc.         trade debt        $39,690

Gabriels Technology Solutions  trade debt        $39,335

John Roberts Company           trade debt        $38,063

Ceres Environmental Services   trade debt        $6,325

American Student List Company  trade debt        $35,232

Dataabsed Ads Inc.             trade debt        $35,184

Ikon Office Solutions          trade debt        $32,211

Infinity Direct Inc.           trade debt        $31,948

Brooklyn Printing Inc.         trade debt        $26,827

The petition was signed Randy M. Lebedoff, senior vice president
and general counsel.


SUNGUARD DATA: Bank Loan Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which SunGuard Data
Systems Inc. is a borrower traded in the secondary market at 75.38
cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.38
percentage points from the previous week, the Journal relates.
SunGuard Data Systems Inc. pays interest at 375 points above
LIBOR.  The bank loan carries Moody's N.R rating and Standard &
Poor's BB rating.

With annual revenue of $5 billion, SunGard is a global leader in
software and processing solutions for financial services, higher
education and the public sector.  SunGard also helps information-
dependent enterprises of all types to ensure the continuity of
their business.  SunGard serves more than 25,000 customers in more
than 50 countries, including the world's 25 largest financial
services companies.

Headquartered in Wayne, Pennsylvania, SunGard employs 17,900
people in more than 400 offices in 30 countries.

SunGard is comprised of four businesses -- Availability Services,
Financial Systems, Higher Education and Public Sector -- that
provide IT services and infrastructure, and software and
processing solutions.


TELESAT HOLDINGS: Bank Loan Sells at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which Telesat is a
borrower traded in the secondary market at 73.43 cents-on-the-
dollar during the week ended January 9, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 5.32 percentage points
from the previous week, the Journal relates.  Telesat pays
interest at 300 points above LIBOR.  The bank loan matures on
June 6, 2014.  The bank loan carries Standard & Poor's BB- rating.

Headquartered in Ottawa, Canada, with offices and facilities
around the world, Telesat is the fourth largest fixed satellite
services operator.  The company provides reliable and secure
satellite-delivered communications solutions to broadcast,
telecom, corporate and government customers.  Telesat has a global
state-of-the-art fleet of 13 satellites and two additional
satellites under construction, and manages the operations of 13
additional satellites for third parties.  Telesat is privately
held.  Its principal shareholders are Canada's Public Sector
Pension Investment Board and Loral Space & Communications Inc.
(NASDAQ: LORL).


THINKENGINE NETWORKS: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------------
Boston Business Journal reports that ThinkEngine Networks Inc.
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the District of Massachusetts on Wednesday.

ThinkEngine, says Boston Business, listed Vencore Solutions LLC of
Oregon as its largest secured creditor, which has a
$1.04 million claim.

According to Boston Business, revenue dropped almost 21% in 2008
and ThinkEngine's operations continued to use up cash.  Boston
Business relates that ThinkEngine said that revenue last year was
about $5.86 million, lesser compared to $7.37 million in 2007.
The report states that ThinkEngine generated a net loss of about
$1.8 million in the first nine months of 2008, compared to a net
loss of $4.5 million in the year-ago period.  ThinkEngine's stock
was delisted from the American Stock Exchange in March 2008,
according to the report.

Boston Business states that ThinkEngine's two primary products
have been a voice services router and a network media server, wih
key clients that include:

     -- Comcast Corp.,
     -- Verizon Communications Inc., and
     -- Cox Communications.

Most of ThinkEngine's revenue has come from a few large clients,
Boston Business says.  ThinkEngine, at the end of September 2008,
reported having about $150,000 in cash and that it got a "going
concern" opinion from its outside auditor due to liquidity
problems and its history of deficits, Boston Business reports.

                    About ThinkEngine Networks

Headquartered in Marlborough, Mass., ThinkEngine Networks Inc.
(Pink Sheets: THNK) -- http://www.thinkengine.com/-- is a
provider of time division multiplexer (TDM) and Internet Protocol
(IP) capable conferencing bridges and media servers.


TISHMAN SPEYER: Moody's Affirms 'Ba2' Corporate Family Ratings
--------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of the Tishman Speyer Real Estate DC Area Portfolio;
concurrently, Moody's has withdrawn these ratings for business
reasons.

These ratings were withdrawn:

  * Tishman Speyer Real Estate DC Area Portfolio (Borrower), LP --
    senior secured debt at Ba2; corporate family rating at Ba2.

Moody's last rating actions regarding Tishman Speyer Real Estate
was on November 20, 2006, at which time Tishman Speyer Real Estate
D.C. Area Portfolio was assigned a corporate family and senior
secured rating of Ba2.

Tishman Speyer is a privately-held real estate firm headquartered
in New York City, USA, and is a leading owner, developer, operator
and fund manager of first-class real estate.  It has developed,
owned and managed more than 85 million square feet in major
metropolitan areas across the United States, Europe, Latin America
and Asia since 1978.


TRONOX INC: To Sue Kerr-McGee for Environmental Remediation Costs
-----------------------------------------------------------------
At a Jan. 13 hearing before the U.S. Bankruptcy Court for the
Southern District of New York, Tronox Inc., confirmed to Judge
Allan Gropper that it intends to sue its former parent, Kerr-McGee
Corp.

According to Mr. Rochelle, the suit will be aimed at recovering
environmental remediation costs inherited by Tronox as part of the
spinoff.  Tronox's lawyer, the report says, stated that the suit
must begin by March 31 to beat the three-year deadline for claims
of the type.

Tronox has received Court approval of several "first day" motions
in its Chapter 11 reorganization, including authorization to use
up to $100 million of its $125 million debtor-in-possession
financing facility provided by its current bank group, led by
Credit Suisse.  According to Bloomberg's Bill Rochelle, Judge
Gropper denied Tronox's request to seal its fee agreement with
Credit Suisse.  Credit Suisse will receive a 3% fee for arranging
the loan.  Tronox said that approval of the "first day" motions
will allow it to continue its business during its restructuring
under Chapter 11.

As reported by the Jan. 13 issue of the Troubled Company Reporter,
Tronox said that the decision to file for Chapter 11 was made to
address legacy liabilities.  Tronox incurred these liabilities
when it was spun off in 2006 by Kerr-McGee Corporation, which has
since been acquired by Anadarko Petroleum Corporation.  The
liabilities include environmental remediation and litigation costs
that Tronox was required to assume at the time of the spinoff.  As
part of the spinoff, Kerr- McGee required Tronox to assume debt of
$550 million.  In 2006, the interest expense associated with this
debt was roughly $49 million.  The net proceeds of the debt went
to New Kerr-McGee -- not Tronox.

Gary Barton, Senior Director at Alvarez & Marsal North America
LLC, Tronox's restructuring consultants, said in court papers that
the Legacy Liabilities are almost entirely unrelated to the
operation of Tronox's core titanium dioxide businesses.  The most
significant of the Legacy Liabilities relate to: (a)
environmental remediation and cleanup at allegedly contaminated
sites of the old Kerr-McGee businesses; (b) defense of tort suits
brought by third parties arising from alleged hazardous releases
and contamination related to the Legacy Businesses; and (c)
welfare, benefit and pension obligations for former Old Kerr-McGee
employees who once worked for the Legacy Businesses.

The original Kerr-McGee was founded in 1929 as an oil and gas
exploration company.  Old Kerr-McGee also entered the oil refining
business and expanded into various other energy-related
businesses.  Old Kerr-McGee also entered the uranium industry and
expanded into service station operations and potash mining.  Old
Kerr-McGee also became involved in various other aspects of the
nuclear industry, including exploration, mining, milling, and
conversion of uranium oxide into uranium hexafluoride, pelletizing
of these materials, and fabrication of fuel elements.

According to Mr. Barton, since the spinoff, Tronox has spent more
than $118 million to satisfy the residual Legacy Liability
obligations.  A nominal amount of that figure relates to titanium
dioxide operations.  Tronox also has spent a total of roughly $148
million on environmental remediation costs. Over time, Tronox has
been reimbursed for roughly $75 million of this amount from
various third parties.  Kerr-McGee, however, has only contributed
roughly $4 million.

As a result of the Legacy Liabilities, Tronox is required to
maintain a large environmental remediation group that is
responsible for remediation and other activities on roughly
approximately 100 sites related to the Legacy Businesses.

"Absent the Legacy Liabilities, the resources and personnel
focused on ensuring that the Legacy Liabilities are properly
managed could be used to develop other aspects of Tronox's
businesses.  Additionally, the Legacy Liabilities have effectively
eliminated any potential strategic transaction that could have
alleviated Tronox's current financial and operational problems
without the need to file for chapter 11," Mr. Barton says.

According to Mr. Barton, Tronox has concluded that it is in the
best interests of its businesses, creditors, and stakeholders to
commence the chapter 11 cases to, among other things, reduce the
company's Legacy Liability obligations by reallocating them to
their rightful obligors.

                        About Tronox

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment, an inorganic white pigment used in paint,
coatings, plastics, paper and many other everyday products. The
company's five pigment plants, which are located in the United
States, Australia, Germany and the Netherlands, supply performance
products to approximately 1,100 customers in 100 countries.  In
addition, Tronox produces electrolytic products, including sodium
chlorate, electrolytic manganese dioxide, boron trichloride,
elemental boron and lithium manganese oxide.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

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


US CENTRAL: Fitch Downgrades Individual Rating to 'D'
-----------------------------------------------------
Fitch Ratings has downgraded U.S. Central Federal Credit Union's
Issuer Default Rating to 'AA' from 'AA+' and removed the rating
from Rating Watch Negative. At the same time, Fitch also
downgraded the Individual Rating to 'D' and placed the rating on
Rating Watch Negative.  The Rating Outlook for the long-term and
short-term IDR is Stable.

Fitch downgraded USC's long-term ratings one notch and placed its
ratings on Rating Watch Negative in March 2008 due to increased
probability of security losses and uncertainty about the magnitude
of future losses.  The downgrade of USC's long-term IDR and
Individual rating reflects Fitch's expectation that USC will
continue to realize losses in its investment portfolio that are
meaningful in relation to the company's capital base and earnings
capacity.  These losses threaten to impair USC's already highly
leveraged capital base and limit the company's future capital
generation capability.  Further, USC's funding and liquidity
positions, traditional strengths of the company, have eroded due
to the illiquidity of significant portions of its investment
portfolio and meeting the liquidity demands of its membership, its
primary function for the credit union system.  The Stable Outlook
reflects the extremely high probability of external support Fitch
ascribes to the company given its importance to the credit union
industry.  Some of this support has already been demonstrated by
the credit union industry's primary regulator, the National Credit
Union Administration, as it has rolled-out a number of initiatives
to inject liquidity into the credit union system.  Given Fitch's
view of support for USC, the company carries a high support rating
of '1' and a high support floor of 'AA'.  Due to the current
credit pressures at the company, USC's long-term IDR has been
downgraded to its support floor of 'AA'.

There is no such support floor for the Individual rating, as it is
an assessment of the company on a stand-alone basis and
independent of external support.  Thus, concerns regarding further
weakening in the credit fundamentals of USC are reflected in the
'D' Individual rating (Scale: A thru F) and the Rating Watch
Negative.  Fitch would view positively further efforts to
strengthen USC's capital position.  If losses remain manageable
and do not materially affect USC's capital base while the
company's other credit fundamentals remain intact, that would also
have positive rating implications.

USC's investment book remains of very high quality with the
majority of the securities being 'AAA' rated; however, credit
quality of the portfolio has migrated lower as the troubled U.S.
mortgage market continues to weigh on the company's holdings.
While Fitch recognizes that the large unrealized loss position
overstates the true risk to USC, and the company has the intent
and ability to hold its securities until recovery, USC's
investment book does contain securities for which Fitch believes
recovery prospects are limited, specifically portions of its non-
prime residential mortgage backed securities.  Thus there is
heightened risk of USC recognizing significant 'other-than-
temporary impairment' charges.

Fitch does view favorably the company's recent conversion of $450
million in membership capital shares to a more permanent form of
capital known as Paid-In-Capital, or PIC II.  PIC II is only
redeemable at USC's discretion and is subordinate to USC's earlier
issuance of PIC.  Further, the entire corporate credit union
membership base participated in the PIC II issuance, which
highlights the strength of USC's franchise and its importance to
its membership base.  From a liquidity standpoint, while the
company's liquidity position has become more stressed, USC still
has considerable unused contingent funding available.
Additionally, the NCUA liquidity/guaranty programs noted earlier
will help relieve some of the liquidity and funding stress at USC
and within the corporate credit union system.

Fitch downgrades these ratings, with a Stable Outlook:

  -- IDR to 'AA' from 'AA+';
  -- Senior unsecured debt to 'AA' from 'AA+'.

Fitch has downgraded this rating and placed it on Rating Watch
Negative:

  -- Individual Rating to 'D' from 'A'.

In addition, these ratings are affirmed:

  -- Short-term IDR at F1+;
  -- Short-term debt at F1+;
  -- Support rating at '1';
  -- Support floor at 'AA'.


US TELEPACIFIC: S&P Junks Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Los Angeles-based competitive local exchange
carrier U.S. TelePacific Holdings Corp. to 'CCC+' from 'B-'.  The
outlook is negative.  Additionally, S&P lowered the issue-level
rating on TelePacific's senior secured first-lien term and
revolver to 'CCC' from 'CCC+'.  The recovery rating is unchanged
at '5', reflecting S&P's expectation for modest (10%-30%) recovery
in the event of payment default.  Total funded debt as of Sept.
30, 2008, was approximately $378 million.

"The downgrade reflects our heightened concern that the company
will be unable to maintain compliance under its tightening
financial covenants, most notably the total leverage covenant,"
said Standard & Poor's credit analyst Allyn Arden, "as well as
limited liquidity."  The total leverage covenant tightens to 3.25x
at the end of the December 2008 quarter and to 3x at the end of
the September 2009 quarter.

"Despite cost-saving initiatives, S&P remain concerned that
continued economic weakness and housing pressure in the California
and Nevada markets could result in higher churn," added Mr. Arden,
"which was 1.4% in the third quarter of 2008 and has remained high
relative to historical trends."  Additionally, the company has
experienced ongoing price compression following the renewal of
contracts.


VALLEJO CITY: Bankruptcy Legal Fees Reached $2MM in October 2008
----------------------------------------------------------------
The Times-Herald reported on January 5, 2009, that the City of
Vallejo spent about $2,000,000 in bankruptcy legal fees between
May and October 2008, with $1,500,000 set aside for legal fees for
the rest of the year.  The City pays not only the professional
fees for its counsel, but also for that of its creditors,
including the retired city employees, Union Bank of California and
Wells Fargo Bank, N.A.

The Times-Herald also reported that the Vallejo Police Officers
Association, the International Brotherhood of Electrical Workers,
Local 2376, and the Association of Fire Fighters, Local 1186
agreed to split bankruptcy related legal fees.

Vallejo Police Detective Mat Mustard, vice president of VPOA,
estimated a $1.3 million contribution of the police union in
connection with the legal fees as well as fees for auditors and
other professionals, the report said.

The report added that according to IBEW Vice President Ken
Shoemaker, his union has contributed at least $500,000 in
estimated legal fees, so far, based on $40-a-month dues from each
member.

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.  (Vallejo Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VALLEJO CITY: Gets More Time to Review Leases Related to COP Deal
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
granted the City of Vallejo more time to conduct a review
regarding the city's lease and leaseback financing called the
Vallejo Public Financing Authority Certificates of Participation,
which the city used to fund various public capital improvements.
Under the COP Financing, the Debtor leased certain of its non-
residential real property to the Vallejo Public Finance Authority
under a long-term lease, who in turn leased the property back,
under a long term sublease, to the Debtor.

Union Bank, N.A., formerly known as Union Bank of California,
N.A., and Wells Fargo Bank, N.A., as indenture trustee to bonds
issued by the Debtor, act as trustee in connection with the COPs
Financing.  The Authority then assigns the Lease and all rights
under the Lease to the Trustee who executes and delivers COPs
representing undivided, fractional interests in the lease payment
to the investors purchasing the COPs, which are the economic
equivalent of bonds and bear interest.  The net proceeds from the
sale of COPs are paid to the Debtor for its use in financing
various public capital improvement projects.

COPs issued in 2000 through 2003 were "credit enhanced" by a
separate direct letter of credit issued by Union Bank. As of
December 30, 2008, Union Bank is the owner of 100% of the
outstanding 2000 through 2003 COPs.

The Debtor entered into separate stipulations with Union Bank and
Wells Fargo to extend to April 6, 2009, the period within which
the Debtor must assume or reject the Leases.

At the Debtor's behest, the Court approved the stipulations and
ruled that the parties' rights and defenses with respect to the
Leases, the COPs and other
aspects of the COPs Financing are waived. Prior to entry of the
order, Union Bank and Wells Fargo each filed in Court non-
opposition papers related to the request.

Separately, the Court also approved a stipulation granting the
city more time to review a lease agreement with MPA Leasing
Corporation.

As of the Petition Date, the Debtor is a party to the $1,150,000
Lease Agreement pursuant to which the Debtor leased certain of its
non-residential real property to MPA.  MPA, in turn leased the
property back to the Debtor.  Payments under the Lease are made to
the investor who purchased an assignment of the Lease from MPA.
The net proceeds after cost of issuance from the Lease assignment
were paid to the Debtor for its use in financing various public
capital improvement projects.

Prior to expiration of the period within which the Debtor must
assume or reject the Lease on January 5, 2009, the Debtor has
reached a stipulation with MPA extending that deadline through and
including April 6, 2009.

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.  (Vallejo Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VALLEJO CITY: Considers Community Land Trusts; Hires Consultant
---------------------------------------------------------------
Through community land trusts, the City of Vallejo seeks to turn
blighted areas and foreclosed homes into stable and affordable
units, The Times-Herald said in a January 7, 2009 report.  The
report disclosed that Vallejo hired a land trust consultant who
will conduct a feasibility study on how well community land trusts
would work in the City's financially devastated areas, disclosing
a $25,000 cost for the consultant's services.

By the community land trusts, parties, usually non-profit entities
purchase pieces of property, the newspaper related.  The houses
erected on the land are then sold with strict guidelines to keep
the homes perpetually affordable and up to standards, the report
said.

Melinda Nestlerod, housing operations supervisor with the City
Housing Authority, told The Times-Herald that a presentation of
the feasibility study for a City Council study session on
January 27, 2009.

Separately, the Vallejo City Council, at its first meeting for
2009, will discuss the request by the city's Public Works
Department to increase its fund by $200,000, The Times-Herald
related.  The fund increase will be used for the disinfection by-
product control study project of Travis Air Force Base Water
Treatment Facility.  The City Council will also consider an
application for state reimbursement of at least $270,000 in city
bus operations and maintenance facility upgrades and the request
by the city's police chief to extend a computer-aided dispatch
services contract with Motorola.  The extension, which has already
been approved, is yet to be executed, the report said.

Vallejo City also will vote on a new contract for Interim Human
Resource Department Director Sandy Salerno, extending her services
through January 2010, with a one-year extension option, The Times-
Herald disclosed in a January 11, 2009 report.  The Council
reportedly will narrow Ms. Salerno's job description and remove
further spending cap.  In August 2008, the Council reportedly
extended Ms. Salerno's contract for a capped $96,000 through
August 2009, at the latest, the report said.

Ms. Salerno told Times-Herald that she would still retain some
human resources function but has no idea if the City would replace
her as HR Department's head.  City Manager Joe Tanner reportedly
did not comment on the matter.

Ms. Salerno replaced retired former Director Dennis Morris.

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.  (Vallejo Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VENETIAN MACAU: Bank Loan Sells at Near 50% Discount
----------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co. LLC is a borrower traded in the secondary market at
54.94 cents-on-the-dollar during the week ended January 9, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 6.83
percentage points from the previous week, the Journal relates.
Venetian Macau US Finance Co. LLC pays interest at 225 points
above LIBOR.  The bank loan matures on May 25, 2013.  The bank
loan carries Moody's B2 rating and Standard & Poor's B rating.

Venetian Macao is a wholly-owned subsidiary of Las Vegas Sands
Corporation.  VML owns the Sands Macao in the People's
Republic of China Special Administrative Region of Macao and is
also developing additional casino hotel resort properties in
Macao.

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


VISTEON CORP: Cuts $55 Million Pension Protection Deal with PBGC
----------------------------------------------------------------
The Pension Benefit Guaranty Corporation on January 5, 2009,
unveiled an agreement with Visteon Corp. to provide additional
protection for the pension plan covering more than 5,300 former
employees of the automotive supplier at now-shuttered facilities
in Connersville and Bedford, Indiana.  Under the accord, Visteon
will accelerate a $10.5 million cash contribution to the plan,
provide a $15 million letter of credit, and provide for a guaranty
by certain affiliates of certain contingent pension obligations of
up to $30 million.

"The PBGC continually monitors corporate actions that affect
pension plans, and seeks protections when appropriate," said PBGC
Director Charles E.F. Millard.  "[The] agreement significantly
strengthens the financial health of this plan.  We commend
Visteon's willingness to work with us to achieve an outcome that
is favorable to its employees and retirees."

The PBGC negotiated the agreement under federal pension law
provisions that permit the agency to seek protection when a plant
closing causes more than 20% of covered employees to lose their
jobs.  All active participants in the pension plan were separated
from employment when, under its restructuring plan, Visteon ceased
operations in Connersville in December, 2007, and in Bedford in
June, 2008.  Unlike pension plans that terminate and are assumed
by the PBGC, the Visteon pension plan for its Connersville and
Bedford employees remains ongoing and under the company's control.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

                      About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Visteon Corporation's balance sheet at Sept. 30, 2008, showed
total assets of US$5.9 billion and total liabilities of
US$6.4 billion, resulting in shareholders' deficit of roughly
US$530 million.

The company reported a net loss of US$188 million on total sales
of US$2.11 billion.  For third quarter 2007, Visteon reported a
net loss of US$109 million on sales of US$2.55 billion.

Visteon reported a net loss of US$335 million for the first nine
months of 2008, compared with a net loss of US$329 million for the
same period a year ago.

                          *     *     *

The Troubled Company Reporter said on Jan. 14, 2009, that Standard
& Poor's Ratings Services lowered its corporate credit rating on
Visteon Corp. to 'CCC' from 'B-' and removed all the ratings from
CreditWatch, where they had been placed on Nov. 13, 2008, with
negative implications.  The outlook is negative.  At the same
time, S&P also lowered its issue-level ratings on the company's
debt.

TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.


WADLEY REGIONAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wadley Regional Medical Center
        1000 Pine Street
        Texarkana, TX 75501

Bankruptcy Case No.: 09-50006

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Wadley Health System                               09-50007
Texarkana Regional Healthcare Network              09-50008
Four States Regional Health Center, Inc.           09-50009

Type of Business: The Debtors operate a medical center.

                  See: http://www.wadleyhealth.com/

Chapter 11 Petition Date: January 14, 2009

Court: Eastern District of Texas (Texarkana)

Debtors' Counsel: Bruce H. White, Esq.
                  whiteb@gtlaw.com
                  Greenberg Traurig LLP
                  2200 Ross Avenue, Suite 5200
                  Dallas, TX 75201
                  Tel: (214) 665-3600
                  Fax: (214) 665-3601

Financial Advisor: Grant Thornton LLP

Investment Banker: Cain Brother & Company LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Capital One Banking Group      bond issuance     $28,380,919
313 Carondelet Street
Suite 301
New Orleans, LA 70130

Memorial Hermann Health        TPA               $1,055,026
Network Provides
9301 Southwest Fwy.
Suite 5000
Houston, TX 77074
Tel: (713) 447-6480

AHEC Southwest                 medical education $578,813
300 East 6th Street
Texarkana, AR 71854
Tel: (870) 779-6017

Morris & Dickson Co. Ltd.      pharmaceutical    $521,107
PO Box 51367                   supplier
Shreveport, LA 71135-1367
Tel: (800) 710-9344

Sodexho Marriott Services Inc. services          $466,716

Johnson & Johnson Healthcare   medical supplies  $323,583
Sys. In.

Allergan USA Inc.              medical supplies  $317,580

Guidant                        medical device    $310,229
                               supplier

Boston Scientific              medical device    $235,725
Neuromodulation                supplier

Synthes (USA)                  medical implants  $234,034

Owens & Minor Inc.             medical supplies  $218,778

Milestone Therapy Service      physical therapy  $203,914
                               services

Zimmer Spine Inc.              medical device    $200,179
                               supplier

United Blood Services          blood bank supply $195,534
                               services

Nuvasive                       medical device    $172,541
                               supplier

Medtronic Incorporated         medical implants  $158,740

Boston Scientific CRM          medical service   $151,100
                               supplier

ML James Construction          construction      $142,736

Medical Capital Recovery       recovery services $139,219
Inc.

Sieman Financial Services      medical supplier  $137,345
Inc.

The petition was signed by Michael A. Lieb, president and chief
executive officer.


WELLMAN INC: 3rd Amended Plan Confirmed; Expects $35MM Exit Loan
----------------------------------------------------------------
Wellman, Inc. said the U.S. Bankruptcy Court for the Southern
District of New York entered an order on Jan. 14 confirming
Wellman's Third Amended Joint Plan of Reorganization as modified.

After Wellman's confirmation hearing on January 12, 2009, the
Honorable Stuart M. Bernstein entered the order affirming that
Wellman had met all of the necessary statutory requirements to
confirm its Plan and emerge from bankruptcy. Wellman expects to
satisfy the closing conditions stated in its Plan and emerge from
bankruptcy before the end of January 2009.

Wellman Holdings, Inc., a private company, will become the parent
of Wellman, Inc.  The Plan Sponsors -- Sola, Ltd. and BlackRock
Financial Management, Inc. -- will invest $35 million in
Reorganized Wellman in exchange for common stock and $40 million
second lien notes, which will have the right to convert into 50%
of the total outstanding common stock of Reorganized Wellman.  The
existing first lien holders will covert their pre-petition debt
into common stock and $36 million of third lien notes, which will
have the right to convert into 30% of the total outstanding common
stock of Reorganized Wellman.  The existing second lien holders
will covert their pre-petition debt into common stock and $24
million of third lien notes, which will have the right to convert
into 20% of the total outstanding common stock of Reorganized
Wellman.

Wellman, Inc. expects to have a $35 million revolving credit
facility in place at emergence with a first lien on all of the
assets. Proceeds from the Plan Sponsors and exit facility will be
used to repay amounts borrowed under its Debtor in Possession
Credit Agreement and pay certain deferred financing fees,
administrative expenses, priority claims, cure payments and
professional fees.

Wellman said the holders of its first and second lien debt will
receive the following additional consideration:

   -- The first lien holders will receive as additional
consideration the net proceeds from the sale of the Company's
facility in Darlington, South Carolina.

   -- The second lien holders will receive approximately 80% of
the net proceeds of certain of Wellman's legal claims that existed
at the confirmation date, which will be deposited into a
Litigation Trust.  The unsecured creditors will receive the
remaining amount (approximately 20%) of the proceeds received by
the Litigation Trust.

Wellman's preferred and common stockholders will not receive any
distributions under the Plan. Their equity interests will be
canceled on the effective date of the Plan.

Mark Ruday, Wellman's President and Chief Executive Officer,
stated "This has been a long and difficult process. I would like
to thank all of our customers, vendors, creditors, employees,
directors, stakeholders and advisors for working with us so we can
complete our reorganization and emerge from bankruptcy with a
strong capital structure that will allow us to maximize the
potential of our world class Pearl River PET resin facility in
Hancock County Mississippi."

Keith R. Phillips, Wellman's Chief Financial Officer, stated "Our
financial foundation is strong and will provide us with sufficient
liquidity to meet our customers' needs. We look forward to working
with our new Board of Directors to maximize the value of the
Reorganized Wellman for our investors. "

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  Debtor-
affiliates Fiber Industries Inc., Prince Inc., and Wellman of
Mississippi Inc., listed assets between $100 million and
$500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WRANGELL SEAFOODS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wrangell Seafoods, Inc.
        P.O. Box 908
        Wrangell, AK 99929

Bankruptcy Case No.: 09-00012

Chapter 11 Petition Date: January 9, 2009

Court: Alaska (Ketchikan)

Judge: Donald MacDonald IV

Debtor's Counsel: Daniel G. Bruce, Esq.
                  bankruptcy@baxterbrucelaw.com
                  Baxter Bruce & Sullivan PC
                  P.O. Box 32819
                  Juneau, AK 99803
                  Tel: (907) 789-3166
                  Fax: (907) 789-1913

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
   ------                      ---------------   ------------
Bahrt and Associates           -                 $5,481,189
c/o Douglas S. Parker, Esq.
1750 SW Harbor Way, Suite 450
Portland, OR 97201

Wyatt Refrigeration            -                 $1,680,753
c/o Mark A. Bailey, Esq.
145 Third Avenue South
Suite 200
Edmonds, WA 98020

Alaska Fisheries Marketing     -                 $764,345
Board
725 Christensen Drive, Suite 4
Anchorage, AK 99501

Badgley Mullins Law Corp.      -                 $470,660

Harris Electric Inc.           -                 $349,460

Steve Norton Enterprises       -                 $877,268

Karr Tuttle Campbell           -                 $240,986

Lynden Transport Inc.          -                 $94,219


Wrangell, City of              -                 $90,631

Brownstein, Rask, Sweeney,     -                 $73,274
et al

Liberty Northwest Workmans     -                 $49,098
Comp.

Seattle Tacoma Box Co.         -                 $43,640

Washington Liftruck Inc.       -                 $40,093

Bering Pacific Seafoods        -                 $30,277

Alaska Marine Lines            -                 $28,174

Opheim, Helen                  -                 $20,927

Northland Services Inc.        -                 $19,445

Villarma, Michael C.           -                 $17,603

Thomas, Head & Greisen APC     -                 $16,795

Utility, Inc.                  -                 $16,474

The petition was signed by Douglas W. Roberts, president of the
company.


XERIUM TECHNOLOGIES: Board Elects 3 Directors, OKs Award Program
-----------------------------------------------------------------
Xerium Technologies, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission the board of directors
elected these individuals to fill the vacancies created by the
departure of three directors effective Dec. 1, 2008: Jay
Gurandiano, David Maffucci and John G. Raos.

On Nov. 4, 2008, Donald P. Aiken, John S. Thompson and John
Saunders submitted their resignations from the board of directors
effective Nov. 30, 2008.  These directors were expected to retire
from the board in connection with a transition of the board's
composition once suitable candidates were identified to replace
them.  The company appreciated the contributions of these
directors.

Each of Messrs. Gurandiano, Maffucci and Raos has been appointed
to serve on the Audit and Compensation Committees of the board,
and Messrs. Gurandiano and Raos have been appointed to serve on
the nominating and corporate governance committee.  Mr. Gurandiano
was elected chairman of the nominating and corporate governance
committee, and Mr. Raos was elected chairman of the compensation
committee.  The board has determined that Mr. Maffucci is an
"audit committee financial expert" within the meaning of the rules
and regulations of the Securities and Exchange Commission.

The company also disclosed that the board approved the company's
Performance Award Program, and in connection with the Program, the
specific performance metrics, the participants in the Program and
their target awards.

The Program sets forth the terms of the corporate and division
awards to be made for the 2008 performance year under the Xerium
Technologies, Inc 2005 Incentive Plan.  There are five types of
awards under the Program for 2008: corporate awards, North America
division awards, South America division awards, Europe division
awards and Asia division awards.

Two measures of performance are relevant in determining the total
amount paid out under each of the awards: a cash metric and an
Adjusted EBITDA metric (as applied at the corporate or division
level, as appropriate).  These measures of performance were
established consistent with the company's strategies of debt
reduction, new product development, and emphasis on contributions
of employees.  With corporate and division awards, each of the
cash measure and the adjusted EBITDA measure is assigned a
relative weight.  A specific target award is set for each
participant in the Program equal to a percentage of his or her
current base cash compensation.  Thus, the amount of the payout to
a participant who receives a corporate award is a function of the
company's performance as against the 2008 corporate cash and
adjusted EBITDA targets and the size of the participant's target
award.  Similarly, the amount of the payout to a participant who
receives a division award is a function of that division's
performance as against the 2008 division cash and adjusted EBITDA
targets and the size of the participant's target award.

To be eligible to receive a payout under an award, a participant
must be actively employed on the last day of the fiscal year.
Awards will be paid one half in company common stock and one half
in cash or company common stock at the participant's election.
Awards for the 2008 performance year are not intended to qualify
for the performance-based compensation exception under Section
162(m) of the Code for 2008.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

At Sept. 30, 2008, the company's balance sheet showed total assets
$832.1 million, total liabilities of $821.4 million and
stockholders' equity $10.7 million.

Net income increased to $21.5 million from $7.1 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $30.9 million compared with net income of $17.7 million
for the same period in the previous year.

Net cash generated by operating activities was $11.8 million for
the 2008 third quarter, compared to $18.4 million for the 2007
third quarter, partially as a result of increased interest expense
of $2.2 million in the quarter.

Cash on hand at Sept. 30, 2008 was $18.4 million, compared to cash
on hand at June 30, 2008, of $25.4 million.  Cash on hand at
Sept. 30, 2007 was $32.5 million.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


XERIUM TECHNOLOGIES: To Close Unit, Cuts 6% of Workforce
--------------------------------------------------------
Xerium Technologies, Inc., decided to concentrate its new product
and manufacturing process investments in its existing worldwide
production network.  The move was consistent with the company's
strategy to identify and implement changes to reduce its cost
structure while improving its customer responsiveness.

This strategy will focus production in the company's most
efficient plants located closest to its customers while improving
product quality and reducing customer order lead times.  As part
of executing this strategy in the Asia/Pacific Region, the company
intends to cease production at its Huyck Wangner clothing facility
in Geelong, Australia by the end of the first quarter 2009.  The
company also plans to discontinue construction of its new Vietnam
clothing facility.  Xerium plans to retain a sales and
distribution operation in Australia to service customers
throughout Southeast Asia, Australia, and New Zealand.  The
company also plans to retain the Vietnam facility while it
evaluates its long term potential.

"Our new global supply strategy is the result of evaluating
alternative paths for the company to improve its cost structure
while simultaneously improving its customer order response times,"
Stephen Light, chairman, president, and chief executive officer,
said.  "As part of this initiative, we are developing the
capability to produce nearly all of our current and future
products at our highly efficient existing plants nearest to our
customers. Consequently we will direct future capital investment
in equipment and product technology to our existing 'Centers of
Excellence,' realign production capacity and technical
capabilities among existing facilities to minimize production
costs, and minimize time to market of both existing and new
products.  These changes are essential in this dynamic market,
where our customers are facing unprecedented challenges.  Our plan
is to continue to introduce highly competitive leading technology
products that address our customers' need to improve their
productivity and lower their costs, while we simultaneously
continue to pay down our debt.  The changes we are announcing
today are consistent with the company's strategies of debt
reduction, product innovation and the reliance on the talents and
dedication of our people."

These actions in the Asia/Pacific Region will impact approximately
15 salaried and 150 hourly employees at the Huyck Wangner, Geelong
Australia facility, and approximately 50 salaried and hourly
personnel in Ho Chi Minh City, Vietnam.  Combined reductions in
Asia Pacific manufacturing represent approximately 6% of the
company's workforce.

The company expects to record restructuring expenses of
approximately $8-10 million in the fourth quarter of 2008, of
which $5-6 million is principally for severance to be paid through
the first half of 2009 and an impairment loss of
$3-4 million based upon the company's evaluation under SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived
Assets.  The company expects to incur $1-$3 million of other
restructuring costs throughout 2009 related to these statements.
In addition, the company is evaluating the future use of equipment
located in Australia, and may transfer the equipment to other
facilities when economically justified and, if transferred, would
record expense to dismantle and move such equipment.

On Dec. 3, 2008, Xerium launched its newly created Paper Machine
Clothing Global Supply Strategy.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

At Sept. 30, 2008, the company's balance sheet showed total assets
$832.1 million, total liabilities of $821.4 million and
stockholders' equity $10.7 million.

Net income increased to $21.5 million from $7.1 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $30.9 million compared with net income of $17.7 million
for the same period in the previous year.

Net cash generated by operating activities was $11.8 million for
the 2008 third quarter, compared to $18.4 million for the 2007
third quarter, partially as a result of increased interest expense
of $2.2 million in the quarter.

Cash on hand at Sept. 30, 2008 was $18.4 million, compared to cash
on hand at June 30, 2008, of $25.4 million.  Cash on hand at
Sept. 30, 2007 was $32.5 million.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


XERIUM TECHNOLOGIES: Receives Non-Compliance Notice from NYSE
-------------------------------------------------------------
Xerium Technologies, Inc., received notification from the New York
Stock Exchange that it was not in compliance with two NYSE
standards for continued listing of the company's common stock on
the exchange.  Specifically, the company is considered below
criteria by the NYSE because (i) the average closing price of the
company's common stock was less than $1.00 per share over a
consecutive 30 trading day period, and (ii) the company's average
total market capitalization has been less than $75 million over
the same period and its most recently reported stockholders'
equity was less than $75 million.

Under NYSE rules, the company has 45 days from the date of the
notice to submit a plan to the NYSE to demonstrate its ability to
achieve compliance with the market capitalization listing
standards within 18 months of receiving the notice. The company
intends to submit such a plan.  Additionally, since the company is
below the share price criterion, it must bring its share price and
average share price above $1.00 within the longer of six months of
receipt of the notification or its next annual meeting of
stockholders if stockholder action is proposed. During this cure
period, the company's shares will continue to be listed and traded
on the NYSE, subject to the company's compliance with other NYSE
continued listing standards but will be assigned a ".BC" suffix by
the NYSE to signify that the company is not in compliance with the
NYSE continued listing standards.  If the company fails to become
compliant with the continued listing standards within the
applicable timeframe, its common stock may be delisted by the
NYSE.

The company's business operations, credit agreement and Securities
and Exchange Commission reporting requirements are unaffected by
the notice.

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

At Sept. 30, 2008, the company's balance sheet showed total assets
$832.1 million, total liabilities of $821.4 million and
stockholders' equity $10.7 million.

Net income increased to $21.5 million from $7.1 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $30.9 million compared with net income of $17.7 million
for the same period in the previous year.

Net cash generated by operating activities was $11.8 million for
the 2008 third quarter, compared to $18.4 million for the 2007
third quarter, partially as a result of increased interest expense
of $2.2 million in the quarter.

Cash on hand at Sept. 30, 2008 was $18.4 million, compared to cash
on hand at June 30, 2008, of $25.4 million.  Cash on hand at
Sept. 30, 2007 was $32.5 million.

                         *     *     *

As disclosed in the Troubled Company Reporter on June 9, 2008,
Moody's Investors Service revised Xerium Technologies, Inc.'s
outlook to positive from negative, upgraded its speculative grade
liquidity rating to SGL-3 from SGL-4, and upgraded its probability
of default rating to Caa1 from Caa2.

As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.


YELLOWSTONE CLUB: Court Allows Creditors to Pursue $272MM Debt
--------------------------------------------------------------
Matthew Brown at The Associated Press reports that the Hon. Ralph
Kirscher of the U.S. Bankruptcy Court for the District of Montana
said that a creditors' committee and the financial firm Credit
Suisse can pursue $272 million owed to the Yellowstone Club.

According to The AP, Judge Kirscher previously said that
Yellowstone Club could pursue the missing money on its own.  Judge
Kirscher revised the ruling on Tuesday, saying that it was due to
a potential conflict of interest on the part of Yellowstone Club
owner Edra Blixseth.

The AP relates that Ms. Blixseth controls BGI, the corporation
that owes the club some $272 million.  Citing Ms. Blixseth, The AP
states that BGI can't repay the money at this time.

Most of the missing money originally came from a $375 million loan
to Yellowstone Club arranged by Credit Suisse in September 2005,
The AP says.

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YOUNG BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $405MM
----------------------------------------------------------------
Young Broadcasting disclosed in a regulatory filing with the
Securities and Exchange Commission its financial results for three
and nine months ended Sept. 30, 2008.

At Sept. 30, 2008 the company's balance sheet showed total assets
of $574,600,070 and total liabilities of $980,425,190, resulting
in a stockholders' deficit of $405,825,120.

For three months ended Sept. 30, 2008, the company posted net loss
of $24,817,675 compared with net loss of $22,224,437 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $68,374,269 compared with net loss of $190,192,770 for the same
period in the previous year.

                 Liquidity and Capital Resources

The company's total debt at Sept. 30, 2008, was approximately
$824,700,000, consisting of $339,000,000 under the term loan
portion of the Senior Credit Facility, $484,300,000 of Senior
Subordinated Notes and $1,400,000 of bond premiums.  In addition,
at Sept. 30, 2008, the company had an additional $20,000,000 of
undrawn amount under the Senior Credit Facility.

A full-text copy of the 10-Q is available for free at
http://ResearchArchives.com/t/s?3800

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations
and the national television representation firm, Adam Young Inc.
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.
                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on New York City-based Young
Broadcasting Inc.  The corporate credit rating was lowered to
'CCC' from 'CCC+'.  The rating outlook is negative.  The company
had about $826 million of outstanding debt as of June 30, 2008.


* 17 Largest Chapter 11 Filers in 2008
--------------------------------------
Seventeen companies disclosing assets of more than $1 billion
filed for Chapter 11 protection in 2008.

2008 BILLIONAIRE BANKRUPTS:

COMPANY                                   PETITION DATE
-------                                   -------------
Lehman Brothers Holdings Inc.                  09/14/08
Washington Mutual, Inc.                        09/26/08
Tribune Co.                                    12/08/08
Quebecor World (U.S.A.), Inc.                  01/21/08
Pilgrim's Pride Corp.                          12/01/08
VeraSun Energy Corporation                     10/31/08
Circuit City                                   11/10/08
LandAmerica Financial Group Inc.               11/26/08
Tropicana Entertainment, LLC                   05/05/08
Tousa, Inc.                                    01/29/08
WCI Communities, Inc.                          08/04/08
Linens Holding Co.                             05/02/08
Hawaiian Telcom                                12/01/08
Frontier Airlines, Inc.                        04/10/08
Bally Total Fitness Corporation                12/03/08
The Education Resources Institute, Inc.        04/07/08
Flying J Inc.                                  12/22/08

COMPANY                                   ASSETS       DEBTS
-------                                   ------       -----
Lehman Brothers Holdings Inc.          $639.0 BB   $613.0 BB
Washington Mutual, Inc.                 $32.8 BB     $8.1 BB
Tribune Co.                              $7.6 BB    $13.8 BB
Quebecor World (U.S.A.), Inc.            $5.5 BB     $4.1 BB
Pilgrim's Pride Corp.                    $3.8 BB     $2.7 BB
VeraSun Energy Corporation               $3.4 BB     $1.9 BB
Circuit City                             $3.4 BB     $2.3 BB
LandAmerica Financial Group Inc.         $3.3 BB     $2.8 BB
Tropicana Entertainment, LLC             $2.8 BB     $2.4 BB
Tousa, Inc.                              $2.2 BB     $1.7 BB
WCI Communities, Inc.                    $2.1 BB     $1.9 BB
Linens Holding Co.                       $1.7 BB     $1.4 BB
Hawaiian Telcom                          $1.3 BB     $1.2 BB
Frontier Airlines, Inc.                  $1.1 BB     $933 MM
Bally Total Fitness Corporation          < $1 BB     < $1 BB
The Education Resources Institute, Inc.  < $1 BB  $500 MM - $1 BB
Flying J Inc.                            < $1 BB   $100 - $500 MM

Bankruptcy filings in 2008 reached close to 1.1 million.
Bankruptcy filings by companies totaled 64,318, while individual
filings were 1.03 million, according to data compiled by Automated
Access to Court Electronic Records.  Bloomberg News' Bill Rochelle
commented that it was the biggest annual total since 2005 when
Congress changed laws to make it more difficult for consumers to
erase debt in bankruptcy.  But this still does not come close to
the record 2.1 million filings in 2005.

Restructuring professionals were extremely busy 24/7.  Topping the
list of overworked but highly paid bankruptcy law firms are Weil,
Gotshal & Manges, LLP, and Kirkland & Ellis LLP, which both
garnered three billion-dollar clients each:

COMPANY                  Bankruptcy Counsel
-------                  ------------------
Lehman Brothers Holdings Weil, Gotshal & Manges, LLP
Washington Mutual        Weil Gotshal & Manges LLP
Tribune Co.              Sidley Austin LLP
Quebecor World (U.S.A.)  Arnold & Porter, L.L.P.
Pilgrim's Pride Corp.    Weil, Gotshal & Manges LLP
VeraSun Energy Corp.     Skadden, Arps, Slate, Meagher & Flom LLP
Circuit City             Skadden, Arps, Slate, Meagher & Flom LLP
LandAmerica Financial    McGuireWoods LLP/Willkie Farr & Gallagher
Tropicana Entertainment  Richards, Layton & Finger, P.A.
Tousa, Inc.              Kirkland & Ellis LLP
WCI Communities, Inc.    White & Case LLP
Linens Holding Co.       Richards, Layton & Finger, P.A.
Hawaiian Telcom          Kirkland & Ellis LLP
Frontier Airlines, Inc.  Davis Polk & Wardwell
Bally Total Fitness      Kramer Levin Naftalis & Frankel
TERI                     Goodwin Procter, LLP
Flying J Inc.            Kirkland & Ellis LLP

                     What's In Store for 2009?

Experts aren't optimistic.  They expect bankruptcy filings to
continue increasing.  Brian Baxter of The AmLaw Daily reported
that Paris-based Euler Hermes, the world's largest credit insurer,
released last month a 57-page report on business insolvencies
worldwide concluding that Europe and the U.S. are about to
experience a significant increase in business failures.  According
to Mr. Baxter, with the exception of Japan, Euler expects that
almost every country in the world will see a rise in insolvencies
far greater than previous economic downturns.  The report added
that Euler estimates an additional 62,000 U.S. companies will
become insolvent in 2009 while Euler expects the number of
insolvencies in Western Europe to rise from 169,000 this year to
197,000 next year.

So far, there have been three billion-dollar Chapter 11 filers
this year:

2009 BILLIONAIRE BANKRUPTS

COMPANY            PETITION DATE          ASSETS          DEBTS
-------            -------------          ------          -----
Lyondell              1/06/09      $27.1 billion  $27.3 billion
Nortel Networks       1/14/09      $11.6 billion  $11.7 billion
Tronox                1/12/09       $1.6 billion   $1.2 billion


* Commercial Real Estate to Continue to Weaken, Study Says
----------------------------------------------------------
A lack of liquidity remains the major obstacle to a recovery in
the commercial real estate markets at least until the end of this
year, according to real estate finance expert Stan Ross, chair of
the USC Lusk Center for Real Estate. " We will also see a
curtailed supply of new construction, more focus on cash flow, new
incentives for tenants, greater equity required of borrowers and
increased government regulation," said Mr. Ross, who estimates he
is experiencing his 10th real estate cycle.

Citing retail bankruptcies, bank closures, greater unemployment
and an oversupply of office space, Mr. Ross does not see
commercial or residential real estate markets starting to recover
-- and then only slightly -- until the fourth quarter of 2009 with
another full year before they grow again.  "Now is the time for
building owners to carefully weigh each project's risk and return,
tallying the long-term keepers versus the ones slow to recover,"
he advised.

"Some projects should be resized. Sometimes the right product type
in the right location should be frozen so it can be 'unwrapped'
when the conditions are right," Mr. Ross suggested, adding that
many office, retail and condo projects will still go back to
lenders this year because cash flows have declined and, more
importantly, debt coming due cannot be refinanced while credit is
scarce. "Borrowers can still avoid foreclosure with creative
restructuring, giving the lender an equity position in return for
a lower interest rate or getting a temporary moratorium on
principal payments," he explained, pointing out that borrowers
should demonstrate a willingness to take action by selling assets
to raise cash or getting new equity investors.

For well-financed developers in no rush to break ground, the
current slow market bodes well. "Lumber, steel, concrete and labor
fall to the bottom of the cost cycle whenever development and
manufacturing are stalled. By locking in material and delivery
dates, and taking advantage of historically low interest rates,
owners will ride out this market until conditions are right to
build," said Richard Green, Ph.D., director of the USC Lusk
Center.

Mr. Green and Mr. Ross pointed to another advantage in a slow
market - the opportunity for well-capitalized opportunity funds to
buy distressed assets or debt at a deep discount. "More Warren
Buffett-type investors will emerge this time around," said Mr.
Ross. Some of the biggest names in real estate finance emerged
during the downturn in the late 1980s including Colony Capital,
Carlyle Group, Whitehall Real Estate Interests and Apollo Real
Estate Advisors. "These funds grew to manage billions of dollars
for pension funds and global institutions while creating an
abundance of value. While some are having problems with their
assets now, others are positioning themselves for another good
ride," Mr. Green added.


* Current U.S. Retail Model Unsustainable, Says Grant Thornton
--------------------------------------------------------------
Retail sales have been dismal, but the real damage to
profitability and viability was unprecedented deep discounting,
according to Grant Thornton Corporate Advisory and Restructuring
Services.  Department stores performed the worst, with the
steepest decline in same-store sales, while luxury-apparel stores
saw declining sales as consumers traded down and reduced
discretionary spending.

"Same-store sales only tell part of the story," said Marti Kopacz,
national managing principal at Grant Thornton Corporate Advisory
and Restructuring Services.  "The real eye-opener will be when
gross margins are announced in a couple of weeks. During the
holiday sales frenzy, retailers were selling items at 60 to 70%
off to generate cash and move inventory.  Items were sold below
cost, which will hurt the bottom line."

This year will bring even greater distress for the retail
industry, with many national retailers expected to close stores by
double-digit%ages, according to Grant Thornton analysis.

"The current retail model will need to be evaluated from both a
financial and operational perspective; retailers will need to
remove underperforming stores and shrink to a more profitable
core," said Jim Peko, principal at Grant Thornton Corporate
Advisory and Restructuring Services.  "Cost reduction, store
rationalization and inventory management are the keys to
operational restructuring.  It is critical that merchandising
plans be realigned to match expected consumer demand or retailers
will not survive the downturn."

Retailers enter 2009 with many challenges. With a continuing lack
of consumer confidence and frugality becoming more hip, retailers
in the casual apparel and department store categories will
experience high leverage and declining sales, according to Mr.
Kopacz. Even general merchandise stores will take a hit on
profitability.

"There will be an uptick in retailers filing for bankruptcy in the
first quarter," said Mr. Kopacz.  "Christmas can make or break
this industry, and as we see same-store sales down and margins
revealed, companies will be forced to review their operations and
restructure their balance sheets.  I believe we'll see some tried-
and-true retailers re-enter the market this year with less stores
and a more concentrated product focus."

Grant Thornton's Corporate Advisory and Restructuring Services
launched its U.S. practice in mid 2006 and has grown to include
more than 100 professionals in ten offices, serving more than
three dozen clients.  The CARS team works with underperforming and
transitional companies and their stakeholders.  They quickly
evaluate the financial and operational issues adversely affecting
performance, assess the strategic alternatives and develop and
execute comprehensive plans to address the challenges.  Grant
Thornton's advisory team delivers in-depth evaluations and
balanced insight through a comprehensive, holistic approach.

                     About Grant Thornton LLP

Grant Thornton LLP -- http://www.GrantThornton.com/-- is the U.S.
member firm of Grant Thornton International Ltd, one of the six
global accounting, tax and business advisory organizations.
Through member firms in more than 80 countries, including 50
offices in the United States, the partners and employees of Grant
Thornton member firms provide personalized attention and the
highest quality service to public and private clients around the
globe.


* Foreclosure Activity Rises 81% in 2008, RealtyTrac Reports
------------------------------------------------------------
RealtyTrac(R) -- http://www.realtytrac.com/-- released its 2008
U.S. Foreclosure Market Report(TM), which shows a total of
3,157,806 foreclosure filings -- default notices, auction sale
notices and bank repossessions -- were reported on 2,330,483 U.S.
properties during the year, an 81% increase in total properties
from 2007 and a 225% increase in total properties from 2006.  The
report also shows that 1.84% of all U.S. housing units (one in 54)
received at least one foreclosure filing during the year, up from
1.03% in 2007.

Foreclosure filings were reported on 303,410 U.S. properties in
December, up 17% from the previous month and up nearly 41% from
December 2007.  Despite the spike in December, foreclosure
activity for the fourth quarter was down nearly 4% from the
previous quarter but still up nearly 40% from the fourth quarter
of 2007.

RealtyTrac publishes the largest and most comprehensive national
database of foreclosure and bank-owned properties, with over
1.5 million properties from over 2,200 counties across the
country, and is the foreclosure data provider to MSN Real Estate,
Yahoo! Real Estate and The Wall Street Journal's Real Estate
Journal.

"State legislation that slowed down the onset of new foreclosure
activity clearly had an effect on fourth quarter numbers overall,
but that effect appears to have worn off by December," said James
J. Saccacio, chief executive officer of RealtyTrac.  "The big jump
in December foreclosure activity was somewhat surprising given the
moratoria enacted by both Freddie Mac and Fannie Mae, along with
programs from some of the major lenders and loan servicers aimed
at delaying foreclosure actions against distressed homeowners.

"Clearly the foreclosure prevention programs implemented to-date
have not had any real success in slowing down this foreclosure
tsunami.  And the recent California law, much like its
predecessors in Massachusetts and Maryland, appears to have done
little more than delay the inevitable foreclosure proceedings for
thousands of homeowners."

The California law (SB1137), which required lenders to provide
written notice of their intent to initiate foreclosure proceedings
30 days prior to issuing a notice of default (NOD), resulted in a
reduction of NODs from 44,278 in August to 21,665 in September.
Notice of Default filings then surged by 122%, to over 42,000, in
December.  Similar patterns have occurred in other states, such as
Massachusetts and Maryland, where similar types of foreclosure
prevention legislation has been enacted.

                  Nevada, Florida, Arizona post
               top state foreclosure rates in 2008

More than 7% of Nevada housing units (one in 14) received at least
one foreclosure notice in 2008, giving it the nation's highest
state foreclosure rate for the year.  A total of 77,693 Nevada
properties received a foreclosure filing during the year, an
increase of nearly 126% from 2007 and an increase of nearly 530%
from 2006.

Florida registered the nation's second highest state foreclosure
rate in 2008, with 4.52% of its housing units (one in 22)
receiving at least one foreclosure filing during the year, and
Arizona registered the nation's third highest state foreclosure
rate, with 4.49% of its housing units (one in 22) receiving at
least one foreclosure filing during the year.

Other states with Top 10 foreclosure rates for 2008 were
California, Colorado, Michigan, Ohio, Georgia, Illinois and New
Jersey.

                California, Florida, Arizona post
                 highest 2008 foreclosure totals

A total of 523,624 California properties received a foreclosure
filing in 2008, the nation's highest state total.  Foreclosure
activity in the state increased nearly 110% from 2007 and nearly
498% from 2006.

With 385,309 properties receiving a foreclosure filing in 2008,
Florida documented the second highest state total. Florida
foreclosure activity increased 133% from 2007 and nearly 412% from
2006.

Arizona's 2008 total of 116,911 properties receiving a foreclosure
filing was third highest among the states. Foreclosure activity in
Arizona increased 203% from 2007 and 655% from 2006.

Other states with Top 10 totals for 2008 were Ohio, Michigan,
Illinois, Texas, Georgia, Nevada and New Jersey.

                 Sunbelt cities plus Detroit land
              on top 10 metro foreclosure rates list

With 9.46% of its housing units (one in 11) receiving a
foreclosure filing during the year, Stockton, Calif., registered
the highest foreclosure rate among the nation's 100 largest
metropolitan areas in 2008.  Other California cities in the top 10
were Riverside-San Bernardino at No. 3 (8.02%, or one in 12
housing units); Bakersfield and No. 4 (6.17%, or one in 16 housing
units); and Sacramento at No. 9 (5.20%, or one in 19 housing
units).

Las Vegas documented the second highest metro foreclosure rate in
2008, with 8.89% of its housing units (one in 11) receiving a
foreclosure filing during the year.

More than 6% of Phoenix housing units (one in 17) received a
foreclosure filing during the year, giving the city the fifth
highest metro foreclosure rate in 2008.

The foreclosure rate in Fort Lauderdale, Fla., ranked No. 6, with
5.95% of the metro area's housing units (one in 17) receiving a
foreclosure filing in 2008.  Other Florida cities in the top 10
were Orlando at No. 7 (5.48%, or one in 18 housing units) and
Miami at No. 8 (5.21%, or one in 19 housing units).  With 4.52% of
its housing units (one in 22) receiving a foreclosure filing
during the year, Detroit registered the tenth highest metro
foreclosure rate in 2008.

                        Report methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing reported during the year at the state and national level.
Data is also available at the individual county level.  Data is
collected from more than 2,200 counties nationwide, and those
counties account for more than 90% of the U.S. population.
RealtyTrac's report incorporates documents filed in all three
phases of foreclosure: Default -- Notice of Default (NOD) and Lis
Pendens (LIS); Auction -- Notice of Trustee Sale and Notice of
Foreclosure Sale (NTS and NFS); and Real Estate Owned, or REO
properties (that have been foreclosed on and repurchased by a
bank).  If more than one foreclosure document is filed against a
property during the year, only the most recent filing is counted
in the report.  The report also checks if the same type of
document was filed against a property in a previous month or
quarter.  If so, and if that previous filing occurred within the
estimated foreclosure timeframe for the state the property is in,
the report does not count the property in the current month.

                      About RealtyTrac Inc.

Ranked as the third largest real estate site by MediaMetrix and
No. 53 on Inc. magazine's 2006 Inc. 500 list of the nation's
fastest-growing private companies, RealtyTrac Inc. --
http://www.realtytrac.com/-- is the leading online marketplace
for foreclosure properties, providing all the resources that home
seekers, investors and real estate agents need to locate, evaluate
and buy properties below market value.

Founded in 1996, RealtyTrac publishes the largest and most
comprehensive national database of pre-foreclosure, foreclosure,
For Sale By Owner, resale and new homes, with more than 1 million
properties across the country, property reports, productivity
tools and extensive professional resources.  RealtyTrac hosts
nearly 3 million unique visitors monthly and has been chosen to
supply foreclosure data to MSN Real Estate, Yahoo! Real Estate and
The Wall Street Journal's Real Estate Journal.


* INCAT Recommends Engineering Services Outsourcing for Detroit 3
-----------------------------------------------------------------
Now two years into its second century, the North American
International Auto Show in Detroit has never seen the U.S.
industry in such difficulties.  The "Big Three" have become the
"Detroit Three," and America's automotive industry is facing what
was previously unthinkable -- bankruptcy, mergers and the threat
of catastrophic job losses.  INCAT in a news statement said the
recent U.S. government bailout of Chrysler and GM will help, but
industry insiders know that a radical reconstruction of the sector
is essential.

"However, for those who are able to keep their heads when those
about them are losing theirs, there are some bright lights amid
the gloom.  The U.S. automotive industry, including its extended
supply chain, must and will survive.  The question is, in what
form? I believe the future likely belongs to smaller or more
nimble players who are alert to the potential of a borderless
world of talent," according to INCAT.

"Globalization over the past five years has seen more and more
automakers gaining confidence in a global delivery model.  Under
the current economic difficulties, the competitive position of
automotive OEMs in the U.S. is dependent, in part, on a global
business model and the associated value chain.  What does this
mean? Simply put, it means reaching beyond the more commonplace
outsourcing of IT services and business support functions.  It
calls for what can be a difficult decision -- to entrust core
engineering services, and even the complete end-to-end design and
development of a vehicle, to firms with the experience, expertise
and sheer innovative talent to help create better products, faster
and at lower cost.

"There is no question that the process of shifting more complex
and more vital activities to an outsourcing model entails some
risk.  There is no one single Global Delivery model.  Different
industries, different businesses and different technologies
require different outsourcing decisions, different management
logistics and different approaches to the mitigation of risk.
Every OEM will seek its own unique solution, protecting
intellectual property and brand capital while looking for a
competitive edge through the benefits of Engineering Services
Outsourcing (ESO).

INCAT outlined these benefits:

   Cost        -- Highly qualified talent remains abundantly
                  available everywhere.  A balanced approach to
                  engineering that includes ESO and the right mix
                  of offshoring can deliver the necessary results
                  for automotive OEMs at substantially lower
                  cost, while growing that work force in every
                  region.

   New markets -- At a time when the domestic automotive market
                  has slowed, overseas markets are all the more
                  attractive.  Locating an offshore development
                  center in a potentially high-growth market
                  makes sense, allowing manufacturers to gain
                  insights into local preferences and
                  regulations.

   Speed       -- Round-the-clock engineering capabilities
                  provide a competitive edge, if a sufficiently
                  robust process framework is put in place to
                  fully exploit those capabilities.

   Flexibility -- Outsourced operations can benefit manufacturers
                  facing unpredictable and varying demands for
                  engineering capacity.  Reliable offshore
                  service providers can fill a sudden and
                  escalating need for engineers and scale down at
                  the end of the project, with no adverse impact
                  on the organization's core staffing level.

   Quality     -- At successful ESO specialist companies, bright
                  and highly motivated engineering professionals
                  have gained experience and deep domain
                  knowledge through their global deployments.
                  These individuals understand the need to
                  implement rigorous quality assurance and
                  project management protocols with every
                  project.  As a result, quality standards are
                  not simply met by ESO providers, but in many
                  cases established and maintained by those
                  organizations.

America's automotive industry must find the opportunities within
the current situation, to put itself back on a competitive footing
and once again produce aspirational models that provide the
desired performance and economy, and attractive pricing.  The
industry also must resist the new spirit of protectionism that is
currently prevalent.  It is a concept that will work counter to
the industry's turnaround in the global marketplace. For the U.S.
automotive OEMs with the vision to embrace it, ESO can be a key
part of Detroit's return to health.

Warren Harris is CEO of INCAT, a Tata Technologies company and a
global leader in Engineering Services Outsourcing (ESO) and
Product Development IT services.  In mid-2008, his company
published "Global Delivery - An Essential Guide to Engineering
Services Outsourcing."  The 50-page guide provides a definitive
summary of the business of Global Delivery and how to approach it,
as well as what -- and where -- to deploy.  It is available in
both print and electronic versions.

"INCAT is currently defining the global ESO landscape," said Mr.
Harris.  "With this booklet, we are providing insights that will
foster a wider understanding of the value of Global Delivery, and
will make clear to organizations setting out in this direction
that, as the industry leader, INCAT is their best partner on that
journey."

To download an electronic copy of INCAT's "Global Delivery - An
Essential Guide to Engineering Services Outsourcing," go to
http://www.incat.com/

                           About INCAT

INCAT, founded in 1989, is a Tata Technologies company.  The
company is a global leader in Enterprise IT Services and
Engineering Services Outsourcing (ESO) to the global manufacturing
industry.  INCAT, through its pragmatic approach to engineering
and manufacturing processes and its unique-in-the- industry Global
Delivery Model, delivers best-in-class solutions for Product
Lifecycle Management (PLM), Enterprise Resource Management (ERM)
and Application Development and Maintenance (ADM) to the world's
leading automotive, aerospace and durable goods manufacturers and
their suppliers.

INCAT is headquartered in the United States (Novi, Michigan),
India (Pune) and the UK (Luton).  Tata Technologies is
headquartered in Singapore.  INCAT has a combined global work
force of more than 4,000 employees serving clients worldwide from
facilities in North America, Europe and the Asia-Pacific region.


* Majority of Senate Favors Release of 2nd Tranche of TARP Funds
----------------------------------------------------------------
Corey Boles at The Wall Street Journal reports that the majority
of the U.S. Senate voted to release the second tranche of
$350 billion in Troubled Asset Relief Program funds to the
Treasury.

The Treasury has already spent the first $350 million of the TARP
funds, which included $13.4 billion committed to General Motors
Corp. and $4 billion loan to Chrysler LLC.

The Senate voted 52-42 to defeat a "resolution of disapproval"
designed to block release of the funds.  The funds, says the
report, can be released in two weeks.  Republican senators had
tried to block the release of the funds, the report states.

WSJ relates that the Treasury has spent all the money available to
it under the first tranche of TARP.

President Barack Obama held meetings with Democratic senators and
phoned several wavering Democrats to convince them to vote for the
release of the funds, WSJ relates.  Senators of the Democratic and
Republican parties have said that if more taxpayer money was
released, they wanted to see a firm commitment to greater
transparency and accountability by the Obama administration, says
the report.

WSJ states that Lawrence Summers, who will lead Mr. Obama's White
House Budget Office, wrote a letter to the Congress on Thursday,
saying that Mr. Obama would personally sign off on any
"substantial new investments" under the program.  Citing Mr.
Summers, WSJ reports that $50 billion to $100 billion of the money
would be used in fighting the increasing mortgage foreclosures.
Mr. Summers said that the Obama administration would focus TARP on
stabilizing the financial and housing markets, not on rescuing
other sectors of the economy, according to the report.


* Osler Taps Anderson and Nicholson for Restructuring Practice
--------------------------------------------------------------
Osler, Hoskin Harcourt LLP said that Robert Anderson and Christa
Nicholson have joined the firm as litigation partners in the
Restructuring and Insolvency Practice, based in its Calgary
office.

Robert Anderson has more than 27 years of experience in domestic,
cross-border and international corporate restructurings, workouts,
bankruptcies, insolvencies, credit and loan recoveries,
foreclosures and complex commercial litigation.  He has
represented and advised secured and unsecured creditors,
lienholders, landlords, tenants, equipment lessors, debtors,
receivers, trustees, liquidators, monitors and purchasers.  Robert
also has extensive experience in large real estate, corporate,
commercial, energy, employment, tort and products liability
litigation.

Christa Nicholson's insolvency and restructuring expertise
includes significant experience advising clients in insolvencies,
bankruptcies, restructurings, loan recoveries, and security
enforcement, as well as in commercial foreclosures.  Over her
17-year career, Christa has acted on large insolvency retainers
representing debtors, secured and unsecured creditors from various
industries, purchasers, landlords and tenants, as well as
trustees, monitors and receivers.  Christa also practises general
commercial litigation including alternative dispute resolution
(such as Canadian and international arbitration) and acts on
energy, product liability, and other complex business disputes.

Osler, Hoskin & Harcourt LLP provides business-critical legal
advice to clients through over 480 lawyers based in offices in
Calgary, Toronto, Montreal, Ottawa and New York.


* James Sullivan Leaves McDermott to Join Arent Fox in New York
---------------------------------------------------------------
James M. Sullivan, 38, has joined Arent Fox LLP's bankruptcy and
financial restructuring group as a partner in its New York office.
Mr. Sullivan has extensive experience representing corporate
debtors, banks, secured and unsecured creditors, trustees, and
distressed investors in large chapter 11 cases, as well as in
connection with a wide array of complex commercial disputes.  He
has represented numerous buyers of assets in distressed and
bankruptcy M&A transactions.  Mr. Sullivan also has extensive
litigation, trial, and mediation experience.

"James Sullivan is a remarkably skilled and well-respected
corporate restructuring and bankruptcy attorney.  We are delighted
he has joined our firm," said Michael Blass, the partner-in-charge
of Arent Fox's New York office.  "James is an extraordinary
addition to the firm's national practice in New York, especially
during a time when national economic conditions require that law
firms have the ability to provide the finest bankruptcy and
financial restructuring services available."

Andrew I. Silfen, chair of Arent Fox's bankruptcy and financial
restructuring group said, "James' broad experience in the
bankruptcy field spans numerous business sectors, immediately
enhancing our already significant ability to deliver top-notch
bankruptcy and restructuring services to our clients."

Arent Fox was recently ranked the No. 1 law firm for unsecured
creditors in the latest edition of The Deal's Bankruptcy Insider.

Mr. Sullivan is admitted to practice in New York, New Jersey, the
District of Columbia, the United States Supreme Court, and
numerous federal circuit courts and district courts throughout the
country.  Mr. Sullivan is a registered mediator with the US
Bankruptcy Court for the Southern and Eastern Districts of New
York.  He earned his JD degree at Georgetown University Law Center
after graduating magna cum laude from Boston College with his BA.


* BOOK REVIEW: Bankr. Investing: How to Profit from Distressed Cos
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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 ***