TCR_Public/090122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 22, 2009, Vol. 13, No. 21

                            Headlines


ABITIBIBOWATER INC: Moody's Junks Abitibi's and Bowater's CFRs
ADANAC MOLYBDENUM: Completes Initial Phase of Restructuring
AKESIS PHARMACEUTICALS: To File for Chapter 7 Bankruptcy
ALLISON TRANSMISSIONS: Moody's Junks Sr. Unsecured Notes Rating
AMERICAN INT'L: Continues to Lose Key Executives & Underwriters

AMERICAN MEDIA: S&P Cuts Senior Subordinated Debt to 'D'
ARG ENTERPRISES: Can Access $12MM Pecus DIP Facility on Interim
ARTHUR NADEL: Faces SEC Lawsuit for Misleading Investors
ASPECT SOFTWARE: Moody's Downgrades Corp. Family Rating to 'B3'
BALDOR ELECTRIC: Moody's Affirms 'B1' Corp. Family Rating

BANCWEST CORP: Moody's Changes Outlook to Negative
BANK OF AMERICA: Directors & CEO Buy More Than 513,000 Shares
BANK OF AMERICA: Sues Christian Bernard for Not Paying $1MM Debt
CENT INCOME: Fitch Junks & Withdraws Rating on $100MM Income Notes
CENTRAL SUN: Inks Common Share Buyout Agreement with Linear Gold

CENTRAL SUN: Lender Extends Term of $8-Mil. Loan to March 9
CFM US: Gets Jan. 31 Extension to File Liquidating Plan
CHESAPEAKE CORP: Court Approves Auction for Assets
CHRISTIAN BERNARD: BofA Sues Co. for Not Paying $1 Million Debt
CHRYSLER LLC: Fiat Deal to Proceed If Co. Gets $3BB Gov't Loans

CHRYSLER LLC: Moody's Says Fiat Alliance Won't Affect Junk Rating
CHRYSLER LLC: S&P Says 'CC' Ratings Not Affected By Fiat Alliance
CITIGROUP INC: Names Richard Parsons as Chairman of Board
CLEAR CHANNEL: CEO & CFO Agree to New Compensation Pacts
CONSECO INC: To Restrict Trading of Shares to Keep Value of NOLs

CONSTAR INT'L: Gets Final Approval to Use $75MM Citicorp Facility
COOPER-STANDARD: Lenders OK Prepayment of Term Loan at Discount
COOPER-STANDARD: S&P Affirms 'CC' Corporate Credit Rating
CPI PLASTICS: Files for Bankruptcy Protection in U.S. and Canada
DAIMLERCHRYSLER FINANCIAL: S&P Says Fiat Deal Won't Impact Rating

DAUFUSKIE ISLAND: Files for Bankruptcy in South Carolina
DAUFUSKIE ISLAND: Case Summary & 20 Largest Unsecured Creditors
DENNY'S CORP: Board Approves Amendments to Company's By-Laws
DENNY'S CORP: Files Certificate of Elimination for Pref. Stock
DENNY'S CORP: Reports Sales for Quarter & Year Ended Dec. 31

DILLARD'S INC: Moody's Cuts Corporate Family Rating to B2
DRUMMOND CO: S&P Revises Bank Loan Recovery Rating to '4'
ECLIPSE AVIATION: Court Okays Sale to EclipseJet Aviation
EL POLLO: Moody's Downgrades Corp. Family Rating to Caa1
ENCAP GOLF: Plan to Emerge From Bankruptcy Faces New Opposition

ETHOS ENVIRONMENTAL: Inks Settlement Deal with MKM Opportunity
ETHOS ENVIRONMENTAL: Restates Financial Statements for 2007 & 2006
EUROFRESH INC: Misses Jan. 15 Payment on 2013 Senior Notes
EUROFRESH INC: S&P Cuts Rating to 'D' After Missed Payment
FITNESS HOLDINGS: May Use Cash Collateral Until Feb. 8, 2009

FITNESS HOLDINGS: Gets Permission to Close 30 Additional Stores
FITNESS HOLDINGS: Files Schedules of Assets and Liabilities
FLYING J: Crystal Call Maggelet Replaces J. Phillip Adams as CEO
FREESTAR TECHNOLOGY: Changes Name to Rahaxi, Amends Stock Plan
GENERAL MOTORS: Pacific Investment Leaves Investor Committee

GENERAL MOTORS: Reports More Than 8.35MM in Vehicle Sales in 2008
GOODYEAR TIRE: S&P Keeps BB- Rating on 2 Classes of Certificates
GOTTSCHALKS INC: Must Find Buyer by March to Avoid Liquidation
GREENER CLEANERS: Will Close Three Stores This Month
HEARTLAND AUTOMOTIVE: Court Confirms Chapter 11 Plan

HERITAGE RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors
IL LUGANO: Court Extends Plan Filing Period Extended to March 31
IL LUGANO: Wants to Sell Condo Unit at Reduced Price of $580,000
IMPLANT SCIENCES: Appoints Glenn D. Bolduc as President and CEO
INEOS GROUP: Says Borrowing Levels Comply With Debt Covenants

JIM PALMER: To Revise Disclosure Statement to Address Objections
JIM PALMER: Court Gives Co. More Time to Answer Debtor Complaints
KAUPTHING BANK: FME Probes Al-Thani's ISK25 Bln Stake Purchase
KAUPTHING BANK: Granted ISK84 Bln Loans Prior to Collapse
LEE ENTERPRISES: Reports Initial Results for Qtr. ended Dec. 28

LEHMAN BROTHERS: Arrow Has $1.6 Impairment Charge on Bond
LEHMAN BROTHERS: Moody's Downgrades and Withdraws Ratings on DPCs
METRO ONE: Failure to Raise Capital May Cue Bankruptcy Filing
MODTECH HOLDINGS: Files Schedules of Assets and Liabilities
MUZAK HOLDINGS: Gets Feb. 10 Extension for Payment of $105MM Loan

NEW YORK TIMES: S&P Says 'BB-' Rating Unaffected By Investment
NORTEL NETWORKS: Bankruptcy Causes Sanmina to Record $10MM Charge
NORTHEAST BIOFUELS: Cash Collateral Final Hearing Set Today
ON ASSIGNMENT: S&P Withdraws "B+" Corporate Credit Rating
ON TOP COMMUNICATIONS: Court Dismisses Debtor's Chapter 11 Case

OVERSEAS SHIPHOLDING: S&P Affirms 'BB' Ratings; Outlook Negative
OXBOW CARBON: S&P Keeps 'B+' Corp. Credit Rating, Off CreditWatch
PARAMOUNT BANK: Weiss Ratings Assigns "Very Weak" E- Rating
PARENT CO: Court Authorizes February 4 Auction for EToys
PILGRIM'S PRIDE: To Sell Part of Stake in Archer-Daniels

POLYTECHNIC INSTITUTE: S&P Keeps 'BB+' Rating 2007 NYC IDA Bonds
QUEBECOR WORLD: Creditors Sue RBC, Societe to Recover Conveyances
SCH CORP: Case Summary & 20 Largest Unsecured Creditors
SJ LAND: May Hire Winthrop Couchot as General Insolvency Counsel
SSCE FUNDING: Moody's Cuts Trade Receivables-Backed Notes

SMURFIT-STONE: Moody's Cuts Trade Receivables-Backed Notes
STANDARD MOTOR: S&P Cuts Rating to 'CCC+' on Liquidity Risk
STAR TRIBUNE: Can Use Credit Suisse's Cash Collateral on Interim
STAR TRIBUNE: Court Approves Garden City as Claims Agent
STAR TRIBUNE: Court Okays Release of Funds to Back Buyout Checks

STATE STREET: S&P Cuts Rating to 'A+/A-1'; Outlook Negative
SUNWEST MANAGEMENT: Jon Harder Resigns as CEO
TARRAGON CORP: Subject to Delisting by Nasdaq
TD AMERITRADE: Moody's Upgrades Rating to Baa3 From Ba1
TERRA INDUSTRIES: S&P Puts 'BB' Credit Rating on Watch Developing

TODIMUSICFEST: Files for Bankruptcy Protection
TRANSDIGM GROUP: Fitch Affirms Issuer Default Rating at 'B'
TRUMP ENTERTAINMENT: May File for Bankruptcy Protection
TRUMP ENTERTAINMENT: Lenders Extend Payment Deadline to Feb. 4
UNITED RENTALS: S&P Says Q4 Charge Does Not Affect "BB-" Ratings

VON WEISE: Files for Chapter 7 Liquidation in Delaware
WILLIAMS-SONOMA: Unveils 2009 Reduction Plan; Slashes 18% of Jobs
YOUNG BROADCASTING: S&P Cuts Rating to 'D' After Missed Payment

* Fitch Says CMBS Delinquencies Climb on Larger Loan Defaults
* Moody's Says Commercial Real Estate Prices Drop 3.4% in November

* Hedge Funds Invest Cautiously in Distressed Debt
* Lawmakers May Review Business Provisions of Bankruptcy Code
* Two Men Convicted in Filing Fraudulent Bankruptcy Petitions

* Chadbourne & Parke Appoints Counsel in Kyiv and Los Angeles

* Chapter 11 Cases with Assets and Liabilities Below $1,000,000


                            *********

ABITIBIBOWATER INC: Moody's Junks Abitibi's and Bowater's CFRs
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family ratings
of AbitibiBowater Inc.'s subsidiaries Abitibi-Consolidated Inc.
and Bowater Incorporated to Caa3 from Caa1. Abitibi's and
Bowater's other debt ratings were also downgraded.  At the same
time, Bowater's speculative grade liquidity rating was lowered to
SGL-4 from SGL-3 and Abitibi's speculative grade liquidity rating
was affirmed at SGL-4.  The rating action was prompted by
AbitibiBowater's weakened liquidity position and the deteriorating
economic and industry conditions.  The ratings outlook is
negative.

The Caa3 corporate family ratings of Abitibi and Bowater reflect a
heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment.  The ratings of both Abitibi and Bowater also reflect
the accelerating decline in demand for newsprint and other paper
grades manufactured by both companies as consumers continue to
migrate to online news and other forms of electronic media.

In addition, the company is also facing deteriorating markets for
their sawmill and market pulp operations.  Despite lower input
costs, a weaker Canadian dollar and the company's potential to
realize additional synergies, Moody's does not expect
AbitibiBowater's operating performance to improve materially over
the next 12 to 18 months given the weak economic and industry
conditions.

The downgrade of the speculative grade liquidity rating of Bowater
to SGL-4 reflects Moody's expectation of that Bowater will not be
able to cover all its basic cash requirements from internal
sources, minimal availability under external liquidity facilities,
and the prospect that Bowater may continue to seek covenant
waivers in order to maintain access to its funding lines.  The
negative outlook reflects expectations that the company's
liquidity challenges coupled with the deteriorating economic and
industry conditions will continue to put pressure on the company's
ratings.

Downgrades:

   Issuer: Abitibi-Consolidated Company of Canada

      -- Senior Secured Bank Credit Facility, Downgraded to B2
         from B1;

      -- Senior Secured Regular Bond/Debenture, Downgraded to B2
         from B1;

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
         from Caa2; and

      -- Senior Unsecured Shelf, Downgraded to (P)Ca from (P)Caa2

   Issuer: Abitibi-Consolidated Finance L.P.

      -- Multiple Seniority Shelf, Downgraded to (P)Ca from
         (P)Caa2; and

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
         from Caa2

   Issuer: Abitibi-Consolidated Inc.

      -- Probability of Default Rating, Downgraded to Caa3 from
         Caa1;

      -- Corporate Family Rating, Downgraded to Caa3 from Caa1;

      -- Multiple Seniority Shelf, Downgraded to (P)Ca from
         (P)Caa2; and

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
         from Caa2

   Issuer: Bowater Canada Finance Corp.

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
         range of Ca, LGD4, 62% from a range of Caa2, LGD4, 61%

   Issuer: Bowater Incorporated

      -- Probability of Default Rating, Downgraded to Caa3 from
         Caa1;

      -- Speculative Grade Liquidity Rating, Downgraded to SGL-4
         from SGL-3;

      -- Corporate Family Rating, Downgraded to Caa3 from Caa1;
         and

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
         range of Ca, LGD4, 62% from a range of Caa2, LGD4, 61%

   Issuer: Maine Finance Authority

      -- Senior Unsecured Revenue Bonds, Downgraded to a range of
         Ca, LGD4, 62% from a range of Caa2, LGD4, 61%

   Issuer: McMinn (County of) TN, I.D.B.

      -- Senior Unsecured Revenue Bonds, Downgraded to a range of
         Ca, LGD4, 62% from a range of Caa2, LGD4, 61%

   Issuer: York (County of) SC

      -- Senior Unsecured Revenue Bonds, Downgraded to a range of
         Ca, LGD4, 62% from a range of Caa2, LGD4, 61%

Moody's last rating action was on March 25, 2008 when Abitibi's
new secured term loan was rated B1.

Headquartered in Montreal, Quebec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  The company
also produces lumber and market pulp.  AbitibiBowater owns or
operates 27 paper and pulp facilities and 35 wood products
facilities located in the United States, Canada, the United
Kingdom and South Korea.


ADANAC MOLYBDENUM: Completes Initial Phase of Restructuring
-----------------------------------------------------------
Vancouver, British Columbia-based Adanac Molybdenum Corporation
said that in connection with its overall restructuring under the
Companies' Creditors Arrangement Act , it has implemented measures
to curtail its business operations and substantially reduce its
operating costs.

This initial phase of the Company's restructuring included,
among other things, reducing employees by approximately 70%,
substantially reducing contractors, demobilizing the Ruby Creek
site, eliminating or substantially reducing services provided to
the Company and repaying a portion of the Company's indebtedness
to its Senior Secured Creditors.  Adanac expects to further reduce
operating costs by consolidating its head and engineering offices
to minimize lease payments.

Adanac also announces that Mr. Edward C. Lee and Mr. Neil S.
Seldon have resigned from the Board of Directors of the Company.
Adanac extends its gratitude to Edward and Neil for their services
over many years and wishes them success in their future
endeavours.

Adanac has engaged Golder Associates Ltd. to continue to update
the Ruby Creek mineral resources, compliant with NI 43-101, so as
to include results from the 2007 and 2008 exploration program. The
2007 and 2008 exploration drilling program was completed prior to
demobilization of the Ruby Creek site.

Going forward, Adanac intends to continue to seek investors for
the development of the Ruby Creek project while concurrently
seeking opportunities relating to the sale of the Company or its
assets. Any refinancing or sale will be subject to approval from
the Senior Secured Creditors, KPMG Inc. in its capacity as Monitor
appointed in Adanac's CCAA proceedings as well as the Supreme
Court of British Columbia.

                About Adanac Molybdenum Corporation

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

On December 19, 2008, Adanac obtained an Initial Order under the
CCAA as part of its intention to restructure its business,
including primarily its debt.  By Order of the Supreme Court of
British Columbia made Friday, January 16, 2009, all of the relief
granted in the Initial Order made in Adanac's Companies' Creditors
Arrangement Act proceedings on December 19, 2008 has been
confirmed, including the stay of proceedings which has been
extended until April 3, 2009.

The Initial Order appointed KPMG Inc. as Adanac's Monitor.


AKESIS PHARMACEUTICALS: To File for Chapter 7 Bankruptcy
--------------------------------------------------------
San Diego, California-based Akesis Pharmaceuticals, Inc. has
discontinued its sole clinical development program for AKP-020, a
Phase IIa drug candidate for the treatment of diabetes mellitus.

"After analyzing the data from our three-month preclinical safety
program, we have decided to discontinue the diabetes program and
not pursue further regulatory submissions for this indication,"
said Carl LeBel, Ph.D., the Company's president and chief
executive officer. "Based on the renal changes resulting from the
doses used in our preclinical safety program, the Company and its
expert advisors have determined that the safety profile of AKP-020
makes it no longer viable as a drug candidate in a chronic disease
setting," Dr. LeBel added.

As a result of the discontinuation of the AKP-020 program, the
Company also announced its intent to voluntarily file a bankruptcy
petition under Chapter 7 of the U.S. Bankruptcy Code. "Based on
the discontinuation of our sole clinical development program, our
cash position and current economic conditions, we have determined
that we can no longer operate as a business enterprise," Dr. LeBel
added.


ALLISON TRANSMISSIONS: Moody's Junks Sr. Unsecured Notes Rating
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of Allison Transmission, Inc., to
B3 from B2.  In a related action, the rating of the senior secured
bank credit facility was lowered to B2 from B1, the ratings of the
senior unsecured notes were lowered to Caa2 from Caa1.  The
outlook is changed to Negative.

The downgrade of Allison's Corporate Family Rating to B3 reflects
the expected impact of the dramatic decline of global economic
conditions and challenges in the global credit markets on the
demand for commercial vehicles.  The previous Corporate Family
Rating anticipated a rebound in the commercial vehicle market in
2009 in advance of 2010 United States diesel emission regulations.
However, current industry forecasts are now indicating a decline
in North American commercial vehicle production in 2009 with any
potential recovery likely deferred until 2010.  As such, Moody's
estimates that Allison's leverage will be higher than anticipated
in 2009 and beyond.  Further limiting the company ratings over the
intermediate term is the prospect of weaker coverage of interest
expense, and cash generation at levels which are expected to be
indicative of the B3 rating.  Allison's market position is
supported by high adoption rates of automatic transmissions, and
ongoing aftermarket demand.

The negative outlook anticipates that without a substantial
recovery in the company's end markets further downward ratings
pressure could develop.  In addition, a prolonged weakness in the
company's operating metrics could adversely impact the company's
liquidity as covenants under the senior secured credit facilities
tighten over the next twelve months.  The company's bank group has
approved an amendment to permit voluntary purchases of the term
loan facility at values below par.  Under certain conditions,
meaningful usage of this option would be viewed as a distressed
restructuring.

As of September, 30 2008 the company had a reasonable amount of
cash on hand.  Yet, going into 2009, free cash flow generation
will be pressured by the weak industry environment for commercial
vehicles.  Allison's $400 million revolving credit facility has
not been drawn and has nominal amounts of LC usage.  The nearest
debt maturity is the revolving credit facility which matures in
August 2013 and the company faces about $31 million of required
amortization under the term loans over the coming twelve months.
The principal financial covenant is a total senior secured
leverage ratio test which reduces over the life the senior secured
credit facility.  Covenant cushions will likely reduce over the
coming months as industry conditions deteriorate.  Alternate forms
of liquidity are limited, as the senior secured credit facility is
secured by a lien on substantially all assets of the Company.

These ratings are lowered:

   -- Corporate Family Rating, to B3 from B2;

   -- Probability of Default, to B3 from B2;

   -- Secured revolving credit, to B2 (LGD-3, 38%) from B1 (LGD-3,
      38%);

   -- Senior secured term loan, to B2 (LGD-3, 38%) from B1 (LGD-3,
      38%);

   -- Senior unsecured 11% notes due 2015, to Caa2 (LGD-5, 89%)
      from Caa1 (LGD-5, 89%); and

   -- Senior unsecured 11-1/4% toggle notes due 2015, to Caa2
      (LGD-5, 89%) from Caa1 (LGD-5, 89%);

The last rating action on Allison was on October 15, 2007 when the
Caa1 rating was assigned to the senior unsecured 11-1/4% toggle
notes, and the B2 Corporate Family Rating was affirmed.

Allison Transmission, Inc., headquartered in Speedway, IN, designs
and manufactures automatic transmissions for commercial and
military vehicles.  Revenues in 2007 were roughly $2.4 billion.


AMERICAN INT'L: Continues to Lose Key Executives & Underwriters
---------------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that American
International Group Inc. continues to lose key executives and
underwriters to competitors.

Citing Advisen Ltd., WSJ states that dozens of workers have left
AIG's property-casualty units since the government bailout in
September 2008 to join major competitors like Zurich Financial
Services AG and ACE Ltd. and smaller firms.  According to WSJ,
high-profile departures include Kevin Kelley and Doug Worman, who
led businesses in AIG's commercial property-casualty operations.
Mr. Kelley, says WSJ, went to Bermuda-based insurer Ironshore
Inc., where he was joined by two other former AIG executives.  WSJ
relates that commercial insurer Navigators Group Inc. hired away
three AIG underwriters who specialize in pollution insurance for
contractors.

WSJ quoted an AIG spokesperson as saying, "Commercial insurance
has a strong and deep talent pool with more than 12,000 employees
in North America alone, and turnover rates are within normal
levels."  According to WSJ, some analysts said that the high-level
nature of the departures is unusual.  Citing Citigroup's Josh
Shanker, the report states that employee departures from AIG's
commercial-insurance operations are among the factors that "will
likely result in a decline in account volume over the next two to
five years."

WSJ reports that AIG has been encouraging top-level executives to
remain in the company by awarding stock that accumulates over the
years and is distributed at retirement, an incentive that was
undercut when AIG's share price dropped in 2008.

According to WSJ, AIG has been setting up retention programs that
will pay $619 million to 4,200 workers, while bonuses range from
$92,500 to $4 million.  WSJ states that AIG CEO Edward Liddy met
last week with Rep. Elijah Cummings.  "We need to figure out
whether they [retention payments] work.  There has to be some
balance," WSJ quoted Mr. Cummings as saying.

                          About AIG

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on Sept. 8, 2008, to $4.76
on Sept. 15, 2008.  On that date, AIG's long-term debt ratings
were downgraded by Standard & Poor's, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service and Fitch Ratings,
which triggered additional requirements for liquidity.  These and
other events severely limited AIG's access to debt and equity
markets.

On Sept. 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to Sept. 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through
its Troubled Asset Relief Program, $40 billion of newly issued AIG
perpetual preferred shares and warrants to purchase a number of
shares of common stock of AIG equal to 2% of the issued and
outstanding shares as of the purchase date.  All of the proceeds
will be used to pay down a portion of the Federal Reserve Bank of
New York credit facility.  The perpetual preferred shares will
carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At Sept. 30, 2008, AIG had $1.022 trillion in total consolidated
assets and $950.9 billion in total debts.  Shareholders' equity
was $71.18 billion, including the addition of $23 billion of
consideration received for preferred stock not yet issued.


AMERICAN MEDIA: S&P Cuts Senior Subordinated Debt to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on American
Media Operations Inc.'s 8.875% senior subordinated due 2011 to 'D'
from 'CC' and removed it from CreditWatch.  The corporate credit
rating on the company remains 'SD'.  The rating on American
Media's senior secured debt remains on CreditWatch with developing
implications, where it was placed on Nov. 7, 2008.

The lower issue-level rating on the 8.875% senior subordinated
notes reflects American Media's failure to make the Jan. 15, 2009,
interest payment on the notes.  While a payment default has not
occurred according to the legal provision of the notes, Standard &
Poor's considers it a default when a payment related to an
obligation is not made, even if a grace period exists.

"Our downgrade conveys the view that the missed payment is a
function of the borrower being in financial distress and that we
are not confident the payment will be made in full during the
grace period," explained Standard & Poor's credit analyst Tulip
Lim.

American Media has proposed an offer to exchange both its 10.25%
and its 8.875% subordinated notes for new notes at over a 45%
discount to par value.  The transaction would push out the
maturities of subordinated indebtedness to 2013 and lower interest
expense.

For the first six months ended Sept. 30, 2008, revenue and EBITDA
declined 2% and roughly 7%, respectively, primarily due to soft
advertising demand.  "We are concerned that operating performance
may deteriorate further over the near term because of the weak
economy," added Ms. Lim.


ARG ENTERPRISES: Can Access $12MM Pecus DIP Facility on Interim
---------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized ARG Enterprises Inc. and its
debtor-affiliates to obtain, on an interim basis, debtor-in-
possession financing of up to $12 million under the postpetition
senior secured superpriority credit agreement dated Jan. 16, 2009,
entered into with Pecus ARG Parallel LLC, as administrative and
collateral agent.

Judge Carey also authorized the Debtors to use cash collateral
securing repayment of secured loans to the lender.

The DIP agreement allows the Debtors to access until April 13,
2009, as much as $71.5 million for expenditures provided for in a
budget.

The salient terms of the DIP Credit Agreement are:

   Maximum Credit:   $71.5 million to commitment:

                      * about $4,836,000 to fund the agreed
                        budget expenses in excess of cash flow;

                      * about $2,125,000 to fund the DIP facility
                        expenses and prepetition term and revolver
                        interest;

                      * about $13,245,000 to fund letter of credit
                        obligations;

                      * $41,696,000 to rolled-up prepetition
                        obligations; and

                      * the remainder for future borrowings as a
                        reserve.

   Interim Credit:   $12,000,000 maximum credit to be extended
                     to the Debtors from the Court's entry of the
                     interim order through entry of the final
                     order.

   Interest Rate:    10%

   Default Rate:     12%

   Fees:             Closing fee of $100,000; termination fee of
                     $100,000; commitment fee, due on the first
                     day of each month during the term of the DIP
                     credit agreement, of 0.5% per annum on the
                     average daily unused amount of the
                     commitment availability.

   Maturity Date:    The earliest of (a) March 17, 2009, (b) 30
                     days after the entry of the interim order if
                     the final order has not been entered prior to
                     the expiration of the 30-day period, (c) the
                     date on which the Court enters an order
                     authorizing an alternative transactions, (d)
                     the date on which all obligations become due
                     as the result of an acceleration, and (e) the
                     substantial consummation of a plan of
                     reorganization that is confirmed by the
                     Court.

   Use of Proceeds:  Proceeds of the DIP loan will be used to pay
                     operating expense of the Debtors including
                     payment of fees and expenses to professionals
                     and administrative expenses incurred in the
                     ordinary course of business, and other costs
                     and expenses of administration of the Chapter
                     11 cases in accordance with the agreed
                     budget.

   Carve-outs:       $600,000 for the Debtors' professionals;
                     $150,000 for committee professionals,
                     reduced dollar-for-dollar by any payments
                     actually made to the professionals.

   Sale Milestones:  Failure to achieve any of these milestones
                     constitutes an event of default:

                     a) an order of the Court in form and
                        substance acceptable to lenders
                        establishing the bid procedures entered
                        on or before Feb. 2, 2009;

                     b) the holding of a hearing by the Court
                        regarding the sale of all of the Debtors'
                        assets in accordance with the bid
                        procedures order and the asset purchase
                        agreement on or before March 4, 2009, and
                        an order of the Court evidencing the
                        approval described in the foregoing
                        clause entered on or before March 4,
                        2009; or

                     c) the closing of the asset sale on or prior
                        to March 17, 2009.

To secure their obligations, the Debtors granted the lenders
superpriority administrative claims priority over any and all
other obligations, liabilities and indebtedness of the Debtors,
and all administrative expenses or priority claims.

A hearing is set for Feb. 2, 2009, at 10:00 a.m., to consider
final approval of the request.  Objections, if any, are due
Jan. 29, 2009.

A full-text copy of the senior secured superpriority credit
agreement dated Jan. 16, 2009, is available for free at:

               http://ResearchArchives.com/t/s?3861

A full-text copy of the credit agreement budget is available for
free at:

               http://ResearchArchives.com/t/s?3862

Headquartered in Philadelphia, Pennsylvani, ARG Enterprises Inc.
dba Black Angus Steakhouse -- http://www.argenterprises.com--
owns and operates the Black Angus Steakhouse chain of casual
steakhouse restaurants, which specialize in 100% all-natural Black
Angus steak and prime rib.  The Debtors have 69 restaurants
located in seven western states: Alaska, Arizona, California,
Hawaii, New Mexico, Nevada and Washington.  The company and two of
its affiliates filed for Chapter 11 protection on January 15, 2009
(Bankr. D. Del. Lead Case No. 09-10171).  Adam G. Landis, Esq.,
Kerri K. Mumford, Esq., and Landon Ellis, Esq., and Landis Rath &
Cobb LLP, represent the Debtors in their restructuring efforts.
The Debtors proposed CRG Partners Group LLC as restructuring
advisor; Kurtzman Carson Consultants LLC as claims and noticing
agent; and KPMG Corporate Finance LLC and KPMG CF Realty LLC as
special real estate advisors.  When the Debtors filed for
protection from their creditors, they listed asset and debts
between $100 million to $500 million each.


ARTHUR NADEL: Faces SEC Lawsuit for Misleading Investors
--------------------------------------------------------
The Securities and Exchange Commission on Jan. 21 charged Arthur
Nadel of Sarasota, Fla., with fraud in connection with six hedge
funds for which he acted as the principal investment advisor.
According to the SEC's complaint, Nadel provided false and
misleading information for dissemination to investors about the
funds' historical returns and falsely overstated the value of
investments in the funds by approximately $300 million.

According to the SEC's complaint, the funds appear to have total
assets of less than $1 million.  The complaint also alleges that
Nadel recently transferred at least $1.25 million from two of the
funds to secret bank accounts that he controlled. Nadel reportedly
has been missing since Jan. 14, 2009. The SEC also alleges that
two entities with which Nadel was associated, Scoop Capital LLC
and Scoop Management, Inc., provided investment advice to all of
the funds and also engaged in fraud as a result of Nadel's
actions. The SEC has obtained an emergency court order freezing
defendants' assets and appointing a receiver.

David Nelson, Director of the SEC's Miami Regional Office, said,
"Investors should be able to rely on the truthfulness of an
account statement and offering materials. Mr. Nadel's alleged
actions deceived investors, and we are seeking to hold him
accountable for that misconduct."

The six hedge funds and two other investment management companies
are charged as relief defendants in the SEC's complaint. The SEC
alleges that Nadel provided false and misleading information to
the relief defendants for dissemination to investors through
account statements and through offering memoranda. For example:

    * Offering materials for three of the funds represented that
they had approximately $342 million in assets as of Nov. 30, 2008.
In fact, those funds had a total of less than $1 million in assets
at that time.

    * Offering materials for at least several of the funds
represented monthly returns of around 11 to 12 percent between
January and November 2008. In fact, at least three of the funds
had negative returns during that time and another fund had lower
than reported returns.

    * One investor in one fund received an account statement for
November 2008 indicating that her investment was valued at almost
$420,000. In fact, the entire fund had less than $100,000 at that
time.

The SEC filed its emergency action in the U.S. District Court for
the Middle District of Florida alleging that the defendants
violated Section 17(a) of the Securities Act of 1933, Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder and seeking, among other things, injunctions,
disgorgement plus prejudgment interest, and civil money penalties.

United States District Judge Richard A. Lazzara granted all of the
emergency relief requested by the SEC, including a temporary
restraining order, asset freeze, and other relief against Nadel.

Without admitting or denying the allegations of the SEC's
complaint, Scoop Capital and Scoop Management consented to the
entry of, among other things, preliminary injunctions, asset
freezes, and the appointment of a receiver. The SEC is seeking
disgorgement plus prejudgment interest against each of the relief
defendants (advisers Valhalla Management, Inc. and Viking
Management, LLC and hedge funds Scoop Real Estate, L.P., Valhalla
Investment Partners, L.P., Victory IRA Fund, Ltd., Victory Fund,
Ltd., Viking IRA Fund, LLC, and Viking Fund, LLC). Without
admitting or denying the allegations of the complaint, they
consented to asset freezes and the appointment of a receiver.

The SEC recognizes cooperation that has been provided by Scoop
Capital and Scoop Management, and by the relief defendants. The
SEC's investigation is continuing.


ASPECT SOFTWARE: Moody's Downgrades Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Aspect Software, Inc.'s
corporate family rating to B3 from B2.  The ratings of the first
and second lien debt were also downgraded.  The downgrade was
driven by the recent declines in performance and expectations of
further declines in revenue, cash flow and liquidity over near to
medium term.  The downgrade concludes the review Moody's initiated
in December 2008.  The rating outlook is stable.

These ratings were changed:

   -- Corporate Family Rating -- to B3 from B2;

   -- Probability of Default Rating -- to B3 from B2;

   -- $50 million senior secured revolving facility due 2010 -- to
      B1, LGD2, 28% from Ba3, LGD3, 32%;

   -- $565 million ($725 million original amount) first lien term
      loan due 2011 -- to B1, LGD2 28% from Ba3, LGD3, 32%; and

   -- $385 million second lien term loan due 2012 -- to Caa2, LGD5
      82% from Caa1, LGD5, 85%.

The B3 rating reflects the company's high leverage at a time when
revenues and EBITDA are facing declines and the contact center
software business is evolving.  The declines are largely driven by
cutbacks in new product spending as corporations slow their
spending on new IT and communications projects, particularly
companies in the financial services sector, one of Aspect's
largest end markets.  Sales are also likely being impacted by the
shift of customers to include contact center purchases as part of
enterprise wide PBX build outs rather than stand alone decisions -
a shift that benefits some of Aspect's key competitors.

Moody's believes Aspect's software suite of contact center
products continues to be highly valued by its customer base and
remain difficult to replace providing some stability to the
maintenance stream of revenues Aspect receives for servicing and
updating these products.  However, Aspect's ability to compete for
new license sales is less certain due to the changing customer
purchasing trends.  Moody's notes that Aspect's strategic alliance
with Microsoft, initiated in March 2008, may enhance the company's
ability to compete against larger peers capable of providing one
vendor solutions.

Moody's expects that the company will be able to amend its loan
agreements to address its potential covenant breaches for the near
term.  However, any amendment will likely require additional or
increased payments which further impact cash flow and liquidity.

The stable rating outlook reflects Moody's expectation that
performance will continue to decline in 2009, but that free cash
flow will remain positive.  Ratings could face downward pressure
if free cash flow falls below breakeven.

Moody's most recent rating action was December 2008 when Moody's
placed Aspect's ratings under review for downgrade.  Aspect's
ratings were assigned by evaluating factors we 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 the industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Aspect's core industry and Aspect's ratings are
believed to be comparable to those of other issuers of similar
credit risk.  Subscribers can find additional information on
http://www.moodys.com/.

Aspect Software Inc. is headquartered in Chelmsford,
Massachusetts.  The company develops, markets, licenses and
supports an integrated suite of contact center software
applications.


BALDOR ELECTRIC: Moody's Affirms 'B1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Baldor Electric Company's B1
corporate family rating, Ba3 ratings on its secured bank debt, and
B3 rating on its unsecured notes, but lowered the firm's
Speculative Grade Liquidity rating to SGL-3 from SGL-1.  At the
same time, the rating agency revised the outlook to negative from
stable.

A weakening economic environment for industrial expenditures in
Baldor's critical North American market presents an earnings
challenge over the intermediate term.  Baldor has announced cost
reduction initiatives, which, combined with lower metal costs and
unwinding of working capital investment, have the potential to
partially offset the impact of weaker volumes and enable the firm
to generate significant levels of free cash flow.  However, step-
downs in leverage covenants under its bank credit agreement occur
at the end of 2009, and, in order to avoid compliance issues, will
require significant debt reduction to be achieved during a year
when earnings could be stressed.  The leverage tests take a
further step-down at the end of 2010.  The outlook was revised to
negative to reflect prospects for weaker performance and hurdles
that the two-stage covenant changes establish.

The B1 corporate family rating considers residual levels of
financial leverage from its 2007 acquisitions combined with
respectable EBITA margins, interest coverage and free cash flow
metrics.  Several trailing ratios have established some cushion
for potential softening should end-market demand materially weaken
during 2009.  Metrics should remain supportive of the B1 rating
absent an acceleration of the pace of retreat in industrial
production.  The rating incorporates a business profile with a
competitive market share and product offering along with
sufficient scale, sizable installed base, brand recognition,
diverse industrial end-markets, and a revenue mix in which less
cyclical replacement demand constitutes roughly 50% of total
sales.  Conversely, Baldor continues with significant geographic
concentration in North America and exposure to downturns in the
OEM sector.  Over time, demand for the company's energy efficient
electric motors, which provide some of its highest margins, should
benefit from legislation fostering energy conservation.

Baldor's liquidity is considered adequate supported by $10 million
of cash at the end of the third quarter, a $200 million revolving
credit facility maturing in 2012 (under which $120 million
remained available after borrowings of $63 million and letter of
credit issuance of $17 million) and prospects for continued free
cash flow generation.  The company's term loan started currently
amortizes at the rate of $1.6 million/quarter and structurally
contains excess cash flow sweeps that apply at specified leverage
levels. Baldor maintained an adequate cushion under applicable
financial covenants at the end of September with reported total
leverage of 3.8 times compared to a maximum of 5.5 times; senior
secured leverage of 2.2 times compared to a limit of 3.5 times;
and a fixed charge coverage ratio of 1.8 times compared to a
minimum of 1.15 times.  However, over the next twelve months,
leverage covenant levels step-down with maximum total leverage
going to 3.75 times at the end of 2009, and the maximum senior
secured leverage declining to 2.25 times (the minimum fixed charge
covenant stays flat at 1.25 times).  Consequently, the leverage
tests at the end of 2009 will require substantial debt reduction
by the end of that year if measured EBITDA is under negative
pressure.  The leverage covenants take a further step-down at the
end of 2010.  This underscores the significance of the company
generating significant levels of free cash flow over both years.
Lower working capital requirements associated with reduced volumes
and lower metal prices are likely to contribute to this in 2009
but may be difficult to replicate the following year when an
earnings' driven recovery in cash flows would have to play a more
significant role.  The bank credit facilities are secured by all
material domestic tangible and intangible assets of the borrower
and guaranteeing subsidiaries which limits the extent to which
alternate liquidity could be arranged.

The negative outlook reflects Moody's view that sluggish
conditions in multiple sectors of the North American economy could
trim key performance metrics over the intermediate term and
challenges which financial covenant changes present over this
period. Moody's would expect the company to remain cash flow
positive on an annual basis during 2009 and apply cash to reduce
indebtedness. However, should plans to reduce secured bank debt
not sufficiently materialize and operating performance deviate
from expectations, its liquidity profile could diminish from the
approaching hurdles of tighter covenants at the end of 2009 and
again at the end of 2010.

Ratings affirmed with up-dated Loss Given Default Assessments:

   Baldor Electric Company

      -- Corporate Family Rating, B1;

      -- Probability of Default Rating, B1;

      -- $200 million senior secured revolving credit, Ba3,
         LGD-3, 30%;

      -- $717 million senior secured term loan, Ba3, LGD-3, 30%;
         and

      -- $550 million senior unsecured notes, B3, LGD-5, 82%

The last rating action was on January 25, 2007, at which time
ratings were affirmed following disclosure that the financing plan
for its $1.8 billion acquisition of the Power Systems division of
Rockwell Automation involved revisions to earlier assumptions.

Baldor Electric Company is a manufacturer of industrial electric
motors, drives, generators and other power transmission products.
Products are sold to a diverse customer base consisting of
original equipment manufacturers and distributors.  The company's
scale and product offering were bolstered by its leveraged
acquisition in 2007 of the Power Systems business of Rockwell
Automation, Inc.  Revenues for 2008 should approximate $2 billion.


BANCWEST CORP: Moody's Changes Outlook to Negative
--------------------------------------------------
Moody's Investors Service changed the rating outlook on the long-
term debt and deposit ratings of BancWest Corporation and its
subsidiaries (BancWest) to negative from stable.  The Prime-1
short-term ratings were affirmed.  BancWest Corporation is rated
A3 for subordinated debt.  Its operating bank subsidiaries, Bank
of the West (BW) and First Hawaiian Bank (FHB), are rated Aa3 for
deposits and B- for bank financial strength (BFSR).  The outlook
for the BFSR of FHB was also changed to negative from stable.  The
outlook for the BFSR of BW remains negative.

The outlook change for BancWest's debt and deposit ratings was the
result of the change in rating outlook on BNP Paribas (senior Aa1,
BFSR B) to negative from stable on January 16, 2009.  BancWest
Corporation is a wholly owned subsidiary of BNP Paribas and its
debt and deposit ratings receive one notch of lift from the high
probability of support from its parent.  The rating agency noted
that if BNP Paribas' BFSR was downgraded, BancWest's debt and
deposit ratings would also be lowered.

Regarding the BFSR on BW, Moody's noted that the bank's quarterly
earnings continue to be strained by higher loan loss provisions
and securities impairments, as well as relatively weaker core
funding compared to B- U.S. peers.  Problematic residential
construction exposure, which in total accounts for only a small
2.5% of loans, has been a key driver.  BW also has a significantly
sized non-real estate consumer loan portfolio, which performed
well in 2008 but is likely to be negatively affected by higher
unemployment and the weak U.S. economy.  Nonetheless, the bank
currently has a solid capital position which provides the ability
to absorb some increase in credit costs in 2009.  Additional
negative rating pressure on the BFSR will result if credit costs
exceed Moody's expectations and lead to successive quarterly
losses and/or capital base depletion.

In changing the rating outlook on FHB's BFSR, Moody's cited the
increased potential that its very strong capital position could be
weakened by the potential need to support BW.  However, FHB
continues to be the market leader in Hawaii.  Its high
profitability is supported by ample core funding and excellent
asset quality.  The rating agency anticipates some modest asset
quality deterioration given the weaker economic environment, but
does not expect that it will significantly alter FHB's strong
credit profile.

The last rating action was on August 8, 2008 when Moody's changed
the rating outlook on the B- bank financial strength rating of
Bank of the West to negative from stable.

BancWest's total assets at September 30, 2008 were $76.5 billion.
Bank of the West and First Hawaiian Bank reported total assets of
$63.7 billion and $12.8 billion, respectively.


BANK OF AMERICA: Directors & CEO Buy More Than 513,000 Shares
-------------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Bank of
America Corp. CEO Kenneth Lewis and several bank directors bought
more than 513,000 shares of common stock on Tuesday.

Mr. Lewis and board member Robert Tillman each purchased 200,000
shares, the largest buys on Tuesday, WSJ says.  The report states
that on Nov. 4, 2008, Mr. Lewis bought 86,000 shares of series H
preferred stock.

BofA lead director Temple Sloan Jr. purchased 41,800 shares,
director William Barnett III bought 30,000 common shares, director
Jackie Ward purchased 16,800 shares, and John Collins acquired
25,000 shares, WSJ reports.

According to WSJ, the move showed confidence in BofA as the
company reels from concerns about its Merrill Lynch & Co. buy.

WSJ relates that since it was reported that BofA needed about
$20 billion in additional federal aid and that it expected larger-
than-expected losses at Merrill Lynch in the fourth quarter, the
bank's stock has been in a free fall.  The report states that BofA
shares dropped 29% to $5.10 on Tuesday, and were up 28% in
afternoon trading on Wednesday.

                       About Bank of America

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services. The company provides unmatched
convenience in the United States, serving more than
59 million consumer and small business relationships with more
than 6,100 retail banking offices, nearly 18,700 ATMs and award-
winning online banking with nearly 29 million active users.
Following the acquisition of Merrill Lynch on January 1, 2009,
Bank of America is among the world's leading wealth management
companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the
world.  Bank of America offers industry-leading support to more
than 4 million small business owners through a suite of
innovative, easy-to-use online products and services.  The company
serves clients in more than 40 countries.  Bank of America
Corporation stock is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.


BANK OF AMERICA: Sues Christian Bernard for Not Paying $1MM Debt
----------------------------------------------------------------
Greg Turner at BostonHerald.com reports that Bank of America has
filed a lawsuit against Christian Bernard Jewelers in the U.S.
District Court in Boston.

According to BostonHerald.com, BofA claimed that it is owed
$1 million by Christian Bernard because that company defaulted on
a loan.  BofA, BostonHerald.com relates, said that Christian
Bernard stopped making payments on a loan in July 2003 from BofA's
LaSalle Retail Finance.

BostonHerald.com states that a court-approved sale of assets from
Christian Bernard's re-opened stores was scheduled to start on
Jan. 21.

                       About Bank of America

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services. The company provides unmatched
convenience in the United States, serving more than
59 million consumer and small business relationships with more
than 6,100 retail banking offices, nearly 18,700 ATMs and award-
winning online banking with nearly 29 million active users.
Following the acquisition of Merrill Lynch on January 1, 2009,
Bank of America is among the world's leading wealth management
companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the
world.  Bank of America offers industry-leading support to more
than 4 million small business owners through a suite of
innovative, easy-to-use online products and services.  The company
serves clients in more than 40 countries.  Bank of America
Corporation stock is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.


CENT INCOME: Fitch Junks & Withdraws Rating on $100MM Income Notes
------------------------------------------------------------------
Fitch Ratings has downgraded and withdrawn the ratings on the
income notes issued by CENT Income Opportunity Fund I, LLC.  The
following rating actions are effective immediately:

   -- $100,000,000 income notes to 'C' from 'CCC' and withdrawn.

CENT Income Opportunity Fund I was an open-ended loan fund that
used the proceeds from the issuance of the notes to gain exposure
to a portfolio of high yield bank loans.  Through a total return
swap, the income note investors obtained up to five times
leverage. The fund was negatively impacted by the continued
decline in loan prices in the secondary market.  The liquidation
trigger was breached in October 2008 and was uncured, resulting in
an early termination event on November 14, 2008.

The fund issued approximately $95 million of income notes out of
the $100 million permitted at the fund's inception.  Approximately
70% of this amount was redeemed prior to the early termination
event at varying net asset values.  Of the $29 million income
notes remaining at the time of the termination event, there was
zero recovery.


CENTRAL SUN: Inks Common Share Buyout Agreement with Linear Gold
----------------------------------------------------------------
Central Sun Mining Inc. and Linear Gold Corp. signed a letter
agreement in connection with a merger.  Pursuant to the agreement,
Linear Gold will acquire all of the outstanding common shares of
Central Sun in exchange for common shares of Linear Gold.
Pursuant to the transaction, CSM shareholders will receive 0.4
Linear Gold common shares for each CSM common share held.

Wade Dawe, president and chief executive officer of Linear Gold,
stated, "We believe this transaction is an attractive opportunity
to acquire a portfolio of gold assets which includes the Limon
Mine, producing approximately 45,000 ounces of gold per year, the
Orosi Mine, with planned production of approximately 85,000 ounces
of gold annually after a nine month construction period, and the
highly prospective Mestiza-La India Property, which represents a
potential high grade development opportunity for the future.
Together, Linear and Central Sun plan to pursue a growth strategy
focused on building an aggressive and very profitable gold
producer."

Stan Bharti, the chairman of Central Sun, commented, "We believe
that the combination of Central Sun and Linear Gold will form the
basis for the next intermediate gold producer.  The combined
company brings together gold production, potential near-term
production expansion, financial resources and an experienced
management team.  The combined company will be well positioned to
leverage continued strength in the price of gold in 2009."

                   Highlights of the Transaction

Upon completion of the transaction, Linear Gold, continuing as the
combined company will feature:

   -- Annual production of approximately 45,000 ounces of gold
      increasing to 130,000 ounces of gold following completion
      of the Orosi mill installation;

   -- Proven and probable gold mineral reserves estimated to be
      approximately 730,000 ounces, and measured and indicated
      gold mineral resources estimated to be approximately
      1,114,000 ounces;

   -- Significant potential for growth through exploration at
      Central Sun's properties in Nicaragua and Linear Gold's
      promising Ixhautan Gold Project in Mexico and Ampliacion
      Pueblo Viejo, Loma El Mate, and Loma Hueca Gold Properties
      in the Dominican Republic;

   -- Management and board of directors with experience
      operating, developing, and financing mining companies; and

   -- Strategic position to leverage expected consolidation in
      the gold industry.

Linear Gold will have approximately 53.2 million common shares
issued and outstanding, with former Central Sun shareholders
holding approximately 48% of the issued and outstanding common
shares of the combined company.

The companies stated that the combination will bring significant
benefits to each of the companies and their shareholders.  The
boards of directors of both Central Sun and Linear Gold
unanimously support the proposed combination.

For Central Sun:

   -- The exchange ratio of 0.4 Linear Gold common shares for
      each Central Sun common share values Central Sun at
      approximately $C18.4 million, or approximately $C0.292 per
      CSM common share, which represents a premium of 75% based
      on the 20-day volume weighted average TSX price of Central
      Sun and Linear Gold shares from Dec. 23, 2008, the trading
      day prior to the announcement, and 42% based on the
      respective closing prices on Dec. 23, 2008;

   -- Helps to facilitate development of the Orosi gold project
      resulting in increased gold production in the combined
      company;

   -- Provides cash resources of approximately C$24 million or
      $20 million, which addresses Central Sun's immediate
      working capital needs and will partly fund development
      activities to re-commence production at Orosi;

   -- Provides exposure to Linear Gold's promising Ixhautan Gold
      Project in Mexico, which Kinross Gold Corporation has been
      exploring and evaluating under an option agreement to
      acquire up to a 70% interest in exchange for future cash
      payments to Linear Gold of up to $115 million; and

   -- Provides shareholders with a significant stake in the
      combined company that is well positioned to participate in
      expected future consolidation in the gold industry.

For Linear Gold:

   -- Adds current production of approximately 45,000 ounces of
      gold per year;

   -- Adds planned production growth, as Central Sun projects
      2010 gold production of 130,000 ounces based on the re-
      commencement of production at the Orosi project;

   -- Significantly increases estimated mineral reserves and
      resources;

   -- Adds skilled mining operations team, experienced in
      successfully operating and developing mines;

   -- Provides exposure to exploration success at Central Sun's
      Limon, Orosi and Mestiza-La India projects; and

   -- Provides shareholders with a significant stake in the
      combined company that is well positioned to participate in
      expected future consolidation in the gold industry.

The transaction will be subject to approval of the shareholders of
CSM.  The board of directors of Central Sun has determined to
recommend that CSM shareholders vote in favor of the transaction.
In addition, the Central Sun directors have indicated that they
intend to vote their CSM shares in favor of the transaction.

                        Transaction Details

The Transaction is expected to be structured as a plan of
arrangement between Central Sun and a newly formed subsidiary of
Linear Gold.  Under the terms of the Transaction, CSM shareholders
will receive 0.4 common shares of Linear Gold for each common
share of Central Sun held.  Each outstanding Central Sun
convertible security will become exercisable for Linear Gold
common shares based on the exchange ratio and resulting price
adjustment.  Under certain circumstances, prior to closing, Linear
Gold shareholders will be entitled to receive up to
7.5 million warrants of Linear Gold exercisable at $1.00 per share
and expiring in 24 months.  The board of directors of the combined
company will be comprised of three representatives of Linear Gold
and three representatives of Central Sun.  Mr. Dawe will be
appointed as chairman and Peter Tagliamonte will be appointed as
president and chief executive officer of Linear Gold.

Linear Gold has entered into lock-up agreements with CSM officers,
directors and shareholders who hold approximately 10.5% of the
outstanding CSM common shares, pursuant to which they have agreed
to vote in favor of the Transaction on the terms proposed, subject
to certain conditions.

The letter agreement includes a commitment by Central Sun not to
solicit alternative transactions to the proposed Transaction.
Linear Gold has also been provided with certain other rights
customary for a transaction of this nature, including the right to
match competing offers made to CSM.  The Letter Agreement also
provides for a break fee of C$1,000,000 to be payable to Central
Sun or Linear Gold in certain circumstances.

The Transaction is subject to the parties entering into a
definitive agreement by Jan. 29, 2009, and the receipt of all
necessary regulatory approvals and necessary shareholder approvals
at special meeting to be held no later than April 30, 2009.
Closing of the Transaction is set to occur by no later than
May 31, 2009.

The parties have agreed that the shareholders of the combined
company will consider a special resolution changing the name of
the combined company to Central Sun Mining Corp., at its first
annual general meeting.

Linear Gold's legal counsel is Cox & Palmer.  Central Sun's legal
counsel is Cassels Brock & Blackwell LLP.

                    About Linear Gold Corp.

Based in Halifax, Nova Scotia, Linear Gold Corp. (TSX: LRR) --
http://www.lineargoldcorp.com/-- is a gold focused mineral
exploration company.  Linear holds an extensive and diverse
portfolio of mineral exploration projects in Central and South
America, two of which, Mexico and the Dominican Republic, have
progressed to fully funded, lucrative joint ventures.

                   About Central Sun Mining Inc.

Headquartered in Toronto, Ontario, Central Sun Mining Inc. (TSX:
CSM)(TSX: CSM.WT)(AMEX: SMC)-- http://www.centralsun.ca/-- is a
gold producer with mining and exploration activities focused in
Nicaragua.  The company operates the Limon Mine and is in the
process of converting the Orosi Mine (formerly the Libertad Mine)
to a conventional milling operation. Both properties are located
in Nicaragua.  The Bellavista Mine in Costa Rica is currently
being reclaimed.  The company also has an option to acquire the
Mestiza exploration property in Nicaragua.  Central Sun's growth
strategy is focused on optimizing current operations, expanding
mineral resources and reserves at existing mines, and looking for
merger and acquisition opportunities in the Americas.  In early
2007, the company commenced a major project to convert the heap-
leach process at the Orosi Mine to a conventional milling
operation (Mill Project).  Mining activities at the company's
Bellavista Mine ceased during the third quarter of 2007.  Since
that time, reclamation activities have begun and it is not
expected that mining activities will resume.

At a special meeting of shareholders held on Nov. 29, 2007,
Glencairn Gold Corporation's name was changed to Central Sun
Mining Inc.  The company also changed the name of the Libertad
Mine in Nicaragua to the Orosi Mine.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $76,213,000, total liabilities of $31,999,000 and stockholders'
equity $44,214,000.

For three months ended Sept. 30, 2008, the company reported net
income of $376,000 compared with net loss of $60,238,000 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $10,579,000 compared with net loss of $58,151,000 for the same
period in the previous year.

                      Going Concern Doubt

Management of Central Sun Mining Inc. believes there exists
substantial doubt about the company's ability to continue as a
going concern.  The company currently does not have sufficient
cash to fully fund ongoing 2008 capital expenditures, exploration
activities and complete the development of the Orosi Mine - mill
project.  Consequently, the Orosi- mill project has been
temporarily suspended, which will have an impact on the overall
cost of the project and delay the scheduled start up date.  The
company continues to seek additional financing that it may be
sourced in time to allow the company to continue the normal course
of planned activities.


CENTRAL SUN: Lender Extends Term of $8-Mil. Loan to March 9
-----------------------------------------------------------
Central Sun Mining Inc. disclosed in a filing with the Securities
and Exchange Commission that the term of its $8 million loan has
been extended to March 9, 2009, with an option to extend to
June 8, 2009.

In consideration for these extensions, CSM has agreed to pay a
cash fee and to issue 1,000,000 CSM common shares.  In addition,
CSM has agreed to amend 300,000 outstanding common share purchase
warrants held by the lender to change the exercise price of
C$1.99 per share to C$0.14 per share.  The warrants will be
amended effective on the 10th business day after the date hereof.

Extending the loan to June 8, 2009, would require an additional
cash fee and the issuance of an additional 1,000,000 CSM common
shares.  The lender is an arm's-length party of CSM.

Headquartered in Toronto, Ontario, Central Sun Mining Inc. (TSX:
CSM)(TSX: CSM.WT)(AMEX: SMC)-- http://www.centralsun.ca/-- is a
gold producer with mining and exploration activities focused in
Nicaragua.  The company operates the Limon Mine and is in the
process of converting the Orosi Mine (formerly the Libertad Mine)
to a conventional milling operation. Both properties are located
in Nicaragua.  The Bellavista Mine in Costa Rica is currently
being reclaimed.  The company also has an option to acquire the
Mestiza exploration property in Nicaragua.  Central Sun's growth
strategy is focused on optimizing current operations, expanding
mineral resources and reserves at existing mines, and looking for
merger and acquisition opportunities in the Americas.  In early
2007, the company commenced a major project to convert the heap-
leach process at the Orosi Mine to a conventional milling
operation (Mill Project).  Mining activities at the company's
Bellavista Mine ceased during the third quarter of 2007.  Since
that time, reclamation activities have begun and it is not
expected that mining activities will resume.

At a special meeting of shareholders held on Nov. 29, 2007,
Glencairn Gold Corporation's name was changed to Central Sun
Mining Inc.  The company also changed the name of the Libertad
Mine in Nicaragua to the Orosi Mine.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $76,213,000, total liabilities of $31,999,000 and stockholders'
equity $44,214,000.

For three months ended Sept. 30, 2008, the company reported net
income of $376,000 compared with net loss of $60,238,000 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $10,579,000 compared with net loss of $58,151,000 for the same
period in the previous year.

                      Going Concern Doubt

Management of Central Sun Mining Inc. believes there exists
substantial doubt about the company's ability to continue as a
going concern.  The company currently does not have sufficient
cash to fully fund ongoing 2008 capital expenditures, exploration
activities and complete the development of the Orosi Mine - mill
project.  Consequently, the Orosi-mill project has been
temporarily suspended, which will have an impact on the overall
cost of the project and delay the scheduled start up date.  The
company continues to seek additional financing that it may be
sourced in time to allow the company to continue the normal course
of planned activities.


CFM US: Gets Jan. 31 Extension to File Liquidating Plan
-------------------------------------------------------
CFM U.S. Corp., and its affiliates have obtained from the U.S.
Bankruptcy Court for the District of Delaware a January 31
extension of their exclusive period to file a liquidating Chapter
11 plan.

According to Bloomberg's Bill Rochelle, the Bankruptcy Court,
however, ordered that the official committee of unsecured
creditors of CFM alone may file a plan if the company doesn't
submit one by the new deadline.

Mr. Rochelle recalls that CFM announced in December that a
settlement was reached in a lawsuit brought by the creditors'
committee against Ontario Teachers Pension Plan Board, the head of
a group that took the company private in April 2005.  The
settlement, according to his report, is to provide the foundation
for a liquidating Chapter 11 plan to be filed by the end of
January.

The settlement and plan will also provide for wrapping up
proceedings begun simultaneously in Canada for protection from
creditors in the Ontario Court of Justice under the Companies'
Creditors Arrangement Act.

CFM has consummated the sale of substantially all of its assets.
According to Bloomberg, CFM was authorized in July to sell most of
the assets for $42.5 million after selling other assets in May to
two buyers for $4.6 million. It was permitted in August to sell
real estate in Huntington, Indiana, for $2 million.

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.

The Debtors' Canadian affiliates filed protection under Companies'
Creditors Arrangement Act with the Ontario Court of Justice on
April 9, 2008.


CHESAPEAKE CORP: Court Approves Auction for Assets
--------------------------------------------------
Reuters reports that the Hon. Douglas Tice of the U.S. Bankruptcy
Court for the Eastern District of Virginia has approved Chesapeake
Corp.'s proposed procedures in connection with an auction for
substantially all of its assets.

Chesapeake has inked a deal with a buyer, but the offer is still
subject to further market test.  An auction will be held if
competing bids are received prior to the bidding deadline.

Court documents say that Chesapeake secured Judge Tice's approval
after a hearing in Richmond, Virginia, on Tuesday.  Reuters
relates that Judge Tice scheduled the sale hearing date on
March 23, 2009, to formalize the deal.

Chesapeake had reached a deal with a group of investors, including
affiliates of Irving Place Capital Management LP and Oaktree
Capital Management LP to sell itself for about $485 million,
without certain obligations.

According to court documents, Chesapeake was seeking an expedited
sale process that would have allowed it to close a deal in the
middle of February.  Court documents say that Chesapeake's
creditor had complained that the expedited sale process would
"chill bidding and create an unlevel playing field for other
potentially interested buyers."

The investors, court documents state, would act as the "stalking
horse" or lead bidder at the bankruptcy auction to be held before
the sale hearing.

                    About Chesapeake Corp.

Chesapeake Corporation protects and promotes the world's great
brands as a leading international supplier of value-added
specialty paperboard and plastic packaging.  Headquartered in
Richmond, Va., the company is one of Europe's premier suppliers of
folding cartons, leaflets and labels, as well as plastic packaging
for niche markets.  Chesapeake has 44 locations in Europe, North
America, Africa and Asia and employs approximately 5,400 people
worldwide.

As of September 30, 2008, Chesapeake's consolidated balance sheets
showed $936.4 million in total assets, including $340.7 million in
current assets; and $937.1 million in total liabilities, including
$469.2 million in current liabilities, resulting in $500,000 in
stockholders' deficit.

Chesapeake Corporation, and 18 affiliates filed Chapter 11
petitions (Bankr. E.D. Virginia, Lead Case No. 08-336642) on
Dec. 29, 2008. Benjamin C. Ackerly, Esq., Jason W. Harbour, Esq.,
Peter S. Partee, Esq., at Hunton & Williams LLP, are the proposed
bankruptcy counsel.  Chesapeake has also tapped Alvarez and Marsal
North America LLC, and Goldman Sachs & Co. as financial advisors.
It also brought along Tavenner & Beran PLC as conflicts counsel
and Hammonds LLP as special counsel.  Its claims agent is Kurtzman
Carson Consultants LLC.


CHRISTIAN BERNARD: BofA Sues Co. for Not Paying $1 Million Debt
---------------------------------------------------------------
Greg Turner at BostonHerald.com reports that Bank of America has
filed a lawsuit against Christian Bernard Jewelers in the U.S.
District Court in Boston.

According to BostonHerald.com, BofA claimed that it is owed
$1 million by Christian Bernard because that company defaulted on
a loan.  BofA, BostonHerald.com relates, said that Christian
Bernard stopped making payments on a loan in July 2003 from BofA's
LaSalle Retail Finance.

BostonHerald.com states that a court-approved sale of assets from
Christian Bernard's re-opened stores was scheduled to start on
Jan. 21.

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

As reported by the Troubled Company Reporter on Jan. 5, 2009,
Christian Bernard filed for Chapter 7 liquidation.


CHRYSLER LLC: Fiat Deal to Proceed If Co. Gets $3BB Gov't Loans
---------------------------------------------------------------
Chrysler LLC's alliance with Fiat SpA will proceed if Chrysler
gets $3 billion more in financial aid from the U.S. government,
John D. Stoll and Stacy Meichtry report, citing people familiar
with the matter.

As reported by the Troubled Company Reporter on Jan. 21, 2009,
Fiat is in talks with Chrysler about acquiring a stake in the U.S.
car maker and forming a partnership to let the Italian auto maker
build and sell its small cars in the U.S.  Fiat is likely to take
a 35% stake in Chrysler by the middle of the year.

WSJ relates that the Fiat-Chrysler deal is contingent on Chrysler
getting additional government loans.  Chrysler spokesperson Shawn
Morgan said that Chrysler believes the $3 billion in loans are
necessary for its viability, the report states.

Chrysler almost ran out of cash before the U.S. Treasury agreed in
December 2008 to lend the company $4 billion, WSJ says.  Chrysler,
WSJ report, must submit a plan by Feb. 17 that shows how it
intends to return to profitability, as part of the Treasury's
terms for loans and to qualify for an additional
$3 billion in aid.

According to WSJ, having Fiat as a partner helps Chrysler offer a
longer-term vision, but it does little to ease its current cash
crunch.  The report says that Chrysler's plants have been closed
temporarily since December, and dealers have been cutting orders
as sales dropped steeply in the last few months.  Citing people
familiar with the matter, the report states that Chrysler barely
generated any revenue and would need more government loans to
continue operations beyond the first quarter.

WSJ reports that Chrysler could face tough questions about why the
government should provide it more loans when neither its majority
owner, Cerberus, nor its new partner, Fiat, are doing the same.
According to the report, Sen. Bob Corker said that he is worried
that by investing more money in Chrysler, the government is
allowing Cerberus, which is privately held, to be in a better
position to offload its stake in 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.


CHRYSLER LLC: Moody's Says Fiat Alliance Won't Affect Junk Rating
-----------------------------------------------------------------
Moody's Investors Service said that the Ca Corporate Family Rating
(CFR) and Negative outlook of Chrysler LLC (Chrysler) remain
unchanged following the announcement of a non-binding agreement to
establish a global alliance between Chrysler and Fiat S.p.A.

Chrysler's Ca CFR and negative outlook continue to reflect the
likelihood that the company will face either some form of debt
exchange that Moody's would view as a default or a bankruptcy
filing.

The proposed agreement with Fiat could help to address the
weaknesses in Chrysler's product portfolio by providing it with
access to Fiat's line-up of smaller, more fuel efficient vehicles.
However, the alliance is unlikely to provide any near-term relief
from Chrysler's most pressing near-term challenges. These include
the company's sizable pace of cash consumption, a liquidity
position that can not cover cash requirements during 2009 without
government bailout loans, and the steep decline in the US
automotive market.

Chrysler has been able to avoid a liquidity shortfall only because
of the $4 billion in emergency loans already approved by the US
government on December 19, 2009, and additional loans may be
needed.  The continued extension of government loans beyond
March 31, 2009 will require the submission of a restructuring plan
by Chrysler that demonstrates, to the government's satisfaction,
that the company is viable.

Terms of the proposed alliance would have to be consistent with
the terms of the government loans to Chrysler and are subject to
approval by the US Treasury.  The current terms of the government
loans contemplate that a degree of shared sacrifice by all
constituents -- including creditors, management, and the UAW --
will be a key component of Chrysler's plan. Chrysler has not
specifically identified the mechanism for implementing the balance
sheet restructuring, nor has it disclosed any specific proposals
to debt holders. Nevertheless, the terms of the government loan
are suggestive of a debt forgiveness that would be viewed as a
distressed exchange by Moody's if implemented.

The last rating action on Chrysler was a downgrade of the
company's Corporate Family Rating to Ca on December 3, 2008.

Chrysler Automotive, LLC is headquartered in Auburn Hills,
Michigan.


CHRYSLER LLC: S&P Says 'CC' Ratings Not Affected By Fiat Alliance
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
automaker Chrysler LLC (CC/Negative/--) and finance affiliate
DaimlerChrysler Financial Services Americas LLC (CCC-/Watch Dev/
--) are not immediately affected by the announcement that Fiat
SpA (BBB-/Negative/A-3) may acquire a 35% equity interest in
Chrysler as part of a broad alliance.  Under the non-binding
agreement, no upfront cash will be paid by Fiat to Chrysler.  The
two companies will share vehicle platforms and Fiat will provide
access to its small engine capability.

"We view Fiat's possible stake and resulting collaboration as just
one component of Chrysler's viability plan, which is to be
submitted to the U.S. government by Feb. 17.  Chrysler would need
to address some related issues, including Chrysler's existing
agreement with Nissan Motor Co. Ltd. for a Nissan-produced,
Chrysler-branded small car to be sold in the U.S., as well as the
future of Daimler AG's existing 20% stake in Chrysler," S&P says.

"Our most serious concern regarding Chrysler remains the pressure
on the company's liquidity during 2009 from the very weak state of
most global automotive markets and the constrained state of the
capital markets.  We believe that the Chrysler-Fiat alliance could
create substantial cost savings over time, but that significant
execution risks exist, including the possible need for incremental
liquidity to accelerate benefits.

"We would be skeptical that a Chrysler-Fiat partnership alone
could address our primary concern for Chrysler, which is a dearth
of current liquidity.  However, we believe that the viability plan
that Chrysler plans to submit will propose changes to the debt
structure and labor agreements that could help reduce cash use.
We continue to expect that Chrysler could approach its lenders for
a reduction in debt or an exchange at a substantial discount to
par -- which we consider tantamount to a default -- and our 'CC'
rating reflects that opinion."


CITIGROUP INC: Names Richard Parsons as Chairman of Board
---------------------------------------------------------
Citigroup reported that Richard D. Parsons, Lead Director and
Chair of the Board's Nomination and Governance Committee, will
succeed Sir Win Bischoff as Chairman of the Board of Directors,
effective February 23.  Sir Win, who has been with Citigroup since
2000, said he will not stand for re-election to the Board at
Citigroup's next Annual Meeting and will retire from Citigroup
later this year.

Citigroup Chief Executive Officer Vikram Pandit stated, "Sir Win
has been an outstanding Board member and Chairman as well as a
trusted advisor to me during my time at Citi.  He agreed to take
on senior leadership roles at Citigroup more than a year ago
during a critical time for the company, and over the years has
made very substantial contributions to this global enterprise.  We
thank Sir Win for his wise and sage counsel, as well as for his
insightful guidance, and wish him nothing but continued success
for the future."

Mr. Parsons said, "It is an honor to succeed Sir Win.  He helped
guide Citigroup during its period of stellar growth, and later was
drafted to lead the company at a tumultuous time.  The Board is
especially grateful that he met that challenge with distinction.
I look forward to continuing to work with the Board and management
of Citi in my new capacity as we continue to strengthen the
company's core franchise and build value for our shareholders.  As
always, we will strive to provide superior service to our clients
and maintain a dynamic workplace for our employees."

"When I was asked on short notice in November 2007 to become
Acting Chief Executive and then in December 2007 to become
Chairman of the Board of Citi, I accepted with the understanding
that it would be for a limited but entirely flexible period," said
Sir Win.  "Additionally, I had a personal objective that my
succession should be a smooth process in the best interests of
Citi.  Today, that objective has been met and I am pleased to hand
over the role of Chairman to Lead Independent Director Richard
Parsons as the company is about to embark on a new direction under
Vikram.  Dick brings to the position a great deal of talent,
knowledge of our institution, and service in the critical
government, finance and media sectors.  These attributes will be
exceedingly valuable to Citi in these unchartered times."

Sir Win has had a distinguished and successful career in financial
services.  Prior to joining Citigroup, he served as Chairman of
Schroders PLC before the investment banking business was acquired
by a Citigroup predecessor company.

"There are many talented and dedicated employees and friends who
have served Citi, its predecessor companies, and our clients with
considerable success for many years.  My best wishes for what will
be a challenging -- but I believe, ultimately, a positive --
future go with them and with the management team led so vigorously
and ably by Vikram," added Sir Win.

Mr. Pandit continued, "Richard Parsons is already an invaluable
asset to Citi.  He is an outstanding business leader with a broad
and deep understanding of the banking industry.  With his proven
record of turning around Dime Bancorp and Time Warner, as well as
his work with a wide range of government regulators, Dick is
uniquely qualified to lead the Citi Board and help guide the
company's strategic corporate realignment into two distinct
operating units.  Dick will surely play an integral role in
helping us place Citi back on the right track and returning the
company to a position of sustainable financial success."

Mr. Parsons is an experienced and accomplished corporate leader.
Previously, Parsons served as Chairman and Chief Executive Officer
of Dime Bancorp, Inc., where he successfully worked with
government regulators to enable the bank to continue as a private
sector enterprise.  He has also previously served in the positions
of President, Chief Executive Officer and Chairman at Time Warner,
where he led the company's turnaround after its merger with
America Online in 2000.  Prior to that, Mr. Parsons was managing
partner of the New York law firm Patterson, Belknap, Webb & Tyler,
and held various positions in the state and federal government,
including as counsel for Nelson Rockefeller and senior White House
aide under President Gerald Ford.

Mr. Parsons continued, "One of my top priorities will be to ensure
the Board remains committed to strong, independent corporate
governance -- especially in today's challenging economic
conditions.  I also will work to reconstitute the Board as
directors retire with new members who bring strong, proven
business judgment and financial and banking sector expertise."

                       About Citigroup

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

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


CLEAR CHANNEL: CEO & CFO Agree to New Compensation Pacts
--------------------------------------------------------
Clear Channel Communications Inc. reported that CEO Mark Mays and
Chief Financial Officer Randall Mays have agreed to new
compensation agreements that cut their base salaries by more than
40% and reduce their bonuses.

Sarah McBride at The Wall Street Journal reports that under the
new agreements, Messrs. Mays will each get $500,000 in base salary
this year.  The report says that under the old agreements, CEO
Mark Mays would get $895,000, while CFO Randall Mays would get
$875,000.  The report states that after 2009, their minimum base
salaries would increase to $1 million.

The new agreements say that bonuses for Messrs. Mays will based on
earnings before income, taxes, depreciation, and amortization,
instead of operating income before depreciation and amortization,
noncash compensation, and gain or loss on disposition of assets,
WSJ relates.  The two executives, says the report, will earn a
bonus only if Clear Channel meets more than 90% of its earnings
targets, while in the old agreement, they were due bonuses if the
firm reached at least 80% of its operating income targets.

WSJ says that once Clear Channel achieves 100% of its target, the
new bonuses to Messrs. Mays will be paid out according to a
schedule that allows for a bonus of $2 million for each executive,
while in the old schedule the bonus started at about $6.63 million
for achieving 80% of operating income.  The two executives, WSJ
states, could get a bonus of up to $4 million under the new
agreements.

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by the Troubled Company Reporter on Jan. 7, 2009,
participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
49.80 cents-on-the-dollar during the week ended January 2, 2009.
This represents a drop of 1.87 percentage points from the previous
week.  Clear Channel Communications pays interest at 365 points
above LIBOR.  The bank loan matures on December 30, 2015. The bank
loan carries Moody's B1 rating and Standard & Poor's B rating.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Clear Channel planned to lay off about 1,500 workers, or 7% of its
staff in the U.S.  Clear Channel has 20,000 workers in the U.S.
The layoffs will mostly affect employees in ad sales.  Clear
Channel will implement other cuts to save almost
$400 million.


CONSECO INC: To Restrict Trading of Shares to Keep Value of NOLs
----------------------------------------------------------------
Conseco, Inc.'s board of directors has adopted a stockholder
rights plan designed to protect stockholder value by preserving
the value of certain tax assets primarily associated with tax net
operating loss carryforwards under Section 382 of the Internal
Revenue Code.  Section 382 would limit the value of those tax
assets upon an "ownership change."  The rights plan was adopted to
reduce the likelihood of this occurring by deterring the
acquisition of stock that would create "5% shareholders" as
defined in Section 382.

Under the rights plan, one right will be distributed for each
share of common stock of Conseco outstanding as of the close of
business on Jan. 30, 2009.  Effective Jan.20, 2009, if any person
or group, subject to certain exemptions, becomes a "5%
shareholder" of Conseco without the approval of the board of
directors, there would be a triggering event causing significant
dilution in the voting power and economic ownership of that person
or group.  Existing stockholders who currently are "5%
shareholders" will trigger a dilutive event only if they acquire
additional shares that would increase their percentage ownership
of Conseco by more than 1 percent without prior approval from the
board.

"The stockholder rights plan protects the interests of all
stockholders from the possibility of losing substantial value
through further limitations on the company's ability to utilize
its net operating loss carryforwards under Section 382," said
Conseco CEO Jim Prieur.  "The rights plan, similar to those
adopted by other publicly-held companies, is not intended for
defensive or anti-takeover purposes, but to preserve stockholder
value, and is in the best interests of Conseco's stockholders."

The rights plan will continue in effect until Jan. 20, 2012,
unless earlier terminated or redeemed by the board.  Conseco's
Audit Committee will review the company's NOL assets annually and
will recommend amending or terminating the rights plan based on
its review.  Additionally, the board has resolved to submit the
continuation of the rights plan to a vote at the next annual
meeting of the stockholders in May 2009.  If stockholders do not
approve the plan, it will be terminated.  In this regard, the
rights plan was drafted to conform to previous plans approved by
RiskMetrics Group fka Institutional Shareholder Services.

A full-text copy of the Section 382 Rights Agreement is available
for free at http://ResearchArchives.com/t/s?3864

                       About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


CONSTAR INT'L: Gets Final Approval to Use $75MM Citicorp Facility
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Constar International Inc. and its affiliated debtors
to borrow, on a final basis, $75 million under a senior secured
superpriority debtor-in-possession and exit credit agreement with
a syndicate of financial institution including Citicorp USA Inc.,
as administrative agent; Wells Fargo Foothill Inc., as sole
syndication and documentation agent; and Citigroup Global Markets
Inc., as book manager and arranger.

The proceeds of the facility will be used for (i) working capital
and other general corporate purposes of the Debtors; (ii) to meet
cash collateral requirements; (iii) to pay allowed prepetition
claims payments; (iv) to finance the construction or improvement
of any property; and (v) to repay in full the indebtedness and
obligations outstanding under the secured prepetition facility.

Interest will be payable on the unpaid principal amount of all
advances made under facility at a rate per annum equal to:

   i) the applicable margin plus Citibank N.A.'s fluctuating Base
      Rate payable monthly in arrear;

  ii) the applicable margin plus the greater of the current LIBO
      rate and 3% per annum payable in arrears at the ende of th
      relevant interest period.

The facility will bear interest at an additional 2% per annum in
the event of default.  In addition, the facility is subject to
carve-outs to pay unpaid fees of the clerk of the Court and the
United States Trustee and the aggregate amount allowed unpaid fees
to professionals of the Debtors or any statutory committee.  There
is a $2.25 million carve-out to pay any fees and expenses incurred
by professionals retained by the Debtors or any committee.

To secure their obligations, the Debtors granted to the lenders
priority over all administrative expenses over any and all
administrative expenses claims.

The Debtors agreed to pay a host of fees including a $1.12 million
upfront fee and $375,000 closing fee, among other things.

The DIP facility contains customary and appropriate events of
default.

According to the Troubled Company Reporter on Jan. 7, 2009,
the Debtors received interim Bankruptcy Court approval of its
debtor-in-possession financing.  The DIP financing includes the
option for the company to convert it into a three-year exit
financing facility, subject to satisfying certain conditions.

The DIP and exit financing are being provided by the Debtors'
existing bank lenders.  Constar will use the interim DIP financing
and cash generated from its operations to continue to pay vendors
and to provide operational and financial stability as it proceeds
with its restructuring.

Michael Hoffman, President and Chief Executive Officer of Constar,
commented, "The Court's approval of our DIP financing is a
significant step in our reorganization process and one we are
pleased to have accomplished.  We appreciate the ongoing support
of our loyal customers, committed suppliers and dedicated
employees as we progress with our plans to quickly emerge from
bankruptcy."

A full-text copy of the Debtor's senior secured superpriority
debtor-in-possession and exit credit agreement is available for
free at http://ResearchArchives.com/t/s?386b

                   About Constar International

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

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


COOPER-STANDARD: Lenders OK Prepayment of Term Loan at Discount
---------------------------------------------------------------
Cooper-Standard Holdings Inc., Cooper-Standard Automotive Inc.,
Cooper-Standard Automotive Canada Limited, Cooper-Standard
Automotive International Holdings B.V. (f/k/a Steffens Beheer BV),
on December 18, 2008, entered into the Third Amendment to Credit
Agreement, among Holdings, the U.S. Borrower, the Canadian
Borrower, the Dutch Borrower, the lenders who are party thereto,
and Deutsche Bank Trust Company Americas, as administrative agent,
amending certain provisions of the parties' Credit Agreement,
dated as of December 23, 2004.

The lending consortium under the 2004 agreement are Lehman
Commercial Paper Inc., as syndication agent, and Goldman Sachs
Credit Partners, L.P., UBS Securities LLC and The Bank of Nova
Scotia, as co-documentation agents.

The Amendment provides that the U.S. or Canadian Borrower may
voluntarily prepay, up to a maximum amount of $150,000,000, of one
or more tranches of its term loan debt under the Credit Agreement
held by participating lenders at a discount price to par to be
determined pursuant to certain auction procedures.  The
prepayments may be financed with cash of the U.S. Borrower and its
Subsidiaries, if the U.S. Borrower and its Subsidiaries meet, on a
consolidated basis, certain conditions set forth in the Amendment
including a $125,000,000 minimum liquidity requirement (which
amount includes cash and cash equivalents and any amounts
available to be drawn under the Credit Agreement's revolving
credit facility).

The prepayments may not be made from the proceeds of loans drawn
under the Credit Agreement's revolving credit facility.  The
prepayments may also be financed with the proceeds of certain
equity contributions from holders of equity of the U.S. Borrower.
Under the terms of the Amendment, any prepayments will reduce the
amount of term loans outstanding and payable in indirect order of
maturity.

Additionally, the U.S. or Canadian Borrower, as applicable, has
agreed to pay to each lender that consented to the adoption of the
Amendment prior to a specified deadline, a non-refundable consent
fee in an amount equal to 0.05% of the aggregate of the lender's
loans, loan commitments and other participations outstanding under
the Credit Agreement as of the effective date of the Amendment.

Based in Novi, Michigan, Cooper-Standard Holdings Inc., through
its wholly owned subsidiary Cooper-Standard Automotive Inc., is a
global manufacturer of body and chassis and fluid handling
components, systems, subsystems, and modules, primarily for use in
passenger vehicles and light trucks for global original equipment
manufacturers and replacement markets.  The Company conducts
substantially all of its activities through its subsidiaries.


COOPER-STANDARD: S&P Affirms 'CC' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Cooper-Standard Automotive Inc., including the 'CC' corporate
credit rating.  At the same time, S&P removed the ratings from
CreditWatch, where they had been listed with negative implications
on Nov. 13, 2008.  The outlook is negative.

The ratings reflect the company's announcement that it has
received bank permission to repurchase term loan debt at a
discount from par using an auction.

"We expect Cooper-Standard to commence an auction for up to
$150 million of term loan debt at a discount.  Under our criteria,
we view a formal cash tender offer or exchange offer at a discount
by a company under substantial financial pressure as a distressed
debt exchange and tantamount to a default," S&P says.

"In conjunction with an exchange offer, we will lower our
corporate credit rating on Cooper-Standard to 'SD' (selective
default) and lower our ratings on issues repurchased under the
offer to 'D' (default) upon completion of that offer," said
Standard & Poor's credit analyst Nancy C. Messer.  S&P will then,
shortly thereafter, assign a new corporate credit rating,
representative of the default risk, after the financial
restructuring.

The 'CC' corporate credit rating does not reflect a perceived
increase in Cooper-Standard's bankruptcy risk.  The tender offer,
if successful, will decrease the risk of a default since it will
reduce debt and cash interest expense.

"Rather, our downgrade is based on the financial pressure that
Cooper-Standard is under to reduce its debt burden by retiring
debt for less than originally contracted. Similarly, investors'
potential willingness to accept a substantial discount to
contractual terms provides evidence that they have significant
doubts about receiving full payment on obligations, even though
the term loan debt is secured and senior to some $530 million of
junior debt.  Cooper-Standard is likely to use cash received from
its equity sponsor to complete any repurchase offer because the
company's $125 million revolving credit agreement cannot be used
to fund the term loan repayment," S&P adds.


CPI PLASTICS: Files for Bankruptcy Protection in U.S. and Canada
----------------------------------------------------------------
CPI Plastics Group Ltd., the plastics maker based in Mississauga,
Ontario, sought bankruptcy protection in Canada and the U.S.,
blaming the deepening U.S. recession and rising prices of raw
materials, Bloomberg News reports.

CPI Plastics, in its Chapter 15 petition, asked the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to enter an
order requiring U.S. creditors be governed by its Canadian
reorganization and blocking them from filing lawsuits.

CPI Plastics said on January 7 that it has been unable to
withstand the ravages of the current economic crisis and has been
unable to gain the support of its secured lender to restructure
CPI's financial affairs.  After the close of markets on Jan. 7,
the lender demanded immediate repayment of all of CPI's credit
facilities and notified CPI that the lender intends to enforce its
security over all of CPI's assets if repayment cannot be made.

In its Jan. 7 statement, the company said, "CPI understands that
the lender will move immediately for the court appointment of an
interim receiver over all of CPI's assets.  CPI does not intend to
object to the appointment."

CPI also announced Peter F. Clark resigned as Chief Executive
Officer and as a director of CPI effective January 7.  All of
CPI's other directors have also resigned or indicated their
intention to resign.

                        About CPI Plastics

CPI Plastics Group Ltd. is a Canadian-based plastics processor and
a recognized international leader in thermoplastics profile
design, engineering, processing and value added manufacturing. CPI
is comprised of three key divisions.  CPI's Outdoor Living
Products Group manufactures and markets Eon(R) Decking and Fencing
Systems, as well as high value-added cladding and accessory
components to the outdoor hot tub industry. CPI's Film Products
Group manufactures and markets the Rack Sack(R) household refuse
management system and a wide range of branded and private label
household and industrial refuse bags. CPI's Custom Products Group
supplies leading OEM manufacturers with custom profile solutions
to enhance quality, cost effectiveness and process ability.

Based in Mississauga, Ontario and Pleasant Prairie, Wisconsin,
CPI's dedicated team of over 600 employees currently manufactures
out of six plants occupying 530,000 square feet of manufacturing
space and housing over 135 extruders.


DAIMLERCHRYSLER FINANCIAL: S&P Says Fiat Deal Won't Impact Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
automaker Chrysler LLC (CC/Negative/--) and finance affiliate
DaimlerChrysler Financial Services Americas LLC (CCC-/Watch Dev/
--) are not immediately affected by the announcement that Fiat
SpA (BBB-/Negative/A-3) may acquire a 35% equity interest in
Chrysler as part of a broad alliance.  Under the non-binding
agreement, no upfront cash will be paid by Fiat to Chrysler.  The
two companies will share vehicle platforms and Fiat will provide
access to its small engine capability.

"We view Fiat's possible stake and resulting collaboration as just
one component of Chrysler's viability plan, which is to be
submitted to the U.S. government by Feb. 17.  Chrysler would need
to address some related issues, including Chrysler's existing
agreement with Nissan Motor Co. Ltd. for a Nissan-produced,
Chrysler-branded small car to be sold in the U.S., as well as the
future of Daimler AG's existing 20% stake in Chrysler," S&P says.

"Our most serious concern regarding Chrysler remains the pressure
on the company's liquidity during 2009 from the very weak state of
most global automotive markets and the constrained state of the
capital markets.  We believe that the Chrysler-Fiat alliance could
create substantial cost savings over time, but that significant
execution risks exist, including the possible need for incremental
liquidity to accelerate benefits.

"We would be skeptical that a Chrysler-Fiat partnership alone
could address our primary concern for Chrysler, which is a dearth
of current liquidity.  However, we believe that the viability plan
that Chrysler plans to submit will propose changes to the debt
structure and labor agreements that could help reduce cash use.
We continue to expect that Chrysler could approach its lenders for
a reduction in debt or an exchange at a substantial discount to
par -- which we consider tantamount to a default -- and our 'CC'
rating reflects that opinion."


DAUFUSKIE ISLAND: Files for Bankruptcy in South Carolina
--------------------------------------------------------
Daufuskie Island Properties LLC, also known as Daufuskie Island
Resort & Breathe Spa, sought bankruptcy protection from creditors
before the U.S. Bankruptcy Court for the District of South
Carolina.

In its bankruptcy petition, the company disclosed assets of
$97,111,345, and debts of $88,209,016.

"Like so many others, we, too, have had to respond and react to
the extreme fluctuations and confusion in the markets.  We have
had to lay-off more employees than usual in our winter season,
long-time employees that we care about and that has been a
difficult and emotional process," The Beaufort Gazette cited Tim
Foley, asset manager for Daufuskie Island Properties, as saying.

Beaufort Gazette reported in mid-December that almost all hourly
staffers were fired from the Daufuskie resort and that a hotel
owned by the resort's owners in Arizona filed for bankruptcy.

Daufuskie Island owes about $16.6 million to creditors without
collateral backing their claims and about $71.6 million to secured
creditors, court papers show, according to Bloomberg.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operates the Daufuskie Island Resort & Breathe Spa.  The company
was owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.


DAUFUSKIE ISLAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Daufuskie Island Properties LLC
        aka Daufuskie Island Resort & Breathe Spa
        421 Squire Pope Road
        Hilton Head Isla, SC 29926

Bankruptcy Case No.: 09-00389

Type of Business: The Debtor operates hotels and motels.

                  See: http://www.daufuskieislandresort.com/

Chapter 11 Petition Date: January 20, 2009

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  inn@nosslaw.com
                  Ivan N. Nossokoff, LLC
                  1470 Tobias Gadson Blvd., Suite 107
                  Charleston, SC 29407
                  Tel: (843) 571-5442

Estimated Assets: $97,111,345

Estimated Debts: $88,209,016

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
CSE Mortgage LLC                                 $8,963,584
Capital Source
4445 Willard Ave., 12th flr.
Chevy Chase, MD 20815

Beach First National Bank      mortgage;         $6,147,173
1000 William Hilton Pky.       value: $5,700,000
Suite F4                       net unsecured:
Hilton Head Isla, SC 29928     $447,173

Beach Cottages III                               $837,592
421 Squire Pope Road
Hilton Head Isla, SC 29928

The West Paces Hotel Group                       $379,403

The Greenery Inc.                                $300,202

Coastal Connections Inc.                         $262,751

Sysco Food Services Columbia                     $218,415

Palmetto Ferry Company                           $179,227

United Healthcare Insurance                      $169,940

Troon Golf                                       $145,148

McNair Law Firm, PA                              $133,533

Textron Business Services                        $127,557

Hutchinson Island Terminal LLC                   $120,044

Wachovia Insurance Serv-GV SC                    $104,806

Guest Relations                                  $103,297

Beaufort County Council                          $103,104

Beaches Cottages III                             $101,161

Turf Equipment Leasing Company                   $75,528

South Carolina Electric &                        $69,681
Gas

Hargray Communications                           $69,088

The petition was signed by Gayle Bulls Dixon.


DENNY'S CORP: Board Approves Amendments to Company's By-Laws
------------------------------------------------------------
The board of directors of Denny's Corporation approved amendments
to the company's by-laws which in summary:

    i) clarified and addressed in greater detail the requirements
       for stockholders to nominate directors or present other
       items of business at an annual meeting;

   ii) provided that the time periods for stockholders to give
       notice of nominations or other business at an annual
       meeting be established by reference to the date of the
       prior year's meeting rather than prospectively to the date
       of the current year's meeting;

  iii) provided certain additional information required to be set
       forth in or accompany a stockholder's notice of a director
       nomination or other items of business to be presented at
       an annual meeting including, in addition to ownership of
       stock, any derivative positions held or hedging or other
       transactions entered into by the stockholder which may
       affect the stockholder's voting power, and any relationship
       or arrangement of the stockholder and its affiliates with
       the nominee or with respect to the business proposed;

   iv) clarified the requirements for the conduct of business at
       special meetings of stockholders and, if applicable,
       advance notice of nominations by stockholders at special
       meetings;

    v) clarified the majority voting requirement for matters
       presented to the stockholders for approval, including the
       election of directors, as a majority of votes cast;

   vi) clarified that the rights of indemnitees under the
       indemnification provision of the by-laws are contract
       rights and cannot be retroactively impaired;

  vii) added various provisions for electronic communication with
       and meetings of stockholders; and

viii) made other minor clarifying and conforming changes to the
       by-laws.

The amended by-laws are effective as of Nov. 12, 2008.

A full-text copy of the Bylaws Of Denny's Corporation is available
for free at http://ResearchArchives.com/t/s?3869

                      About Denny's Corp.

Denny's Corporation's consolidated balance sheet as of Sept. 24,
2008, showed $357.68 million in total assets, $517.36 million in
total liabilities, resulting to $159.68 million in shareholders'
deficit.

At Sept. 24, 2008, the company's consolidated balance sheet also
showed strained liquidity with $54.17 million in total current
assets available to pay $112.435 million in total current
liabilities.


DENNY'S CORP: Files Certificate of Elimination for Pref. Stock
--------------------------------------------------------------
Denny's Corporation disclosed in a filing with the Securities and
Exchange Commission that the company filed the Certificate of
Elimination under Section 151(g) of the Delaware General
Corporation Laws to eliminate the Certificate of Designation filed
on Aug. 27, 2004, governing the company's Series A Junior
Participating Preferred Stock.

The board of directors of the company authorized the filing of a
Certificate of Elimination to eliminate the designation of the
series of preferred stock underlying the stockholders' rights
plan.  The authorization was in connection with the Dec. 30, 2008,
expiration of the stockholders' rights plan of the company.

A full-text copy of the Certificate of Elimination of the Series A
Junior Participating Preferred Stock of Denny's Corporation dated
Jan. 5, 2009, is avaialble for free at:

               http://ResearchArchives.com/t/s?3868

Based in Spartanburg, South Carolina, Denny's Corporation (Nasdaq:
DENN) -- http://www.dennys.com/-- is a full-service family
restaurant chain, consisting of 354 company-owned units and 1,191
franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

Denny's Corporation's consolidated balance sheet as of Sept. 24,
2008, showed $357.68 million in total assets, $517.36 million in
total liabilities, resulting to $159.68 million in shareholders'
deficit.

At Sept. 24, 2008, the company's consolidated balance sheet also
showed strained liquidity with $54.17 million in total current
assets available to pay $112.435 million in total current
liabilities.


DENNY'S CORP: Reports Sales for Quarter & Year Ended Dec. 31
------------------------------------------------------------
Denny's Corporation reported same-store sales for its company-
owned and franchised restaurants during the quarter and year ended
Dec. 31, 2008, compared with the related periods in fiscal year
2007.

Nelson Marchioli, president and chief executive officer, stated,
"We expect to report continued income growth in the fourth quarter
despite the ongoing macroeconomic decline.  While driving customer
traffic remained difficult, we executed on our strategic
initiatives and cost-saving actions in order to protect our
operating margins and cash flow.  In the fourth quarter, we sold
17 additional restaurants to franchisees under our Franchise
Growth Initiative, for a total of 79 restaurants sold in 2008.
The FGI program enabled Denny's to open 34 new restaurants in
2008, its most successful development year since 2002."

                         4th Quarter      Full Year
                         -----------     ----------
                         2008   2007     2008   2007
  Same-Store Sales
  ----------------
Company Restaurants     (3.2%) (1.2%)   (1.4%)  0.3%
Franchised Restaurants  (7.2%)  0.3%    (4.6%)  1.7%
System-wide Restaurants (6.1%) (0.2%)   (3.7%)  1.2%

  Company Restaurant Sales Detail
  -------------------------------
Guest Check Average      4.6%   6.3%     5.9%   4.6%
Guest Counts            (7.5%) (7.1%)   (6.9%) (4.1%)

The Denny's system is now comprised of 80% franchised and licensed
restaurants and 20% company restaurants compared with 66%
franchised and licensed restaurants and 34% company restaurants
prior to the launch of FGI in 2007.  In addition to the FGI
transactions completed in the fourth quarter, Denny's franchisees
opened 12 new restaurants bringing the total number of new Denny's
opened across the system in 2008 to 34, which represents a 48%
increase in new restaurant development over the prior year.

Based on preliminary, unaudited results for the fourth quarter of
2008, Denny's expects to meet or exceed its previous guidance for
full-year adjusted income before taxes of $20 million, which
represents an increase of more than 90% over the prior year.  The
improvement in Denny's 2008 earnings is attributable to growth in
its higher-margin franchise business and proactive food cost
management, as well as lower depreciation expense from asset sales
and lower interest expense from debt reduction.  In addition,
Denny's expects to report total operating revenue of approximately
$184 million compared with $220 million in the prior year period
due primarily to the sale of 79 company restaurants over the last
four quarters.

Denny's expects to release financial and operating results for its
fourth quarter and year ended Dec. 31, 2008, after the markets
close on Wednesday, Feb. 18, 2009.

                      About Denny's Corp.

Denny's Corporation's consolidated balance sheet as of Sept. 24,
2008, showed $357.68 million in total assets, $517.36 million in
total liabilities, resulting to $159.68 million in shareholders'
deficit.

At Sept. 24, 2008, the company's consolidated balance sheet also
showed strained liquidity with $54.17 million in total current
assets available to pay $112.435 million in total current
liabilities.


DILLARD'S INC: Moody's Cuts Corporate Family Rating to B2
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of Dillard's, Inc. (Dillard's)
to B2 from B1. At the same time, the senior unsecured note rating
was downgraded to B3 from B2, the subordinated note rating was
downgraded to Caa1 from B3, and the rating on the preferred stock
of Dillard's Capital Trust 1 was downgraded to Caa1 from B3. A
negative outlook was assigned. This action completes the review
for possible downgrade initiated on October 24, 2008.

The downgrades reflect Dillard's weakening credit metrics due to
recent poor operating performance. EBITA to interest has fallen to
0.2 times for the twelve months ended November 1, 2008. The
downgrade also reflects the continuing lack of profitability in
the company's retail operation, the continuing negative comparable
store sales, and the continuing pressure on margins and cash flow
due to the weak economy which has led to reduced consumer
spending.

These ratings were downgraded:

   Dillard's Inc.

     -- Corporate family rating to B2 from B1,

     -- Probability of default rating to B2 from B1,

     -- $857 million senior unsecured notes to B3 (LGD 4, 64%)
        from B2 (LGD 5, 72%), and

     -- $200 million subordinated notes to Caa1 (LGD 5, 89%) from
        B3 (LGD 6, 95%)

   Dillard's Capital Trust I

     -- $200 million preferred stock to Caa1 (LGD 5, 89%) from B3
        (LGD 6, 95%)

The outlook on all ratings is negative.

The last rating action on this company was on October 24, 2008
when all ratings were placed under review for possible downgrade.

Dillard's is a regional department store chain, headquartered in
Little Rock, Arkansas.  It operates approximately 318 department
stores and nine clearance centers in 29 U.S. states located
primarily in the southeast, southwest, and mid-west.  Revenues
for the twelve months ended November 1, 2008 were approximately
$7.0 billion.


DRUMMOND CO: S&P Revises Bank Loan Recovery Rating to '4'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Drummond Co. Inc.'s (BB-/Stable/--) senior secured revolving
credit facility and term loan due 2011 and senior unsecured notes
due 2016.  The issue rating on the facilities and notes is 'BB-'
and the recovery rating was revised to '4' from '3', indicating
S&P's expectation of average (30% to 50%) recovery in the event of
a payment default.

The recovery rating revision comes as a result of the company's
recently announced addition of a $200 million 364-day revolving
facility (which S&P does not rate) to its capital structure.  The
facility is treated as senior to the existing bank facilities
because of its stronger security package.

Ratings List
Drummond Co. Inc.
                               To        From
                               --        ----
Senior secured                BB-       BB-
  Recovery rating              4         3
Senior unsecured              BB-       BB-
  Recovery rating              4         3


ECLIPSE AVIATION: Court Okays Sale to EclipseJet Aviation
---------------------------------------------------------
New Mexico Business Weekly reports that the Hon. Mary Walrath of
the U.S. Bankruptcy Court for the District of Delaware has
approved the sale of Eclipse Aviation Corp.'s assets to ETIRC
Aviation affiliate EclipseJet Aviation International Inc. for a
combination of cash, equity, and debt.

As reported by the Troubled Company Reporter on Jan. 16, 2009,
Eclipse Aviation's auction was cancelled, after the company failed
to attract any qualified bids by the Jan. 13 deadline.  The lack
of bids let Eclipse Aviation's largest shareholder, ETIRC
Aviation, proceed with plans to buy the bankrupt company.

According to New Mexico Business, EclipseJet Aviation will pay
$28 million in cash for Eclipse Aviation, plus $160 million in
newly issued notes, and an offer of 15% equity in the new firm to
senior secured note holders.

The sale must close and until that happens, no details are
available about the final resolution of unsecured liabilities, New
Mexico Business relates, citing Eclipse Aviation spokesperson
Keith Spondike.  The report quoted him as saying, "While the judge
verbally approved the sale today [Jan. 20], the actual close has
to take place.  Until that happens, ETIRC is not yet technically
the owner, so there are still no answers to a lot of questions."

New Mexico Business states that after Judge Walrath approves the
administrative paperwork, she would decide on some unresolved
objections made by parties in Court.  Mr. Spondike, according to
New Mexico Business, said that the judge would rule on a request
by 24 Eclipse clients with outstanding deposits on jets that
planes on the assembly floor be declared as theirs, rather than as
assets to be transferred to the new company.

                      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.


EL POLLO: Moody's Downgrades Corp. Family Rating to Caa1
--------------------------------------------------------
Moody's Investors Service downgraded El Pollo Loco, Inc.'s
Corporate Family Rating and Probability of Default rating to Caa1
from B3, its senior credit facilities rating to B1 from Ba3, and
11.75% senior unsecured notes due 2013 to Caa2 from Caa1.  The
rating outlook is negative.  Concurrently, the company's
speculative grade liquidity rating is affirmed at SGL-4.

The downgrades reflect El Pollo's weaker than expected recent
financial results and continuously deteriorating same store sales,
as well as Moody's expectation that its operating result will
remain under pressure given the weak macro-economic environment.
The downgrades also reflect mounting liquidity concerns resulted
from the lower EBITDA generation that places El Pollo at risk for
a potential financial covenant violation.

As of the end of the third quarter of 2008 (September 24, 2008),
El Pollo's debt/EBITDA was above 7.0x and EBITA/Interest below
1.0x, both metrics are more commensurate with the Caa rating
category.  The company's weak performance has been largely
attributable to the eroding guest traffic as consumers cut back on
eating-out in a recessionary economy, as well the margin pressures
from high commodity price and wage increases.  Moody's expects El
Pollo's same store sales are likely to remain stagnant and new
unit expansion would likely slow down in 2009, resulting in weak
top-line growth in the coming year.  In addition, Moody's
anticipates the raw material input costs, in particular chicken
products, would likely increase materially from 2008 level after
the existing chicken supply contracts expire in March 2009, which
in turn would further pressure its margin and credit metrics.

The speculative grade liquidity rating of SGL-4 indicates El
Pollo's expected weak liquidity in the next twelve months.
Moody's cautions the significant challenges the company might face
in the next 6-12 months to remain in compliance with financial
covenants in the credit agreement, in particular the leverage
ratio requirement which is scheduled to step down at year end 2008
and in the second and fourth quarter in 2009.  While an equity
cure could potentially help the company avoid a covenant
violation, the credit agreement contains stipulations that would
limit the benefit of these cure rights.  Therefore, the company
may still need to obtain an amendment or waiver from its senior
lenders in the near-to-medium term to avoid a covenant default.

The negative outlook contemplates El Pollo's constrained liquidity
and deteriorating operating trends.  Ratings would likely be
lowered if the company is unable to obtain amendments or waivers
from its lenders, and/or its operating and credit metrics further
deteriorate.  The rating outlook could be revised to stable if
covenant compliance issues are resolved in a manner that results
in comfortable covenant compliance going forward.

Moody's last rating action for El Pollo occured on January 29,
2008 when its CFR was confirmed at B3 with negative outlook.

El Pollo Loco Inc, headquartered in Irvine, California, is a
quick-service restaurant chain specializing in flame-grilled
chicken and other Mexican-inspired entrees.  The company operates
or franchises approximately 411 restaurants primarily around Los
Angeles and throughout Southwestern US, and generated total
revenues of approximately $293 million in the last twelve months
ended September 24, 2008.


ENCAP GOLF: Plan to Emerge From Bankruptcy Faces New Opposition
---------------------------------------------------------------
John Brennan at Northjersey.com reports that Lyndhurst and the
Department of Environmental Protection have opposed EnCap Golf
Holdings LLC's plans to emerge from bankruptcy court and move
forward with the Meadowlands redevelopment project.

As reported by the Troubled Company Reporter on Jan. 20, 2009, the
New Jersey Meadowlands Commission and the boroughs of Rutherford
and North Arlington asked the U.S. Bankruptcy Court for the
Northern District of New Jersey to deny EnCap Golf and of the
Trump Organization from soliciting votes and seeking confirmation
of their competing reorganization plans for because the plans are
not confirmable.  EnCap and Trump Organization filed competing
Chapter 11 plans for the Debtors.  EnCap Golf's plan involves
finishing landfill cleanup and prepping a 785-acre Meadowlands
property for sale in hopes of keeping claim holders at bay.  EnCap
Golf said the proposal would maximize investors' assets by
remediating the contaminated site.  EnCap Gold has warned that
years of costly, taxpayer-financed litigation could follow if the
Plan were rejected.  Michael Sirota, an attorney for EnCap Golf,
said that private stakeholders could also face tremendous risk.

Northjersey.com relates that Wachovia Bank, Mactec, and a pair of
secured creditors have also opposed the Plans.

According to Northjersey.com, Jeffrey Cooper, the attorney for
Lyndhurst, said that EnCap Golf owes the township almost
$9 million, which includes:

     -- unpaid real estate taxes of $2.4 million;

     -- unpaid payments in lieu of taxes for the unbuilt golf and
        housing complex, totaling $4.5 million; and

     -- repayment of $1.7 million in bills for Field Turf that
        were assumed by the township for the ballfields EnCap
        Golf promised to construct.

Northjersey.com states that a state attorney representing the
Department of Environmental Protection said that the agency was
improperly listed as a member of a "working group" of interested
parties in the Plans.  The agency is the regulator of the site
work, the report says, citing the attorney.  According to the
report, the agency is against the plans' efforts to use
$40 million of its money to clean up the site.

Judge Novalyn Winfield will review EnCap Golf's reorganization
plan on Jan. 27, 2009, Northjersey.com reports.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.

The Debtors filed their chapter 11 plan on September 30, 2008.
Trump Organization delivered a competing plan the following day.


ETHOS ENVIRONMENTAL: Inks Settlement Deal with MKM Opportunity
--------------------------------------------------------------
Ethos Environmental, Inc., entered into a Settlement Agreement and
General Release with MKM Opportunity Master Fund, Limited, a
Cayman Islands corporation and non-affiliated investor, pursuant
to which the company and MKM amended the terms and conditions
relating to a series of transactions by and between the company
and MKM.

In August 2008, Ethos issued a Convertible Promissory Note to MKM
for the principal amount of $300,000.  At that same time, in
August 2008, Ethos issued a Common Stock Purchase Warrant to MKM
for 1,000,000 shares of Ethos common stock.  Subsequently, in
October 2008, Ethos issued a Common Stock Purchase Warrant to MKM
for 500,000 shares of Ethos common stock.  The Note, August
Warrant and October Warrant will collectively be referred to as
the "Prior Agreements."  The parties have resolved to terminate
the Prior Agreements and enter into a new Common Stock Purchase
Warrant and a new Convertible Promissory Note pursuant to terms
and conditions  as fully set forth in the MKM Settlement
Agreement.

Pursuant to the terms of the MKM Settlement Agreement, MKM has
provided additional financing to the company in the amount of
$250,000 and, in exchange, the company has agreed to:

   i) issue to MKM 500,000 shares of the company's common stock;

  ii) pay $5,000 to MKM for legal fees incurred as part of the
      MKM Settlement Agreement;

iii) issue to MKM a five year Common Stock Purchase Warrant to
      purchase up to 1,500,000 shares of company common stock at
      $.25 per share; and,

  iv) issue a replacement Convertible Promissory Note in the
      principal amount of $550,000 bearing simple interest at a
      rate of 10% per annum, which becomes due and payable on
      Sept. 30, 2009.  The MKM Note also contains customary
      events of default.

A full-text copy of the Settlement Agreement and General Mutual
Release is available for free at:

                http://ResearchArchives.com/t/s?3856

A full-text copy of the Convertible Promissory Note is available
for free at:

                http://ResearchArchives.com/t/s?3857

A full-text copy of the Common Stock Purchase Warrant is available
for free at:

                http://ResearchArchives.com/t/s?3858

                         Private Placement

The company is in the process of completing a non-brokered private
placement, subject to market and other conditions, of $1,000,000
of 12% Convertible Debentures.  The Private Placement consists of
20 Units offered at $50,000 per Unit, with each Unit being
comprised of a 12% Convertible Debenture, a Common Stock Purchase
Warrant for the purchase of 100,000 shares of the company's Common
Stock at $0.25 per share and 33,000 shares of the company's Common
Stock as incentive shares for the purchase of each Unit.  The
Private Placement agreements contain standard representations, and
warranties and affirmative and negative covenants.

The 2009 Note carries 12% interest and a 24-month maturity date
and the entire principal amount of the 2009 Note, including any
accrued interest, may be converted into shares of the company's
common stock by election of the Holder at any time at a rate of
$0.25 per share.  Additionally, the company may convert the entire
principal amount of the 2009 Note, including accrued interest,
into shares of the company's common stock if the closing price of
the company's stock as reported on the Over the Counter Markets is
$0.50 or more for 15 consecutive trading days with such conversion
at a rate of $0.25 per share as well.  The 2009 Note also contains
customary events of default.  The 2009 Warrant is exercisable for
an aggregate of 100,000 shares of Common Stock at an exercise
price of $0.25 per share for 3 years from date of issue.

The common stock being sold through this Private Placement has not
and will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirement under the Securities Act.

On Jan. 9, 2009, pursuant to the company's Private Placement, the
company sold two Units to GreenBridge Capital Partners, IV, LLC,
for an aggregate amount of $100,000.  The managing member of GBCP
is Corey P. Schlossmann, its CEO.

On Jan. 9, 2009, pursuant to the company's Private Placement, the
company sold one Unit to Dr. Luis Carrillo in the amount of
$50,000.

                           Dick F. Chase

On Jan. 8, 2009, the company entered into a Settlement Agreement
and Mutual General Release with Dick F. Chase, an individual a
non-affiliated investor pursuant to which the company and
Mr. Chase amended the terms and conditions relating to a
Promissory Note issued by the company on March 31, 2008.
On March 31, 2008, the company issued the 2008 Note to Chase in
the principal amount of $300,000 bearing interest at 12% per
annum, payable monthly in arrears. The 2008 Note was to be due in
full on March 31, 2009.  The company and Mr. Chase have now
amended the 2008 Note in order to convert $50,000 of the principal
amount due under the 2008 Note into one Unit under the Private
Placement.

Additionally, the company will issue a new note in the principal
amount of $250,000 bearing interest at 12% per annum, due in full
on or before Dec. 31, 2009 which provides that Mr. Chase will have
the right to convert any amounts due under the Chase Note into
additional Units as set forth therein.

A full-text copy of the Settlement Agreement And Mutual General
Release is available for free at:

               http://ResearchArchives.com/t/s?3859

A full-text copy of the Promissory Note is available for free at:

               http://ResearchArchives.com/t/s?385a

A full-text copy of the Securities Purchase Agreement is available
for free at:

               http://ResearchArchives.com/t/s?385b

                   About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes a line of
fuel reformulators that contain a blend of low and high molecular
weight esters.  The product adds cleaning and lubrication
qualities to any type of fuel or motor oil.

At Sept. 30, 2008, the company has cash of $32,889, current assets
of $379,439, total assets of $872,652, total liabilities of
$1,594,115, and stockholders' deficit of $721,463.

For three months ended Sept. 30, 2008, the company posted net loss
of $808,023 compared with net los of 2,441,224 for the same period
in the previous year.

For nine months ended Sept. 30, 2008, the company net loss of
$3,795,916 compared with net loss of $13,083,653 for the same
period in the previous year.

As at Sept. 30, 2008, the company has a working capital deficit of
$1,214,676 compared with a working capital deficit of $168,889 for
the year ended Dec. 31, 2007.  The decrease in the working capital
is attributed to the net issuance of $750,000 of promissory notes
that were classified as a current liability given the fact that
the terms of the notes were due on demand.

As at Sept. 30, 2008, the company had three outstanding promissory
note of $1,100,000.

                      Going Concern Doubt

Moore & Associates Chartered, in Las Vegas, expressed substantial
doubt about Ethos Environmental Inc.'s ability to continue as a
going concern after editing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's net loss due to non-cash transactions.


ETHOS ENVIRONMENTAL: Restates Financial Statements for 2007 & 2006
------------------------------------------------------------------
Ethos Environmental Inc. filed with the Securities and Exchange
Commission the first amendment to its Annual Report on Form 10-KSB
for the year ended Dec. 31, 2007, to restate it consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.

The company stated that in the course of preparing its interim
financial statements for its quarterly report for the quarter
ended Sept. 30, 2008, the company discovered a misclassification
of accounts receivable, associated revenue and other accounting
irregularities resulting in a material misstatement of its 2007
interim financial statements for the reported quarters and annual
financial statements for the years ended Dec. 31, 2007, and 2006.
The restatements in the Affected Financial Statements have had a
negative effect on its reported net change in cash and cash
equivalents and a significant impact on its reported consolidated
balance sheets and consolidated statements of operations contained
in the Affected Financial Statements.

The restatement of its consolidated financial statements as a
result of the errors has led its management to conclude that a
material weakness existed in its internal control over financial
reporting as of Dec. 31, 2007, and that Management's Report on
Internal Control over Financial Reporting must also be restated.

                    Restated Financial Results

For the year ended Dec. 31, 2007, the company incurred a net loss
of $24,582,613 compared with a net loss of $16,474,909 for the
year ended Dec. 31, 2006.  The increase in the net loss is
attributed to the fair value of share purchase warrants of
$6,646,171 which was charged to operations in May 2007, and a
decrease of $454,990 in gross margins resulting from lower sales
revenue.

                  Liquidity and Capital Resources

At Dec. 31, 2007, the company has cash of $74,178, current assets
of $760,823, total assets of $1,279,158, total liabilities of
$929,712, and stockholders' equity of $349,446.

As at Dec. 31, 2007, the company has a working capital deficit of
$168,889 compared with a working capital deficit of $4,838,812 for
the year ended Dec. 31, 2006.  The increase in the working capital
was attributed to the payment and settlement of a $4,750,000
Promissory Note that was used to finance the acquisition of the
building, which is recorded as a current liability for the year
ended Dec. 31, 2006.

Subsequent to Dec. 31, 2006, the company and the lender agreed to
modify the Note and extended the due date from January 2007 to
March 31, 2009, and a reduction of the interest rate from 14% per
annum to 12% per annum.  Furthermore, the original conversion
feature of the promissory note was replaced by a share purchase
warrant which allows the warrant holder to purchase up to
1,900,000 common shares of the company at an exercise price of
$2.50 per common share expiring March 31, 2010.

                           Going Concern

As at Dec. 31, 2007, the company had a cash balance of $74,178.
For the years ended Dec. 31, 2007, and 2006, the company recorded
sales revenue of $1,355,141 and $1,521,166 and had gross profit of
$610,005 and $1,064,995, respectively.  The company recorded a net
loss of $24,582,613 for the year ended Dec. 31, 2007 compared with
a net loss of $16,474,909 for the year ended Dec. 31, 2006.

Based on these factors, there is substantial doubt regarding the
company's ability to continue as a going concern.  The
continuation of the company as a going concern is dependent on the
continuation of the company's profitability from its operations,
continued financial support from its shareholders, and the ability
to raise additional equity or debt financing to sustain
operations.

                    Accountant's Certification

On Nov. 19, 2008, Moore & Associates, Chartered, stated that the
restated consolidated financial statements present fairly, in all
material respects, the financial position of Ethos Environmental
Inc. as of Dec. 31, 2007 and Dec. 31, 2006, and the related
restated consolidated statements of operations, stockholders'
equity and cash flows for the years ended Dec. 31, 2007, and
Dec. 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.

A full-text copy of the Form 10-KSB/A is available for free at
http://ResearchArchives.com/t/s?385f

                   About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes a line of
fuel reformulators that contain a blend of low and high molecular
weight esters.  The product adds cleaning and lubrication
qualities to any type of fuel or motor oil.

At Sept. 30, 2008, the company has cash of $32,889, current assets
of $379,439, total assets of $872,652, total liabilities of
$1,594,115, and stockholders' deficit of $721,463.

For three months ended Sept. 30, 2008, the company posted net loss
of $808,023 compared with net loss of 2,441,224 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company net loss of
$3,795,916 compared with net loss of $13,083,653 for the same
period in the previous year.

As at Sept. 30, 2008, the company has a working capital deficit of
$1,214,676 compared with a working capital deficit of $168,889 for
the year ended Dec. 31, 2007.  The decrease in the working capital
is attributed to the net issuance of $750,000 of promissory notes
that were classified as a current liability given the fact that
the terms of the notes were due on demand.

As at Sept. 30, 2008, the company had three outstanding promissory
note of $1,100,000.


EUROFRESH INC: Misses Jan. 15 Payment on 2013 Senior Notes
----------------------------------------------------------
Bloomberg News' Bill Rochelle reports that, for a second year in a
row, Eurofresh Inc., a producer of tomatoes grown in greenhouses,
failed to make the Jan. 15 interest payment on its 11.5% senior
notes of 2013.

Willcox, Arizona-based Eurofresh has a 30-day grace period before
the debt can be declared due and payable, the report says.  The
company is using the grace period to analyze strategic issues and
to hold talks with lenders owed $69.9 million on a secured
revolving credit and term loan.

Eurofresh Farms is a privately held company.


EUROFRESH INC: S&P Cuts Rating to 'D' After Missed Payment
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Willcox, Ariz.-based EuroFresh Inc. to
'D' from 'CC' and the rating on its 11.5% senior unsecured notes
to 'D' from 'CC'.  In addition, S&P lowered the rating on
EuroFresh's $44.2 million step-up senior subordinated discount
notes to 'C' from 'CC', because of the subordinated position of
these notes.  The ratings on these subordinated notes would not be
lowered to 'D', unless there was a payment default or other
scenario in which the company did not fulfill its original
obligation.  The '6' recovery ratings on both notes remain
unchanged.

"The downgrades are based on the company's failure to pay its
Jan. 15, 2009 interest payment on its 11.5% senior notes due
2013," said Standard & Poor's credit analyst Bea Chiem.  The
company announced that it is using its 30-day grace period to
review strategic alternatives and is currently in discussions with
lenders on its senior secured credit facilities due July 15, 2012,
consisting of a $52.4 million term loan and a $17.5 million
revolving credit facility (both unrated), related to any potential
"event of default" on these facilities from its decision to not
make its interest payment on the senior unsecured notes.

"If EuroFresh can make the interest payment during the 30-day
grace period, we would review the ratings on those issues," she
continued.


FITNESS HOLDINGS: May Use Cash Collateral Until Feb. 8, 2009
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on Jan. 5, 2009, a stipulation of Fitness Holdings
International, Inc., Pacific Western Bank, and the official
committee of unsecured creditors of Fitness further extending the
Debtor's use of cash collateral from Jan. 18, 2009, to Feb. 8,
2009, exclusively to pay the items set forth in a budget.

A hearing regarding the Debtor's continued use of cash collateral
will be held on Feb. 3, 2009.

As of Oct. 20, 2008, the Debtor's entire outstanding indebtedness
to Pacific Western Bank was $18,783,489, consisting of principal
of $18,639,313, interest of $135,594, and legal fees and costs of
approximately $8,582.  As collateral, Pacific Western Bank holds a
security interest in all of the Debtor's personal property and
cash collateral.  This includes the Debtor's cash and inventory,
which the Debtor values, respectively, as of the Petition Date, on
a going-concern basis, at $586,000 and $18,861,922, for total cash
and inventory value of $19,447,911.

The Debtor will make "adequate protection" cash payments to
Pacific Western Bank as set forth in the proposed budget.  In
addition, Pacific Western Bank is granted replacement liens in all
of the Debtor's and all of the estate's right, title and interest
in all postpetition property with the same description and to the
same extent, validity and priority as Pacific Western Bank's
prepetition security interests would attach but for the Debtor's
bankruptcy filing.  The Debtor has also consented to an allowance,
in favor of Pacific Western Bank, of a claim under Sec. 507(b) of
the Bankruptcy Code, to the extent allowable, arising from the
failure of adequate protection, for any decrease after the
Petition Date in the value of the collateral that acts as security
for repayment of the Debtor's obligations under the Loan
Documents.

The Bank's replacement lien and claim, and replacement liens and
claim under Sec. 507(b) of the Bankruptcy Code, are subject and
subordinate only to a Carve-Out for (i) U.S. Trustee fees, (ii)
allowed actual and necessary expenses incurred by members of the
Committee, and (iii) allowed fees and expenses of the Debtor's
bankruptcy counsel and financial advisor employed by the Debtor
and of similar professionals employed by the Committee.

                    About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc.is a
retailer of fitness equipment for home use.  It operated 111
retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The company listed assets of $10 million to
$50 million, and the same range of debts.


FITNESS HOLDINGS: Gets Permission to Close 30 Additional Stores
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Fitness Holdings International, permission to discontinue
operations at 30 additional unprofitable stores, and to begin
liquidating its inventory at the stores through store closing,
liquidation, or going out of business sales.

The Debtors also obtained permission to reject related unexpired
leases, effective as of the earlier of the return of the property
to the landlord, or the date on which the Court enters its order
approving the rejection of the lease.

In its motion, the Debtor told the Court that the 30 stores are
losing money, and that the lease payments on the affected stores
are burdensome to the Debtor and the estate.

On Oct. 14, 2008, the Debtor obtained permission to discontinue
operations at 20 of its unprofitable locations, and on Nov. 13,
2008, the Debtor obtained permission to close four more stores.

                    About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc.is a
retailer of fitness equipment for home use.  It operated 111
retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The company listed assets of $10 million to
$50 million, and the same range of debts.


FITNESS HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Fitness Holdings International, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property
  B. Personal Property           $23,480,884
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $18,774,907
     Secured Claims
  E. Creditors Holding                               $692,560
     Unsecured Priority
     Claims
  F. Creditors Holding                             $9,324,343
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                            $23,480,884      $28,791,811

                    About Fitness Holdings

Long Beach, California-based Fitness Holdings International, Inc.,
is a retailer of fitness equipment for home use.  It operated 111
retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The company listed assets of $10 million to
$50 million, and the same range of debts.


FLYING J: Crystal Call Maggelet Replaces J. Phillip Adams as CEO
----------------------------------------------------------------
Paul Beebe at The Salt Lake Tribune reports that Flying J Inc.'s
J. Phillip Adams has resigned as CEO and has been replaced by
Crystal Call Maggelet.

The Salt Lake Tribune states that Flying J spokesperson Peter Hill
said that the company wouldn't discuss the reasons for Mr. Adams's
departure.

Flying J said that Ms. Maggelet is the chairperson of the board
and the daughter of company founder Jay Call, according to The
Salt Lake Tribune.  The report says that Ms. Maggelet has served
on Flying J's board for more than 20 years.

Ms. Maggelet said in a statement that Flying J is "receiving
tremendous counsel and support from our team of restructuring
experts."

Flying J has appointed John Boken as its new chief restructuring
officer, The Salt Lake Tribune states, citing Ms. Maggelet.  Mr.
Boken, according to The Salt Lake Tribune, is a managing director
at Kroll Zolfo Cooper and specializes in providing restructuring
and crisis management services to financially distressed firms.

                     Refinery Reports Flaring

Reuters relates that Flying J Inc. reported flaring at its 66,000-
barrel-per-day Big West plant in Bakersfield, California.  Reuters
relates that Flying J has reported the incident to the state
pollution regulators.

Reuters quoted Flying J spokesperson Peter Hill as saying, "At
this point, we're not able to comment on the status of
Bakersfield."

Big West, if it fails to secure a long-term crude supply, would
resume operations at least long enough to refine stockpiled crude
oil, Reuters states, citing a person familiar with the matter.
Regulatory notices say that Flying J has had difficulty obtaining
crude oil for the Bakersfield plant

                           About Flying J

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


FREESTAR TECHNOLOGY: Changes Name to Rahaxi, Amends Stock Plan
--------------------------------------------------------------
FreeStar Technology Corporation disclosed in a regulatory filing
with the Securities and Exchange Commission that it filed an
amendment to its articles of incorporation with the Secretary of
State of Nevada to change the company's name to Rahaxi, Inc.  The
company stated that the amendment was also made to implement a
1-for-3 reverse stock split of its common stock.

The amendment was approved by holders of a majority of the
outstanding shares of the company through a proxy statement or
written consent solicitation that was mailed to stockholders and
filed with the SEC.

The amendment to the company's Articles of Incorporation to
implement the reverse stock split and name change became effective
on Nov. 21, 2008.

At that time, each 3 outstanding shares of common stock of the
company will be combined into and become 1 outstanding share of
common stock of the company.  No fractional shares will be issued
in connection with the reverse stock split, all fractional shares
that would have resulted from the reverse split shall be rounded
up to the next whole share.

In a separate filing, the company stated that the board of
directors of Rahaxi, Inc., fka FreeStar Technology Corporation,
adopted an amendment to the company's 2007 Stock Incentive Plan.

The amendment increased the number of shares available under the
Stock Incentive Plan by an additional 35 million shares of Common
Stock for a total of 58,333,333 shares authorized thereunder (on a
post one for three reverse stock split on Nov. 21, 2008).

A full-text copy of the 2007 Stock Incentive Plan is available for
free at: http://ResearchArchives.com/t/s?3855

                  About FreeStar Technology Corp.

Based in Dublin, Ireland, FreeStar Technology Corp. (OTC BB: FSRT)
-- http://www.freestartech.com/-- nka Rahaxi, Inc provides
electronic payment processing services, including credit and debit
card transaction processing, point-of-sale related software
applications and other value-added services.  The company was
incorporated in the State of Nevada.  The company also has offices
in Helsinki, Finland; Stockholm, Sweden; Geneva, Switzerland; and
Santo Domingo, the Dominican Republic.

Freestar Technology's balance sheet at Sept. 30, 2008, showed
total assets of $3,466,150 and  total liabilities of $5,648,246,
resulting stockholders' deficit of $2,182,096.

For three months ended Sept. 30, 2008, the company posted net loss
of $3,351,972 compared with net loss of $5,639,278 for the  same
period in the previous year.

As of Sept. 30, 2008, the company has total current assets of
$1,615,817 and total current liabilities of $5,072,241, resulting
in a working capital deficiency of $3,456,424.  The company has
cash and cash equivalents of $506,915 at Sept. 30, 2008, and an
accumulated deficit of $100,921,784.

                        Going Concern Doubt

New York-based RBSM LLP expressed substantial doubt about FreeStar
Technology Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm said the company is
experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.


GENERAL MOTORS: Pacific Investment Leaves Investor Committee
------------------------------------------------------------
Caroline Salas and Kathleen Hays at Bloomberg News report that
Pacific Investment Management Co., a.k.a. Pimco, has left an
investor committee negotiating with General Motors Corp. to
exchange debt for shares.

Bloomberg quoted Pimco's chief investment officer Bill Gross as
saying, "We're just not good committee members.  We have the
interests of our clients more at heart than the interests of
particular corporations or even the government, I guess, so it's
best that we simply look at the situation from afar as opposed to
from inside."

Bloomberg reports that Pimco is one of the biggest holders of GM
bonds, behind Franklin Resources Inc., Capital Research &
Management Co. and Fidelity Investments.  According to Bloomberg,
Pimco owns more than $138 million of the debt, and that its
largest holding is EUR39 million of GM's EUR1.5 billion of 8.375%
bonds due in 2033.

Bloomberg relates that Pimco broke in December an agreement to
join bondholders in GMAC LLC's $38 billion debt swap.  Citing a
person familiar with the matter, Bloomberg states that the 10-
member GM bondholder committee overlaps with the GMAC group.

Pimco, Bloomberg relates, withdraw from its agreement with a
committee of GMAC bondholders to swap their debt for as little as
60 cents on the dollar.  About 59% of the bonds were exchanged
without Pimco's participation, the report states.

Bloomberg states that Pimco's withdrawal means that the company
may gain less information from other investors or have a smaller
influence in negotiations with GM.  The report says that Pimco's
resignation from the committee may not hinder GM's restructuring.
GM CEO Rick Wagoner, according to the report, said last week that
it was too early to say how GM would work with creditors to win
their assent in reducing debt.

According to Bloomberg, GM needs to cut two-thirds of its
$27.5 billion in unsecured public debt and is negotiating with the
committee of creditors as part of an effort to secure loans from
the government.

                   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: Reports More Than 8.35MM in Vehicle Sales in 2008
-----------------------------------------------------------------
Record-setting sales performance in General Motors Corp.'s Latin
America, Africa and Middle East and Asia Pacific regions, and a
third consecutive 2 million vehicles sales performance in Europe
during 2008, helped GM sell more than 8.35 million vehicles
globally last year.  GM's nearly 3 percent growth in both the Asia
Pacific and Latin America, Africa and Middle East regions
partially offset North America sales that declined 21 percent, and
growing pressure in Europe that resulted in 7 percent fewer sales.
Compared with 2007, GM's total sales were down 11 percent,
reflecting continuing global economic pressures that include
tightening credit, falling commodities prices and lack of GDP
growth.

In 2008, GM sold 5.37 million vehicles outside the U.S.,
accounting for 64 percent of total global sales volume compared
with 59 percent a year ago.

In the fourth quarter of 2008, GM sales of 1.70 million vehicles
were down 26 percent compared with the same quarter a year ago.
Most of that decline was reflected in 379,000 fewer vehicles sold
in North America as the market yielded to a crushing lack of
consumer confidence, and tightened credit requirements, in the
United States.

GM Continues Growth in Emerging Markets

"GM's 2008 sales performance shows that we are continuing to take
advantage of new emerging market opportunities and are meeting
customer needs with fuel-efficient products that offer compelling
design and great value -- such as the award-winning Opel/Vauxhall
Insignia in Europe, the Buick Excelle in China and the Corsa in
Latin America," Jonathan Browning, vice president, global sales,
service and marketing, said.  "We saw sales volume increases in
the key four emerging markets of Brazil (up 10 percent), Russia
(up 30 percent), India (up 9 percent), and China (up 6 percent)."

"The challenges in the global financial markets, including credit
tightening, the drop in commodity prices, and economic uncertainty
continue to negatively impact overall demand for new vehicles,"
Mr. Browning added.  "For the total global industry, we saw about
3.5 million fewer vehicles sold in 2008 than the previous year."

With these market challenges comes significant opportunity and GM
is well-positioned with new products either on showroom floors or
on the way in the near future.

Chevrolet sales in Asia Pacific grew 14 percent in 2008 compared
with a year ago.  Chevrolet sales in China (up 16 percent) and
India (up 9 percent) powered much of this growth.  The Wuling
brand continued strong growth in China with sales up 17 percent in
2008 compared with a year ago.  The Buick channel is very strong
in China with the all-new Regal and soon-to-be-launched LaCrosse.
The Chevrolet Cruze and Cadillac SRX also will play important
roles in taking advantage of China growth in the months and years
ahead.

In the Latin America, Africa and Middle East region -- a
traditional Chevrolet stronghold -- 2008 sales grew 3 percent
compared with 2007.  Chevrolet accounted for nearly 90 percent of
GM's sales in the region and Brazil remains the second-largest
volume market for Chevrolet.  Also, GMC, Cadillac and Saab showed
impressive annual percentage increases in their sales volume -- up
24, 22 and 16 percent, respectively, compared with a year ago.  GM
sales in the LAAM region beat the expected industry performance,
with more than 1.27 million vehicles sold.

A large, relatively young population with a low car-per-capita
ratio, hold promise for the market in years to come.  Several new
Chevrolet product launches are on tap for 2009 including the
Cruze, Malibu, Traverse and Camaro.

Chevrolet sales in Europe also contributed to the brand's solid
2008 results, growing 11 percent and breaking though the 500,000
vehicle mark for the first time.  Chevrolet is also performing
strongly in emerging markets.  It remains the top-selling import
brand in Russia.  In addition, Opel sales in Russia increased by
49 percent, while Saab increased 68 percent in 2008 compared with
a year ago.  The Opel Insignia won the prestigious European Car of
the Year Award -- a first for Opel in 22 years and a strong
statement about GM's global midsize vehicle architecture.
Important launches for GM this year in the region include the Opel
Insignia Sports Tourer and Astra; Chevrolet Cruze; and the new
Saab 9-3X and 9-5.

A highlight of GM's North America regional performance was the
all-new Chevrolet Malibu sedan that achieved the highest
percentage gain in annual sales volume (39 percent) of any of the
top-20 selling vehicles in the United States.  While GM's total
North America vehicle sales volume in 2008 declined 21 percent,
there were a number of bright future product opportunities
highlighted at the North America International Auto Show in
Detroit this month.  They included the new Chevrolet Camaro and
second-generation Equinox; the second-generation Cadillac SRX and
all-new CTS sport wagon; and the Buick LaCrosse.

Sales of Cadillac outside of the United States were supported by
strong growth of the brand in Latin America, Africa and Middle
East (up 22 percent).

                   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.


GOODYEAR TIRE: S&P Keeps BB- Rating on 2 Classes of Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' ratings on
the class A-1 and A-2 certificates from the $46.0 million
Corporate Backed Trust Certificates Good Year Tire & Rubber Note-
Backed Series 2001-34 Trust and removed them from CreditWatch,
where they were placed with negative implications on Nov. 18,
2008.

The affirmations and CreditWatch removals reflect the Jan. 12,
2009, affirmation of the corporate credit rating and other ratings
on The Goodyear Tire & Rubber Co. and their removal from
CreditWatch negative.

Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a pass-through transaction, and the
ratings on the certificates are based solely on the 'BB-' rating
assigned to the underlying securities, the 7% notes due March 15,
2028, issued by The Goodyear Tire & Rubber Co.

The Goodyear Tire & Rubber Co.-related research update, "Goodyear
Tire & Rubber Co. Ratings Affirmed, Off Watch; Credit Measures
Appear Stable," was published Jan. 12, 2009, on RatingsDirect, the
real-time Web-based source for Standard & Poor's credit ratings,
research, and risk analysis.


GOTTSCHALKS INC: Must Find Buyer by March to Avoid Liquidation
--------------------------------------------------------------
Court documents say that Gottschalks Inc. must find a buyer by the
middle of March or it might proceed with a complete liquidation of
its assets.

George Avalos at Bay Area News Group reports that Gottschalks said
that it hopes to complete an auction of the company's assets by
March 17, 2009.  According to court documents, Gottschalks would
move toward liquidation without a buyer.

Gottschalks Chief Operating Officer J. Gregory Ambro said in court
documents that the very weak retail and credit environment
triggered the company's bankruptcy filing.

According to Bay Area News, Gottschalks said that it is in talks
with multiple potential buyers and investors.  Court documents say
that General Electric Capital Corp. has agreed to provide
Gottschalks with up to $125 million in financing.

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 claims agent.
In its bankruptcy petition, Gottschalk listed $288,438,000 in
total assets and $197,072,000 in total debts as of Jan. 3, 2009.


GREENER CLEANERS: Will Close Three Stores This Month
----------------------------------------------------
Cathy Woodruff at Times Union reports that Greener Cleaners Ltd.
will shut down three of its stores this month.

Times Union relates that Greener Cleaners is downsizing as part of
its Chapter 11 reorganization plan.

According to Times Union, Greener Cleaners CEO B. Robert Joel said
that Greener Cleaners closed its Wilton store at The Shops at
Wilton on Route 50 on Friday.  The company will close its Malta
Commons store this Friday, the report says, citing Mr. Joel.  The
report states that Greener Cleaners will also close its Niskayuna
location at St. James Square on Friday.

Mr. Joel said that nine stores will remain in business, Times
Union says.  Greener Cleaners, Times Union relates, will keep its
corporate headquarters and central cleaning plant at 809 State St.
in Schenectady.

Times Union reports that Greener Cleaners closed its Scotia store
on Mohawk Avenue in December 2008, and in the last two years the
company has shut down shops in downtown Schenectady, East
Greenbush, and Rexford.

Nine or 10 part-time and full-time workers have been laid off, and
another 10 to 15 employees will probably lose their jobs over the
next two weeks, Times Union relates, citing Mr. Joel.  According
to Times Union, Mr. Joel said that Greener Cleaners had 60 to 65
workers when the downsizing started, and he estimated that 30 to
35 would remain when the process is complete.

Citing Mr. Joel, Times Union states that Greener Cleaner will
launch a new home pickup and delivery service at the same prices
to keep a presence in the communities where stores are closing,
and may eventually expand it if it goes well.

                    About Greener Cleaner

Greener Cleaner Ltd. -- http://www.greenercleaner.net-- provides
dry cleaning services without using the toxic chemicals that
traditional dry cleaners use.

As reported by the Troubled Company Reporter on Dec. 26, 2008,
Greener Cleaners filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Northern District of New York.

Greener Cleaners listed $647,276 in assets and $1.15 million in
liabilities.


HEARTLAND AUTOMOTIVE: Court Confirms Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed on Jan. 16, 2009, Heartland Automotive Holdings, Inc.,
and its affiliated debtors' Amended Joint Chapter 11 Plan of
Reorganization, dated Dec. 23, 2008.

In conjunction with confirming the Debtor's Plan, the Court also
approved all the technical amendments to the Plan announced at the
confirmation hearing.

Objections to confirmation of the Plan were filed by taxing
authorities Travis County, Pima County, County of Bastrop, New
York State Department of Taxation and Round Rock Independent
School District, City of San Marcos, San Marcos Consolidated
School District, and City of Memphis.

Each of the objections not otherwise withdrawn, resolved or
otherwise disposed of, are overruled and denied.  All withdrawn
objections are deemed withdrawn with prejudice.

As reported in the Troubled Company Reporter on Jan. 2, 2009, the
Court approved on Dec. 23, 2008, the Disclosure Statement filed in
support of the Debtors' Joint Chapter 11 Plan of Reorganization,
as amended on Dec. 23, 2008.

As reported in the Troubled Company Reporter on Nov, 26, 2008,
Heartland Automotive Holdings Inc. filed on Nov. 21, 2008, a
reorganization plan calling for 100% payment to all creditors, and
providing that the company will be keeping its 30-year
relationship with Jiffy Lube International Inc. intact.

In the disclosure statement explaining the terms of their Plan,
the Debtors said that their emergence from Chapter 11 under the
service mark Jiffy Lube is based upon amended Franchise Agreements
with JLI and a new oil supply agreement with SOPUS, an affiliate
of JLI.

A full-text copy of the Disclosure Statement, as amended on
Dec. 23, 2008, is available for free at:

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

                    About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No. 08-
40057).  Thomas E. Lauria, Esq., Patrick Mohan, Esq., Gerard
Uzzi, Esq., and Lisa Thompson, Esq., at White & Case LLP; and Jeff
P. Prostok, Esq., at Forshey & Prostok, LLP, represent the Debtors
in their restructuring efforts.  The Debtors selected Epiq
Bankruptcy Solutions LLC as claims, noticing and balloting agent.
The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors on these cases.
Cadwalader, Wickersham & Taft LLP, and Munsch, Hardt, Kopf & Harr,
PC represent the Commitee as co-counsel.

As of Nov. 29, 2007, the Debtors' financial statements reflected
assets totaling about $334 million and liabilities totaling about
$396 million.


HERITAGE RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Heritage Residential at Wilton's Corner, TH-4, LLC
        3 Gosling Court
        Sicklerville, NJ 08081

Bankruptcy Case No.: 09-11193

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Heritage Residential at Wilton's Corner, VII       09-11194
Heritage-Twin Ponds, II, L.P.                      09-11197
Heritage Highgate, Inc.                            09-11198

Chapter 11 Petition Date: January 20, 2009

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  aciardi@ciardilaw.com
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Exteriors Associates Inc.                        $109,535
668 Mary Street
Warminster, PA 19974

BF Plumbing Inc.                                 $88,383
77 Upper Neck Road
Pittsgrove, NJ 08318

Ed Wood Custom Wall                              $74,243
Washington West Business
Park
6 Enterprise Court
Sewell, NJ 08080

Frank Deutsch Electrical                         $39,476

Avee Construction Co.                            $39,336

Wickes Lumber Company                            $38,355

Shore Supply Inc.                                $30,542

All Shore Inc.                                   $23,548

Oscars Carpet One                                $23,042

Schneider Brothers Custom                        $20,955

The Omnia Group Inc.                             $16,650

Tax Collector                                    $13,279

Shelly Enterprises Inc.                          $11,532

Vernon Professionals Services                    $10,377

Form Tech Construction Services                  $9,945

Strober Building Supply                          $9,125

Sunrise Concrete Co. Inc.                        $8,424

RE Pierson Construction Inc.                     $6,915

Tile Pro's Inc.                                  $5,917

United Roll Off Service                          $5,062

The petition was signed by president Richard R. Carrol, Jr.


IL LUGANO: Court Extends Plan Filing Period Extended to March 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut extended
IL Lugano, LLC's exclusive period to file a plan through and
including March 31, 2009, and its exclusive period to solicit
acceptances of the said plan to May 29, 2009.

In its motion, the Debtor related that the extension is necessary
to put its plan process on the same track as that of SageCrest II
LLC and certain of its subsidiaries and affiliates, which have
commenced their own voluntary Chapter 11 cases in the Court, and
to enable the parties to formulate a consensual, confirmable plan.

Based in Fort Lauderdale, Florida, IL Lugano, LLC is is the owner
of a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
Jan. 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On Aug. 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on Nov. 17, 2008, and is expected to
generate substantial additional revenue.  The company
filed for chapter 11 protection on Aug. 29, 2008 (Bankr. D. Conn.
Case No. 08-50811).  Douglas J. Buncher, Esq., at Neligan Foley
LLP, and James Berman, Esq., at Zeisler and Zeisler, represent the
Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of between $50 million and
$100 million and debts of between $1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
Sept. 2, 2008, and to allow adequate time for completion of the
restaurant and sale of the property.


IL LUGANO: Wants to Sell Condo Unit at Reduced Price of $580,000
----------------------------------------------------------------
IL Lugano, LLC, asks the U.S. Bankruptcy Court for the District of
Connecticut to approve the sale of Condominium Unit #1207, Model
Type "The Basil", free and clear of all liens, claims and
encumbrances, to Donna L. Patterson at the reduced purchase price
of $580,000.  IL Lugano has agreed to waive the "closing charge"
of 1.5% of the Purchase Price, and has also agreed to pay for the
owner's title insurance policy and documentary stamps on the deed.
Liens shall attach to the net proceeds of the sale.

The original purchase price for the said unit was $670,000.  When
the purchase agreement was signed on or about Nov. 23, 2004, the
condominium-hotel property had not yet been constructed.
Following the execution of the purchase agreement, Ms Patterson
posted deposits in the aggregate amount of $134,000.  Ms.
Patterson subsequently complained that the square footage of the
unit was less than that originally stated in the prospectus and
attached exhibits.  Ms. Patterson also alleged that the unit was
not constructed on time nor was it part of a Hilton hotel as
allegedly originally promised.

The Debtor tells the Court that the purchase price represents fair
value for the unit.  The Debtor added that had it proceeded with
litigation against the purchaser, the outcome would have been
uncertain, and would have resulted in significant expense to IL
Lugano.

Based in Fort Lauderdale, Florida, IL Lugano, LLC is is the owner
of a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
Jan. 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On Aug. 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on Nov. 17, 2008, and is expected to
generate substantial additional revenue.  The company
filed for chapter 11 protection on Aug. 29, 2008 (Bankr. D. Conn.
Case No. 08-50811).  Douglas J. Buncher, Esq., at Neligan Foley
LLP, and James Berman, Esq., at Zeisler and Zeisler, represent the
Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of between $50 million and
$100 million and debts of between $1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
Sept. 2, 2008, and to allow adequate time for completion of the
restaurant and sale of the property.


IMPLANT SCIENCES: Appoints Glenn D. Bolduc as President and CEO
---------------------------------------------------------------
Implant Sciences Corporation appointed Glenn D. Bolduc as the
Company's new president and chief executive officer.  In addition,
the board of directors has appointed Mr. Bolduc as a member of the
Board.  Both appointments were effective Jan. 1, 2009.  Prior to
these appointments, Mr. Bolduc held the position of chief
financial officer.  Phillip C. Thomas resigned his positions as
the company's president, CEO and chairman effective Dec. 31, 2008,
to pursue other personal interests.

Mr. Thomas stated, "Almost two years ago I joined Implant Sciences
and was charged with the task of leading the company through a
major restructuring enabling the company to be more competitive in
the Security, Safety and Defense industry.  During my tenure, we
disposed of non-strategic assets; built an industry-focused team
capable of meeting the challenges within the SS&D marketplace;
made significant sales progress, especially in penetrating the
international marketplace; and strengthened our overall financial
position during difficult economic times.  I believe the Company's
restructuring goals have been accomplished, as have my own
personal goals.  The time is right to hand the reins of the
company over to [Mr.] Bolduc, who I am certain, will continue
executing on the company's strategic plan."

Mr. Bolduc commented, "We are most appreciative of [Mr] Thomas'
leadership and his efforts to position the Company to be a pure-
play in the SS&D industry.  With the repositioning task behind us,
we are keenly focused on executing our growth plan.  We believe
our organization has now been properly streamlined so as to be
able to take advantage of growth opportunities while doing so in a
cost-effective manner.  While drawing upon my past experiences in
leading companies facing challenges similar to those faced by
Implant Sciences today, I look forward to working with our
experienced and knowledgeable team in executing our strategic
plan.  We believe our talented staff and innovative technology
form the foundation upon which Implant Sciences can grow into a
market leader in the SS&D industry."

                      About Implant Sciences

Based in Massachusetts, Implant Sciences Corporation  --
http://www.implantsciences.com/-- develops, manufactures and
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.

Net income for the three months ended Sept. 30, 2008, was
$356,000 as compared to a net loss of $2,202,000 for the
comparable prior year period.  During the three months ended
Sept. 30, 2008, net income was a result of increased sales and
income from discontinued operations, which included approximately
$931,000 of gain on sale of assets of its medical business unit.
As of Sept. 30, 2008, the company's cash position improved to
$2,013,000 as compared to $412,000 as of June 30, 2008.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $13,681,000, total liabilities of $11,268,000 and stockholders'
equity of $2,413,000.

                        Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007.
The auditing firm pointed to the company's recurring losses from
operations.


INEOS GROUP: Says Borrowing Levels Comply With Debt Covenants
-------------------------------------------------------------
Ineos Group Holdings said debt rose relative to earnings in the
fourth quarter of 2008 and remained at levels in compliance with
its bond covenants, Bloomberg News reports.  The company said that
its net debt was 4.6 times adjusted 2008 earnings, which is within
covenant limits of 5.25 times earnings.  Net debt was about 4
times 12-month earnings at the end of the third quarter.

Bloomberg says that Ineos won approval from 233 lenders last month
to raise its debt ceiling from 4.6 times earnings as demand for
chemicals declined.  The company, according to the report, also
agreed to pay more interest and prepare a new business plan, to be
released in late April.

Bloomberg also reported that Ineos' net debt as of Dec. 31
increased to EUR7.5 billion (US$9.78 billion), from EUR7.29
billion at the end of the third quarter.

Ineos' 7-7/8 percent notes maturing in February 2016 fell
0.74 cent on the euro to 8.38 cents Jan. 21, Bloomberg data shows.
The yield, accoridng to Bloomberg, rose to 97.1% from 90.3%.

As reported in yesterday's Troubled Company Reporter, citing
Bloomberg News, Ineos Group Holdings, Georgia Gulf Corp. and
Chemtura Corp. are crashing on a mountain of takeover debt and may
follow Lyondell Chemical Co. into bankruptcy, trading in their
bonds shows.

LyondellBasell, which in 2008 was still in the first year of being
a combined enterprise of Lyondell Chemical and Basell to create
the world's third-largest independent chemical company, sent its
U.S. units to Chapter 11 bankruptcy on Jan. 6 due to its declining
liquidity.  Lyondell found itself seriously challenged by volatile
commodity markets and prices, changing consumer demand for oil
products and plastics, the deterioration of the credit markets,
and the substantial retrenchment of some of its largest direct and
indirect customers, including those in the automotive and
construction industries.  According to Reuters, while
LyondellBasell had no near-term debt maturities it had "little
room for maneuver," with the scale of its debt and illiquid credit
markets.  In the bankruptcy petition, Lyondell Chemicals estimated
that consolidated assets total $27.12 billion and debts total
$19.34 billion as of the petition date.

As to Ineos, Georgia Gulf and Chemtura, Bloomberg said the
combination of $11.7 billion in debt, frozen credit markets and
the global recession are forcing the companies to negotiate with
creditors to loosen terms of their loans.  A glut in supplies that
drove prices of polypropylene down by half since October will make
it even harder for plastics makers to meet debt payments, just as
manufacturers in the Middle East add millions of tons of new
supplies.  "The most leveraged names are the first ones that are
going to run into problems," said Andrew Brady, a New York-based
analyst at CreditSights Inc., according to Bloomberg.  "The market
knows they are struggling, and there is a huge risk of
bankruptcy."

According to a Jan. 7 report by Reuters, Lyondell's bankruptcy
filing has raised fears Ineos may suffer a similar fate, as shown
by the high cost of buying protection against its debt in the
credit derivatives market.  The report, citing a trader, said that
credit default swaps on Ineos are bid at 75% and offered at 85%.

                         About INEOS Group

INEOS Group is a diversified chemical company consisting of
several businesses. Product lines include ethylene oxide-based
specialty and intermediate chemicals, fluorochemicals used as
refrigerants and propellants, and phenol and acetate products.
INEOS Chlor makes chlor-alkali chemicals, and INEOS Films and
Compounds manufactures PVC and PET films. INEOS Group was formed
in 1998 after a management buyout led by CEO Jim Ratcliffe, who
controls the group. Ratcliffe has placed INEOS among the world's
top chemical companies (with ExxonMobil, Dow, and BASF) through
his many and varied acquisitions.


JIM PALMER: To Revise Disclosure Statement to Address Objections
----------------------------------------------------------------
ActionView International, Inc., says the U.S. Bankruptcy Court for
the District of Montana has given Jim Palmer Trucking, Inc. until
February 12, 2009, to file a new Disclosure Statement to address
the objections that have been filed by creditors.  The Court has
scheduled another Disclosure Statement hearing for February 26,
2009.

ActionView International provided a $250,000 loan to Jim Palmer
Trucking, Inc. in May 2008 and is currently seeking repayment of
the loan.

At the hearing held on January 15, 2009, several secured and
unsecured creditors voiced objections to the Disclosure Statement
filed by Jim Palmer.  An objection filed by ActionView prior to
the January 12, 2009 deadline, cited several specific grounds for
the company's objection to the disclosure statement, which calls
for paying unsecured creditors 34% of the allowed claim through
48 monthly payments commencing 180 days after the Order of
Confirmation.  As a significant creditor in the case, ActionView
is acting as chairman of the unsecured creditors committee.

"We are pleased that both secured and unsecured creditors have
expressed their dissatisfaction with the plan to pay only a
portion of Jim Palmer Trucking, Inc.'s financial obligations,"
stated ActionView International CEO Steven R. Peacock.

"ActionView's legal representatives will continue to work on the
company's behalf in this case, and we will continue to explore all
potential solutions regarding this obligation from Jim Palmer
Trucking, Inc.," Mr. Peacock added.

After the Jim Palmer Trucking bankruptcy case was filed,
ActionView management expressed several issues of concern,
including its close proximity in time to Jim Palmer Trucking's
acceptance of the loan from ActionView International.

               About ActionView International, Inc.

ActionView International's operating subsidiary custom-designs,
develops, and manufactures vividly illuminated motion billboards.
ActionView places its signs into high traffic locations and
markets advertising space on the signs.  ActionView shares
advertising revenue generated from the billboards with advertising
agencies, the local business partner and the location owner.  The
benefit to advertisers is exposure in high traffic locations at
reasonable costs due to the scrolling feature and multiple
advertisers.

                        About Jim Palmer

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922).  James A. Patten, Esq., represents the Debtors in their
restructuring efforts. The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


JIM PALMER: Court Gives Co. More Time to Answer Debtor Complaints
-----------------------------------------------------------------
Dennis Bragg at KPAX reports that the Hon. Ralph Kirscher of the
U.S. Bankruptcy Court for the District of Montana has granted Jim
Palmer Trucking, Inc.'s request for more time to answer complaints
from debtors who are questioning figures being used in the
company's bankruptcy case.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
ActionView International, Inc., filed an objection to disclosure
statement to the Plan of Reorganization filed by Jim Palmer, in
its Chapter 11 bankruptcy case.  ActionView International provided
a $250,000 loan to Jim Palmer Trucking in May 2008 and is
currently seeking repayment of the loan.

Citing Actionview International officials, KPAX relates that Jim
Palmer filed for bankruptcy after accepting a quarter-of-a-million
dollar loan in advance of the merger.  Actionview International,
says KPAX, wants more details to support Jim Palmer's plan to
payback its creditors.

KPAX relates that Jim Palmer was given until early February to
file an amended disclosure statement.  The Court also set the
hearing at the end of February, says KPAX.

According to KPAX, details of the bankruptcy settlements are still
being ironed out.  Palmer Trucking President Lonnie Wallace said
in a statement that the "doors are definitely open and our wheels
are turning" with the company looking for a "profitable 2009" with
the upcoming addition of 35-new fuel efficient trucks.

              About ActionView International, Inc.

ActionView International's operating subsidiary custom-designs,
develops, and manufactures vividly illuminated motion billboards.
ActionView places its signs into high traffic locations and
markets advertising space on the signs.  ActionView shares
advertising revenue generated from the billboards with advertising
agencies, the local business partner and the location owner.  The
benefit to advertisers is exposure in high traffic locations at
reasonable costs due to the scrolling feature and multiple
advertisers.

                        About Jim Palmer

Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. --
http://www.jimpalmertrucking.com/-- offers truckload
transportation of temperature-controlled cargo. The company
operates throughout the US from terminals in Missoula, Montana;
Salina, Kansas; and Tampa.

The Debtor and two of its affiliates filed for separate Chapter 11
protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08-
60922).  James A. Patten, Esq., represents the Debtors in their
restructuring efforts.  The Debtors have $11,897,554 in total
assets and $12,089,808 in total debts.


KAUPTHING BANK: FME Probes Al-Thani's ISK25 Bln Stake Purchase
--------------------------------------------------------------
Iceland Review reports that the Icelandic Financial Supervisory
Authority is investigating Skehik Momahed bin Khalifa Al-Thani's
acquisition of a ISK25 billion (US$77 million, EUR188 million)
stake in Kaupthing bank hf, shortly before the bank collapsed.

Citing Frettabladid's sources, the report relates the Unit for the
Investigation and Prosecution of Economic and Environmental Crimes
under the National Commissioner of the Icelandic Police notified
the FME in November that there were dubious circumstances
surrounding the acquisition.

However, Olafur Thor Hauksson, a recently-appointed special
prosecutor in charge of investigating the banking collapse, would
not comment on the FME's investigation as he does not officially
assume his post until February, the report adds.

The report recounts the Stock Exchange received an announcement
from Kaupthing on September 22, 2008 that Mr. Al-Thani acquired a
five percent stake in the bank.  The stake, according to the
report, was registered to the holding company Q Iceland Finance.

Citing Morgunbladid, the report states the acquisition was
allegedly undertaken through two companies registered in the
Virgin Islands, which lent money to a third company, which again
lent it to Q Iceland Finance.

The companies in the Virgin Islands allegedly received funds from
Kaupthing collateralized with stocks in the bank, the report says.

The report notes one of the Virgin Islands companies is allegedly
owned by Olafur Olafsson, the second-largest shareholder in
Kaupthing through his company Kjalar.

Mr. Al-Thani is then supposed to have made a forward currency
contract with Kaupthing, which was meant to secure him an
exchange-rate profit and, in turn, pay for his stake in the bank,
says the report.  This trade allegedly went through Kaupthing in
Luxembourg, the report reveals.

The report discloses that according to Stod 2 television news,
Kaupthing had lost ISK37.5 billion (US$294 million,
EUR221 million) because of the acquisition.

                     About Kaupthing Bank

Headquartered in Reykjavik, Iceland, Kaupthing Bank --
http://www.kaupthing.com-- is engaged in the provision of
financial services, such as private banking, asset management,
pension services, brokerage services, investment banking, as well
as corporate and retail banking.  The Bank's offer is targeted at
companies, institutional investors and individuals.  The Bank is
operational in thirteen countries, including Luxembourg,
Switzerland, the Nordic countries, the United Kingdom and the
United States.  The main subsidiaries include Kaupthing Singer &
Friedlander and FIH Erhvervsbank.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2008,
Olafur Gardasson, assistant for Kaupthing Bank hf., in a
proceeding under Act No. 21/1991, pending before the Reykjavik
District Court, and foreign representative of the Debtor, filed a
petition under chapter 15 of title 11 of the United States Code in
the United States Bankruptcy Court for the Southern District of
New York commencing the Debtor's chapter 15 case ancillary to the
Icelandic Proceeding and seeking recognition for the Icelandic
Proceeding as a "foreign main proceeding" under the Bankruptcy
Code and relief in aid of the Icelandic Proceeding.

Citing a court filing by Olafur Gardarsson, Reuters disclosed
Kaupthing has about US$14.8 billion of principal assets, including
US$222 million located in the United States, and
US$26 billion of principal indebtedness.


KAUPTHING BANK: Granted ISK84 Bln Loans Prior to Collapse
---------------------------------------------------------
Iceland Review reports that Kaupthing bank hf allegedly granted
ISK84 billion (US$660 million, EUR500 million) in loans to a
selected group of clients weeks before the collapse of the
country's banking system, without approval from its loan
committee.

Citing Morgunbladid's sources, the report discloses these clients
include Olafur Olafsson, the second-largest shareholder in
Kaupthing.  The report states they allegedly received loans
because of business contracts they were making through foreign
companies in their ownership, confident that they would deliver
profits.

The report relates that according to Morgunbladid, Kaupthing's
loan committee had neither approved these loans before they were
granted nor the bank's funding of Sheik Mohamed bin Khalifa Al-
Thani's five-percent acquisition in the bank.

The report says that according to regulations, the loan committee
of Kaupthing's board was obligated to approve the loans before
they were granted because the loan granter was the party assuming
risk.

The report recalls the risk was assumed by Kaupthing and the
bank's shareholders but not by the debtors themselves.

The debtors, the report states, were expecting profits of up to
ISK10 billion (US$78 million, EUR59 million), part of which were
supposed to be paid to Kaupthing in advance.  However, the report
notes it didn't work out as planned.

                      About Kaupthing Bank

Headquartered in Reykjavik, Iceland, Kaupthing Bank --
http://www.kaupthing.com-- is engaged in the provision of
financial services, such as private banking, asset management,
pension services, brokerage services, investment banking, as well
as corporate and retail banking.  The Bank's offer is targeted at
companies, institutional investors and individuals.  The Bank is
operational in thirteen countries, including Luxembourg,
Switzerland, the Nordic countries, the United Kingdom and the
United States.  The main subsidiaries include Kaupthing Singer &
Friedlander and FIH Erhvervsbank.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2008,
Olafur Gardasson, assistant for Kaupthing Bank hf., in a
proceeding under Act No. 21/1991, pending before the Reykjavik
District Court, and foreign representative of the Debtor, filed a
petition under chapter 15 of title 11 of the United States Code in
the United States Bankruptcy Court for the Southern District of
New York commencing the Debtor's chapter 15 case ancillary to the
Icelandic Proceeding and seeking recognition for the Icelandic
Proceeding as a "foreign main proceeding" under the Bankruptcy
Code and relief in aid of the Icelandic Proceeding.

Citing a court filing by Olafur Gardarsson, Reuters disclosed
Kaupthing has about US$14.8 billion of principal assets, including
US$222 million located in the United States, and
US$26 billion of principal indebtedness.


LEE ENTERPRISES: Reports Initial Results for Qtr. ended Dec. 28
---------------------------------------------------------------
Lee Enterprises, Incorporated, reported preliminary financial
results for its first fiscal quarter ended Dec. 28, 2008.

For 13 weeks ended Dec. 28, 2008, the company reported net income
of $7.8 million compared with net income of $22.1 million for the
same period in the previous year.

At Dec. 28, 2008, the company's cash was $25.6 million compared
with $7.7 million for the same period in 2007.  Restricted cash
and investments were $129.8 million compared with $114.8 million
fin 2007.  The principal amount of debt was $1.3 billion compared
with $1.3 billion in 2007.

The preliminary amounts do not include the possible impact of
additional impairment charges.  The charges would not impact cash
flows but would reduce reported earnings per common share.  An
estimate of the charges, if any are determined to be necessary,
will be included in financial statements to be filed with the
Securities and Exchange Commission in the company's Form 10-Q on
or before Feb. 6, 2009.

Mary Junck, chairman and chief executive officer, said:
"We are reducing costs aggressively in this extraordinary time
while still protecting our position as the premier provider of
news, information and advertising in our local markets.  We
reduced staffing by more than 10% in our first quarter and have
since disclosed additional reductions in many locations.  We have
outsourced or consolidated printing in several locations so far,
and we also have begun outsourcing distribution where
opportunities exist to reduce costs.  Among steps to conserve
newsprint, all of our newspapers are moving to narrower page
widths.  We also have discontinued less profitable specialty
publications.  As a result of those steps and many others, we
expect to reduce cash costs in 2009 by 10-11%.

"Regarding debt, we are encouraged by the decision of the Pulitzer
Noteholders to extend their waiver to allow time for us to
complete negotiations with them and our bank lenders.  Also, as
part of our plan to return to compliance with New York Stock
Exchange listing standards, we will ask the stockholders at our
annual meeting to authorize the board of directors to implement a
reverse stock split, if necessary.  We continue to believe that
Lee will emerge strong when the economy recovers."

Total operating revenue from continuing operations for the quarter
decreased 13.0% from a year ago to $243.6 million.  Combined print
and online advertising revenue decreased 15.2% to $184.6 million,
with retail advertising down 9.8%, and classified down 27.1%.
Combined print and online employment advertising revenue decreased
42.6%, automotive decreased 23.2% and real estate decreased 29.7%.
Online advertising revenue declined 13.8%, with online retail
advertising up 19.1% and online classified advertising down 31.5%.
National advertising revenue decreased 5.4%.  Circulation revenue
declined 4.5%.

Operating expenses, excluding unusual items, depreciation and
amortization, decreased 8.6% to $189.6 million.  Compensation,
excluding unusual items, declined 12.7%, with full-time equivalent
employees down 10.6%.  Newsprint and ink expense increased 0.2%
and other cash costs decreased 5.6%.

Operating cash flow decreased 26.6% compared with a year ago to
$53.1 million.  Operating income, which includes equity in
earnings of associated companies, depreciation and amortization,
decreased 37.6% to $33.5 million.

Non-operating expense, which consists of financial expense, net of
financial income, decreased 1.7% to $18.7 million.  Income from
continuing operations before income taxes decreased 57.3% to
$14.8 million.  Income from continuing operations decreased 64.0%
to $7.8 million.  Net income available to common stockholders
decreased 69.3% to $6.8 million.  Free cash flow totaled
$30.2 million for the quarter, compared with $48.1 million a year
ago.

                       About Lee Enterprises

Lee Enterprises, Incorporated -- http://www.lee.net/-- is a
provider of local news, information and advertising in midsize
markets, with 49 daily newspapers and a joint interest in four
others, online sites and more than 300 weekly newspapers and
specialty publications in 23 states.  Lee's markets include St.
Louis, Misorri; Lincoln, Nebraska; Madison, Wisconsin; Davenport,
Iowa; Billings, Montana; Bloomington, Illinois; and Tucson,
Arizona Lee stock is traded on the New York Stock Exchange under
the symbol LEE.

As reported in the Troubled Company Reporter on Jan. 19, 2009,
Lee Enterprises, Incorporated, said that a waiver of covenant
conditions related to its $306 million Pulitzer Notes debt of its
subsidiary St. Louis Post-Dispatch LLC has been extended until
Jan. 30, 2009.  The waiver had been scheduled to expire Jan. 16.


LEHMAN BROTHERS: Arrow Has $1.6 Impairment Charge on Bond
---------------------------------------------------------
Glens Falls, New York-based Arrow Financial Corporation discloses
that it holds a $2.0 million par value senior unsecured bond
issued by Lehman Brothers that was purchased prior to the Lehman
bankruptcy filing in September 2008.  By December 31, 2008, Arrow
had recognized a non-cash other-than-temporary impairment charge
to earnings on this bond of $1.6 million, or $972,000, net of tax,
representing a $0.09 impact on diluted earnings per share.  The
remaining fair value of the Lehman bond of $400,000 has been
included in nonperforming assets as of December 31, 2008.

The Lehman bankruptcy proceedings are ongoing and, Arrow says, the
ultimate value of its bond is subject to change.

Arrow notes that corporate debt securities represented only $7.4
million, or 1.6%, of its $459.1 million investment securities
portfolio at December 31, 2008 and were performing in accordance
with their contractual terms aside from the Lehman security.

Arrow reported net income for the quarter ended December 31, 2008
of $5.0 million -- up 11.9% from the fourth quarter of 2007, when
net income was $4.5 million.  For the 2008 year, net income was
$20.4 million, an increase of 17.9% over the $17.3 million earned
for 2007.  Total assets at December 31, 2008 were $1.665 billion,
just slightly below the record level at September 30, 2008.

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

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

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

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

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

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

             International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Moody's Downgrades and Withdraws Ratings on DPCs
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Counterparty Ratings
of Lehman Brothers Derivative Products Inc. and Lehman Brothers
Financial Products Inc.

The Counterparty Ratings of LBDP and LBFP were each also
downgraded immediately prior to withdrawal.  The rating actions
are:

Lehman Brothers Derivative Products Inc.

   -- Current Counterparty Rating: Withdrawn;

   -- Counterparty Rating Immediately Prior to Withdrawal: B3;

   -- Former Counterparty Rating: B1 on review for downgrade;

   -- Lehman Brothers Financial Products Inc.;

   -- Current Counterparty Rating: Withdrawn;

   -- Counterparty Rating Immediately Prior to Withdrawal: Caa3;
      and

   -- Former Counterparty Rating: B1 on review for downgrade

The Counterparty Ratings were withdrawn because Moody's believes
it lacks adequate information to maintain and monitor the ratings.

The downgrade of each Counterparty Rating immediately prior to
withdrawal results primarily from the bankruptcy filings of LBFP
and LBDP on October 5, 2008, which left each entity unable to make
scheduled payments as a result of the automatic stay.  Moody's
notes that, as of the date of the DPC Bankruptcy Filing, based on
information provided by both vehicles to Moody's, LBFP and LBDP
were each sufficiently capitalized to make scheduled payments.

In the case of LBDP, the key driver behind its downgrade is the
delay in making scheduled payments that has persisted since the
DPC Bankruptcy Filing.  Due to LBDP's structure as a termination
vehicle, its operating guidelines required that all of its
outstanding trades be terminated as a result of the trigger event
caused by the earlier bankruptcy of Lehman Brothers Holdings,
Inc., on September 15, 2008.  Pursuant to LBDP's operating
guidelines, the associated termination payment amounts were set as
of the termination date and therefore are not subject to further
market or credit risk.  As of the date of the DPC Bankruptcy
Filing, based on information LBDP provided to Moody's, LBDP, was
sufficiently capitalized to make these termination payments.
However, the due date for LBDP's payment of its termination
amounts had passed without LBDP confirming that it had made such
payments to its counterparties, and the ultimate date of payment
is highly uncertain due to its dependence upon the resolution of
the bankruptcy proceedings.  As a result, Moody's further
downgraded the Counterparty Rating of LBDP immediately prior to
the withdrawal of the rating to B3 from B1 on review for
downgrade.

In the case of LBFP, the key driver behind its downgrade is a
delay in making scheduled payments similar to that experienced by
LBDP.  However, LBFP is also subject to the additional factor of
unhedged market risk which has the potential to impair capital
sufficiency and the ability to make scheduled payments.  LBFP is a
continuation vehicle, which means that upon the Lehman Bankruptcy
Filing, LBFP could not enter into new customer transactions but
existing ones would continue until either their legal final
maturity or, where agreed with individual counterparties, earlier
novation or termination.  Until the outstanding trades mature or
are otherwise terminated or novated, LBFP is obligated to make all
scheduled payments under each swap, evidence of which has not been
provided to Moody's.  In addition, as a result of the Lehman
Bankruptcy Filing, the mirror trades between LBFP and an affiliate
of its parent were terminated pursuant to LBFP's operating
guidelines and therefore LBFP's portfolio became unhedged.
Although one of the responsibilities of LBFP's continuation
manager was to establish replacement hedges to protect LBFP's
portfolio from market risk, Moody's was informed by LBFP that the
continuation manager was terminated prior to it having
accomplished this task.  According to reports provided by LBFP to
Moody's at the time of the DPC Bankruptcy Filing, LBFP had
sufficient capital to make its scheduled payments at that time,
but continuation of the unhedged market risk increases the chance
of capital insufficiency in the future.  For the reasons stated
above, Moody's further downgraded the Counterparty Rating of LBFP
immediately prior to the withdrawal of the rating to Caa3 from B1
on review for downgrade.

The last rating actions for both LBFP and LBDP were taken on
October 10, 2008, when the Counterparty Rating for each was
downgraded to B1 on review for possible downgrade from Baa3 with
direction uncertain.  In addition to the specific factors
discussed above, the methodology used in the rating actions taken
today is described in the following publications available on
Moodys.com: Counterparty Risk and Capitalization for Derivative
Product Companies (9/14/1994); Moody's Approach to Evaluating
Derivative Products Subsidiaries (10/15/1993).


METRO ONE: Failure to Raise Capital May Cue Bankruptcy Filing
-------------------------------------------------------------
Metro One Development, Inc., disclosed financial results for the
year ended July 31, 2008.  The company's balance sheet at July 31,
2008, showed total assets of $1 and total liabilities $5,785,951,
resulting in a stockholders' deficit of $5,785,950.

The company reported an increase in its net loss to $12,058,773
for the year ended July 31, 2008 from $6,309,632 for the year
ended July 31, 2007.

                  Liquidity and Capital Resources

As of July 31, 2008, the company has current assets of $1 and
current liabilities of $4,785,951, resulting in a working capital
deficit of $4,785,950.  As of July 31, 2008, the company has cash
of $0.  As of July 31, 2007, the company has current assets of
$6,960,615 and current liabilities of $7,703,218, resulting in a
working capital deficit of $742,603.  As July 31, 2007, it has
cash of $882,131.

For the year ended July 31, 2008, cash provided by operations was
$3,204,110 as compared to negative $255,960 for the year ended
July 31, 2007.  The increase in cash provided was due to its
ability to collect on its accounts receivable.

For the year ended July 31, 2008, cash provided by investing
activities was $6,071 as compared to negative $59,638 for the year
ended July 31, 2007.  The increase in cash in investing activities
was due to the disposal of property and equipment.

For the year ended July 31, 2008, cash used by financing
activities was $4,156,361 as compared to cash provided by
financing activities of $649,607 for the year ended July 31, 2007.
The primary source of financing for the year ended
July 31, 2008, has been its $5,000,000 revolving line of credit
with Laurus Master Fund, Ltd., whereas in the prior year the
company has proceeds from sale of stock in addition to the
revolving line of credit with Laurus.

On July 14, 2005, the company entered into an equity line of
credit through a convertible debt facility with Laurus granting
access to borrow up to $5,500,000.  The financing consisted of a
$500,000 secured term loan and a $5,000,000 secured revolving
note.

As part of the financing arrangement with Laurus, the company
entered into a security agreement which was later amended,
referred to as the Amended and Restated Security Agreement,
whereby Laurus acquired a first priority perfected security
interest in all of its assets, including, without limitation, its
cash, cash equivalents, accounts receivable, equipment and
contract rights.  As part of the March 18, 2008, binding letter
agreement the company entered into with FTS Group, Inc., and its
subsidiary OTG Technologies Group, Inc., whereby the company sold
FTS its value-added reseller business, FTS represented that it
would provide Laurus with a UCC on OTG Technologies Group, if
required.

On May 22, 2008, Laurus sent us a letter stating that the asset
sale to FTS violated the terms of the Amended and Restated
Security Agreement and constitutes conversion of Laurus'
collateral and tortuous interference with Laurus' contractual
rights.  Further, Laurus stated in its letter that all sums
payable to the company by OTG Technologies Group constitute
collateral subject to Laurus' security interest.

On June 6, 2008, the company entered into an amendment to its
agreement with FTS.  Pursuant to the amendment, payments made by
FTS on the note that was issued as part of the purchase price for
the assets, would be directed to Laurus in order to pay the
outstanding amounts due on its equity line with Laurus.
Further, the company agreed to assign outstanding receivables of
approximately $119,000 to FTS for purposes of payment of its
outstanding obligations to Laurus.  Upon satisfaction of these
amounts, any excess amounts due under the note or remaining from
the assigned receivables, if any, were to be redirected to the
company.  If FTS failed to pay up to $650,000 toward amounts due
to Laurus by July 14, 2008, unless extended by Laurus, FTS would
be in default under the note.  On July 14, 2008, FTS notified the
company that it intended to terminate the asset sale transaction.
The company believes FTS has breached its agreements with the
company and that the promissory note issued pursuant to the
binding agreement, as amended, was in default.

On Sept. 25, 2008, Laurus filed a complaint against the company
and FTS Group, Inc., claiming that the company and FTS are in
breach of the Amended and Restated Security Agreement that
required that the company and FTS would not take action to dispose
of or impair the collateral subject to the Amended and Restated
Security Agreement and that required that the company and FTS
direct all present and future payments that constitute collateral
to an account under Laurus' control.  The complaint further
alleged that FTS represented it would pay down its outstanding
debt to Laurus, however, after a few nominal payments, FTS stopped
paying Laurus.  Further, Laurus alleged that the company and FTS
failed to deposit all collections into the account under Laurus'
control.

The company believes it will be difficult to secure capital in the
future because it has minimal assets to secure debt and its stock
traded, as of Nov. 10, 2008, at $0.0002.  The company will need
additional capital in the next twelve months and if it cannot
raise the capital on acceptable terms, the company may have to
seek bankruptcy protection.

A full-text copy of the Form 10-KSB is available for free at:

               http://ResearchArchives.com/t/s?3853

                         About Metro One

Headquartered in Concord, Ontario, Canada, Metro One Development
Inc. (OTC BB: MODI) -- http://www.metro-one.com/-- formerly On
The Go Healthcare Inc., is a custom builder and property developer
in the greater Toronto area.  The company was a value-added
reseller of computer and computer-related products, including
hardware, peripherals, software and supplies.

                        Going Concern Doubt

Metro One Development Inc. has an accumulated deficit of
$20,738,346 as of April 30, 2008, and incurred a net
loss applicable to common stockholders of $4,678,750 during the
nine months ended April 30, 2008.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.

Laurus Master Fund Ltd. has notified the company that it is in
default under the Amended and Restated Security Purchase
Agreement.  In addition, the company's payment obligations under
the Secured Revolving Note issued pursuant to such Amended and
Restated Security Purchase Agreement are currently in default.
The company's Secured Revolving Note with Laurus was the company's
primary source of financing until March 17, 2008.  Without this
source of funding, the company no longer has access to capital to
allow it to develop its operations.


MODTECH HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Modtech Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Central District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property
  B. Personal Property           $16,727,444
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $14,102,008
     Secured Claims
  E. Creditors Holding                               $226,998
     Unsecured Priority
     Claims
  F. Creditors Holding                            $15,822,508
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                            $16,727,444      $30,151,514

Headquartered in Perris, California, Modtech Holdings, Inc. --
http://www.modtech.com/-- makes and sells modular and
relocatable classrooms, commercial and light industrial modular
buildings.  The company filed for Chapter 11 protection on
October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324).  Charles
Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot,
represent the Debtor as counsel.  Richard A. Marshack, Esq., at
Shulman Hodges & Bastian LLP, represent the Official Committee of
Unsecured Creditors as counsel.


MUZAK HOLDINGS: Gets Feb. 10 Extension for Payment of $105MM Loan
-----------------------------------------------------------------
Muzak Holdings LLC and its affiliates have reached an agreement
with their secured lenders to extend the maturity date under the
Company's $105 million Credit Agreement, dated as of April 15,
2005, for a period of 22 days through and including February 10,
2009. The Credit Agreement was otherwise set to expire January 19,
2009.

Stephen P. Villa, Chief Executive Officer of Muzak, said, "We are
pleased to have reached an agreement with our lenders that will
allow us to continue working cooperatively to address the
Company's current debt maturities. As always, we are committed to
providing high quality music and messaging products, innovative
technologies and superior client service. We appreciate the
continued dedication of our employees, the loyalty of our clients
and the support of all of our other stakeholders as we position
Muzak for long-term success."

Muzak has hired financial advisor Moelis & Company and the law
firm of Kirkland & Ellis LLP to engage in discussions with the
Company's secured and unsecured stakeholders regarding a financial
restructuring of the Company's debt obligations.  Muzak remains
enthused by the cooperation of its secured lenders, and the
Company is committed to furthering discussions with all of its
major creditor constituencies to restructure the Company's
indebtedness. The Company is confident that it has sufficient cash
on hand, in addition to cash generated from ongoing operations, to
support the business.

The company, in its Dec. 19 release, said that notwithstanding
such discussions, it continues to pursue efforts to identify a
third party purchaser of both the Company and DMX Music, Inc.,
which as previously reported would result in a merger of the two
companies and a simultaneous sale.

If the company is unable to refinance its Credit Agreement or
obtain an extension, then its other outstanding debt totaling
approximately $360 million could become due.

The company noted that its cash on hand as of December 17, 2008
exceeded $25 million and continues to support its ongoing
operating costs.

                       About Muzak Holdings

Muzak creates sensory experiences that reach more than 100 million
people daily. Some of the largest brands in business trust Muzak
to enhance their brand image. Muzak creates an endless variety of
music programming from a catalog of over 2.6 million songs and
produces targeted custom in-store and on-hold messaging. Through
its national service and support network, Muzak designs and
installs professional sound systems, digital signage, drive-thru
systems, commercial television and more.  On the Net:
http://www.muzak.com.

As reported by the Troubled Company Reporter on Jan. 14, 2009,
Moody's Investors Service downgraded Muzak Holdings, LLC's
probability-of-default rating to Ca from Caa3 and the corporate
family rating to Ca from Caa2.  Moody's also downgraded the
ratings of the company's $220 million senior unsecured notes to Ca
from Caa1, and the $25 million senior discount notes and $115
million senior subordinated notes to C from Ca.  The downgrade of
the probability-of-default rating reflects Moody's concern over
the company's ability to satisfy $437 million of debt maturing in
the March 2009 quarter.  In Moody's opinion, a refinancing is
highly unlikely given time constraints and the current state of
credit markets.  These maturities increase the likelihood of a
distressed exchange or bankruptcy filing in Moody's opinion.


NEW YORK TIMES: S&P Says 'BB-' Rating Unaffected By Investment
--------------------------------------------------------------
Standard & Poor's Ratings Services said its rating and outlook on
The New York Times Co. (BB-/Negative/--) are not affected by the
company's announcement of a private financing agreement with Banco
Inbursa and Inmobiliaria Carso for an aggregate amount of
$250 million ($125 million each) in senior unsecured notes due
2015 with detachable warrants. The senior unsecured notes have a
coupon of 14.053%, of which the company may elect to pay 3% in
kind, and will rank equally and ratably on a senior unsecured
basis with all senior unsecured obligations of the company.
Carlos Slim Helu and members of his family own Inmobiliaria Carso
(which currently holds 6.9% of the company's class A shares) and
are the main shareholders of Grupo Financiero Inbursa S.A B. de
C.V., which is the parent company of Banco Inbursa.

The New York Times stated that proceeds would be used to pay down
existing debt, including its $400 million revolver due May 2009
(under which a modest amount is currently outstanding).

"We expect nearly all of the proceeds would be used to pay down
the $400 million revolver due June 2011, and that the refinancing
would enhance the company's liquidity position by increasing
revolver availability and potentially negating the need to
refinance the revolver due May 2009. While the refinancing raises
interest costs, we expect EBITDA coverage of cash interest to
remain above 3x, which is adequate for the current 'BB-' rating,"
S&P says.

"Our primary rating concern remains that a long U.S. recession
will continue to meaningfully exacerbate secular rates of ad
revenue decline over at least the next year, prolonging the time
(possibly until 2010) when these declines could potentially begin
to moderate -- a precondition for potentially stabilizing EBITDA
generation.  We believe that the company's total revenue fell in
the mid-teens percentage area in 2008 year over year, and that
EBITDA (after buyout expenditures) dropped by more than 30%.  We
expect EBITDA to decline by about 30% in 2009.

"The 'BB-' rating also incorporates the possible completion of a
sale leaseback financing for a portion of The Times headquarters
building and a possible sale of assets.  In addition, we
anticipate that the company's 75% reduction in its common dividend
will likely enable the generation of a moderate amount of
discretionary cash flow in 2009, even with the expected
significant decline in EBITDA.  The rating could be lowered if we
begin to believe that EBITDA will deteriorate more than our
current expectation.  If EBITDA should decline less than we
currently expect, and we believe that the decline in advertising
revenue will moderate and that EBITDA will begin to stabilize in
2010, we could revise the rating outlook to stable."


NORTEL NETWORKS: Bankruptcy Causes Sanmina to Record $10MM Charge
-----------------------------------------------------------------
Sanmina-SCI Corporation reported GAAP net loss in the first
quarter of $25.3 million compared to a net loss of $9.5 million in
the same period a year ago.  The company said GAAP results for the
first quarter were negatively impacted by the recent filings for
bankruptcy reorganization by Nortel Networks, Inc. and its
affiliates in the United States and in various foreign
jurisdictions. While these proceedings are in the early stages,
the company estimated and recorded $10 million of charges in the
quarter related thereto.  As these proceedings develop, new
factors may come to light that could materially change these
estimates and require the company to record additional charges, or
credits, the company said.

As of December 27, 2008, the company had ending cash and cash
equivalents of $796.8 million compared to $869.8 million for the
year ending September 27, 2008.

Sanmina, based in San Jose, California, provides end-to-end
manufacturing solutions, delivering superior quality and support
to OEMs primarily in the communications, defense and aerospace,
industrial and medical instrumentation, multimedia, enterprise
computing and storage, and automotive technology sectors.  On the
Net: http://www.sanmina-sci.com


                        About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTHEAST BIOFUELS: Cash Collateral Final Hearing Set Today
-----------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the United States will hold a
hearing today at 11:30 a.m., to consider final approval of the
request to use cash collateral by Northeast Biofuels and its
debtor-affiliates.

On Jan. 15, 2009, the Court authorized the Debtors to access cash
collateral securing repayment of secured loans to the prepetition
lenders to satisfy:

    i) any prepetition operating and other expenses;

   ii) obligations incurred in the ongoing postpetition
       operations of the Debtors; and

  iii) any and all cost and expenses arising in connection with
       the administration of the Debtors' estates.

As adequate protection, the Debtors granted the lender replacement
lien and security interest in the subject collateral and a
superpriority administrative expense claim status.

The Debtors provided a budget that covers company operational
disbursements.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?386a

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
operateas ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The Debtors proposed FTI Consulting Inc. as their
financial advisor.  When the Debtors filed for protection from
their creditors, they listed assets and debt between $100 million
to $500 million each.


ON ASSIGNMENT: S&P Withdraws "B+" Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings for
On Assignment Inc. at the company's request.

Ratings List
On Assignment Inc.
Ratings Withdrawn            To             From
                             --             ----
  Corporate credit rating    NR             B+/Stable/--


ON TOP COMMUNICATIONS: Court Dismisses Debtor's Chapter 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland granted
On Top Communications, LLC's request for dismissal of its Chapter
11 case.

In court papers filed on Dec. 5, 2008, On Top said that the
dismissal of its Chapter 11 case is warranted on these grounds:

  1. It has no continuing business operations.  During the course
     of the case, the sale of all of its debtor-affiliates' radio
     stations, including substantially all of the debtor-
     affiliates' assets, was approved by the Court, and the
     transfer of its FCC licenses was authorized by the FCC.

  2. It has no further need to reorganize or to proceed under
     Chapter 11.  The Debtor has liquidated its assets and
     distributed substantially all of the sale proceeds to its
     administrative and secured creditors.  The Debtor does not
     believe that there are any causes of action that can be
     prosecuted successfully.

  3. It has no further need for rehabilitation.  Nor is there a
     need for further court supervision of the liquidation of its
     assets or the distribution of the proceeds.

The Debtor told the Court that provided that all the orders and
stipulations entered in the case survive and remain in full force
and effect after dismissal, the dismissal of the case is in the
best interests of creditors and parties-in-interest.

Headquartered in Lanham, Maryland, On Top Communications LLC is a
holding company which through its debtor-affiliates owned FM radio
stations located in the Southeastern United States.  The company
and its debtor-affiliates filed for chapter 11 protection on July
29, 2005 (Bankr. D. Md. Case No. 05-27037).  Patricia A.
Borenstein, Esq., Thomas D. Renda, Esq., at Miles & Stockbridge
P.C., and Thomas L. Lackey, Esq., at Morrissey Brothers, P.C.,
represent the Debtors as counsel.  No Official Committee of
Unsecured Creditors was appointed in these cases.  On Top
Communications listed assets of $10 million to $50 million and
debts of $10 million to $50 million.


OVERSEAS SHIPHOLDING: S&P Affirms 'BB' Ratings; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Overseas
Shipholding Group Inc. (OSG) to negative from stable.  It affirmed
the 'BB' long-term corporate credit and senior unsecured debt
ratings.

"The outlook revision reflects our expectations that, over the
next year, earnings and cash flow will come under increasing
pressure due to declining tanker rates caused by the sharp global
economic slowdown and exacerbated by multiple production cuts by
OPEC [an attempt to curtail the decline in crude oil prices],"
said Standard & Poor's credit analyst Funmi Afonja.

OSG's revenue generation is subject to the volatile spot market
that accounted for approximately 64% of revenues at Sept. 30,
2008, after taking into account the use of forward freight
agreements to fix a portion of the revenues from the spot market.
OSG has been shifting increasingly to fixed-rate time-charters,
which provide more stable and predictable revenues and provide a
partial offset to its exposure to the spot market.  The company is
also diversifying into less volatile businesses, such as liquefied
natural gas (LNG) shipping.  OSG's exposure to the LNG sector is
managed through a strategic partnership with an experienced gas
shipping company and supported by long-term time charter
contracts.  The company's credit profile also benefits from its
solid market position in the U.S. domestic shipping trade, which
is protected from competition by foreign-flagged vessels.

"Despite OSG's diversification efforts and ongoing shift toward a
more stable revenue base, we believe earnings will remain
vulnerable to market conditions," S&P says.

Ratings on New York, N.Y.-based OSG reflect risks of the
competitive and capital-intensive shipping industry and the
company's aggressive financial policy characterized by share
repurchases and increased dividends. Positive credit factors
include satisfactory liquidity and a well-established market
position in the ocean transportation of crude oil and petroleum
products.  The shipping company had about $3.3 billion of lease-
adjusted debt outstanding at Sept. 30, 2008.

OSG is one of the world's leading liquid bulk shipping companies,
engaged primarily in the ocean transportation of crude oil and
petroleum products in the international market and the domestic
U.S. flag trade.  At Sept. 30, 2008, the company operated a fleet
of 120 vessels, aggregating 12.6 million deadweight tons.  In
addition to its current operating fleet, the company will take
delivery of 36 vessels (15 chartered-in under operating leases and
21 newbuilds) between 2008 and 2011, bringing the total operating
fleet to 156 vessels.

"The negative outlook reflects our expectations that tanker rates
will continue to decline over the next year and could cause a
meaningful deterioration in the company's cash generation and
financial profile.  If this were to happen, causing debt to EBITDA
to increase to 6.0x for a sustained period, we could lower the
ratings.  We could revise the outlook to stable if tanker rates
become materially more favorable than our 2009 expectations and we
expect that improvement to be sustained," according to S&P.

"Ratings take into account the company's high exposure to spot
market and incorporate an expectation of some volatility to its
credit measures due to market conditions."


OXBOW CARBON: S&P Keeps 'B+' Corp. Credit Rating, Off CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Oxbow
Carbon LLC, including its 'B+' corporate credit rating, and
removed them from CreditWatch, where they had been placed on
Aug. 26, 2008, with positive implications.  The rating actions are
a result of improved credit measures.  The outlook is stable.

The affirmation and CreditWatch removal reflect S&P's expectation
that despite the company's good operating performance in 2008,
which was primarily driven by strong pricing and improved margins
in the calcined petroleum coke (CPC) and fuel grade coke business
segments, performance and credit metrics will deteriorate
materially in 2009.  Oxbow's debt to EBITDA is estimated to have
been around 2x at Dec. 31, 2008, however, due to weak end markets
resulting in lower volumes and margin compression in most of its
business segments (except U.S. coal which should see margins
expand).

"We expect the company's credit metrics to weaken.  Still, we
expect credit measures to remain in-line with the rating with debt
to EBITDA below 4x," S&P says.

The ratings on Oxbow reflect the company's relatively thin
operating margins, cyclical end markets, a currently weak
operating environment, and a somewhat aggressive financial policy.
Still, the company maintains a leading competitive position in the
fuel-grade and calcined petroleum coke markets and benefits from a
base of diversified businesses and customers.


PARAMOUNT BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Farmington Hills,
Mich.-based Paramount Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Paramount Bank is is chartered as a Federal Reserve member, and
primarily regulated by the Federal Reserve Board.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
the financial institution was established on Feb. 12, 1009.
Paramount Bank maintains a Web site at
http://www.paramountbank.com/

FDIC data shows that Paramount Bank has five branches in Michigan
and one branch in Nevada.  At Sept. 30, 2008, Paramount Bank
disclosed $258 million in assets and $243 million in liabilities
in its regulatory filings.


PARENT CO: Court Authorizes February 4 Auction for EToys
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Parent Co., to auction off its assets, which include products
for babies and children, on Feb. 4.

The company had requested for a Jan. 28 auction, but the official
committee of unsecured creditors of Parent Co., asked the
Bankruptcy Court to delay the bidding process for three weeks,
citing that it needs more time to investigate whether sufficient
marketing took place before the Chapter 11 filing.

The Court approved a slightly slower schedule, albeit it was
closer to the Debtor's proposed schedule than what was sought by
the Committee.

According to Bloomberg's Bill Rochelle, bids are due Feb. 2, and
an auction will be held Feb. 4 if qualified bids are received.
The Court will consider approval of the sale or the results of the
auction at a hearing on Feb. 6.

Mr. Rochelle notes that no buyers are yet under contract, and
bidders may offer to purchase some or all of the assets.

                     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.


PILGRIM'S PRIDE: To Sell Part of Stake in Archer-Daniels
--------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates seek authority from the
bankruptcy court to sell a half interest in a grain elevator
operation to Archer-Daniels-Midland Co., which already owns the
other half.

Pilgrim's Pride informed Judge Michael Lynn of the U.S. Bankruptcy
Court for the Northern District of Texas that before it filed for
bankruptcy it engaged in discussions with ADM we regarding the
possibility of selling either its membership interest in the grain
elevator operation, named ADM/Pilgrim's Pride LLC, to ADM or the
entire the joint venture to a third party.  The parties marketed
ADM/Pilgrim to various grain vendors and received one bid from a
grain vendor.  The bid, however, was lower than what is being
offered by ADM.

Pilgrim's Pride asks the Court to approve the sale, noting that it
would nearly $5 million into its estates.  It added that given a
transfer restriction and the right of first refusal provided for
in their contract with ADM, it would be difficult for PPC to sell
its interest in ADM/Pilgrim to an entity other than ADM.

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $3,298,709,000, total liabilities of $2,946,968,000 and
stockholders' equity of $351,741,000.

A nine-member committee of unsecured creditors has been appointed
in the case.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


POLYTECHNIC INSTITUTE: S&P Keeps 'BB+' Rating 2007 NYC IDA Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed the 'BB+' rating on the New York City
Industrial Development Agency's series 2007 civic facility
refunding revenue bonds issued on behalf of Polytechnic Institute
of New York University.

"The outlook revision reflects improved demand characteristics and
positive financial resources, along with the school's affiliation
with New York University for eventual consolidation," said
Standard & Poor's credit analyst Lori Torrey.

The 'BB+' rating and positive outlook also reflect good student
quality with an average SAT score of 1,215 for incoming freshman
in fall 2008, a largely restricted endowment of $124.3 million as
of June 30, 2008, and a solid management team.  In addition, the
university has no plans to issue any additional debt.

Offsetting credit factors precluding a higher rating include
challenged operating performance on a GAAP basis with a slight
deficit of $1.2 million for fiscal 2008 and a larger operating
deficit expected for fiscal 2009, and very low levels of financial
resources in fiscal 2008 with unrestricted resources of $2.4
million representing just 2% of operating expenses and 2% of
outstanding debt.  Furthermore, the university has moderately high
pro forma maximum annual debt service burden of 6% of operations.

Polytechnic Institute, the nation's second-oldest private
engineering university, was founded in 1854 in Brooklyn, N.Y.


QUEBECOR WORLD: Creditors Sue RBC, Societe to Recover Conveyances
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in
Quebecor World (USA), Inc.'s Chapter 11 cases delivered to the
U.S. Bankruptcy Court for the Southern District of New York a
complaint to avoid and recover fraudulent conveyances that
Quebecor World or its units improperly made to the Royal Bank of
Canada, Computershare Trust Company of Canada, and lenders in the
RBC syndicate in late October 2007, within two years before the
commencement of the Chapter 11 cases.

David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, tells the Court that in or about the fall of 2007,
Quebecor World (USA), Inc. and its non-Debtor Canadian parent,
Quebecor World Inc. entered into the Fourth Amendment to that
certain prepetition Credit Agreement, which was previously a
completely unsecured facility with RBC and a Subsidiary Guaranty
with Societe Generale (Canada).  In connection with these
Agreements, RBC and Societe Generale demanded that some 39 United
States Debtor subsidiaries of QWUSA, none of which are parties to
the Credit Agreement, provide unsecured guaranties covering the
entire $750 million loan obligation under the Credit Agreement as
amended by the Fourth Amendment and the C$156.9 million loan under
the Subsidiary Guaranty.

Additionally, one specific Conveying Subsidiary, QW Memphis Corp.,
was required to grant a lien on certain of its personal and real
property.  RBC and Societe Generale also demanded that another
Conveying Subsidiary, The Webb Company, and a nonguarantor Debtor
subsidiary, Quebecor World Memphis LLC, each provide collateral in
the form of a pledge of their stock of QW Memphis.  The Collateral
was transferred to CTCC as the collateral agent for RBC and
Societe Generale under relevant collateral documents.

According to Mr. Botter, none of the Transferors previously served
as a guarantor, or was otherwise obligated for QWI's and QWUSA's
debt under the Credit Agreement.  Nor were any of the Transferors
parties to the Credit Agreement.  Mr. Botter asserts that none of
the Transferors received reasonably equivalent value from RBC and
Societe Generale - or indeed any consideration - in exchange for
the delivery of the Guaranties and Collateral.

Moreover, Mr. Botter says, each of the Transferors (i) was either
insolvent at the time that the Guaranties and Collateral were
delivered or rendered insolvent by such delivery, (ii) was left,
or about to be left, with unreasonably small capital following the
delivery of the Guaranties and Collateral, or (iii) intended to
incur, or believed that it would incur, debts that it would be
unable to pay as such debts matured in connection with the Fourth
Amendment.

Accordingly, Mr. Botter argues that the delivery of the Guaranties
and Collateral constitutes fraudulent conveyances, and should be
avoided and recovered for the benefit of the Debtors' estates
pursuant to Section 548(a)(1)(B) and 550(a) of the Bankruptcy
Code, as well as Section 273, 275 and 278 of the New York Debtor
and Creditor Law.  Further, any claims held by the Defendants
against the Debtors' estates must be disallowed pursuant to
Section 502(d) of the Bankruptcy Code, unless the Guaranties and
Collateral, or their value, are turned over to the Debtors'
estates.

Accordingly, the Committee asks the Court to:

   (a) avoid the delivery of the Guaranties and transfers of the
       Collateral to RBC and Societe Generale, as fraudulent
       conveyances;

   (b) recover the Guaranties delivered and Collateral
       transferred to RBC and Societe Generale; and

   (c) disallow any claims held by RBC and Societe Generale,
       against the Debtors pursuant to Section 502(d) of the
       Bankruptcy Code, unless the Guaranties and Collateral, or
       their value, are turned over to the Debtors' estates.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.

Bankruptcy Creditors' Service, Inc., publishes Quebecor Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding and foreign
proceedings undertaken by Quebecor World Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


SCH CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SCH Corp.
        180 Avenida La Pata, Suite 200
        San Clemente, CA 92673
        Tel: (302) 777-6500

Bankruptcy Case No.: 09-10198

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
ACCS Corp.                                         09-10199
American Corrective Counseling Services, Inc.      09-10200

Type of Business: The Debtors offer bad check diversion programs.

Chapter 11 Petition Date: January 19, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsels: James C. Carignan, Esq.
                   carignaj@pepperlaw.com
                   Pepper Hamilton LLP
                   Hercules Plaza, Suite 5100
                   1313 Market Street
                   Wilmington, DE 19801
                   Tel: (302) 777-6500
                   Fax: (302) 421-8390

                     -- and --

                   Friedman Kaplan Seiler & Adelman LLP

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jones Day                      legal fees        $1,329,218
3 Park Plaza, Ste. 1100
Irvine, CA 92614-5976
c/o S.M. Harpen
Tel: (949) 851-3939

Payne & Fears LLP              legal fees        $200,401
4 Park Plaza Suite 1100
Irvine, CA 92614
c/o Scott S. Thomas
Tel: (949) 851-1100

BTI Communications Group Ltd   telephone         $91,500
15700 W. 103rd Street          equipment
Suite 110
Lemont, IL 60439
c/o Eric Brackett
Tel: (562) 298-5001

Kieckhafer, Schiffer & Co.     audit & tax       $67,722
LLP                            services

Diversified Data & Comm. Inc.  operations        $57,355

KPMG LLP                       forensic svcs     $41,894

First Insurance Funding Corp.  insurance         $18,446

InfoSend Inc.                  letter printing   $14,041

Great American Networks        operations        $12,234

Banner Personnel Service Inc.  fee               $10,000

Devon & Devon Career           temp labor        $10,228

Los Angeles Times              career builder    $8,260

Platinum Advisors              professional svcs $6,125

Corporate Express Inc.         office supplies   $5,781

Tamco Capital Corp.            lease             $4,878

Henderson Franklin Starnes &   legal fees        $4,415
Holt PA

Everest National Insurance Co. insurance         $4,132

Dell Financial Services        computer          $3,678

Key Equipment Finance          lease             $3,252

Pitney Bowes                   purchase          $3,172

The petition was signed Michael Schreck, chief executive officer.


SJ LAND: May Hire Winthrop Couchot as General Insolvency Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted SJ Land, LLC, permission to employ Winthrop Couchot
Professional Corporation as its general insolvency counsel.

As reported in the Troubled Company Reporter on Dec. 8, 2008, as
the Debtor's general insolvency counsel, Winthrop Couchot will,
among others, represent the Debtor in any proceedings or hearings
in the Bankruptcy Court and in any other court where the Debtor's
rights under the Bankruptcy Code may be litigated or affected, and
perform such other services as the Debtor may require in
connection with its Chapter 11 case.

The firm told the Court that it received the amount of $50,000
from Mountain Resort Properties, an affiliate of the Debtor, as
payment for the Debtor and an affiliate's then outstanding
obligations and to fund a retainer for the firm's representation
of the Debtor in its Chapter 11 case.  As of the Petition Date,
the firm was owed the amount of approximately $31,394 for services
that the firm had rendered to the Debtor and its affiliate.  After
application of the $50,000 payment, the amount of approximately
$18,606 was left to fund the Retainer.

Robert E. Opera, Esq., a shareholder at Winthrop Couchot, assured
the Court that the firm does not have any interest adverse to the
Debtor or its estate, and that the firm is a "disintersted person"
as that term is defined under Sec. 101(14) of the Bankruptcy Code.

As compensation for their services, Winthrop Couchot's
professionals bill:

                                   Hourly Rate
                                   -----------
     Robert E. Opera, Esq.            $595
     Sean A. Okeefe, Esq.             $575
     Paul J. Couchot, Esq.            $575
     Richard H. Golubow, Esq.         $425
     Peter W. Lianides Esq.           $425
     Charles Liu, Esq.                $395
     Kavita Gupta, Esq.               $325
     Lindy Herman, Esq.               $225
     P.J. Marksbury, Legal Asst.      $195
     Legal Assistant Associates        $95

Headquartered in San Jacinto, California, SJ Land, LLC, filed for
Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case No.
08-24398).  The company is the developer of an approximately 512-
acre tract of real property located in San Jacinto, Riverside
County, California.  The company was forced to file for bankruptcy
protection after efforts to restructure its obligations with John
A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and
Chad Spyksma, failed.  The Debtor acquired its interests in the
property from the Spyksmas.  In its schedules, the Debtor listed
total assets of $82,824,999, and total debts of $30,775,465.


SSCE FUNDING: Moody's Cuts Trade Receivables-Backed Notes
---------------------------------------------------------
Moody's Investors Service has downgraded the Series 2004-1 Class A
Floating Rate Term Notes, Class B Floating Rate Term Notes, Class
C Floating Rate Term Notes, and the Series 2004-2 Variable Funding
Notes issued by SSCE Funding, LLC.  The ratings remain under
review for possible downgrade.

The notes are backed by trade receivables generated by the U.S.
operations of Smurfit-Stone Container Enterprises, Inc. (SSCE,
Caa2 corporate family rating; rating remains under review), a
subsidiary of Smurfit-Stone Container Corporation.  SSCE is an
integrated producer of containerboard and corrugated containers
and is a large collector, marketer, and exporter of recycled
fiber.  The company also produces market pulp and kraft paper.

The rating action on the Notes was prompted by these recent
events.  First, on January 15, 2009 Moody's downgraded the rating
of SSCE from B3 to Caa2 (rating under review for further
downgrade).  This action was due to continued weakness in the
company's operating environment and increased potential for
default or distressed restructuring, including bankruptcy.
Second, as of the November 2008 monthly report, the required
reserves were recalculated.  This recalculation has resulted in a
reduction of the reserves by approximately 50% from the previous
month.  The uncertainty regarding the company's current liquidity
position and the lower enhancement have triggered the current
rating actions.

The receivables have performed within expectations; however, there
is concern that the quality of servicing and portfolio performance
may deteriorate if there is further deterioration of the company.
Moody's review of the Notes will continue to focus on the
financial strength of SSCE as servicer of the receivables which is
an important factor in Moody's overall credit assessment of the
Notes issued by SSCE Funding, LLC.

Moody's last rating action on the Notes was on January 7, 2009.
The principal methodology used in rating the Notes was "Moody's
Approach to Rating Trade Receivables-Backed Transactions" dated
July 8, 2002, which can be found at http://www.moodys.com/.

Rating Action: Downgrade and Review for Possible Downgrade

   Issuer: SSCE Funding, LLC

   -- Tranche Description: US$308,000,000 Class A Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to Ba1; rating remains under review

      Previous Rating: Assigned A1; rating remains under review on
      January 7, 2009

   -- Tranche Description: US$21,000,000 Class B Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to B2; rating remains under review

      Previous Rating: Assigned Baa2; rating remains under review
      on January 7, 2009

   -- Tranche Description: US$21,000,000 Class C Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to Caa1; rating remains under review

      Previous Rating: Assigned Ba1; rating remains under review
      on January 7, 2009

   -- Tranche Description: US$100,000,000 Variable Funding Note,
      Series 2004-2

      New Rating: Downgraded to Ba1; rating remains under review

      Previous Rating: Assigned A3; rating remains under review on
      January 7, 2009


SMURFIT-STONE: Moody's Cuts Trade Receivables-Backed Notes
----------------------------------------------------------
Moody's Investors Service has downgraded the Series 2004-1 Class A
Floating Rate Term Notes, Class B Floating Rate Term Notes, Class
C Floating Rate Term Notes, and the Series 2004-2 Variable Funding
Notes issued by SSCE Funding, LLC.  The ratings remain under
review for possible downgrade.

The notes are backed by trade receivables generated by the U.S.
operations of Smurfit-Stone Container Enterprises, Inc. (SSCE,
Caa2 corporate family rating; rating remains under review), a
subsidiary of Smurfit-Stone Container Corporation.  SSCE is an
integrated producer of containerboard and corrugated containers
and is a large collector, marketer, and exporter of recycled
fiber.  The company also produces market pulp and kraft paper.

The rating action on the Notes was prompted by these recent
events.  First, on January 15, 2009 Moody's downgraded the rating
of SSCE from B3 to Caa2 (rating under review for further
downgrade).  This action was due to continued weakness in the
company's operating environment and increased potential for
default or distressed restructuring, including bankruptcy.
Second, as of the November 2008 monthly report, the required
reserves were recalculated.  This recalculation has resulted in a
reduction of the reserves by approximately 50% from the previous
month.  The uncertainty regarding the company's current liquidity
position and the lower enhancement have triggered the current
rating actions.

The receivables have performed within expectations; however, there
is concern that the quality of servicing and portfolio performance
may deteriorate if there is further deterioration of the company.
Moody's review of the Notes will continue to focus on the
financial strength of SSCE as servicer of the receivables which is
an important factor in Moody's overall credit assessment of the
Notes issued by SSCE Funding, LLC.

Moody's last rating action on the Notes was on January 7, 2009.
The principal methodology used in rating the Notes was "Moody's
Approach to Rating Trade Receivables-Backed Transactions" dated
July 8, 2002, which can be found at http://www.moodys.com/.

Rating Action: Downgrade and Review for Possible Downgrade

   Issuer: SSCE Funding, LLC

   -- Tranche Description: US$308,000,000 Class A Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to Ba1; rating remains under review

      Previous Rating: Assigned A1; rating remains under review on
      January 7, 2009

   -- Tranche Description: US$21,000,000 Class B Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to B2; rating remains under review

      Previous Rating: Assigned Baa2; rating remains under review
      on January 7, 2009

   -- Tranche Description: US$21,000,000 Class C Floating Rate
      Term Note, Series 2004-1

      New Rating: Downgraded to Caa1; rating remains under review

      Previous Rating: Assigned Ba1; rating remains under review
      on January 7, 2009

   -- Tranche Description: US$100,000,000 Variable Funding Note,
      Series 2004-2

      New Rating: Downgraded to Ba1; rating remains under review

      Previous Rating: Assigned A3; rating remains under review on
      January 7, 2009


STANDARD MOTOR: S&P Cuts Rating to 'CCC+' on Liquidity Risk
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Long Island City, N.Y.-based Standard Motor Products
Inc. to 'CCC+' from 'B-' and lowered its issue-level rating on
the company's debt. The outlook is developing.

"The downgrade reflects our view that the liquidity risk of the
company has heightened as the economy continues to deteriorate,"
said Standard & Poor's credit analyst Lawrence Orlowski.  Standard
Motor has approximately $45 million outstanding of its convertible
debentures that mature in July 2009.  The company is exploring
outside financing and at the same time pursuing a plan to retire
the debt through internal cash flow.  On Jan. 16, 2009, the
company announced that it was suspending its quarterly dividend of
$0.09 per share.

"We think Standard Motor's various plans to retire its convertible
debt are subject to greater risk given ongoing difficulties in the
credit markets and the pressure on the company's cash generation,"
added Mr. Orlowski, "as consumers postpone purchases in light of
rising unemployment and historically low confidence in the
economy."


STAR TRIBUNE: Can Use Credit Suisse's Cash Collateral on Interim
----------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York authorized Star Tribune Holdings
Corporation and its debtor-affiliate to use, on an interim basis,
cash collateral securing repayment of secured loans to Credit
Suisse Cayman Islands Branch.

Judge Drain also authorized the Debtors to use cash collateral to
pay (i) all fees required to be paid to the clerk of the Court or
to the U.S. Trustee pursuant to section 1930(a) of title 28 of the
United States Code, and (ii) all reasonable fees and expenses in
an amount not exceeding $100,000 in the aggregate incurred by a
trustee appointed pursuant to section 726(b) of the Bankruptcy
Code.

The Debtors said they have an immediate need to use cash
collateral to permit the orderly continuation of the operation of
their business, among other things.  Access to sufficient working
capital and liquidity through the use of cash collateral and other
accommodations is vital to the preservation of their going concern
values and successful reorganization, according to the Debtors.

As adequate protection, the lender will be granted effective and
perfected as of the date of entry of the initial interim order and
without the necessity of the execution of mortgages, security and
pledges agreements, financing statements, a junior security
interest in and lien on all the pre- and postpetition property of
the Debtors.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate 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.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STAR TRIBUNE: Court Approves Garden City as Claims Agent
--------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York authorized Star Tribune Holdings
Corporation and its debtor-affiliates to employ Garden City Group
as their notice agent and claims agent.

The firm is expected to:

  a) prepare and serve required notices in these chapter 11
     cases, including:

      i) notice of the commencement of the chapter 11 cases and
         the initial meeting of creditors under Section 341(a) of
         the Bankruptcy Code;

     ii) notice of the claims bar date;

    iii) notice of objections to claims;

     iv) notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

      v) other miscellaneous notices to any entities, as the
         Debtors or the Court may deem necessary or appropriate
         for an orderly administration of the chapter 11 cases;

  b) after the service of a particular notice, file with the
     Clerk's Office a certificate or affidavit of service that
     includes a copy of the notice involved, an alphabetical list
     of persons on whom the notice was served and the date and
     manner of service;

  c) maintain copies of all proofs of claim and proofs of interest
     filed;

  d) maintain official claims registers, including, among other
     things, the following information for each proof of claim or
     proof of interest:

      i) the applicable Debtor;

     ii) the name and address of the claimant and any agent
         thereof, if the proof of claim or proof of interest was
         filed by an agent;

    iii) the date received;

     iv) the claim number assigned; and

      v) the asserted amount and classification of the claim;

  e) implement necessary security measures to ensure the
     completeness and integrity of the claims registers;

  f) transmit to the Clerk's Office a copy of the claims
     registers on a weekly basis, unless requested by the Clerk's
     Office on a more or less frequent basis;

  g) maintain an up-to-date mailing list for all entities that
     have filed a proof of claim or proof of interest, which
     list shall be available upon request of a party in interest
     or the Clerk's Office;

  h) provide access to the public for examination of copies of
     the proofs of claim or interest without charge during
     regular business hours;

  i) record all transfers of claims pursuant to Rule 3001(e) of
     the Federal Rules of Bankruptcy Procedure and provide notice
     of the transfers as required by Bankruptcy Rule 3001(e);

  j) comply with applicable federal, state, municipal and local
     statutes, ordinances, rules, regulations, orders and other
     requirements;

  k) Provide temporary employees to process claims, as necessary;

  l) 30 days' prior to the close of the cases, an order dismissing
     GCG will be submitted terminating the services of GCG upon
     completion of its services and upon the closing of the
     chapter 11 cases;

  m) at the close of the case, box and transport all original
     documents in proper format, as specified by the Clerk's
     Office, to the Federal Records Center; and

  n) promptly comply with such further conditions and
     requirements as the Clerk's Office or the Court may at any
     time prescribe.

The firm's professionals and their compensation rates are:

     Designation                          Hourly Rate
     -----------                          -----------
     Senior Management                    $250
     Directors, Senior Consultants, and
      Assistants Vice Presidents          $175-$250
     Project Managers, Senior Project
      Managers, and Department Managers   $125-$150
     Graphic Support                      $125
     Systems & Technology Staff           $100-$200
     Project Supervisors                  $95-$110
     Quality Assurance Staff              $80-$125
     Project Administrators               $70-$85
     Customer Services Reps               $57
     Mailroom and Claims Control          $50
     Data Entry Processors                $50
     Administrative                       $45-$50

Jeffrey S. Stein, vice president of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate 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.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflicts counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STAR TRIBUNE: Court Okays Release of Funds to Back Buyout Checks
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved the release of funds to
back The Star Tribune Co.'s buyout checks, David Brauer at
Minnpost.com posted on his blog, citing Newspaper Guild executive
officer Mike Bucsko.

According to Mr. Brauer, Star Tribune representatives told 10
buyout participants that the checks they were holding wouldn't
clear.  Mr. Brauer said that many of the checks were cut before
Star Tribune filed for bankruptcy.

Mr. Brauer said that buyout-takers received checks on Jan. 9, but
they were only for the last pay period and unused vacation.
According to Mr. Brauer, the lump-sum buyout checks weren't
scheduled to arrive until Jan. 24, the end date for workers to
cancel their buyout requests.

Mr. Brauer reports that once Star Tribune entered bankruptcy, a
judge had to approve any cash transfers to protect creditors'
interests.  Mr. Brauer said that had the funds not been disbursed,
Star Tribune employees could have become unsecured creditors.

The Star Tribune Company -- http://www.startribune.com-- operates
the largest newspaper in the state of Minnesota and published
seven days each week in an edition for the Minneapolis-Saint Paul
metropolitan area.  The company is based in Minneapolis,
Minnesota.  The company filed for Chapter 11 bankruptcy protection
on Jan. 15, 2009 (Bankr. S.D. N.Y. Case No. 09-10245).  Marshall
Scott Huebner, Esq., at Davis Polk & Wardwell assists the company
in its restructuring effort.  Blackstone Group LP is Star
Tribune's financial advisor.  Star Tribune's conflict counsel is
Curtis, Mallet-Prevost, Colt & Mosle LLP.  Its claims agent is
Garden City Group Inc.


STATE STREET: S&P Cuts Rating to 'A+/A-1'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on State
Street Corp. and subsidiaries one notch, including lowering the
counterparty credit rating on State Street Corp. to 'A+/A-1' from
'AA-/A-1+'.  The outlook is negative.

"The rating actions reflect recent mounting evidence of heightened
business risk factors illuminated by the recent global market
dislocations," said Standard & Poor's credit analyst Charles D.
Rauch.  Specifically, the company's asset-management unit has
taken more than $1.2 billion of special charges during the past
five quarters, the unrealized losses in the on-balance-sheet bond
portfolio and the off-balance-sheet asset-backed commercial paper
(ABCP) conduits have widened considerably, and in a recent 8-K
filing, new risks have surfaced within its securities lending
business.

"The issue with regard to the last item is whether collateral
entering/exiting commingled cash collateral pools State Street
manages for securities lending participants should be accounted
for by the participants at a net asset value of $1.00 per unit, as
transacted by State Street, or at fair market value, which
currently averages $0.94 per unit," S&P says.  "At Dec. 31, 2008,
the commingled cash collateral pools totaled $122 billion.  State
Street does not have any direct economic risk to these pools.  The
risk is whether participants in these commingled pools might seek
to hold State Street responsible if they incur losses because they
must now account for the collateral in the commingled pools at
fair market value.  Furthermore, there may be reputational damage
to State Street's asset management and securities lending
businesses, which could hurt future profitability."

"The downgrade also factors in our more negative core earnings
outlook for the company in 2009.  The sharp drop in stock prices
around the globe has led to lower levels of assets under custody
(AUC) and assets under management (AUM).  Because top-line
revenues depend largely on the levels of AUC and AUM, we expect
core profitability to be under pressure during 2009, even after
anticipated cost savings from the restructuring plan announced in
December 2008.

"We consider State Street's current and prospective
capitalization, but these are not major factors in the downgrade.
(Our analysis of capital assumes full consolidation of the ABCP
conduits at current market values.)  Our proprietary measures of
risk-adjusted capital (e.g., adjusted total equity as a percentage
of risk-weighted assets) are adequate, but could be hurt if the
company has to take more other-than-temporary- impairment charges
on its bond portfolio.

"Current ratings consider State Street's prominent market position
servicing and managing the financial assets of global
institutional investors, as well as its standing as a systemically
important financial institution in the U.S. Current ratings do not
include any notching uplift from State Street's stand-alone credit
profile to reflect the possibility of future extraordinary
government support for a systemically important bank, should it be
required.

"The negative outlook takes into consideration new risk factors in
the securities lending business, as well as the earnings pressures
on State Street's two core businesses -- investment servicing and
asset management -- which are directly affected by the worldwide
declines in asset values.  We expect profitability to be lower in
2009.  But if the drop in core earnings is worse than we now
expect, if the bond portfolio is subject to material impairment
charges, or if other extraordinary charges related to market risks
continue to be high, we could lower the ratings.  We do not see
any upside ratings potential at this time."


SUNWEST MANAGEMENT: Jon Harder Resigns as CEO
---------------------------------------------
Portland Business Journal reports that Jon Harder has resigned as
Sunwest Management Inc.'s CEO.

Mr. Harder will step aside because a controversy about him has
affected Sunwest's reorganization attempts, The Associated Press
states, citing Clyde Hamstreet at Hamstreet & Associates, the
business turnaround consultant running Sunwest.

As reported by the Troubled Company Reporter on Jan. 7, 2009,
Mr. Harder filed a personal chapter 11 petition before the U.S.
Bankruptcy Court for the District of Oregon, joining 20 Sunwest
entities that are already in bankruptcy protection.  Mr. Harder
personally guaranteed much of the Sunwest companies' $1.8 billion
in secured debt.

Portland Business relates that Hamstreet wants to stave off
Sunwest Management's creditors long enough to sell the company's
troubled assets.

According to Portland Business, Hamstreet said that it closed the
sale of approximately 45 senior housing facilities on Friday to an
undisclosed private equity firm.  Senior Resource Group will
continue operating the properties under the name LaVida
Communities, Portland Business states.  Most of the sold
properties, Portland Business relates, had been funded by GE
Healthcare Finance, which moved to foreclose on some of the
Sunwest properties in July 2008.  The sale, according to the
report, was part of an agreement with GE Healthcare.  The report
says that GE Healthcare entered a forbearance agreement on
additional properties it continues to hold.

Sunwest has 200 senior living properties remaining, Portland
Business reports.

The AP says that Hamstreet also replaced Sunwest's chief financial
officer Curtis Brody.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TARRAGON CORP: Subject to Delisting by Nasdaq
---------------------------------------------
Tarragon Corporation received a NASDAQ Staff Determination notice
on January 12, 2009 in connection with the Company's filing of
voluntary petitions for reorganization under Chapter 11,
indicating that pursuant to Marketplace Rules 4300, 4450(f) and
IM-4300, the Company's common stock will be delisted from The
NASDAQ Stock Market. Trading will be suspended at the opening of
business on January 22, 2009.

The Company does not intend to appeal the NASDAQ staff's
determination and therefore expects that the Company's common
stock will be delisted after completion by NASDAQ of application
to the Securities and Exchange Commission. As previously
communicated, it is not expected that there will be any
distribution to Tarragon equity holders in conjunction with the
bankruptcy cases.

New York-based Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TD AMERITRADE: Moody's Upgrades Rating to Baa3 From Ba1
-------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba1 the senior
secured rating facilities of TD AMERITRADE Holding Corporation.
Moody's also assigned a first-time issuer rating of Baa3 to TD
AMERITRADE.  The ratings continue to be on review for a possible
upgrade.

The primary reason for the upgrade is the significant improvement
in the operating fundamentals of TD AMERITRADE over the last
several years, evidenced by the company's strong earnings
generation ability, high profit margins and resultant credit
metrics.  Specifically, TD AMERITRADE's cash flow leverage of
about 1x and interest coverage of over 18x provide it with a
meaningful degree of financial flexibility, which is particularly
critical during the current period of macroeconomic and financial
market uncertainty.

"The durability of TD AMERITRADE's credit metrics is supported by
the company's improved earnings diversification, efficient
operating platform, and strong competitive position in the online
brokerage industry," said Moody's analyst, Alexander Yavorsky.

Despite the possibility of a potentially sharp slowdown in
customer trading activity in the coming quarters, as well as
downward pressure on net interest margin and interest earnings
balances, TD AMERITRADE's debt service capacity and credit profile
should remain resilient and consistent with its assigned ratings,
Moody's said.  This includes possible, though less likely negative
scenarios, under which pre-tax earnings may decline by half.

Moody's also noted that TD AMERITRADE's ratings continue to
receive one notch of support from its close relationship with
Toronto Dominion ("TD", Aa2 baseline credit assessment), its
largest shareholder, which announced its intention to increase its
stake to 45% from 40% in the coming months. In addition to TD
AMERITRADE's strategic importance to TD, the latter also exercises
an important degree of oversight and control over TD AMERITRADE,
which Moody's views as beneficial to the company's risk profile.

During its ratings review, Moody's will focus on further
evaluating the operating performance of the company in the current
market environment, both from the standpoint of client trading
activity, as well as the level and granularity of customer margin
balances and net interest performance of its lucrative money
market deposits.

Moody's also noted that TD AMERITRADE's credit profile is
negatively affected by its high double leverage and negligible
tangible equity, both currently and pro-forma for the pending
acquisition of thinkorswim.  Although TD AMERITRADE has been able
to substantially reduce its tangible equity deficit over the last
two years, the likelihood of establishing a permanent and sizable
tangible equity cushion is diminished by management's notable
appetite for acquisitions.

Although these weaknesses, coupled with the possibility of future
debt-financed acquisitions, are somewhat mitigated by TD
AMERITRADE's proven track record in integrating acquisitions as
well as by strong cash flow generation ability, they remain long-
term constraints on the rating.  Similarly, the low monetization
of client assets besides cash and money market balances
contributes to the monoline nature of TD AMERITRADE's business
model and represents another long-term rating constraint, if
greater earnings diversification is not achieved.

The last rating action on TD AMERITRADE was on December 15, 2005
when Moody's assigned a first-time Ba1 rating to the company's
senior secured credit facilities.

TD AMERITRADE is a major online retail brokerage firm based in
Omaha, Nebraska, that reported $1.3 billion in pre-tax earnings on
$2.5 billion in net revenue in fiscal 2008 (ended September 30,
2008).

These ratings were affected by this rating action:

Upgrades:

   Issuer: TD AMERITRADE Holding Corporation

      -- US$250M Senior Secured Bank Credit Facility Due 2011,
         Upgraded to Baa3 from Ba1; Placed Under Review for
         further Possible Upgrade;

      -- US$1650M Senior Secured Bank Credit Facility Due 2012,
         Upgraded to Baa3 from Ba1; Placed Under Review for
         further Possible Upgrade; and

      -- US$300M Senior Secured Bank Credit Facility Due 2010,
         Upgraded to Baa3 from Ba1; Placed Under Review for
         further Possible Upgrade

Assignments:

   Issuer: TD AMERITRADE Holding Corporation

      -- Issuer Rating, Assigned Baa3; Placed Under Review for
         further Possible Upgrade

Outlook Actions:

   Issuer: TD AMERITRADE Holding Corporation

      -- Outlook, Changed To Rating Under Review From Stable


TERRA INDUSTRIES: S&P Puts 'BB' Credit Rating on Watch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sioux
City, Iowa-based Terra Industries Inc., including its 'BB'
corporate credit rating, on CreditWatch with developing
implications.  At the same time, it placed its rating on Terra
Capital Inc., a wholly owned subsidiary of Terra Industries, on
CreditWatch with developing implications.  The rating actions
follow a recent announcement concerning the proposed acquisition
of Terra by CF Industries Holdings Inc. in an all-stock
transaction.

"Developing implications mean that we could raise, lower, or
affirm the ratings on Terra, depending on future developments.
Terra has announced that it will evaluate CF Industries'
proposal," S&P says.  "It is not clear if the proposed acquisition
will go ahead, or if it does, what the capital structure of the
combined entity will be.  If the proposed acquisition does indeed
take place and the business and financial profiles improve as a
result, we could raise ratings.  However, if the debt burden in
the combined capital structure increases meaningfully, we could
lower ratings.  We could affirm the ratings if the transaction
results in business and financial risk profiles that are similar
to Terra's existing profiles."

With revenues of $2.7 billion as of Sept. 30, 2008, Terra produces
nitrogen fertilizer at facilities mainly in the U.S. but also in
the U.K.  The company is a leading player in the domestic U.S.
nitrogen market in a product which is a globally traded commodity.
Revenues and earnings are dependent on natural gas prices, which
have been volatile in recent years.  The company and the nitrogen
industry experienced strong earnings for the first nine months of
2008 led by unprecedented demand growth for fertilizer.

According to public filings, CF recorded revenue of $3.7 billion
for the 12 months ended Sept. 30, 2008, and is engaged in the
production of mainly nitrogen fertilizer, but also produces
phosphate fertilizer that contributes slightly more than 30% of
revenue.

Standard & Poor's will monitor developments related to the
proposed acquisition to determine the final impact on its ratings.
"We expect to resolve the CreditWatch when it becomes clear what
course of action Terra will take in response to CF's proposal, and
when further details of the acquisition plan, including the
proposed capital structure, are available.  If the transaction is
completed, we would expect to meet with management to understand
the future strategy and financial policy of the combined company."


TODIMUSICFEST: Files for Bankruptcy Protection
----------------------------------------------
Meghan Hoyer at The Virginian-Pilot reports that TodiMusicFest has
filed for bankruptcy protection.

According to The Virginian-Pilot, TodiMusicFest closed in 2008 due
to financial troubles.

The Virginian-Pilot relates that TodiMusicFest has more than a
quarter-million dollars in debts, mostly in the form of bank loans
and contract payments for the scheduled July 2008 performance of
"Aida," which never occurred because the company closed.

Court documents say that TodiMusicFest requested that its debts be
liquidated.  The Virginian-Pilot relates that TodiMusicFest lists
assets of over $20,000 in its checking account.

TodiMusicFest, says The Virginian-Pilot, needed $250,000 in annual
funding from the city of Portsmouth to continue its operations.
The report states that TodiMusicFest executive director Howard
Bender resigned in February 2008 due to a fight with the city over
future funding, and Conductor Walter Attanasi, an Italian who
helped run the festival, also left the organization.

Citing TodiMusicFest board president Eileen Thomason, The
Virginian-Pilot reports that the company tried to regroup and move
on, but without its founders and with little money, it was
dissolved.  The Virginian-Pilot relates that TodiMusicFest sold
some of its musical instruments and office equipment last year to
pay off debts.

According to court documents, TodiMusicFest owes money on two bank
loans and owes Mr. Attanasi and Mr. Bender and his wife -- who was
the company's development director -- more than $90,000 in
"deferred back salary" dating from 2003 to 2006.  Citing
Ms. Thomason, The Virginian-Pilot states that Mr. Attanasi and the
Bernders had declined some of their salaries each year to help
keep the festival going.

                      About TodiMusicFest

TodiMusicFest is a non-profit arts organization located in
Portsmouth.  It held cultural festival that for seven years
brought opera and dance performances.


TRANSDIGM GROUP: Fitch Affirms Issuer Default Rating at 'B'
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
TransDigm Group Inc. (NYSE: TDG) and its indirect subsidiary
TransDigm, Inc. (TDI), as well as affirming the ratings for the
senior secured credit facility and the senior subordinated notes.
The ratings affirmed are:

   TDG:
      -- Long-term IDR at 'B'.

   TDI:
      -- IDR at 'B';
      -- Senior secured revolving credit facility at 'BB/RR1';
      -- Senior secured term loan at 'BB/RR1';
      -- Senior subordinated notes at 'B-/RR5'.

The Rating Outlook remains Stable.  Approximately $1.35 billion of
debt is covered by these ratings.

Ratings have been affirmed given the company's high profit
margins, low capital expenditures and the resulting strong cash
flow.  The ratings are also supported by TDG's liquidity position.
TDG benefits from:

   -- Its diverse portfolio of engineered components for
      commercial and military platforms and programs;

   -- The company's role as a sole source provider for the bulk of
      its sales; military sales that help to offset the
      cyclicality of commercial jet manufacturing;

   -- Management's history of successful acquisitions and
      subsequent integration.

Concerns relate to:

   -- The company's willingness to increase leverage for
      acquisitions;

   -- the size or number of potential acquisitions going forward
      and the risks of integrating them successfully;

   -- TDG's exposure to the commercial aircraft aftermarket
      business which is expected to soften given the outlook for
      weaker air traffic globally (aftermarket accounted for 60%
      of fiscal 2008 (FY08) sales);

   -- Weak collateral support for the secured bank facility;

   -- The possibility of a change to cost-based pricing for some
      government-related work.

The Rating Outlook remains Stable as TDG's improved credit profile
should mitigate the less favorable operating environment in FY09.
Higher earnings and profitability have brought leverage down
substantially over the last 12 months.  However, the company
maintains an open stance toward acquisitions and has not
articulated a cash deployment strategy directed toward debt
reduction, which constrains the ratings in the medium term.
Overall, the company's credit profile is healthy at year-end FY08
and liquidity is strong.  However, Fitch remains cautious about
the trend of the credit profile going forward given expectations
for acquisitions or share repurchases and softness in the
aftermarket business.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
expected recovery for bank debt holders is 'RR1', indicating
recovery of 91%-100%.  Expected recovery for the 7.75% senior
subordinated notes remains within the 'RR5' recovery band of 11%-
30%, but Fitch believes the notes are at the top end of this
range.

Acquired businesses have created goodwill of over $1.4 billion or
about 60% of total assets which compares to just $96 million of
net PP&E, $144 million in inventories, $168 million of trademarks
and trade names, and $189 million of general intangibles as of
FY08.  The senior bank facilities are secured by a first priority
security interest in all assets including PP&E, inventories,
intellectual property and general intangibles.  Although this
indicates somewhat weakened collateral support for the
$780 million term loan and $200 million undrawn revolver, Fitch
believes the company's debt has ample cash flow support, and that
in a distressed scenario, the firm's going-concern value would
provide ample coverage, particularly given the essential and
exclusive nature of many of the company's products.

TDG continues to generate strong EBITDA margins, with margins
rising to 45.5% in FY08 against 43.5% in FY07.  EBITDA was
$325 million in FY08, a 26% increase from the prior year.  The
company has successfully executed its strategy of integrating new
businesses which focus on proprietary components.  TDG has been
able to maintain and expand margins as a result of several factors
including the company's position as a sole-source provider for 80%
of sales in FY2008; a large proportion of aftermarket sales (about
60% of sales), which earn robust margins; high barriers to entry
as the result of certification costs for aircraft components; and
the proprietary nature of roughly 95% of the product offerings.  A
dedicated focus on cost containment and productivity improvements
has also strengthened margins.

TDG had free cash flow (FCF) of $179 million in FY08. Free cash
generation is typically solid with FCF/Adjusted Debt in the high
single-digit-to-low double-digit percentage range.  At FY08 it was
13.2%, a significant increase from 7.4% a year earlier.  The
improvement comes from a $77 million increase in FCF and debt
which was unchanged.  The business is not capital intensive, which
also helps support free cash generation.  Capital expenditures
tend to be less than 2% of sales per year.

TDG had debt of $1,357 million compared to revenues of $714
million in FY08.  Leverage was 4.2 times (x) versus 5.3x in the
prior year.  Historical leverage shows a pattern coinciding with
the company's acquisition strategy: leverage rises after an
acquisition and then gradually moves down as earnings increase;
this is what occurred in FY08.  Large debt repayments have not
been typical in the past several years.  Furthermore, the company
has the ability to deploy its cash for share repurchases.  A
$50 million share repurchase program was announced in October
2008.

The credit agreement contains only one financial covenant.  The
Consolidated Secured Debt Ratio can be no greater than 4.75x as of
Dec. 31, 2008, and no greater than 4.5x beyond that date.  Fitch
believes that there is adequate cushion in the leverage test and
that only with a severe downturn would the company trip this
covenant.

TDG has acquired 24 businesses since 1993, including one since the
end of FY08.  Management remains open to further acquisitions and
indicates there are a greater number of small deals than larger
deals being considered.  Management has a solid record of
integrating acquisitions profitably.  Nonetheless, the potential
risks of aggressive M&A (either in size or number of deals) acts
as a constraint on the ratings.

TDG generates more than 70% of its revenue from commercial
aerospace, so the company is exposed to weakening demand.
However, the company is also exposed to aerospace segments (such
as aftermarket) that Fitch believes will be less volatile than
original equipment segments.  TDG's revenue breakdown in FY08 was
as follows: 42% commercial aftermarket, 16% defense aftermarket,
2% other aftermarket, 29% commercial OEM, 10% defense OEM, and 1%
other OEM.  Fitch expects the commercial aftermarket segment to
weaken given that it is driven primarily by air traffic, which has
turned negative.  Fitch's base case for the commercial aftermarket
is for a decline of 1%-2% in 2009, and the downside case is down
2%-4%.  This high-margin segment still has a favorable long-term
outlook given the aging of the regional jet and Airbus fleets,
long-term global air traffic growth, the growth of low cost
carriers, and outsourcing by airlines and governments.

At the end of FY08, the company had ample liquidity of $358
million which consisted of $159 million of cash and $199 million
on its revolving credit facility.  FCF (defined as cash flow from
operations less capex) was $179 million versus $102 million at the
end of FY07.  The improved FCF was largely driven by improved
working capital.  The working capital improvements were a result
of a reduction in days outstanding for accounts receivable (49
days in FY08 versus 64 in FY07).  Historically, days outstanding
for accounts receivable has averaged 63 days from FY05 through
FY07.

There are no debt maturities in the near term.  In 2012, the
company's undrawn revolver expires.  In 2013, its term loan
matures.  In 2014, the $575 million senior subordinated notes are
due.


TRUMP ENTERTAINMENT: May File for Bankruptcy Protection
-------------------------------------------------------
Suzette Parmley at Philadelphia Inquirer reports that Trump
Entertainment Resorts Inc. may file for bankruptcy protection if
it fails to reach an agreement with its lenders and note holders
on restructuring $1.25 billion in debt.

According to Philadelphia Inquirer, Trump Entertainment has made
three bankruptcy filings since 1991.

Philadelphia Inquirer relates that the deadline for Trump
Entertainment to reach an agreement with its lenders and note
holders was on Jan. 21, 2009.  According to the report, Trump
Entertainment failed to pay a $53.1 million bond on Dec. 1 and got
a 30-day extension.

Trump Entertainment said in a filing with the Securities and
Exchange Commission in November 2008 that the holders of 70% of
its outstanding senior secured notes due in 2015 agreed to wait
until Jan. 21 to exercise their rights related to the missed bond
payment.  Philadelphia Inquirer relates that the lenders involved
in a $490 million loan agreement also agreed to wait until that
date to exercise their rights.

Citing KDP Investment Advisors Inc. high-yield bond analyst
Barbara J. Cappaert, Philadelphia Inquirer reports that the
negotiations to restructure Trump Entertainment's massive debt and
fend off bankruptcy were likely to resume.  The report quoted her
as saying, "From the bank lenders' perspective, as long as the
company stays current and is paying on second-lien debt, they
should be supportive of negotiations.  My guess is there will be
an extension."

Wall Street analysts, Philadelphia Inquirer states, said that
Trump Entertainment can't reduce expenses as fast as revenue is
dropping at its three Atlantic City casinos.  According to the
report, Trump Entertainment's stock has dropped precipitously over
the last few years, plunging more than 40% in December 2006 after
it failed to land one of two slots licenses in Philadelphia.  The
failure emphasized Trump Entertainment's inability to expand
beyond Atlantic City, the report says, citing analysts.

Trump Entertainment stock closed at 22 cents on Jan. 20 on the New
York Stock Exchange, Philadelphia Inquirer relates.

Philadelphia Inquirer states that Trump Entertainment is trying to
sell Trump Marina to Coastal Development L.L.C., which has agreed
to purchase the property for $270 million and transform it into a
Margaritaville-themed casino.  According to the report, the deal
is set to close in May 2009, but could be delayed due to the
credit crunch.

               About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Trump Entertainment Resorts, Inc. reported that for three months
ended Sept. 30, 2008, its net loss was 139.1 million compared to
net income of $6.6 million for the same period in the previous
year.

For nine months ended Sept. 30, 2008, the company's net loss was
$187.6 million compared to net loss of $15.0 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.07 billion, total liabilities of $2.03 billion and
shareholders' deficit of about $44.8 million.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


TRUMP ENTERTAINMENT: Lenders Extend Payment Deadline to Feb. 4
--------------------------------------------------------------
The Associated Press' Wayne Parry reports that Trump Entertainment
Resorts, Inc. CEO Mark Juliano said the company reached an
agreement with its bond holders Wednesday to extend the deadline
on restructuring $1.25 billion worth of debt through Feb. 4.

As reported by the Troubled Company Reporter, Trump Entertainment
Resorts Holdings, L.P. and Trump Entertainment Resorts Funding,
Inc. did not make the interest payment due December 1, 2008 on
their 8.5% Senior Secured Notes due 2015.  The company has
obtained a forbearance agreement from the holders of an aggregate
of approximately 70% of the outstanding principal amount of the
Notes, pursuant to which such holders have agreed to forbear from
exercising their rights and remedies under the indenture governing
the Notes relating to the missed interest payment, and from
directing the trustee under the indenture from exercising any such
rights and remedies on the holders' behalf, until January 21,
2009, unless certain events occur.

In addition, the company has obtained a forbearance agreement from
the lenders under the company's $490 million senior secured term
loan agreement, pursuant to which the lenders have agreed to
forbear from exercising certain of their rights and remedies that
may exist as a result of the missed interest payment on the Notes,
until January 21, 2009, unless certain events occur.

Trump Entertainment has filed for Chapter 11 bankruptcy protection
three times since 1991, The Philadelphia Inquirer has noted.

"Many analysts believe if the debt is not restructured to give the
company more breathing room, it will have to seek protection in
bankruptcy court," Mr. Parry reports.

The AP says Mr. Juliano would not characterize how close the two
sides are, or say if he is optimistic a new deal can be struck.

"We should read into this that discussions are ongoing and
progressing," The AP quotes Mr. Juliano as sayng. "They (the bond
holders) feel that during this period of time they're willing to
have discussions continue, and we're happy they are continuing."


              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

Trump Entertainment Resorts, Inc.'s balance sheets as of September
30, 2008, showed $2,076,280,000 in total assets; $196,207,000 in
total current liabilities, $1,715,247,000 in long-term debt, net
of current maturities, $70,641,000 in deferred income taxes,
$27,681,000 in other long-term liabilities, and $21,623,000 in
minority interest; $44,881,000 in stockholders' equity; and
$421,328,000 in accumulated deficit.  The company reported
consolidated net losses of $139,143,000 for the three months ended
September 30, 2008, compared to $6,626,000 in net income for the
same period last year.

                            *     *     *

As reported by the Troubled Company Reporter on Dec. 3, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlantic City-based Trump Entertainment Resorts Holdings
L.P. to 'D' from 'CCC'.  In addition, the issue-level rating on
the senior secured notes co-issued by TER and Trump Entertainment
Resorts Funding Inc. was lowered to 'D' from
'CCC-'.

As reported by the TCR on Dec. 3, 2008, Moody's Investors Service
lowered Trump Entertainment Resorts Holdings, LP's ratings in
response to the company's announcement that it wouldn't make the
$53.1 million Dec. 1, 2008 interest payment on its 8.5% senior
secured notes due 2015 as part of a strategy to preserve
liquidity.

These ratings were lowered:

  -- Probability of default rating to Ca from Caa2

  -- Corporate family rating to Ca from Caa1

  -- $1.25 billion senior secured notes due 2015 to Ca (LGD4,
     64%) from Caa2 (LGD4, 53%)


UNITED RENTALS: S&P Says Q4 Charge Does Not Affect "BB-" Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
United Rentals Inc. (BB-/Negative/--) are not immediately affected
by the equipment rental company's announcement of a fourth-quarter
2008 noncash goodwill impairment charge.  The
$1.1 billion charge is mainly for a reduction in the company's
goodwill.  Although this noncash charge did not affect the
company's cash flow, cash, or financial covenants, it does reflect
weaker earnings capability in its equipment rental business and
the ensuing weaker end markets.

The current ratings and negative outlook are based on the
assumption that key end markets, specifically nonresidential
construction markets, will decline by 12% in 2009.

However, S&P could lower the rating if nonresidential spending
drops significantly in 2009, or if United Rentals' free cash flow
generation fails to meet S&P's expectations in a declining market,
causing leverage to approach 4x.


VON WEISE: Files for Chapter 7 Liquidation in Delaware
------------------------------------------------------
Von Weise Inc. and five affiliates filed Chapter 7 petitions on
Jan. 16 in the U.S. Bankruptcy Court for the District of Delaware.

Bloomberg's Bill Rochelle notes that Von Weise didn't even attempt
to reorganize or conduct its own liquidation in Chapter 11.  In a
Chapter 7 proceeding, a trustee will be appointed and will replace
management to dispose the assets of the debtors in order to pay
off creditors.

Von Weise in its Web site said that for nearly 50 years, it has
been designing and manufacturing globally respected motors for
transportation, residential, and commercial applications.

Von Weise offered two product lines: Automotive - small motors or
actuators for automobiles, and Specialty Products - electric and
recoil small engine starters for garden tractors, lawn mowers and
snow blowers; mobile HVAC used in heavy trucks and buses; and gear
motors and actuators for healthcare beds, power-assisted chairs
and ice machines.

Manufacturing facilities are located in Eaton Rapids, Michigan;
Juarez, Mexico; and Cambridge, Ontario. Von Weise Corporation
conducted business as "Von Weise, Inc." in the United States, "TPC
Motores de Mexico, S. de R.L. de C.V." in Mexico, and "Von Weise
of Canada Company" in Canada.

In its chapter 7 petition, Von Weise estimated assets of up to
$50,000 with liabilities between $10 million and $50 million, owed
to up to 49 creditors.

In December 2007, Sun Capital Partners, Inc., a private investment
firm specializing in leveraged buyouts and investments in market-
leading companies, announced that one of its affiliates has
completed the acquisition of Von Weise, formerly the Automotive
and Specialty business operations of Tecumseh Products Company
(Nasdaq:TECUA) (Nasdaq:TECUB).  The terms of the transaction were
not disclosed


WILLIAMS-SONOMA: Unveils 2009 Reduction Plan; Slashes 18% of Jobs
-----------------------------------------------------------------
Williams-Sonoma, Inc. (NYSE: WSM) announced a series of actions
that it is taking during the Company's fiscal year 2008 fourth
quarter to reduce its fiscal year 2009 fixed and semi-fixed
overhead costs by approximately $75 million.  These actions are
being taken in order to align the Company's infrastructure with
current sales trends and to strengthen its long-term competitive
positioning.

These actions include:

     (i) an 18% reduction in company-wide full-time headcount
(approximately 1,400 positions);

    (ii) the closure of the Company's 38,000 square foot Camp
Hill, Pennsylvania call center; and

   (iii) the closure of a 500,000 square foot distribution
facility in Memphis, Tennessee.

All of these actions will be completed by January 31, 2009.  The
Company expects to incur a pre-tax charge in the fourth quarter of
fiscal year 2008 of approximately $14 million to $15 million
related to these actions, or $0.08 to $0.09 per diluted share on
an after-tax basis. This charge, of which approximately $4 million
is expected to be paid in the fourth quarter of fiscal year 2008
and the balance in fiscal year 2009, primarily relates to
severance and lease related costs.

Including this charge, the Company still expects to deliver
diluted earnings per share in the fourth quarter of fiscal year
2008 at the lower end of the Company's previously announced
guidance range of $0.10 to $0.30 per diluted share.

In fiscal year 2009, the Company expects these actions to reduce
employment and occupancy expenses by approximately $60 million.
The Company also expects an additional $15 million in further
overhead cost reductions from actions taken in the areas of
catalog production, supply chain operations, and information
technology. Combined, the Company estimates that these actions
will result in fiscal year 2009 cost savings of approximately $75
million on a pre-tax basis.

Howard Lester, Chairman and Chief Executive Officer, commented,
"In addition to the actions we are taking this quarter, we are
continuing to target further 2009 reductions in inventory, catalog
circulation, retail leased square footage growth, and capital
spending. Accordingly, in 2009, we are now projecting:

   -- a reduction in 2009 year-end merchandise inventories in the
range of 10% to 12% versus previous guidance in the range of 7% to
10%;

   -- catalog circulation reductions in the range of 15 to 20%,
unchanged from previous guidance;

   -- retail leased square footage growth (net of closures) of
approximately 2% versus previous guidance of 3%; and

   -- capital spending in the range of $90 million to
$100 million versus previous guidance in the range of $95 million
to $105 million.

All of these initiatives will allow us to maintain our financial
flexibility, while at the same time focus on those strategic
objectives that will enhance our competitive positioning when
these macro headwinds subside."

                    Financial Covenants Reset

On December 3, 2008, Williams-Sonoma amended its $300 million
unsecured revolving line of credit facility and its $165 million
commercial letter of credit reimbursement facility.  On the date
of the amendment, the Company was in compliance with its covenants
under the facilities.

The amendment to the Company's Fourth Amended and Restated Credit
Agreement, dated as of October 4, 2006, with Bank of America,
N.A., as Administrative Agent, L/C Issuer and Lender of Swingline
Advances, each of the lenders party thereto, and each of the
subsidiary guarantors party thereto, provides the Company
continuing access to its $300 million unsecured revolving line
of credit, which may be used for borrowing loans or for the
issuance of letters of credit until its original maturity date
of October 4, 2011.

Pursuant to the Amendment, the Company made certain changes to the
Credit Facility, including:

   -- the leverage ratio covenant was amended to reset the ratio
levels;

   -- the definitions used to calculate the leverage ratio were
amended;

   -- a fixed charge coverage ratio covenant was added;

   -- the Company's ability to increase dividends to its
shareholders will be subject to certain limitations;

   -- the Company agreed to certain limitations on repurchases of
its capital stock;

   -- the facility fee the Company is obligated to pay under the
Credit Facility was amended; and

   -- interest rates were amended such that the Company may elect
interest rates on its borrowings under the Credit Facility at a
per annum rate calculated by reference to:

      (a) Bank of America's prime rate (or, if greater, the
average rate on overnight federal funds plus one-half of one
percent, or a rate based on LIBOR plus one percent), plus a margin
based on the Company's leverage ratio, or

      (b) LIBOR, plus a margin based on the Company's leverage
ratio.

The Company paid amendment fees to the Lenders approving the
Amendment and an arrangement fee to Banc of America Securities
LLC, as Sole Lead Arranger and Sole Book Manager, in connection
with the Amendment.

Certain Lenders, including Bank of America, N.A., The Bank of New
York Mellon, Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A. and
U.S. Bank National Association are party to reimbursement
agreements in connection with the Company's commercial letter of
credit reimbursement facility.

On December 3, 2008, in connection with the Amendment to the
Credit Facility and pursuant to the terms of the Company's
Reimbursement Agreements, each dated as of July 1, 2005, as
amended from time to time, with each of Bank of America, N.A., The
Bank of New York Mellon and Wells Fargo Bank, N.A., and its
Reimbursement Agreements, each dated as of September 8, 2006, as
amended from time to time, with each of JPMorgan Chase Bank, N.A.
and U.S. Bank National Association, the covenants contained in
such Reimbursement Agreements were amended and restated to
incorporate by reference the covenants of the Credit Facility, as
amended by the Amendment.

                      ABOUT WILLIAMS-SONOMA

Based in San Francisco, California, Williams-Sonoma, Inc. is a
nationwide specialty retailer of high quality products for the
home.  The products, representing six distinct merchandise
strategies -- Williams-Sonoma, Pottery Barn, Pottery Barn Kids,
PBteen, West Elm and Williams-Sonoma Home -- are marketed through
626 stores, seven direct mail catalogs and six e-commerce Web
sites.


YOUNG BROADCASTING: S&P Cuts Rating to 'D' After Missed Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Young Broadcasting Inc. to 'D' from
'CCC', and the issue-level rating on the company's 8.75% senior
subordinated notes due 2014 to 'D' from 'CC'.

"We also lowered the issue-level rating on the company's senior
secured revolving credit facility due 2010 and senior secured term
loan B due 2012 to 'CC' from 'B-'.  At the same time, we revised
the recovery rating on this debt to '2', indicating our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default, from '1'," S&P says.

"In addition, we lowered the issue-level rating on Young's 10%
senior subordinated notes due 2011 to 'C' from 'CC'.  The recovery
rating on these notes, as well as on the 8.75% subordinated notes
issue, remains unchanged at '6', indicating our expectation of
negligible (0% to 10%) recovery for debtholders in the event of a
payment default.

"The ratings downgrade reflects the company's announcement that it
did not make the Jan. 15, 2009 interest payment on its 8.75%
senior subordinated notes due 2014," explained Standard & Poor's
credit analyst Deborah Kinzer.

Although the indenture for these notes permits a 30-day cure
period, S&P's rating action indicates that it does not currently
expect the company to make the interest payment within this time
frame.  Young also announced that it intends to pursue discussions
with its debtholders to restructure its balance sheet, improve
liquidity, and strengthen its business operations.

Young's cash balances, its only source of liquidity, have been
dwindling against the backdrop of a soft economy.  On Nov. 17,
2008, the company announced that it planned to reclassify the
operations of KRON-TV, its unprofitable San Francisco MyNetworkTV
affiliate, from discontinued operations to continuing operations
beginning in the fourth quarter of 2008 after its efforts to find
a buyer for the station were unsuccessful.


* Fitch Says CMBS Delinquencies Climb on Larger Loan Defaults
-------------------------------------------------------------
Defaults on larger loans were again chiefly responsible for
another increase in CMBS loan delinquencies to 0.88%, according to
the latest U.S. CMBS loan delinquency index from Fitch Ratings.

The December climb was due in large part to two loans with
outstanding principal balances greater than $100 million,
following a November reading which featured two defaults in excess
of $70 million.  Fitch expects that additional delinquencies on
larger loans will continue to drive the index higher in 2009.

'What began as weakness in the performance of smaller properties
located in tertiary markets now includes larger collateral in
secondary and primary markets,' said Managing Director and U.S.
CMBS group head Susan Merrick.  'Highly levered loans on
transitional assets that were originated at the height of the
market are proving particularly susceptible to performance
default, as the deepening recession continues to make
stabilization according to schedule increasingly unlikely.'

The loan delinquency index currently includes 20 loans with a
balance of $25 million or greater, six of which became newly
delinquent in December.  Excluding small balance loans, the
average loan size of delinquencies within Fitch rated universe now
stands at $8.2 million.  This compares to an average loan size of
$6.4 million for the same subset in December 2007.

The December delinquencies included a $125.2 million loan secured
by a retail property located in Corona, CA, and a $104 million
pari passu note backed by a portfolio of two hotel properties
located in Tucson, AZ and Hilton Head, SC.  In each case, the
respective loan sponsor was experienced with the property type,
but cited economic hardship due to market deterioration as the
cause of inability to meet debt service obligations.  Both loans
were securitized in early 2008.

The 2008 vintage defaults, like those of other recent vintages,
are rising at a faster pace compared to historical trends.
Macroeconomic contraction, coupled with the higher leverage that
is characteristic of recent vintages, has pushed up default rates
for loans in the 2006 and 2007 vintages.  As of year-end 2007,
0.96% of Fitch-rated loans issued in 2006 and 0.41% of those
issued in 2007 were 60 days or more delinquent, compared to the
10-year average default rate of 74 bps.  Fitch expects that the
accelerated pace of defaults witnessed in fourth quarter-2008 is
likely to continue into 2009, bringing the index to approximately
2% by year-end.


* Moody's Says Commercial Real Estate Prices Drop 3.4% in November
------------------------------------------------------------------
Commercial real estate prices as measured by Moody's/REAL
Commercial Property Price Indices decreased in November by 3.4%
from the previous month.  Prices have dropped 14.3% from what they
were a year ago and are down 14.5% from their peak in October
2007.  They are 4.0% lower than they were two years ago.

The 3.4% drop during November was the second largest in the eight
year history covered by the CPPI. After hovering for several
months at about 11.5% below its October 2007 peak value, Moody's
says the CPPI appears to have resumed the downward trend it began
over a year ago.

The November drop returned prices to levels last seen in the
beginning of 2006, says Moody's.

Moody's also reports a drop in transaction volumes, which were at
their lowest level since mid-2004.

The CPPI

Moody's/REAL Commercial Property Prices Indices are based on the
repeat sales of the same properties across the US at different
points in time.  Analyzing price changes measured in this way
provides maximum transparency and methodological rigor.  This
approach also circumvents the distortions that can occur with
other commercial property value measurements such as appraisals or
average prices, says Moody's.

The title of this report is "Moody's/REAL Commercial Property
Price Indices, January 2009."


* Hedge Funds Invest Cautiously in Distressed Debt
--------------------------------------------------
Hedge funds will be investing more conservatively in financially
distressed companies in 2009, if at all, Bloomberg's Bill Rochelle
said, citing a report released yesterday by newsletter Hedgeworld
and law firm Dykema.

Mr. Rochelle relates that almost two-thirds of respondents say
they expect less investment capital would be available this year
for troubled companies.  Almost half said they have nothing
invested in debt or equity of distressed businesses while 71
percent said they expect to loan nothing to failing companies this
year.

Among those that are investing, 78% said they would buy secured
loans.  Last year, only 43% said they were investing in secured
debt.

As reported in the Troubled Company Reporter on Jan. 13,
Bloomberg, citing Hedge Fund Research Inc., said that hedge funds
lost 18.3% in 2008, their worst year on record, as managers
misjudged the severity of the biggest financial crisis since the
Great Depression.

HFR earlier said that a record number of hedge funds liquidated in
the third quarter of 2008.   Analysis compiled by the firm shows
that 344 funds closed during the third quarter, far exceeding the
previous quarterly record of 267, set in the fourth quarter of
2006.  A total of 693 funds have liquidated in 2008 through the
end of 3Q, or approximately 6.9 percent of the overall industry.
This reflects a sharp increase of more than 70 percent over the
first three quarters of 2007, during which 409 funds liquidated.

There were 117 new funds launched in 3Q, bringing the total for
the year to 603, 90 fewer funds than were liquidated during the
same nine-month period.  The third quarter is the first period in
which the industry experienced more liquidations than launches
since HFR started tracking this data in 1996.

HFR said Dec. 17 that on an annualized basis, 2008 was on pace for
more than 920 fund liquidations, easily outpacing the previous
calendar year record of 848, which occurred in 2005, and far
surpassing last year's liquidation total of 563.


* Lawmakers May Review Business Provisions of Bankruptcy Code
-------------------------------------------------------------
Kristina Doss at The Wall Street Journal reports that U.S.
lawmakers have expressed interest in looking at the business
provisions of the U.S. Bankruptcy Code, as companies are finding
that changes made to the Bankruptcy Code three years ago have made
it more difficult to restructure.

WSJ relates that, as lawmakers are seeking for a way to revive the
economy, bankruptcy experts said that an amendment in the
bankruptcy laws to make the restructuring process kinder to
struggling firms could be part of the solution.  Citing American
Bankruptcy Institute resident scholar Jack Williams, WSJ states
that changes in the bankruptcy law may provide "a mechanism by
which people and businesses can begin economic life anew."

In the current Bankruptcy Code, companies have less time and money
to reorganize their businesses, WSJ says.  WSJ reports that market
observers said that it is time to make changes as more giant
corporations that employ tens of thousands of people file for
bankruptcy protection.

Citing Mr. Williams, WSJ relates that bankruptcy-law changes would
be "less drastic" than another government financial bailout.  Mr.
Williams, WSJ states, said that bankruptcy reformists believe that
the Obama administration will be open to the idea of bankruptcy
reform for businesses.

Stephanie Hoops at Ventura County Star reports that the number of
bankruptcies of residents and businesses in Ventura County
increased to 2,562 in 2008, compared to 1,288 in 2007.

County Star relates that Chapter 7 filings increased 92% to 2,220
in 2008, from 1,155 in 2007.  Chapter 13 filings, according to the
report, rose 153% in 2008, compared to 2007.

County Star quoted Ventura County Bar Association's Bankruptcy
Section chairperson Michael Sment as saying, "The bottom line is
people have nowhere to go and bankruptcy court still provides a
haven and what we call a safe harbor for a lot of people."

According to County Star, Mr. Sment said that bankruptcies are
being filed due to poor economy.

About 800,000 bankruptcies were filed in 2007 nationwide, County
Star states.  Citing Mr. Williams, the report says that
bankruptcies in 2008 would be between 1.1 and 1.2 million.  The
report quoted him as saying, "We're looking at a 30 to 40 percent
increase throughout 2009 on the 2008 numbers."


* Two Men Convicted in Filing Fraudulent Bankruptcy Petitions
-------------------------------------------------------------
The Associated Press reports that acting U.S. Attorney Marietta
Parker said that a federal jury convicted Isaac Yass and Robert
Andrew Blechman for filing fraudulent bankruptcy petitions in
Kansas as part of scheme to deceive homeowners facing foreclosure.

The AP states that the government accused Messrs. Yass and
Blechman of persuading people behind in mortgage payments to pay a
monthly fee to stop foreclosure proceedings.

According to The AP, Messrs. Yass and Blechman were convicted of
one count of conspiracy to commit mail fraud and aggravated
identity theft, and six counts each of mail fraud and aggravated
identity theft.  Sentencing will be on May 11, The AP relates.


* Chadbourne & Parke Appoints Counsel in Kyiv and Los Angeles
-------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP appointed
Olena V. Repkina in Kyiv and Lloyd MacNeil in Los Angeles as
counsel and the appointments of Victor Mokrousov and Sergei Vataev
as international partners in Almaty.

"These four lawyers have demonstrated skill and creativity in
serving the needs of our clients," said Chadbourne's Managing
Partner Charles K. O'Neill. "We are pleased to recognize the
abilities of these outstanding lawyers. They reflect the broad
expertise and geographic presence of Chadbourne and are helping to
maintain the Firm's growth in their practice areas. We
congratulate them on their new roles and responsibilities."

Ms. Repkina, 28, joined the Firm in 2007 and advises clients on
matters regarding mergers and acquisitions, corporate law, banking
and finance, securities, employment and intellectual property in
Ukraine. She was named in Ukrainian Lawyers -- Client's Choice as
one of the top 10 young and talented Ukrainian lawyers, and was
mentioned in and interviewed for the directory's corporate and
mergers and acquisitions section. Ms. Repkina graduated from the
Law Faculty of Taras Shevchenko National University of Kyiv where
she earned a master's degree (with honors) in 2003.

Mr. MacNeil's practice in Los Angeles focuses on project
development, project financing, and mergers and acquisitions
matters in the energy and infrastructure sector, with particular
emphasis on renewable energy. Joining the Firm in 2007, he has
worked for developers, sponsors, lenders and investors on a
variety of renewable and non- renewable energy project
developments, financings and acquisitions. Mr. MacNeil, 41,
graduated with a B.S. in 1990 from Dalhousie University, Faculty
of Science, and earned an LL.B. in 1994 from Dalhousie University,
Faculty of Law in Halifax, Nova Scotia.

Mr. Mokrousov, 36, is active in the corporate, finance, mergers
and acquisitions, energy, oil and gas practices in Kazakhstan. He
joined the Firm in 2005 and since then has been featured among the
recommended lawyers for Kazakhstan in the Chambers Global - Guide
to the World's Leading Lawyers. Mr. Mokrousov received a law
degree (with honors) in 1995 from Kazakh State National
University, and earned an LL.M. in 1999 from the University of
Minnesota Law School.

Mr. Vataev's practice concentrates on litigation and arbitration,
corporate law and project finance matters in Kazakhstan. Joining
the Firm in 2005, he has substantial experience in dispute
resolution. During the past 10 years, he has advised and
represented a large number of major oil and gas companies and
other businesses in contractual and regulatory litigations and
arbitrations. Mr. Vataev, 41, received a law degree in 1992 from
Kazakh State National University, and earned an LL.M. in 2001 from
the University of Virginia School of Law.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters. Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, the Middle East and Latin America. The
Firm has offices in New York, Washington, DC, Los Angeles,
Houston, Mexico City, London (a multinational partnership),
Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.
On the Net: http://www.chadbourne.com/


* Chapter 11 Cases with Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Baker, John M.
      dba Baker Oil Co.
      dba Baker's Eastside Service
   Bankr. S.D. Ind. Case No. 08-93509
      Chapter 11 Petition filed December 15, 2008
         See http://bankrupt.com/misc/insb08-93509.pdf

In Re Aesthetic Visual Solutions, Inc.
   Bankr. D. Nev. Case No. 09-10404
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/nvb09-10404.pdf

In Re Henry, Kenneth Eugene, Jr.
   Bankr. E.D. Va. Case No. 09-10224
      Chapter 11 Petition filed January 13, 2009
         Filed as Pro Se

In Re Powell, Maria
   Bankr. C.D. Calif. Case No. 09-10264
      Chapter 11 Petition filed January 14, 2009
         Filed as Pro Se

In Re Sebestyen, LLC
   Bankr. C.D. Calif. Case No. 09-10285
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/cacb09-10285.pdf

In Re Community Development Contractors, Inc.
   Bankr. M.D. Fla. Case No. 09-00576
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/flmb09-00576.pdf

In Re The Spiritual Center Church, Inc.
   Bankr. M.D. Fla. Case No. 09-00517
      Chapter 11 Petition filed January 14, 2009
         Filed as Pro Se

In Re Palm Beach Confections, Inc.
   Bankr. S.D. Fla. Case No. 09-10551
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/flsb09-10551.pdf

In Re 2221 Constance LLC
   Bankr. E.D. La. Case No. 08-10104
      Chapter 11 Petition filed January 14, 2009
         Filed as Pro Se

In Re Frost, Lawrence E.
   Bankr. D. Maine Case No. 09-10035
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/meb09-10035.pdf

In Re Datatrax, LLC
   Bankr. E.D. N.Y. Case No. 09-40199
      Chapter 11 Petition filed January 14, 2009
         Filed as Pro Se

In Re PR Logistics Corp.
   Bankr. D. P.R. Case No. 09-00162
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/prb09-00162.pdf

In Re Cooper, Gregory N.
      dba Cooper Auto Parts
   Bankr. W.D. Tenn. Case No. 09-10145
      Chapter 11 Petition filed January 14, 2009
         See http://bankrupt.com/misc/tnwb09-10145.pdf

In Re Austin, Michael Bud
      Austin, Ruth Marie
   Bankr. D. Ariz. Case No. 09-00712
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/azb09-00712p.pdf

In Re Gesty, Michael James
      Getsy, Denise
   Bankr. D. Ariz. Case No. 09-00735
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/azb09-00735.pdf

In Re Oshita, Patricia
      aka Patricia Sturman
      aka Law Office of Patricia Oshita
   Bankr. C.D. Calif. Case No. 09-10655
      Chapter 11 Petition filed January 15, 2009
         Filed as Pro Se

In Re 2255 S Bascom Avenue Associates, LLC
   Bankr. N.D. Calif. Case No. 09-50198
      Chapter 11 Petition filed January 15, 2009
         Filed as Pro Se

In Re T.J. Bakery LLC
      aka Aunt Mary's Bageimania
   Bankr. S.D. Fla. Case No. 09-10658
      Chapter 11 Petition filed January 15, 2009
         Filed as Pro Se

In Re National Child Support Enforcement Association
      dba NCSEA
   Bankr. D. Md. Case No. 09-10688
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/mdb09-10688.pdf

In Re Laptop Design USA, LLC
   Bankr. E.D. Mich. Case No. 09-40954
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/mieb09-40954.pdf

In Re Livingston, Richard Hugh
   dba Blue Star Realty
   dba SaugatuckRealty.com, Inc.
   Bankr. W.D. Mich. Case No. 09-00314
      Chapter 11 Petition filed January 15, 2009
         Filed as Pro Se

In Re Nesteruk, Zenon L.
      aka Zeke Nesteruk
      Donna L. Nesteruk
   Bankr. E.D. N.Y. Case No. 09-70213
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/nyeb09-70213.pdf

In Re Bloom, Arthur L.
      Bloom, Jude Ann
   Bankr. W.D. Pa. Case No. 09-20278
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/pawb09-20278.pdf

In Re Three Rivers Barbeque LLC
      dba Red Hot & Blue
   Bankr. W.D. Pa. Case No. 09-20280
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/pawb09-20280.pdf

In Re Millwork Design and Supply, Inc.
   Bankr. M.D. Tenn. Case No. 09-00408
      Chapter 11 Petition filed January 15, 2009
         See http://bankrupt.com/misc/tnmb09-00408.pdf

In Re Apartments Resurfacing, LLC
   Bankr. D. Ariz. Case No. 09-00811
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/azb09-00811.pdf

In Re Business Connections, Inc.
   Bankr. E.D. Calif. Case No. 09-10331
      Chapter 11 Petition filed January 16, 2009
         Filed as Pro Se

In Re Estancia Investments, L.L.C.
   Bankr. M.D. Fla. Case No. 09-00669
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/flmb09-00669.pdf

In Re Baby and Beyond Preparatory School, LLC
   Bankr. E.D. La. Case No. 09-10120
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/laeb09-10120.pdf

In Re MTBS, Inc.
   Bankr. D. Nev. Case No. 09-10573
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/nvb09-10573.pdf

In Re Charles Street Community Learning Center, LLC
   Bankr. D. R.I. Case No. 09-10134
      Chapter 11 Petition filed January 16, 2009
         Filed as Pro Se

In Re Stewart, Timothy Frank
      dba Stewart's Excavating
      Stewart, Brandy Vail
   Bankr. M.D. Tenn. Case No. 09-00473
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/tnmb09-00473.pdf

In Re Ramco-Remodle America Corp.
      dba Remodle America Corp.
      dba Ramco-Renovated America Corp.
   Bankr. W.D. Tenn. Case No. 09-20539
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/tnwb09-20539.pdf

In Re Davis, Charles Chandler
      dba Davis Consulting
   Bankr. E.D. Tex. Case No. 09-40125
      Chapter 11 Petition filed January 16, 2009
         Filed as Pro Se

In Re Potomac Inline Hockey, Inc.
   Bankr. E.D. Va. Case No. 09-10331
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/vaeb09-10331.pdf

In Re Schumacher, David E.
      Schumacher, Patsy A.
   Bankr. S.D. W. Va. Case No. 09-20040
      Chapter 11 Petition filed January 16, 2009
         See http://bankrupt.com/misc/wvsb09-20040.pdf

In Re Lakewood Estates LLC
   Bankr. W.D. Wash. Case No. 09-10312
      Chapter 11 Petition filed January 16, 2009
         Filed as Pro Se

In Re FGF721, Inc.
   Bankr. N.D. Ill. Case No. 09-01329
      Chapter 11 Petition filed January 17, 2009
         See http://bankrupt.com/misc/ilnb09-01329.pdf

In Re Padgett, Ricky Dean
   Bankr. E.D. N.C. Case No. 09-00404
      Chapter 11 Petition filed January 17, 2009
         See http://bankrupt.com/misc/nceb09-00404.pdf

In Re Bancroft Commons, LLC
   Bankr. N.D. Calif. Case No. 09-50302
      Chapter 11 Petition filed January 20, 2009
         Filed as Pro Se

In Re The MTJ Group Inc.
   d/b/a One Stop Vending
   Bankr. S.D. Fla. Case No. 09-10862
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/flsb09-10862.pdf

In Re Williams, Shaquannah N.
   Bankr. N.D. Ga. Case No. 09-61395
      Chapter 11 Petition filed January 20, 2009
         Filed as Pro Se

In Re WST Enterprises, Inc.
   dba Little Ones Day Care Center #1
   Bankr. N.D. Ga. Case No. 09-61393
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/ganb09-61393.pdf

In Re Hylander, Patricia A.
   Bankr. D. Nev. Case No. 09-10677
      Chapter 11 Petition filed January 20, 2009
         Filed as Pro Se

In Re Europa at Monroe, LLC
   Bankr. D. N.J. Case No. 09-11169
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/njb09-11169.pdf

In Re King Auto Sales, Inc.
   Bankr. S.D. Ill. Case No. 09-30094
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/ilsb09-30094.pdf

In Re Wilson, Stephen D.
   Bankr. N.D. Ohio Case No. 09-60142
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/ohnb09-60142.pdf

In Re Gateway Supply Company, Inc.
   Bankr. S.D. Ohio Case No. 09-30229
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/ohsb09-30229.pdf

In Re Baja Tans, LLC
      dba Baja Tans & Swimwear
   Bankr. W.D. Tenn. Case No. 09-20621
      Chapter 11 Petition filed January 20, 2009
         See http://bankrupt.com/misc/tnwb09-20621.pdf

In Re 4 Guys Investments, LLC
   dba Definitions Fitness Center
   dba Bronz Tanz
   Bankr. D. Colo. Case No. 09-10795
      Chapter 11 Petition filed January 21, 2009
         Filed as Pro Se

In Re Shaw, Peta Veronica
   Bankr. N.D. Ga. Case No. 09-61493
      Chapter 11 Petition filed January 21, 2009
         Filed as Pro Se

In Re Madden, Michael A.
   Bankr. D. Maine Case No. 09-20060
      Chapter 11 Petition filed January 21, 2009
         See http://bankrupt.com/misc/meb09-20060.pdf

In Re King, Paul
   dba P. King Inc.
   dba U.T. Lounge Inc.
   Bankr. E.D. Pa. Case No. 09-10410
      Chapter 11 Petition filed January 21, 2009
         Filed as Pro Se

In Re Lopez Ortiz, Elvis Eliezer
   aka Pito Lopez Ortiz
   Carmen Rossana Rodriguez Vasquez
   fdba Nova Insurance Group, Inc.
   aka Rossana Rodriguez
   Bankr. D. P.R. Case No. 09-00269
      Chapter 11 Petition filed January 21, 2009
         See http://bankrupt.com/misc/prb09-00269.pdf



                            *********

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.

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